NORTHSTAR REALTY FINANCE CORP. SHARES OF 8.75% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2006 • Northstar Realty • Real estate investment trusts • New York
NorthStar Realty Finance Corp., a Maryland corporation (the “Company”) and NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Operating Partnership”) agree with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Wachovia Capital Markets, LLC, Banc of America Securities LLC, KeyBanc Capital Markets and Stifel, Nicolaus & Company, Incorporated 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 8.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 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 the number of additional shares of Preferred Stock
SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Dated as of September 14, 2006Northstar Realty • September 14th, 2006 • Real estate investment trusts
THIS SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP (this “Amendment”), dated as of September 14, 2006, 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 so amended, the “Agreement”).
