NORTHSTAR REALTY FINANCE CORP. DEALER MANAGER AGREEMENTDealer Manager Agreement • February 28th, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
The Existing Notes were issued pursuant to an indenture, dated as of March 9, 2011 (the “Existing Notes Indenture”), by and among the Operating Partnership, the Company, as parent guarantor, Sub-REIT, as subsidiary guarantor, and Wilmington Trust FSB, as trustee (the “Existing Notes Trustee”). The New Notes will be issued pursuant to a new indenture (the “New Notes Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “New Notes Trustee”), to be dated as of the Exchange Date. On the maturity date of the New Notes, the Company may elect to deliver shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), in lieu of cash, upon notice given to the holders of the New Notes in accordance with the provisions of the New Notes Indenture. Such shares of Common Stock are referred to herein as the “Settlement Shares.”
