NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP 7.50% EXCHANGEABLE SENIOR NOTES DUE 2031 INDENTURE DATED AS OF MARCH 9, 2011 NORTHSTAR REALTY FINANCE CORP., and NRFC SUB-REIT CORP., as Guarantors WILMINGTON TRUST FSB, as TrusteeIndenture • March 9th, 2011 • Northstar Realty • Real estate investment trusts • New York
THIS INDENTURE dated as of March 9, 2011 is by and among NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Issuer”), NorthStar Realty Finance Corp., a Maryland corporation (the “Parent Guarantor”), and NRFC Sub-REIT Corp., a Maryland corporation (the “Subsidiary Guarantor”), as Guarantors (each of the Parent Guarantor and the Subsidiary Guarantor, a “Guarantor” and, together, the “Guarantors”), and Wilmington Trust FSB, a federal savings bank, as Trustee (the “Trustee”).
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Fully and Unconditionally Guaranteed by NORTHSTAR REALTY FINANCE CORP. and NRFC SUB-REIT CORP. Registration Rights AgreementRegistration Rights Agreement • March 9th, 2011 • 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 Citigroup Global Markets Inc. and JMP Securities LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below) its 7.50% Exchangeable Senior Notes due 2031 (the “Notes”), guaranteed as to payment by the Company and the Private REIT (each as defined below) (the “Guarantee”), in aggregate principal amount of $150,000,000 (together with the Guarantee, 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 the Notes and the Guarantee endorsed thereon (together, 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 cor
