NORTHSTAR HEALTHCARE INCOME, INC. SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated February 4, 2013 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Healthcare Income, Inc. (the “Company”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), is made as of October 29, 2013 (the “Effective Date”), by and between NORTHSTAR REALTY HEALTHCARE, LLC, a Delaware limited liability company (“Seller”); NRFC BLACKHAWK HOLDINGS, LLC, a Delaware limited liability company, (the “Company”); and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“Buyer”).
ENVIRONMENTAL INDEMNIFICATION AGREEMENTEnvironmental Indemnification Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Connecticut
ENVIRONMENTAL INDEMNIFICATION AGREEMENT ("Agreement") dated this 3rd day of June, 2013, made by and among NRFC CLINTON HOLDINGS, LLC (herein called "Borrower"), a Delaware limited liability company, having its chief executive offices and principal places of business at NorthStar Realty Healthcare, LLC, 399 Park Avenue, 18th Floor, New York, New York 10022, Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel, PEREGRINE WAY OF CT, LLC, a New York limited liability Company, having its chief executive offices and principal places of business at 217 Montgomery Street, Sixth Floor, Syracuse, NY 13202, Attention: Mark D. Farchione (herein called “Guarantor”), (the Borrower and Guarantor are individually and collectively sometimes referred to herein either as the “Indemnitor” or the “Indemnitors”) and WEBSTER BANK, NATIONAL ASSOCIATION, a national association having an address at 145 Bank Street, Waterbury, Connecticut 06702 (the "Lender").
COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Connecticut
THIS COMMERCIAL LOAN AGREEMENT dated as of June 3, 2013, between WEBSTER BANK, NATIONAL ASSOCIATION (herein called “Bank”) a national association having an office at 145 Bank Street, Waterbury, Connecticut and NRFC CLINTON HOLDINGS, LLC (herein called “Borrower”), a Delaware limited liability company, having its chief executive offices and principal places of business at NorthStar Realty Finance, 399 Park Avenue, 18th Floor, New York, New York 10022, Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel, and PEREGRINE WAY OF CT, LLC (herein called “Guarantor”), a New York limited liability company having its chief executive offices and principal places of business at 217 Montgomery Street, Sixth Floor, Syracuse, NY 13202, Attention: Mark D. Farchione.
COMMERCIAL TERM NOTECommercial Term Note • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, NRFC CLINTON HOLDINGS, LLC, (herein called “Borrower”), a Delaware limited liability company, having its chief executive offices and principal places of business at NorthStar Realty Finance, 399 Park Avenue, 18th floor, New York, New York 10022, Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel, promises to pay to the order of WEBSTER BANK, NATIONAL ASSOCIATION (hereinafter sometimes referred to as “Holder” or “Bank”), a national association, organized and existing under the laws of the United States of America, its successors and assigns, at its office at 145 Bank Street, Waterbury, Connecticut, or at such other place as the Holder hereof may designate in writing, the principal sum of SEVEN MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND and 00/100 ($7,875,000.00) DOLLARS, together with interest thereon as set forth below The Borrower shall also pay all taxes levied or assessed upon said sum against said payee or the Holder
PLEDGE AGREEMENTPledge Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Connecticut
THIS PLEDGE AGREEMENT (as amended from time to time, this “Agreement”) dated as of June 3, 2013, by and between NRFC CLINTON HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) with its principal place of business at c/o NorthStar Realty Finance, 399 Park Avenue, 18th floor, New York, New York 10022 Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel, PEREGRINE WAY OF CT, LLC, a New York limited liability company (herein “Guarantor” ), with its principal place of business at 217 Montgomery Street, Syracuse, NY 13202, Attention: Mark D. Farchione, and WEBSTER BANK, NATIONAL ASSOCIATION (the “Lender”), Webster Plaza, 145 Bank Street, Waterbury, Connecticut 06702.
SECURITY AGREEMENTSecurity Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Connecticut
This is a Security Agreement made this 3rd day of June, 2013 by and between NRFC CLINTON HOLDINGS, LLC, a Delaware limited liability company, having its chief executive offices and principal places of business at NorthStar Reality Finance, 399 Park Avenue, 18th floor, New York, New York 10022 Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel (the “Debtor”) and WEBSTER BANK, NATIONAL ASSOCIATION, a national association (the “Bank”), Webster Plaza, 145 Bank Street, Waterbury, Connecticut 06702.
OPEN-END MORTGAGE DEED, SECURITY AGREEMENT AND ASSIGNMENTOpen-End Mortgage Deed, Security Agreement and Assignment • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Connecticut
THIS OPEN-END MORTGAGE DEED, SECURITY AGREEMENT AND ASSIGNMENT, dated as of June 3, 2013 (herein the “Mortgage”), is made by NRFC CLINTON HOLDINGS, LLC, being a Delaware limited liability company organized and existing under the laws of the State of Delaware having its chief executive office and principal place of business at NorthStar Realty Finance, 399 Park Avenue, 18th floor, New York, New York 10022 Attn: Ronald J. Lieberman, Esq., Executive Vice President
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
THIS ASSIGNMENT made as of this 3rd day of June, 2013 by NRFC CLINTON HOLDINGS, LLC, a Delaware limited liability company with an address at c/o NorthStar Realty Finance, 399 Park Avenue, 18th floor, New York, New York 10022 Attn: Ronald J. Lieberman, Esq., Executive Vice President and General Counsel (“Mortgagor”), to WEBSTER BANK, NATIONAL ASSOCIATION, a national bank having its principal place of business at 145 Bank Street, Waterbury, Connecticut (hereinafter called “Mortgagee”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • December 24th, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), is made as of October 29, 2013 (the “Effective Date”), by and between NORTHSTAR REALTY HEALTHCARE, LLC, a Delaware limited liability company (“Seller”); NRFC GRACE GARDENS HOLDINGS, LLC, a Delaware limited liability company, (the “Holdings Company”); HILLTOPPER ASSISTED LIVING, LLC, a Kansas limited liability company (“Hilltopper” and, together with the Holdings Company, the “Company”) and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“Buyer”).
