Standard Contracts
1,600,000 Shares NORTHSTAR REALTY FINANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
Each of NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), and NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), agrees with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (in such capacity, the “Representative”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares (the “Initial Shares”) of 8.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, liquidation preference $25.00 per share, of the Company (“Preferred Stock”) set forth in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 240,000 additional shares of Preferred Stock to cover over-allotments (the “Option Shares”), if any, fro
FORM OF SIXTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIPAgreement of Limited Partnership • March 19th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts
THIS SIXTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP (this “Amendment”), dated as of , is hereby adopted by NorthStar Realty Finance Corp., a Maryland corporation (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of October 19, 2004, as amended by the First Amendment to the Agreement of Limited Partnership, dated as of March 14, 2006, the Second Amendment, dated September 14, 2006, the Third Amendment, dated as of February 7, 2007, the Fourth Amendment, dated as of May 24, 2007 and the Fifth Amendment, dated as of May 29, 2008 (as so amended, the “Agreement”).
