Exhibit
10.24


 


 


FIRST AMENDMENT TO


NOTE PURCHASE AGREEMENT


AND REPURCHASE DOCUMENTS


(Wachovia/NRF—Reindeer Ltd.)


 


THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of November 6, 2007
(this “Amendment No. 1”), is entered into by and among NRF—REINDEER LTD., a Cayman Islands exempted limited
liability company, as the seller (together with its successors and permitted
assigns, the “Seller”), NORTHSTAR REALTY FINANCE
CORP., a Maryland corporation, as the guarantor (together with its
successors and permitted assigns, the “Guarantor”) and WACHOVIA BANK, N.A. (LONDON BRANCH), as the purchaser
(together with its successors and assigns, the “Purchaser”) and
consented to by NRFC LUXEMBOURG HOLDINGS I S.À R.L.
(together with its successors and permitted assigns, “NRFC Luxembourg”).  Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Purchase
Agreement (as defined below).


 


R E C I T A L S


 


WHEREAS, the Seller and the Purchaser are parties to that
certain Note Purchase Agreement, dated as of March 29, 2007 (as amended,
modified, restated, replaced, waived, substituted, supplemented or extended
from time to time, including this Amendment No. 1, the “Purchase
Agreement”);


 


WHEREAS, the Seller desires to make certain modifications
to the Repurchase Documents;


 


WHEREAS, the Guarantor desires to make certain
modifications to the Guaranty Agreement;


 


WHEREAS, NRFC Luxembourg desires to consent to the terms of
this Amendment No. 1; and


 


WHEREAS, the Purchaser is willing to modify the Repurchase
Documents as requested by the Seller and the Guarantor on the terms and conditions
specified 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 Purchase Agreement.


 


(a)           The following definition of “Administrative
Standard” is hereby added to Section 1 of Exhibit A to
the Purchase Agreement:


 


““Administrative Standard” shall mean
the Purchaser acting in its sole and absolute discretion subject to
commercial reasonableness and good faith.”


 


(b)           The definition of
“Asset Value” contained in Section 1 of Exhibit A to
the Purchase Agreement is hereby amended and restated in its entirety as
follows:


 


“”Asset
Value” shall mean, as of any date of determination for the
Purchased Items, the lesser of (1) the product of the Book Value
of the Purchased Items times the Advance Rate and (2) the
product of the Market Value of the Purchased Items times
the Advance Rate, in each case, taking into account
the maximum loan to value ratio determined by the Purchaser in its
discretion; provided, however, the Asset Value of the
Purchased Items may be reduced in the Purchaser’s discretion (in all
cases subject to the Administrative Standard) for any reason by an amount
determined by the Purchaser in its discretion (which amount may, in
the Purchaser’s discretion, be reduced to zero) with respect to the
Purchased Items, including, without limitation, (i) with respect
to the Purchased Items (including the Mortgaged Property with respect
thereto), the Mortgaged Property has deteriorated materially in value or
the Mortgaged Property and/or any applicable asset or development plan are
not performing as expected (whether related to construction progress,
re-leasing, zoning, reserve balances, servicing and any other similar
situations), including, without limitation, (A) the debt yield is less
than the prior quarter (except for known and planned events pursuant to any
asset business plan), (B) the lease-up plan or lot or condo
sales differ from the original asset business plan, (C) the debt service
reserve runs out with no replenishment feature or guaranty of interest, (D) any
construction timeline greater than six (6) months is off the initial
schedule, (E) cost overruns are greater than 15% to 20% or (F) required
principal pay downs are not met, (ii) in respect of which there is a
breach of a representation or warranty set forth in Subsection 5(w) of
the Agreement or in any other subsection of Section 5 (to the
extent such representation or warranty relates to the Purchased Items
or the Mortgaged Property or the Purchaser’s rights or remedies with respect
thereto), and in each case under this clause (ii) without regard to (A) knowledge
or lack of knowledge of a breach, (B) any qualifications (if any) to such
representations and warranties based on knowledge (regardless of how such
knowledge is qualified or phrased) and (C) representations or warranties
with respect to knowledge or lack of knowledge thereof, (iii) in respect
of which the complete Asset File has not been delivered to the Purchaser
within the time periods required by the Agreement, (iv) with respect to
which a Collateral Default has occurred,  (v) with respect to which
any funding commitment, funding obligation or any other obligation of any
kind shall have been transferred to the Purchaser, (vi) for which
an Asset Document or Asset File has been released from the possession
of the Purchaser or its designee to the Seller or its designee and
the same has not been returned to the Purchaser for a period in excess of
twenty (20) calendar days, other than with the consent of
the Purchaser, (vii) any portion (including any interest that is
senior or pari passu to the Purchased Items)
has been downgraded by any Rating Agency and/or (viii) with respect
to which there has occurred any Insolvency Proceeding with respect to
any Obligor or any co—participant or any Person having an interest in
the Purchased Items or any related Mortgaged Property which is pari passu with, in right of payment or priority, the rights
of the Purchaser in such Purchased Items.  Notwithstanding the foregoing or anything
else contained in the Agreement, (i) the Purchaser shall not have the
right to reduce the Asset Value of the Purchased Items if, as a result of
marking the Market Value thereof to market, the price at which 


 

















 


the Purchased
Items could readily be sold is less than the Market Value of the Purchased
Items at the time it was sold and pledged to the Purchaser due
to the interest rate spread or interest rate fluctuations payable by the
Obligor of such Purchased Items, (ii) in the case of each reduction
of the Asset Value by the Purchaser, the Purchaser shall act in
accordance with the Administrative Standard, (iii) except as provided
in clause (iv) below, the Purchaser may not reduce the Asset Value
other than on a quarterly basis commencing with the date of Amendment No. 1
to the Agreement and (iv) the Purchaser may reduce the Asset Value at
any time  if any event, happening,
situation or circumstance occurs (including, without limitation any event
described above in the proviso to the definition of Asset Value) at or with
respect to the Purchased Items or the Mortgaged Property
for such Purchased Items that impacts, affects, impairs or
results in a reduction of at least 10% of the Asset Value of
such Purchased Items.  If there is a
reduction of Asset Value and the Purchaser requires, in accordance with
the Agreement, a payment or prepayment in connection therewith,
the Purchaser will promptly provide the details and methodology of such
reduction to the Seller.”


 


(c)           The
following definition of “Cash Equivalents” is hereby added to Section 1
of Exhibit A to the Purchase Agreement:


 


““Cash
Equivalents” shall mean any of the following:  (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than
one (1) year from the date of acquisition, (b) time deposits or
certificates of deposit of any commercial bank incorporated under the laws of
the United States or any state thereof, of recognized standing having capital
and unimpaired surplus in excess of $1,000,000,000 and whose short-term
commercial paper rating at the time of acquisition is at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s (any such bank, an “Approved Bank”), with such deposits or
certificates having maturities of not more than one (1) year from the
date of acquisition, (c) repurchase obligations with a term of not more
than seven (7) days for underlying securities of the types described
in clauses (a) and (b) above entered into with any Approved
Bank, (d) commercial paper or finance company paper issued by any Person
incorporated under the laws of the United States or any state thereof and rated
at least A-1 or the equivalent thereof by S&P or at least P-1 or the
equivalent thereof by Moody’s, and in each case maturing not more than
one (1) year after the date of acquisition, and (e) investments
in money market funds that are registered under the Investment Company Act of
1940, as amended, which have net assets of at least $1,000,000,000 and at least
85% of whose assets consist of securities and other obligations of the type
described in clauses (a) through (e) above.  All such Cash Equivalents must be denominated
solely for payment in Dollars.”


 


(d)           The following definition of “Credit Agreement” is hereby
added to Section 1 of Exhibit A to the Purchase
Agreement:


 


““Credit Agreement” shall have the meaning
set forth in the definition of Credit Facility.”


 


(e)           The following definition of “Credit
Facility” is hereby added to Section 1 of Exhibit A to
the Purchase Agreement:


 


““Credit
Facility” shall mean that certain facility evidenced by, among other
agreements, the Credit Agreement, dated as of November 6, 2007, between by
and among the NRFC WA Holdings, LLC, a Delaware limited liability company, as a
borrower, NRFC WA Holdings II, LLC, a Delaware limited liability company, as a
borrower, NRFC WA Holdings VII, LLC, a 


 

















 


Delaware
limited liability company, as a borrower, NRFC WA Holdings X, LLC, a Delaware
limited liability company, as a borrower, NRFC WA Holdings XII, LLC, a Delaware
limited liability company, as a borrower, Northstar Realty Finance Corp., a
Maryland corporation, as a guarantor, Northstar Realty Finance L.P., a Delaware
limited partnership, as a guarantor, the several banks and other financial
institutions as are or may from time to time become parties to the Credit
Agreement (each, together with its successors and assigns, a “Lender”
and collectively, the “Lenders”), and Wachovia, as administrative agent
for the Lenders thereunder (as amended, modified, restated, replaced, waived,
substituted, supplemented or extended from time to time, the “Credit
Agreement”), as such agreements are amended, modified, restated, replaced,
waived, substituted, supplemented or extended from time to time.”


 


(f)            The following
definition of “Collateral Default” is hereby added to Section 1 of Exhibit A
to the Purchase Agreement:


 


““Collateral
Default” shall mean, with respect to the Note, the other Purchased Items,
the Asset Documents and the Loan, (a) any of the foregoing that is thirty
(30) or more days delinquent under the terms thereof, (b) for which there
is a material non-monetary default (beyond any applicable notice and cure
period) under the terms thereof, or (c) with respect to which the related
Obligor is the subject of an Insolvency Proceeding or Insolvency Event.”


 


(g)           The following definition of “Extension
Fee” is hereby added to Section 1 of Exhibit A to the
Purchase Agreement:


 


““Extension Fee” shall have the meaning set
forth in Section 4(l) of this Agreement.”


 


(h)           The
following definition of “Fair Market Value” is hereby added to Section 1
of Exhibit A to the Purchase Agreement:


 


““Fair
Market Value” shall mean, with respect to (a) a security listed on a
national securities exchange or recognized automated quotation system, the
price of such security as reported on such exchange by any widely recognized
reporting method customarily relied upon by financial institutions, and (b) with
respect to any other assets or Property, including realty, the price which
could be negotiated in an arm’s-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under
pressure or compulsion to complete the transaction.”


 


(i)            The definition of “Fixed Repurchase
Date” contained in Section 1 of Exhibit A to the
Purchase Agreement is hereby amended and restated in its entirety as follows:


 


““Fixed
Repurchase Date” shall mean November 6, 2009, as such date may be
extended pursuant to Section 4(k).”


 

















 


(j)            The following definition of “Intercreditor
Agreement” is hereby added to Section 1 of Exhibit A to
the Purchase Agreement:


 


“Intercreditor Agreement” shall mean the
Intercreditor Agreement to be extended into by and among the Purchaser and the
administrative agent under the Credit Agreement, as amended, modified,
restated, replaced, waived, substituted, supplemented or extended from time to
time.”


 


(k)           The following definition of “Net Cash
Proceeds” is hereby added to Section 1 of Exhibit A to
the Purchase Agreement:


 


““Net
Cash Proceeds” shall mean the aggregate cash proceeds, Cash Equivalents and
the Fair Market Value of all other Property and assets received by, or payable
to, the Seller or any Subsidiary or Affiliate in respect of any sale or other
disposition of the Purchased Items, net of (a) direct costs (including,
without limitation, legal, accounting and investment banking fees, and sales
commissions) associated therewith, and (b) taxes paid or payable as a
result thereof; it being understood that “Net Cash Proceeds” shall include,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received by the Seller, any Subsidiary or any Affiliate
in any sale or other disposition of the Purchased Items.”


 


(l)            The definition of “Pricing Rate”
contained in Section 1 of Exhibit A to the Purchase
Agreement is hereby amended and restated in its entirety as follows:


 


““Pricing
Rate” shall mean, with respect to the Note, on any date of determination, a
rate per annum equal to the sum of (a) the Rate plus (b) 200
basis points provided, however; if the Fixed Repurchase Date is
extended in accordance with Section 4(k), the 200 basis points set
forth in clause (b) of this definition of Pricing Rate shall be increased
to 225 basis points.”


 


(m)          The definition of “Repurchase
Obligations” contained in Section 1 of Exhibit A to the
Purchase Agreement is hereby amended and restated in its entirety as follows:


 


““Repurchase
Obligations” shall mean the obligations, liabilities and Indebtedness owed
under and/or secured by the Credit Facility.”


 


(n)           The following definition of “Term
Loan” is hereby added to Section 1 of Exhibit A to the
Purchase Agreement:


 


““Term
Loan” shall have the meaning set forth in the Credit Agreement.”


 


(o)           The following definition of “Term
Loan Average Advance Rate” is hereby added to Section 1 of Exhibit A
to the Purchase Agreement:


 


““Term
Loan Average Advance Rate” shall have the meaning set forth in the Credit
Agreement.”


 


(p)           The following definition of “Term
Loan Collateral” is hereby added to Section 1 of Exhibit A
to the Purchase Agreement:


 


““Term
Loan Collateral” shall have the meaning set forth in the Credit Agreement.”


 

















 


(q)          The definition of “VFCC
Repurchase Facility” contained in Section 1 of Exhibit A
to the Purchase Agreement is hereby deleted in its entirety.


 


(r)           The definition of
“Wachovia Repurchase Facility” contained in Section 1 of Exhibit A
to the Purchase Agreement is hereby deleted in its entirety.


 


(s)           Subsection 4(b) to
the Purchase Agreement is hereby amended and restated as follows:


 


“(b)         Following the occurrence and during the
continuance of (1) any default under any of the Repurchase Documents or
any of the following events:  (i) any
Insolvency Proceeding with respect to the Seller, the Guarantor, the Pledgor or
NRFC Luxembourg, (ii) any breach by the Seller, the Guarantor, the Pledgor
or NRFC Luxembourg of any representation or warranty set forth in any of the
Repurchase Documents, the Asset Documents or any other document, agreement or
certificate delivered to the Purchaser (other than with respect to a
representation or warranty described in clause (ii) of the proviso to the definition of Asset
Value, which representations or warranties, if untrue, shall give rise to a
right of the Purchaser to mark the related Note to market under Subsection 4(i) of
this Agreement), (iii) any failure to deliver the Asset File within the
time frame required under Subsection 2(b) or Subsection 2(c),
(iv) any failure to comply with Subsections 4(c) or 4(i),
(v) any default in the performance of any duty, agreement, obligation or
covenant of the Seller, the Guarantor, the Pledgor or NRFC Luxembourg under any
of the Repurchase Documents, the Asset Documents or any other document,
agreement or certificate delivered to the Purchaser, including, without
limitation, the obligation of the Seller to pay Price Differential, Purchase
Price and all other amounts owed hereunder or under the other Repurchase
Documents on or before the date such amounts are due under the terms of the
Repurchase Documents and/or any event resulting in a right or obligation of
redemption of the Note under condition 4 thereof and not otherwise specified in
this Subsection 4(b), (vi) the occurrence of a Material Adverse
Effect, (vii) other than as contemplated under the Repurchase Documents,
the Seller, the Guarantor, the Pledgor or NRFC Luxembourg shall grant, or
suffer to exist, any Lien on the Note, the Purchased Item or Pledged Collateral
(except Permitted Liens), (viii) the Note or the Purchased Items shall not
have been sold to the Purchaser, or the Liens contemplated under the Repurchase
Documents shall cease or fail to be first priority perfected Liens on the Note,
the Purchased Items or the Pledged Collateral in favor of the Purchaser (other
than as a result of the Purchaser failing to file a UCC financing statement or
continuation thereof against the Seller or Pledgor in the applicable
jurisdiction with respect to the Purchased Items or Pledged Collateral, as
applicable), (ix) the Seller, the Guarantor, the Pledgor, NRFC Luxembourg
or any other Person shall, directly or indirectly, contest in any manner the
effectiveness, validity, binding nature or enforceability of any Repurchase
Document, any Lien or security interest thereunder or the Asset Documents or (x) the
Seller, the Guarantor, the Pledgor or NRFC Luxembourg shall admit its inability
to, or its intentions not to, perform any of its obligations, covenants or
agreements under any Repurchase Document or the Asset Documents, and/or  (2) an “Event of Default” under the Credit Facility
(any default or event of default under clauses (1) through (2) above,
an “Event of Default”), the Seller shall be required immediately upon
the occurrence thereof to repurchase the Note and the related Purchased Items
by paying to the Purchaser the aggregate Repurchase Price, all other Aggregate
Unpaids and all other Debt; provided, however, the Price
Differential shall be calculated using a Rate equal to the Default Rate until
all amounts due to the Purchaser are paid in full.  The Seller shall pay all such amounts
referred to in the previous sentence in immediately available funds to the
Collection Account within two (2) Business Days of the occurrence of
an Event of Default.”


 

















 


(t)            The
first sentence of Subsection 4(g) to the Purchase Agreement is
hereby amended and restated as follows:


 


“Unless
otherwise expressly provided herein, all amounts to be paid or deposited by the
Seller hereunder shall be paid or deposited in accordance with the terms of
this Agreement no later than 3:00 p.m. on the day when due in Euros
(except any payments in connection with the Credit Facility, in which case the
same shall be lawful money of the United States), in immediately available
funds and without deduction, set—off or counterclaim to the Purchaser’s Account
or the Collection Account, as applicable, and if not received before such time
shall be deemed to be received on the next Business Day.”


 


(u)           The
following new Section 4(k) is hereby added to the Purchase
Agreement:


 


“(k)         Not less than forty-five (45) days, but
not more than ninety (90) days, prior to the Fixed Repurchase Date, the Seller
may request in writing that the Purchaser extend the Fixed Repurchase Date for
an additional year.  Such request to
extend the Fixed Repurchase Date shall be granted so long as (i) the Term
Loan Average Advance Rate on the Term Loan Collateral plus the Purchased Items
is not greater than 65%, (ii) no default or Event of Default has occurred
and is continuing, (iii) there is no Collateral Default, (iv) the
Commitments plus the Debt, both as of the date of such extension request and
immediately after giving effect to such extension request, shall not exceed
$400,000,000 and (v) the Seller pays the Extention Fee (defined below).”


 


(v)           The
following new Section 4(l) is hereby added to the Purchase
Agreement:


 


“(l)          The Seller shall pay the following
fees to the Purchaser: (i) to the extent the Fixed Repurchase Date is
extended pursuant to Section 4(k) of this Agreement, the Seller
shall pay to the Purchaser, on or before the Fixed Repurchase Date, an
extension fee (the “Extension Fee”) in an amount equal to the products
of (A) 0.375% (37.5 basis points) and (B) the outstanding Purchase
Price on the Fixed Repurchase Date (prior to any extension thereof), and (ii) on
the date of this Amendment No. 1 and on each anniversary of the date of
this Amendment No. 1 until termination of this Agreement, the Seller shall
pay to the Purchaser an asset management fee of $4,000.”


 


(w)          The
following new Section 4(n) is hereby added to the Purchase
Agreement:


 


“(n)         The Seller and the Guarantor shall
acknowledge and agree to the Intercreditor Agreement to the extent the
Purchaser deems that such Intercreditor Agreement is necessary.”


 


(x)           The last paragraph of Subsection 7(a) to
the Purchase Agreement is hereby deleted in its entirety.


 


(y)           The
first sentence of Subsection 7(b) to the Purchase Agreement is
hereby amended and restated as follows:


 


“If
an Event of Default shall have occurred and be continuing, to the extent not
already accelerated, all amounts due to the Purchaser shall automatically be
accelerated, and the Purchaser, without any other notice to or demand upon the
Seller, shall have in any jurisdiction in which enforcement hereof is sought,
in addition to all other rights and remedies under Applicable Law, the same
rights and remedies as the “administrative agent” or a “lender” has under the 


 

















 


Credit
Agreement upon an “Event of Default” thereunder, mutatis mutandis,
all of the rights and remedies of a secured party under the UCC and any
additional rights and remedies as may be provided to a secured party in any
jurisdiction in which the Seller, NRFC Luxembourg, the Note, the Purchased
Items or any Mortgaged Properties are located, including, without limitation,
the right to take possession of the Purchased Items, and for that purpose the
Purchaser may, so far as the Seller can give authority therefor, enter upon any
premises on which the Purchased Items may be situated and remove the same
therefrom.”


 


(z)            The
following sentence is hereby added to the end of Subsection 8(b) to
the Purchase Agreement:


 


“On
November 6, 2007 and on each anniversary of such date, the Seller shall pay
to the Purchaser an asset management fee (“Asset Management Fee”) of
$4,000; provided, however, if the Seller pays all amounts due under
this Agreement and the other Repurchase Documents within three (3) months
of November 6, 2007, the Purchaser shall rebate the Asset Management Fee.”


 


Section 2.              Guaranty Agreement.


 


The
proviso to the second sentence of Section 1 of the Guaranty
Agreement is amendment and restated as follows:


 


“provided,
however, that the aggregate amount that the Guarantor is liable for
under this Guaranty and under the Limited Guaranty Agreement dated November 6,
2007,  for the Credit Facility shall not
exceed $200,000,000.”


 


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. 1. 
This Amendment No. 1 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. 1, as though such terms and conditions were set forth herein.


 


Section 4.              Representations.


 


Each of the Seller and Guarantor represents and
warrants, as of the date of this Amendment No. 1, 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. 1 is
within its corporate, company or partnership powers, has been duly authorized
and does not contravene (1) its Governing Documents or its applicable
resolutions, (2) any Applicable Law or (3) any Contractual Obligation
or Indebtedness;


 


(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. 1;


 

















 


(d)           this
Amendment No. 1 has been duly executed and delivered by it;


 


(e)           this
Amendment No. 1, as well as each of the Repurchase Documents as modified
by this Amendment No. 1, 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. 1; and


 


(g)           each
of the Repurchase Documents is in full force and effect and neither the Seller nor
the Guarantor has any defense, offset, counterclaim, abatement, right of
rescission or other claims, legal or equitable, available to it or any other
Person with respect to this Amendment No. 1,  the Purchase 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 amounts due under
the Repurchase Documents.


 


Section 5.              Conditions
Precedent.


 


The
effectiveness of this Amendment No. 1 is subject to the following
conditions precedent:  (i) delivery
to the Purchaser of this Amendment No. 1 duly executed by each of the
parties hereto, together with the fully executed side letter of even date
herewith; (ii) delivery of legal opinions from Paul, Hastings, Janofsky &
Walker LLP and Venable LLP with respect to the Seller, the Guarantor and NRFC
Luxembourg within seven (7) Business Days of this Amendment No. 1; (iii) the payment of all reasonable legal fees and
expenses of Moore & Van Allen PLLC, as counsel to the Purchaser, in
the amount to be set forth on a separate invoice; and (iv) such other
documents, agreements or certifications as the Purchaser may reasonably
require.


 


Section 6.              Miscellaneous.


 


(a)           This
Amendment No. 1 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.


 


(b)           The
descriptive headings of the various sections of this Amendment No. 1 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. 1 may not be amended or otherwise modified, waived or
supplemented except as provided in the Purchase Agreement.


 


(d)           The
interpretive provisions of Sections 2, 3 and 4 of Exhibit A
to the Purchase Agreement are incorporated herein mutatis mutandis.


 


(e)           This
Amendment No. 1 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. 1 AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT NO. 1 SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the parties have caused
this Amendment No. 1 to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


	
   

  	
   

  	
  Executed
  as a deed by:

  
	
   

  	
   

  	
   

  
	
  THE
  SELLER:

  	
   

  	
  NRF–REINDEER
  LTD.,

  
	
   

  	
   

  	
  a
  Cayman Islands exempted limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Andrew C. Richardson

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  C. Richardson

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NRF–Reindeer
  Ltd.

  
	
   

  	
   

  	
  c/o
  Walkers SPV Ltd

  
	
   

  	
   

  	
  Walker
  House, 87 Mary Street

  
	
   

  	
   

  	
  George
  Town, Grand Cayman KY1–9001

  
	
   

  	
   

  	
  Cayman
  Islands

  
	
   

  	
   

  	
  Attention:

  	
  Directors

  
	
   

  	
   

  	
  Facsimile
  No.:

  	
  (345)
  949–7886

  
	
   

  	
   

  	
  Confirmation
  No.:

  	
  (345)
  949–0100

  
					



 


[Signatures Continued on the
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  THE
  PURCHASER:

  	
   

  	
  WACHOVIA
  BANK, N.A. (LONDON BRANCH)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  H. Lee Goins, III

  
	
   

  	
   

  	
  Name:

  	
  H.
  Lee Goins, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wachovia
  Bank, N.A. (London Branch)

  
	
   

  	
   

  	
  c/o
  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)
  383–2324

  
					



 


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  GUARANTOR:

  	
   

  	
  NORTHSTAR
  REALTY FINANCE CORP.,

  
	
   

  	
   

  	
  a
  Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Daniel R. Gilbert

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Gilbert

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


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  Consented
  to by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NRFC
  LUXEMBOURG HOLDINGS I S.À R.L.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Albert Tylis

  	
   

  	
   

  
	
  Name:

  	
  Albert
  Tylis

  	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President,

  	
   

  	
   

  
	
   

  	
  General
  Counsel & Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Andrew C. Richardson

  	
   

  	
   

  
	
  Name:

  	
  Andrew
  C. Richardson

  	
   

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer and Treasurer