NORTHSTAR REALTY FINANCE CORP. NRFC NNN HOLDINGS, LLC $80,000,000 11.50% EXCHANGEABLE SENIOR NOTES DUE 2013 Registration Rights AgreementRegistration Rights Agreement • July 25th, 2008 • Northstar Realty • Real estate investment trusts • New York
NRFC NNN Holdings, LLC, a Delaware limited liability company (the “Issuer”), proposes to issue and sell to Wachovia Capital Markets, LLC and JMP Securities LLC, as the initial purchasers (the “Initial Purchasers”) $80,000,000 in aggregate principal amount of its 11.50% Exchangeable Senior Notes due 2013 (the “Notes”), guaranteed as to payment by the Guarantors (as defined below) (the “Guarantees” and, together with the Notes, the “Securities”), upon the terms set forth in the Purchase Agreement by and among the Issuer, NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”, the Company, the Operating Partnership and Sub-REIT are collectively referred to herein as the “Guarantors”), and the Initial Purchasers, dated May 22, 2008 (the “Purchase Agreement”), relating to the initial placement (the “Initial Place
