NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP 5.375% EXCHANGEABLE SENIOR NOTES DUE 2033 INDENTURE DATED AS OF JUNE 19, 2013 NORTHSTAR REALTY FINANCE CORP., and NRFC SUB-REIT CORP., as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • June 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS INDENTURE dated as of June 19, 2013 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, National Association, a national banking association, 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 • June 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”), for whom Deutsche Bank Securities Inc. is acting as representative (the “Representative”), its 5.375% Exchangeable Senior Notes due 2033 (the “Notes”), guaranteed as to payment by the Company and the Private REIT (each as defined below) (the “Guarantee”), in aggregate principal amount of $300,000,000 (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 $45,000,000 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 M
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Fully and Unconditionally Guaranteed by NORTHSTAR REALTY FINANCE CORP. and NRFC SUB-REIT CORP. PURCHASE AGREEMENTPurchase Agreement • June 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
Each of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Company”), NorthStar Realty Finance Corp., a Maryland corporation (“NRF”), and NRFC Sub-REIT Corp., a Maryland corporation (the “Private REIT,” and together with NRF, the “Guarantors”), hereby confirms its agreement with Deutsche Bank Securities Inc., as representative (the “Representative”) of the several initial purchasers listed on Schedule I hereto (the “Initial Purchasers”), and each of the Initial Purchasers confirms its agreement with the Company and the Guarantors as set forth below.
