SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT (VFCC/NorthStar)
SECOND
AMENDMENT TO MASTER REPURCHASE AGREEMENT
(VFCC/NorthStar)
THIS
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT,
dated
as of June 22, 2007 (this “Amendment
No. 2”),
is
entered into by and among NRFC
WA HOLDINGS, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC”),
NRFC
WA HOLDINGS II, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC II”),
NRFC
WA HOLDINGS VII, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC VII”),
NRFC
WA HOLDINGS X, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC X”),
NRFC
WA HOLDINGS XI, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC XI”),
NRFC
WA HOLDINGS XII, LLC,
as a
seller (together with its successors and permitted assigns, “NRFC XII”,
and,
together with NRFC, NRFC II, NRFC VII, NRFC X and NRFC XI,
the “Seller”),
VARIABLE
FUNDING CAPITAL COMPANY LLC,
as a
purchaser (together with its successors and assigns, “VFCC”),
WACHOVIA
BANK, NATIONAL ASSOCIATION,
as the
swingline purchaser (together with its successors and assigns in such capacity,
the “Swingline
Purchaser”,
and,
together with VFCC, the “Purchaser”),
WACHOVIA
CAPITAL MARKETS, LLC,
as the
deal agent for the Secured Parties (together with its successors and assigns
in
such capacity, the “Deal
Agent”),
NORTHSTAR
REALTY FINANCE CORP,
as a
guarantor (together with its successors and permitted assigns, “NorthStar”),
and
NORTHSTAR
REALTY FINANCE L.P.,
as a
guarantor (together with its successors and permitted assigns, the “Operating
Partnership”,
and,
together with NorthStar, the “Guarantor”),
and
consented to by NRFC
SUB-REIT CORP.,
as the
pledgor (together with its successors and permitted assigns, the “Pledgor”),
and
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
(together with it successors and permitted assigns, the “Custodian”).
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
Seller, the Guarantor, the Purchaser and the Deal Agent are parties to that
certain Master Repurchase Agreement, dated as of May 14, 2007, as amended
by the First Amendment to Master Repurchase Agreement, dated as of May 24,
2007 (“Amendment
No. 1”)
(as
such Master Repurchase Agreement is amended, modified, restated, replaced,
waived, substituted, supplemented or extended from time to time, including
pursuant to Amendment No. 1 and this Amendment No. 2, the
“Repurchase
Agreement”);
WHEREAS,
the
Seller and the Guarantor desire to make certain modifications to the Repurchase
Documents;
WHEREAS,
the
Purchaser and the Deal Agent are willing to modify the Repurchase Documents
as
requested by the Seller and the Guarantor on the terms and conditions specified
herein; and
WHEREAS,
the
Pledgor and the Custodian are parties to other Repurchase Documents and related
agreements that may be affected, directly or indirectly, by this Amendment
No. 2 and desires to evidence its agreement to the amendments and
modifications set forth 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. Amendment
to Repurchase Agreement.
(a) The
definition of “LIBOR Rate” contained in Subsection1.1 (b)
of the
Repurchase Agreement is hereby amended and restated as follows:
““LIBOR
Rate”:
For
any day during any Accrual Period and any Transaction or portion thereof, a
rate
per annum equal to:
(i) the
posted rate for thirty (30) day deposits in United States Dollars appearing
on Reuters Screen LIBORO1 Page (or any successor page) as of 11:00 a.m.
(London time) on the Business Day which is the second (2nd) Business Day
immediately preceding the applicable Purchase Date (with respect to the initial
Accrual Period for such Transaction) and as of the second (2nd) Business Day
immediately preceding the first (1st) day of the applicable Accrual Period
(with respect to all subsequent Accrual Periods for such Transaction);
or
(ii) if
no
such rate appears on Reuters Screen LIBORO1 Page (or any successor page) at
such
time and day, then the LIBOR Rate shall be determined by Wachovia at its
principal office in Charlotte, North Carolina as its rate (each such
determination, absent manifest error, to be conclusive and binding on all
parties hereto and their assignees) at which thirty (30) day deposits in
United States Dollars are being, have been, or would be offered or quoted by
Wachovia to major banks in the applicable interbank market for Eurodollar
deposits at or about 11:00 a.m. (Charlotte, North Carolina time) on such
day.”
(b) Clause
(vi)
of
Subsection 5.1(v)
to the
Repurchase Agreement is hereby amended and restated as follows:
“(iii) Fixed
Charge Coverage.
For
each Test Period, NorthStar shall maintain a minimum Fixed Charge Coverage
Ratio
of 1.25x.”
Section
2. [Reserved].
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 any Repurchase Document shall be deemed
to
mean each Repurchase Document as modified by this Amendment No. 2. This
Amendment No. 2 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 Amendment No. 2, as though such terms and conditions were set forth
herein.
Section
4. Representations.
Each
of
the Seller, the Guarantor and the Pledgor represent and warrant, as of the
date
of this Amendment No. 2, 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 Amendment No. 2 is within
its corporate, company or partnership powers, has been duly authorized and
does
not contravene (1) its Authority 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 Amendment No. 2;
(d) this
Amendment No. 2 has been duly executed and delivered by it;
(e) this
Amendment No. 2, as well as each of the Repurchase Documents as modified by
this Amendment No. 2, 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
Amendment No. 2; and
(g) each
of
the Repurchase Documents is in full force and effect and neither the Seller,
the
Guarantor nor the Pledgor has any defense, offset, counterclaim, abatement,
right of rescission or other claims, legal or equitable, available to the
Seller, the Guarantor, the Pledgor or any other Person with respect to this
Amendment Xx. 0, xxx Xxxxxxxxxx Xxxxxxxxx, xxx Xxxxxxxxxx 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 Seller
and
the Guarantor to repay the Obligations and other amounts due under the
Repurchase Documents.
Section
5. Conditions
Precedent.
The
effectiveness of this Amendment No. 2 is subject to the following
conditions precedent: (i) delivery
to the Deal Agent of this Amendment No. 2 duly executed by each of the
parties hereto; (ii) the payment of all reasonable legal fees and expenses
of Xxxxx & Xxx Xxxxx PLLC, as counsel to the Deal Agent, in the amount to be
set forth on a separate invoice; and (iii) such other documents, agreements
or certifications as the Deal Agent may reasonably require.
Section
6. Miscellaneous.
(a) This
Amendment No. 2 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.
3
(b) The
descriptive headings of the various sections of this Amendment No. 2 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
Amendment No. 2 may not be amended or otherwise modified, waived or
supplemented except as provided in the Repurchase Agreement.
(d) The
interpretive provisions of Section 1.2
of the
Repurchase Agreement are incorporated herein mutatis mutandis.
(e) This
Amendment No. 2 represents the final agreement among the parties 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
AMENDMENT NO. 2
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT NO. 2
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]
4
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 2 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/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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-1
| THE SELLERS (cont.): | NRFC
WA
HOLDINGS II, LLC,
a
Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings II, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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 SELLERS (cont.): | NRFC
WA
HOLDINGS VII, LLC,
a
Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings VII, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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 SELLERS (cont.): | NRFC
WA
HOLDINGS X, LLC,
a
Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings X, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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-4
| THE SELLERS (cont.): | NRFC
WA
HOLDINGS XI, LLC,
a
Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings XI, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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 SELLERS (cont.): | NRFC
WA
HOLDINGS XII, LLC,
a
Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx
Xxxxx
Title: Executive
Vice President, General Counsel
and
Assistant Secretary
|
||
|
Address
for Notices:
|
||
|
NRFC
WA Holdings XII, LLC
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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-6
|
THE
PURCHASERS:
|
VARIABLE
FUNDING CAPITAL COMPANY LLC,
as
a Purchaser
|
|
|
By: Wachovia
Capital Markets, LLC,
as
attorney-in-fact
|
||
| By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |
|
Name:
Xxxxxxx X. Xxxxxx, Xx.
Title:
Director
|
||
|
Variable
Funding Capital Company LLC
|
||
|
c/o
Wachovia Capital Markets, LLC
|
||
|
One
Wachovia Center, Mail Code: TW10
|
||
|
000
Xxxxx Xxxxxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
|
||
|
Attention:
|
Conduit
Administration
|
|
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(000)
000-0000
|
|
|
with
a copy to:
|
||
|
Wachovia
Capital Markets, LLC
|
||
|
One
Wachovia Center, Mail Code: NC0166
|
||
|
000
Xxxxx Xxxxxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
|
||
|
Attention:
|
Xxx
Xxxxx
|
|
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(000)
000-0000
|
|
[Signatures
Continued on the Following Page]
S-7
|
THE
PURCHASERS (cont.):
|
WACHOVIA
BANK, NATIONAL ASSOCIATION,
as
the Swingline Purchaser
|
|
| By: | /s/ H. Xxx Xxxxx III | |
|
Name:
H.
Xxx Xxxxx III
Title:
Vice President
|
||
|
Wachovia
Bank, National Association
|
||
|
One
Wachovia Center, Mail Code: NC0166
|
||
|
000
Xxxxx Xxxxxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
|
||
|
Attention:
|
Xxx
Xxxxx
|
|
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(000)
000-0000
|
|
[Signatures
Continued on the Following Page]
S-8
| THE DEAL AGENT: | WACHOVIA CAPITAL MARKETS, LLC | |
| |
|
|
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
|
Name: Xxxxxxxxx
Xxxxxxxx
Title: Assistant
Vice President
|
||
|
Wachovia
Capital Markets, LLC
|
||
|
One
Wachovia Center, Mail Code: NC0166
|
||
|
000
Xxxxx Xxxxxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
|
||
|
Attention:
|
Xxx
Xxxxx
|
|
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(000)
000-0000
|
|
[Signatures
Continued on the Following Page]
S-9
| THE GUARANTORS: | NORTHSTAR
REALTY FINANCE CORP.,
a
Maryland corporation
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President, General Counsel
and
Assistant Secretary
|
||
|
NorthStar
Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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 the Following Page]
S-10
| THE GUARANTORS (cont.): | NORTHSTAR
REALTY FINANCE L.P.,
a
Delaware limited partnership,
|
|
|
By:
|
NorthStar
Realty Finance Corp., a Maryland corporation, its general
partner
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President, General Counsel
and
Assistant
Secretary
|
||
|
NorthStar
Realty Finance L.P.
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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 the Following Page]
S-11
Acknowledged and Agreed to:
| THE PLEDGOR: | NRFC
SUB-REIT CORP.,
a
Maryland corporation
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President, General Counsel
and
Assistant
Secretary
|
||
|
NRFC
Sub-REIT Corp.
|
||
|
c/o
NorthStar Realty Finance Corp.
|
||
|
000
Xxxx Xxxxxx, 00xx xxxxx
|
||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxxxx
|
|
|
Al
Tylis, Esq.
|
||
|
Xxxxxx
X. Xxxxxxx
|
||
|
Facsimile
No.:
|
(000)
000-0000
|
|
|
Confirmation
No.:
|
(212)
547-2650
|
|
|
(212)
547-2641
|
||
|
(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
|
|
S-12
| THE CUSTODIAN: | XXXXX FARGO BANK, NATIONAL ASSOCIATION | |
| |
|
|
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
|
Name: Xxxxxxxxx
Xxxxxxxx
Title: Assistant
Vice President
|
||
|
Xxxxx
Fargo Bank, National Association
|
||
|
0000
00xx Xxxxxx XX
|
||
|
Xxxxxxxxxxx,
Xxxxxxxxx 00000
|
||
|
Attention:
|
Xxxx
Xxxxxxxx,
|
|
|
Assistant
Vice President
|
||
|
Facsimile:
No:
|
(000)
000-0000
|
|
|
Confirmation
No:
|
(000)
000-0000
|
|
S-13
