5,000,000 Shares NORTHSTAR REALTY FINANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 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 UBS Securities LLC and Citigroup Global Markets Inc. are acting as Representatives (in such capacity, the “Representatives”) 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 8.875% Series C 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 750,000 additional shares of Preferred Stock to cover over-allotments (the “O
FORM OF EIGHTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIPAgreement of Limited Partnership • October 10th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts
THIS EIGHTH 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, as further amended by the Second Amendment to the Agreement of Limited Partnership, dated as of September 14, 2006, as further amended by the Third Amendment to the Agreement of Limited Partnership, dated as of February 7, 2007, as further amend
