0000950123-11-099281 Sample Contracts

SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • November 17th, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (this “Agreement”) dated as of November 8, 2011, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).

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AMENDMENT NO. 2 TO ADVISORY AGREEMENT
Advisory Agreement • November 17th, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts

This Amendment No. 2 is made and entered into as of November 8, 2011 and amends the Advisory Agreement dated as of March 17, 2010, as first amended on February 24, 2011 and renewed on July 19, 2011 (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 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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