0001047469-08-011746 Sample Contracts

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • November 6th, 2008 • Northstar Realty • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of October 7, 2008 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by NORTHSTAR REALTY FINANCE CORP., a Maryland corporation, having its principal place of business at 399 Park Avenue, 18th Floor, New York, New York 10022 (the “Guarantor”), in favor of the Buyer referred to below.

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AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 6th, 2008 • Northstar Realty • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of October 7, 2008 (this “Amendment”), by and among NRFC JP HOLDINGS, LLC (the “Seller”), and JPMORGAN CHASE BANK, N.A. (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as defined below).

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