0001273801-15-000021 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 19th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “Second Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Predecessor Company”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Successor Company”), and Wilmington Trust Company, as Trustee under the Indenture referred to below.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 19th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “Second Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Predecessor Company”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.

CREDIT AGREEMENT dated as of [______], 2015,
Credit Agreement • March 19th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

This CREDIT AGREEMENT (this "Agreement") dated as of [___], among NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower"), NORTHSTAR REALTY FINANCE CORP, a Maryland corporation ("Guarantor"), the Lenders from time to time a party hereto and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, "Administrative Agent") for the Lenders.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP
Northstar Realty Finance Corp. • March 19th, 2015 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, dated as of March 13, 2015 is entered into by and among NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), as the General Partner and a Limited Partner, and the limited partners that are a party hereto from time to time.

AMENDED AND RESTATED FACILITY AGREEMENT
Facility Agreement • March 19th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

This Agreement amends, restates and replaces in its entirety the Facility Agreement dated as of September 26, 2014 (the "Initial Agreement") between NorthStar Realty Finance Corp., a Maryland corporation (the "Initial Borrower"), and UBS.

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