0001047469-08-009070 Sample Contracts

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Fifth Amendment to the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership
Agreement of Limited Partnership • August 8th, 2008 • Northstar Realty • Real estate investment trusts

This Amendment is made as of May 29, 2008, by NORTHSTAR REALTY FINANCE CORP., a Maryland corporation, as general partner (the “General Partner”), of NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), for the purpose of further amending the Agreement of Limited Partnership of the Partnership dated October 19, 2004, as amended by the First Amendment to the Agreement of Limited Partnership, dated as of March 14, 2006, the Second Amendment to the Agreement of Limited Partnership, dated September 14, 2006, the Third Amendment to the Agreement of Limited Partnership, dated February 7, 2007 and the Fourth Amendment to the Agreement of Limited Partnership, dated May 24, 2007 (as so amended, the “Partnership Agreement”). All capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Partnership Agreement.

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