0000950123-11-021044 Sample Contracts

AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • March 2nd, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts

This Amendment is made and entered into as of February 24, 2011 (this “Amendment”) and amends the Advisory Agreement dated as of March 17, 2010 (the “Advisory Agreement”) by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Trust Advisor, LLC (the “Advisor”) and for certain limited purposes under the Advisory Agreement, is also entered into by NorthStar Realty Finance Corp., a Maryland corporation (the “Sponsor”). Capitalized terms used but not defined herein shall have the meanings set forth in the Advisory Agreement.

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