NORTHSTAR REALTY FINANCE CORP. $150,000,000 7.25% EXCHANGEABLE SENIOR NOTES DUE 2027 Registration Rights AgreementRegistration Rights Agreement • October 12th, 2007 • Northstar Realty • Real estate investment trusts • New York
NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the "Initial Purchasers") $150,000,000 in aggregate principal amount of its 7.25% Exchangeable Senior Notes due 2027 (the "Notes"), guaranteed as to payment by the Company (as defined below) (the "Guarantees" and, together with the Notes, the "Firm Securities"), and to grant to the Initial Purchasers an option to Purchase all or any part of an additional $22,500,000 aggregate principal amount of 7.25% Exchangeable Senior Notes due 2027 and Guarantees (the "Option Securities" and, together with the Firm Securities, the "Securities"), upon the terms set forth in the Purchase Agreement by and among the Partnership, NorthStar Realty Finance Corp., a Maryland corporation and the sole general partner of the Partnership (the "Company"), and the Initial Purchasers, dated June 12, 2007 (the "Purchase Agreement
