Unassociated Document


     

    SECOND
      AMENDMENT TO MASTER REPURCHASE AGREEMENT

    (VFCC/NorthStar)

     

    THIS
      SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT,
      dated
      as of June 22, 2007 (this “Amendment
      No. 2”),
      is
      entered into by and among NRFC
      WA HOLDINGS, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC”),
      NRFC
      WA HOLDINGS II, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC II”),
      NRFC
      WA HOLDINGS VII, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC VII”),
      NRFC
      WA HOLDINGS X, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC X”),
      NRFC
      WA HOLDINGS XI, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC XI”),
      NRFC
      WA HOLDINGS XII, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC XII”,
      and,
      together with NRFC, NRFC II, NRFC VII, NRFC X and NRFC XI,
      the “Seller”),
      VARIABLE
      FUNDING CAPITAL COMPANY LLC,
      as a
      purchaser (together with its successors and assigns, “VFCC”),
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,
      as the
      swingline purchaser (together with its successors and assigns in such capacity,
      the “Swingline
      Purchaser”,
      and,
      together with VFCC, the “Purchaser”),
      WACHOVIA
      CAPITAL MARKETS, LLC,
      as the
      deal agent for the Secured Parties (together with its successors and assigns
      in
      such capacity, the “Deal
      Agent”),
      NORTHSTAR
      REALTY FINANCE CORP,
      as a
      guarantor (together with its successors and permitted assigns, “NorthStar”),
      and
NORTHSTAR
      REALTY FINANCE L.P.,
      as a
      guarantor (together with its successors and permitted assigns, the “Operating
      Partnership”,
      and,
      together with NorthStar, the “Guarantor”),
      and
      consented to by NRFC
      SUB-REIT CORP.,
      as the
      pledgor (together with its successors and permitted assigns, the “Pledgor”),
      and
WELLS
      FARGO BANK, NATIONAL ASSOCIATION
      (together with it successors and permitted assigns, the “Custodian”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given to such terms in the Repurchase Agreement (as defined below).

    


    RECITALS

    


    WHEREAS,
      the
      Seller, the Guarantor, the Purchaser and the Deal Agent are parties to that
      certain Master Repurchase Agreement, dated as of May 14, 2007, as amended
      by the First Amendment to Master Repurchase Agreement, dated as of May 24,
      2007 (“Amendment
      No. 1”)
      (as
      such Master Repurchase Agreement is amended, modified, restated, replaced,
      waived, substituted, supplemented or extended from time to time, including
      pursuant to Amendment No. 1 and this Amendment No. 2, the
“Repurchase
      Agreement”);
      

    


    WHEREAS,
      the
      Seller and the Guarantor desire to make certain modifications to the Repurchase
      Documents;

    


    WHEREAS,
      the
      Purchaser and the Deal Agent are willing to modify the Repurchase Documents
      as
      requested by the Seller and the Guarantor on the terms and conditions specified
      herein; and

    


    WHEREAS,
      the
      Pledgor and the Custodian are parties to other Repurchase Documents and related
      agreements that may be affected, directly or indirectly, by this Amendment
      No. 2 and desires to evidence its agreement to the amendments and
      modifications set forth herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing recitals, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto, intending to be legally bound, agree as follows:

    


    Section
      1. Amendment
      to Repurchase Agreement.
      

    


    (a) The
      definition of “LIBOR Rate” contained in Subsection1.1 (b)
      of the
      Repurchase Agreement is hereby amended and restated as follows:

    


    ““LIBOR
      Rate”:
      For
      any day during any Accrual Period and any Transaction or portion thereof, a
      rate
      per annum equal to:

    


    (i) the
      posted rate for thirty (30) day deposits in United States Dollars appearing
      on Reuters Screen LIBORO1 Page (or any successor page) as of 11:00 a.m.
      (London time) on the Business Day which is the second (2nd) Business Day
      immediately preceding the applicable Purchase Date (with respect to the initial
      Accrual Period for such Transaction) and as of the second (2nd) Business Day
      immediately preceding the first (1st) day of the applicable Accrual Period
      (with respect to all subsequent Accrual Periods for such Transaction);
      or

    


    (ii) if
      no
      such rate appears on Reuters Screen LIBORO1 Page (or any successor page) at
      such
      time and day, then the LIBOR Rate shall be determined by Wachovia at its
      principal office in Charlotte, North Carolina as its rate (each such
      determination, absent manifest error, to be conclusive and binding on all
      parties hereto and their assignees) at which thirty (30) day deposits in
      United States Dollars are being, have been, or would be offered or quoted by
      Wachovia to major banks in the applicable interbank market for Eurodollar
      deposits at or about 11:00 a.m. (Charlotte, North Carolina time) on such
      day.”

    


    (b) Clause
      (vi)
      of
Subsection 5.1(v)
      to the
      Repurchase Agreement is hereby amended and restated as follows:

    


    “(iii) Fixed
      Charge Coverage.
      For
      each Test Period, NorthStar shall maintain a minimum Fixed Charge Coverage
      Ratio
      of 1.25x.”

    


    Section
      2. [Reserved].

    


    Section
      3. Repurchase
      Documents in Full Force and Effect as Modified.

    


    Except
      as
      specifically modified hereby, the Repurchase Documents shall remain in full
      force and effect. All references to any Repurchase Document shall be deemed
      to
      mean each Repurchase Document as modified by this Amendment No. 2. This
      Amendment No. 2 shall not constitute a novation of the Repurchase
      Documents, but shall constitute a modification thereof. The parties hereto
      agree
      to be bound by the terms and conditions of the Repurchase Documents, as modified
      by this Amendment No. 2, as though such terms and conditions were set forth
      herein.

    


    Section
      4. Representations. 

    


    Each
      of
      the Seller, the Guarantor and the Pledgor represent and warrant, as of the
      date
      of this Amendment No. 2, as follows:

     

    (a) it
      is
      duly incorporated or organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization and each jurisdiction where it conducts
      business;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) the
      execution, delivery and performance by it of this Amendment No. 2 is within
      its corporate, company or partnership powers, has been duly authorized and
      does
      not contravene (1) its Authority Documents or its applicable resolutions,
      (2) any Applicable Law or (3) any Contractual Obligation, Indebtedness
      or Guarantee Obligation;

    


    (c) no
      consent, license, permit, approval or authorization of, or registration, filing
      or declaration with, any Governmental Authority or other Person is required
      in
      connection with the execution, delivery, performance, validity or enforceability
      by or against it of this Amendment No. 2;

    


    (d) this
      Amendment No. 2 has been duly executed and delivered by it;

    


    (e) this
      Amendment No. 2, as well as each of the Repurchase Documents as modified by
      this Amendment No. 2, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except as enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting the enforcement of creditors’ rights generally or by
      general principles of equity; 

    


    (f) no
      Default or Event of Default exists or will exist after giving effect to this
      Amendment No. 2; and

    


    (g) each
      of
      the Repurchase Documents is in full force and effect and neither the Seller,
      the
      Guarantor nor the Pledgor has any defense, offset, counterclaim, abatement,
      right of rescission or other claims, legal or equitable, available to the
      Seller, the Guarantor, the Pledgor or any other Person with respect to this
      Amendment No. 2, the Repurchase Agreement, the Repurchase Documents or any
      other instrument, document and/or agreement described herein or therein, as
      modified and amended hereby, or with respect to the obligation of the Seller
      and
      the Guarantor to repay the Obligations and other amounts due under the
      Repurchase Documents.

    


    Section
      5. Conditions
      Precedent.

    


    The
      effectiveness of this Amendment No. 2 is subject to the following
      conditions precedent: (i) delivery
      to the Deal Agent of this Amendment No. 2 duly executed by each of the
      parties hereto; (ii) the payment of all reasonable legal fees and expenses
      of Moore & Van Allen PLLC, as counsel to the Deal Agent, in the amount to be
      set forth on a separate invoice; and (iii) such other documents, agreements
      or certifications as the Deal Agent may reasonably require.

    


    Section
      6. Miscellaneous.

    


    (a) This
      Amendment No. 2 may be executed in any number of counterparts (including by
      facsimile), and by the different parties hereto on the same or separate
      counterparts, each of which shall be deemed to be an original instrument but
      all
      of which together shall constitute one and the same agreement.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) The
      descriptive headings of the various sections of this Amendment No. 2 are
      inserted for convenience of reference only and shall not be deemed to affect
      the
      meaning or construction of any of the provisions hereof.

    


    (c) This
      Amendment No. 2 may not be amended or otherwise modified, waived or
      supplemented except as provided in the Repurchase Agreement.

    


    (d) The
      interpretive provisions of Section 1.2
      of the
      Repurchase Agreement are incorporated herein mutatis mutandis.

    


    (e) This
      Amendment No. 2 represents the final agreement among the parties and may
      not be contradicted by evidence of prior, contemporaneous or subsequent oral
      agreements between the parties. There are no unwritten oral agreements between
      the parties.

    


    (f) THIS
      AMENDMENT NO. 2
      AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT NO. 2
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
      PROVISIONS.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this Amendment No. 2 to be executed by their respective
      officers thereunto duly authorized, as of the date first above
      written.

    
      	 	 	 
	THE
              SELLERS:	NRFC
              WA
              HOLDINGS, LLC,
              
              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	/s/
              Albert Tylis    
	 	
              

              Name: Albert
                Tylis    

              Title: Executive
                Vice President, General  Counsel
                

              and
                Assistant Secretary  

            


    

     

    
      
        	 	
                Address
                  for Notices:

              	 
	 	 	 
	 	
                NRFC
                  WA Holdings, LLC

              
	 	
                c/o
                  NorthStar Realty Finance Corp.

              
	 	
                399
                  Park Avenue, 18th floor

              
	 	
                New
                  York, New York 10022

              
	 	
                Attention:

              	
                Andy
                  Richardson

              
	 	 	
                Al
                  Tylis, Esq.

              
	 	 	
                Daniel
                  R. Gilbert

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  547-2700

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  547-2650

              
	 	 	
                (212)
                  547-2641

              
	 	 	
                (212)
                  547-2680

              
	 	 	 
	 	
                with
                  a copy to:

              	 
	 	 	 
	 	
                Paul
                  Hastings Janofsky & Walker LLP

              
	 	
                75
                  East 55th
                  Street

              	 
	 	
                New
                  York, New York

              	
                10022

              
	 	
                Attention:

              	
                Robert
                  J. Grados, Esq.

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  230-7830

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  318-6923

              
	 	 	 


      

    

     

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	 THE
              SELLERS (cont.):	NRFC
              WA
              HOLDINGS II, LLC,
              
              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	/s/
              Albert Tylis    
	 	
              

              Name: Albert
                Tylis    

              Title: Executive
                Vice President, General  Counsel
                

              and
                Assistant Secretary  

            


       

    

    
      
        
          	 	
                  Address
                    for Notices:

                	 
	 	 	 
	 	
                  NRFC
                    WA Holdings II, LLC

                
	 	
                  c/o
                    NorthStar Realty Finance Corp.

                
	 	
                  399
                    Park Avenue, 18th floor

                
	 	
                  New
                    York, New York 10022

                
	 	
                  Attention:

                	
                  Andy
                    Richardson

                
	 	 	
                  Al
                    Tylis, Esq.

                
	 	 	
                  Daniel
                    R. Gilbert

                
	 	
                  Facsimile
                    No.:

                	
                  (212)
                    547-2700

                
	 	
                  Confirmation
                    No.:

                	
                  (212)
                    547-2650

                
	 	 	
                  (212)
                    547-2641

                
	 	 	
                  (212)
                    547-2680

                
	 	 	 
	 	
                  with
                    a copy to:

                	 
	 	 	 
	 	
                  Paul
                    Hastings Janofsky & Walker LLP

                
	 	
                  75
                    East 55th
                    Street

                	 
	 	
                  New
                    York, New York

                	
                  10022

                
	 	
                  Attention:

                	
                  Robert
                    J. Grados, Esq.

                
	 	
                  Facsimile
                    No.:

                	
                  (212)
                    230-7830

                
	 	
                  Confirmation
                    No.:

                	
                  (212)
                    318-6923

                
	 	 	 


        

      

       

    

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	 THE
                SELLERS (cont.):	NRFC
                WA
                HOLDINGS VII, LLC,
                
                a
                  Delaware limited liability company

              
	 
 	 
 	 
 
	 	By:  	/s/
                Albert Tylis    
	 	
                

                Name: Albert
                  Tylis    

                Title: Executive
                  Vice President, General  Counsel

                and
                  Assistant Secretary

              


      

      
        
           

          
            
              	 	
                      Address
                        for Notices:

                    	 
	 	 	 
	 	
                      NRFC
                        WA Holdings VII, LLC

                    
	 	
                      c/o
                        NorthStar Realty Finance Corp.

                    
	 	
                      399
                        Park Avenue, 18th floor

                    
	 	
                      New
                        York, New York 10022

                    
	 	
                      Attention:

                    	
                      Andy
                        Richardson

                    
	 	 	
                      Al
                        Tylis, Esq.

                    
	 	 	
                      Daniel
                        R. Gilbert

                    
	 	
                      Facsimile
                        No.:

                    	
                      (212)
                        547-2700

                    
	 	
                      Confirmation
                        No.:

                    	
                      (212)
                        547-2650

                    
	 	 	
                      (212)
                        547-2641

                    
	 	 	
                      (212)
                        547-2680

                    
	 	 	 
	 	
                      with
                        a copy to:

                    	 
	 	 	 
	 	
                      Paul
                        Hastings Janofsky & Walker LLP

                    
	 	
                      75
                        East 55th
                        Street

                    	 
	 	
                      New
                        York, New York

                    	
                      10022

                    
	 	
                      Attention:

                    	
                      Robert
                        J. Grados, Esq.

                    
	 	
                      Facsimile
                        No.:

                    	
                      (212)
                        230-7830

                    
	 	
                      Confirmation
                        No.:

                    	
                      (212)
                        318-6923

                    
	 	 	 


            

          

           

        

      

    

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	 THE
                SELLERS (cont.):	NRFC
                WA
                HOLDINGS X, LLC,
                
                a
                  Delaware limited liability company

              
	 
 	 
 	 
 
	 	By:  	/s/
                Albert Tylis    
	 	
                

                Name: Albert
                  Tylis    

                Title: Executive
                  Vice President, General  Counsel
                  

                and
                  Assistant Secretary

              


      

    

     

    
      
        
          	 	
                  Address
                    for Notices:

                	 
	 	 	 
	 	
                  NRFC
                    WA Holdings X, LLC

                
	 	
                  c/o
                    NorthStar Realty Finance Corp.

                
	 	
                  399
                    Park Avenue, 18th floor

                
	 	
                  New
                    York, New York 10022

                
	 	
                  Attention:

                	
                  Andy
                    Richardson

                
	 	 	
                  Al
                    Tylis, Esq.

                
	 	 	
                  Daniel
                    R. Gilbert

                
	 	
                  Facsimile
                    No.:

                	
                  (212)
                    547-2700

                
	 	
                  Confirmation
                    No.:

                	
                  (212)
                    547-2650

                
	 	 	
                  (212)
                    547-2641

                
	 	 	
                  (212)
                    547-2680

                
	 	 	 
	 	
                  with
                    a copy to:

                	 
	 	 	 
	 	
                  Paul
                    Hastings Janofsky & Walker LLP

                
	 	
                  75
                    East 55th
                    Street

                	 
	 	
                  New
                    York, New York

                	
                  10022

                
	 	
                  Attention:

                	
                  Robert
                    J. Grados, Esq.

                
	 	
                  Facsimile
                    No.:

                	
                  (212)
                    230-7830

                
	 	
                  Confirmation
                    No.:

                	
                  (212)
                    318-6923

                
	 	 	 


        

      

       

    

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	 THE
                  SELLERS (cont.):	NRFC
                  WA
                  HOLDINGS XI, LLC,
                  
                  a
                    Delaware limited liability company

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Albert Tylis    
	 	
                  

                  Name: Albert
                    Tylis    

                  Title: Executive
                    Vice President, General  Counsel
                    

                  and
                    Assistant Secretary

                


        

      

       

      
        
          
            
              	 	
                      Address
                        for Notices:

                    	 
	 	 	 
	 	
                      NRFC
                        WA Holdings XI, LLC

                    
	 	
                      c/o
                        NorthStar Realty Finance Corp.

                    
	 	
                      399
                        Park Avenue, 18th floor

                    
	 	
                      New
                        York, New York 10022

                    
	 	
                      Attention:

                    	
                      Andy
                        Richardson

                    
	 	 	
                      Al
                        Tylis, Esq.

                    
	 	 	
                      Daniel
                        R. Gilbert

                    
	 	
                      Facsimile
                        No.:

                    	
                      (212)
                        547-2700

                    
	 	
                      Confirmation
                        No.:

                    	
                      (212)
                        547-2650

                    
	 	 	
                      (212)
                        547-2641

                    
	 	 	
                      (212)
                        547-2680

                    
	 	 	 
	 	
                      with
                        a copy to:

                    	 
	 	 	 
	 	
                      Paul
                        Hastings Janofsky & Walker LLP

                    
	 	
                      75
                        East 55th
                        Street

                    	 
	 	
                      New
                        York, New York

                    	
                      10022

                    
	 	
                      Attention:

                    	
                      Robert
                        J. Grados, Esq.

                    
	 	
                      Facsimile
                        No.:

                    	
                      (212)
                        230-7830

                    
	 	
                      Confirmation
                        No.:

                    	
                      (212)
                        318-6923

                    


            

          

           

        

      

    

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	 THE
                    SELLERS (cont.):	NRFC
                    WA
                    HOLDINGS XII, LLC,
                    
                    a
                      Delaware limited liability company

                  
	 
 	 
 	 
 
	 	By:  	/s/
                    Albert Tylis    
	 	
                    

                    Name: Albert
                      Tylis    

                    Title: Executive
                      Vice President, General  Counsel

                     and
                      Assistant Secretary

                  


          

        

         

      

    

    
      
        
          
            	 	
                    Address
                      for Notices:

                  	 
	 	 	 
	 	
                    NRFC
                      WA Holdings XII, LLC

                  
	 	
                    c/o
                      NorthStar Realty Finance Corp.

                  
	 	
                    399
                      Park Avenue, 18th floor

                  
	 	
                    New
                      York, New York 10022

                  
	 	
                    Attention:

                  	
                    Andy
                      Richardson

                  
	 	 	
                    Al
                      Tylis, Esq.

                  
	 	 	
                    Daniel
                      R. Gilbert

                  
	 	
                    Facsimile
                      No.:

                  	
                    (212)
                      547-2700

                  
	 	
                    Confirmation
                      No.:

                  	
                    (212)
                      547-2650

                  
	 	 	
                    (212)
                      547-2641

                  
	 	 	
                    (212)
                      547-2680

                  
	 	 	 
	 	
                    with
                      a copy to:

                  	 
	 	 	 
	 	
                    Paul
                      Hastings Janofsky & Walker LLP

                  
	 	
                    75
                      East 55th
                      Street

                  	 
	 	
                    New
                      York, New York

                  	
                    10022

                  
	 	
                    Attention:

                  	
                    Robert
                      J. Grados, Esq.

                  
	 	
                    Facsimile
                      No.:

                  	
                    (212)
                      230-7830

                  
	 	
                    Confirmation
                      No.:

                  	
                    (212)
                      318-6923

                  


          

        

         

      

    

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              THE
                PURCHASERS:

            	
              VARIABLE
                FUNDING CAPITAL COMPANY LLC,
                as
                  a Purchaser

              

            
	 	 

              By:  Wachovia
                Capital Markets, LLC,

              as
                attorney-in-fact

            
	 	 	 
	
            	By:  	 /s/ Douglas
              R. Wilson, Sr.   
	 	
              

              Name:
                Douglas R. Wilson, Sr.    

              Title:
                Director

                

            


    

    
      
        	 	
                Variable
                  Funding Capital Company LLC

              
	 	
                c/o
                  Wachovia Capital Markets, LLC

              
	 	
                One
                  Wachovia Center, Mail Code: TW10

              
	 	
                301
                  South College Street

              
	 	
                Charlotte,
                  North Carolina 28288

              
	 	
                Attention:

              	
                Conduit
                  Administration

              
	 	
                Facsimile
                  No.:

              	
                (704)
                  383-9579

              
	 	
                Confirmation
                  No.:

              	
                (704)
                  374-2520

              
	 	 	 
	 	
                with
                  a copy to:

              	 
	 	 	 
	 	
                Wachovia
                  Capital Markets, LLC

              
	 	
                One
                  Wachovia Center, Mail Code: NC0166

              
	 	
                301
                  South College Street

              
	 	
                Charlotte,
                  North Carolina 28288

              
	 	
                Attention:

              	
                Lee
                  Goins

              
	 	
                Facsimile
                  No.:

              	
                (704)
                  715-0066

              
	 	
                Confirmation
                  No.:

              	
                (704)
                  715-7655

              


      

    

     

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        S-7

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              THE
                PURCHASERS (cont.):

            	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,
                

              as
                the Swingline Purchaser

               

            
	
            	By:  	 /s/
              H. Lee Goins III    
	 	
              

              Name: 
                H.
                Lee Goins III    

              Title: 
                Vice President    

            


    

    
    

     

    
      
        	 	
                Wachovia
                  Bank, National Association

              
	 	
                One
                  Wachovia Center, Mail Code: NC0166

              
	 	
                301
                  South College Street

              
	 	
                Charlotte,
                  North Carolina 28288

              
	 	
                Attention:

              	
                Lee
                  Goins

              
	 	
                Facsimile
                  No.:

              	
                (704)
                  715-0066

              
	 	
                Confirmation
                  No.:

              	
                (704)
                  715-7655

              
	 	 	 


      

    

     

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	 THE
              DEAL AGENT: 	WACHOVIA
              CAPITAL MARKETS, LLC
	 
 	 
 	 
 
	
            	By:  	 /s/
              Christina Hatfield
	 	
              

              Name: Christina
                Hatfield

              Title:   Assistant
                Vice President

                 

            


    

    
      
        
          	 	
                  Wachovia
                    Capital Markets, LLC

                
	 	
                  One
                    Wachovia Center, Mail Code: NC0166

                
	 	
                  301
                    South College Street

                
	 	
                  Charlotte,
                    North Carolina 28288

                
	 	
                  Attention:

                	
                  Lee
                    Goins

                
	 	
                  Facsimile
                    No.:

                	
                  (704)
                    715-0066

                
	 	
                  Confirmation
                    No.:

                	
                  (704)
                    715-7655

                


        

         

      

    

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        S-9

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 THE
              GUARANTORS:	NORTHSTAR
              REALTY FINANCE CORP., 
              a
                Maryland corporation

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Albert Tylis
	 	
              

              Name:
                Albert Tylis

              Title:
                Executive Vice President, General Counsel 
                and
                  Assistant Secretary

              

            


    

     

    
      
        	 	
                NorthStar
                  Realty Finance Corp.

              
	 	
                399
                  Park Avenue, 18th floor

              
	 	
                New
                  York, New York 10022

              
	 	
                Attention:

              	
                Andy
                  Richardson

              
	 	 	
                Al
                  Tylis, Esq.

              
	 	 	
                Daniel
                  R. Gilbert

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  547-2700

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  547-2650

              
	 	 	
                (212)
                  547-2641

              
	 	 	
                (212)
                  547-2680

              
	 	 	 
	 	
                with
                  a copy to:

              	 
	 	 	 
	 	
                Paul
                  Hastings Janofsky & Walker LLP

              
	 	
                75
                  East 55th
                  Street

              	 
	 	
                New
                  York, New York

              	
                10022

              
	 	
                Attention:

              	
                Robert
                  J. Grados, Esq.

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  230-7830

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  318-6923

              


      

    

     

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        S-10

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 THE
              GUARANTORS (cont.):	 NORTHSTAR
              REALTY FINANCE L.P., 
              a
                Delaware limited partnership, 

            
	 	 	 
	 	
              By:
                

            	
              NorthStar
                Realty Finance Corp., a Maryland corporation, its general
                partner

            
	 
 	 
 	 
 
	
            	By:  	/s/ Albert Tylis
	 	
              

              
                Name:
                  Albert Tylis

                Title:
                  Executive Vice President, General Counsel 
                  and
                    Assistant
                    Secretary

                

              

            


    

     

    

      
        	 	
                NorthStar
                  Realty Finance L.P.

              
	 	
                c/o
                  NorthStar Realty Finance Corp.

              
	 	
                399
                  Park Avenue, 18th floor

              
	 	
                New
                  York, New York 10022

              
	 	
                Attention:

              	
                Andy
                  Richardson

              
	 	 	
                Al
                  Tylis, Esq.

              
	 	 	
                Daniel
                  R. Gilbert

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  547-2700

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  547-2650

              
	 	 	
                (212)
                  547-2641

              
	 	 	
                (212)
                  547-2680

              
	 	 	 
	 	
                with
                  a copy to:

              	 
	 	 	 
	 	
                Paul
                  Hastings Janofsky & Walker LLP

              
	 	
                75
                  East 55th
                  Street

              	 
	 	
                New
                  York, New York

              	
                10022

              
	 	
                Attention:

              	
                Robert
                  J. Grados, Esq.

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  230-7830

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  318-6923

              


      

    

     

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        S-11

        
          

        

      

      
        
        

      

    

     

    Acknowledged and Agreed to:

    
      	 	 	 
	 THE
              PLEDGOR: 	 NRFC
              SUB-REIT CORP.,
              
              a
                Maryland corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Albert Tylis
	 	
              

              
                Name:
                  Albert Tylis

                Title:
                  Executive Vice President, General Counsel 
                  and
                    Assistant
                    Secretary

                

              

            


    

     

    
      
        	 	
                NRFC
                  Sub-REIT Corp.

              
	 	 
	 	
                c/o
                  NorthStar Realty Finance Corp.

              
	 	
                399
                  Park Avenue, 18th floor

              
	 	
                New
                  York, New York 10022

              
	 	
                Attention:

              	
                Andy
                  Richardson

              
	 	 	
                Al
                  Tylis, Esq.

              
	 	 	
                Daniel
                  R. Gilbert

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  547-2700

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  547-2650

              
	 	 	
                (212)
                  547-2641

              
	 	 	
                (212)
                  547-2680

              
	 	 	 
	 	
                with
                  a copy to:

              	 
	 	 	 
	 	
                Paul
                  Hastings Janofsky & Walker LLP

              
	 	
                75
                  East 55th
                  Street

              	 
	 	
                New
                  York, New York

              	
                10022

              
	 	
                Attention:

              	
                Robert
                  J. Grados, Esq.

              
	 	
                Facsimile
                  No.:

              	
                (212)
                  230-7830

              
	 	
                Confirmation
                  No.:

              	
                (212)
                  318-6923

              


      

    

     

    
      
        
        

      

      
        S-12

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 THE
              CUSTODIAN: 	WELLS
              FARGO BANK, NATIONAL ASSOCIATION
	 
 	 
 	 
 
	
            	By:  	 /s/
              Christina Hatfield
	 	
              

              Name: Christina
                Hatfield

              
                Title:   Assistant
                  Vice President

              

            


    

    
      
        	 	 	 
	 	
                Wells
                  Fargo Bank, National Association

              
	 	
                1055
                  10th Avenue SE

              	 
	 	
                Minneapolis,
                  Minnesota 55414

              
	 	
                Attention:

              	
                Tina
                  Hatfield,

              
	 	 	
                Assistant
                  Vice President

              
	 	
                Facsimile:
                  No:

              	
                (612)
                  466-5416

              
	 	
                Confirmation
                  No:

              	
                (612)
                  466-5252

              


      

    

     

    
      
        
        

      

      
        S-13