EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 1 
 TO

 SECOND AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 
 COLONY CAPITAL
OPERATING COMPANY, LLC 
 This Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of Colony
Capital Operating Company, LLC (this “Amendment”) is made as of April 13, 2015 by Colony Capital, Inc., a Maryland corporation, as the sole Managing Member (the “Company”) of Colony Capital
Operating Company, LLC, a Delaware limited liability company (the “Operating Partnership”), pursuant to the authority granted to the Company in the Second Amended and Restated Limited Liability Company Agreement of Colony
Capital Operating Company, LLC, dated as of April 2, 2015 (the “Partnership Agreement”), for the purpose of issuing additional Company Preferred Units. Capitalized terms used and not defined herein shall have the
meanings set forth in the Partnership Agreement. 
 WHEREAS, the Pricing Committee of the Board of Directors (the
“Board”) of the Company adopted resolutions on April 8, 2015 classifying and designating 11,500,000 shares of Preferred Stock (as defined in the Articles of Restatement of the Company (the
“Charter”)) as Series C Preferred Shares (as defined below); 
 WHEREAS, the Company filed Articles Supplementary to
the Charter with the State Department of Assessments and Taxation of Maryland, effective on April 13, 2015, establishing the Series C Preferred Shares, with such preferences, rights, powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption as described therein; 
 WHEREAS, on April 13, 2015, the Company issued
11,500,000 Series C Preferred Shares; and 
 WHEREAS, the Company has determined that, in connection with the issuance of the Series C
Preferred Shares, it is necessary and desirable to amend the Partnership Agreement to create additional Company Preferred Units in the form of Series C Company Preferred Units (as defined below) having designations, preferences and other rights
which are substantially the same as the economic rights of the Series C Preferred Shares. 
 NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Partnership Agreement is hereby amended as follows: 

1. Article 1 of the Partnership Agreement is hereby amended and restated with regard to the following definitions: 

“Company Preferred Unit” means a fractional share of the Membership Interests of a particular class or series that the
Managing Member has authorized pursuant to Section 4.1 or Section 4.2 or Section 4.3 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Membership Common
Units, including the Series A Company Preferred Units, the Series B Company Preferred Units and the Series C Company Preferred Units. 

“Preferred Share” means a share of stock of CLNY now or hereafter authorized, designated or reclassified that has dividend
rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares, including the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares. 

2. Article 1 of the Partnership Agreement is hereby amended to add the following definitions: 

“Series C Company Preferred Unit” means a Company Preferred Unit with the designations, preferences and relative,
participating, optional or other special rights, powers and duties as are set forth in Exhibit G hereto. It is the intention of the Managing Member that each Series C Company Preferred Unit shall be substantially the economic equivalent of one
Series C Preferred Share. 







 “Series C Preferred Share” means a share of 7.125% Series C Cumulative
Redeemable Perpetual Preferred Stock of CLNY, par value $0.01 per share. 
 3. Section 4.1 of Article 4 of the Partnership Agreement is
hereby amended and restated as follows: 
 Section 4.1 Capital Contributions of the Members . Each Member has previously made
Capital Contributions to the Company. Immediately upon execution of this Agreement, all existing limited liability company interests of the Company issued and outstanding as of immediately prior to the execution of this Agreement automatically shall
be converted into (i) Membership Common Units, (ii) Series A Company Preferred Units, (iii) Series B Company Preferred Units, and (iv) Series C Company Preferred Units, in each case as set forth in the Register. Except as
provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the prior written consent of the Managing Member, right to make any Capital Contributions or loans to the Company. The Managing Member
shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Managing Member, the books and records of the Company, which shall include, among other things, a register containing the
name, address and number of Membership Units of each Member, and such other information as the Managing Member may deem necessary or desirable (the “Register”). The Register shall not be deemed part of this Agreement. The Managing
Member shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Membership
Units. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Managing Member may take any action authorized hereunder in respect of the
Register without any need to obtain the consent of any other Member. No action of any Non-Managing Member shall be required to amend or update the Register. Except as required by law, no Non-Managing Member shall be entitled to receive a copy of the
information set forth in the Register relating to any Member other than itself. Schedule I hereto sets forth the respective Capital Accounts of the Members as of the date hereof. 

4. In accordance with Section 4.2 of the Partnership Agreement, set forth in Exhibit G hereto are the terms and conditions of
the Series C Preferred Partnership Units hereby established and issued to the Company in consideration of its contribution to the Partnership of the proceeds of the issuance and sale of the Series C Preferred Shares by the Company. The Partnership
Agreement is amended to incorporate such Exhibit G as Exhibit G. 
 5. Except as modified herein, all terms and conditions of
the Partnership Agreement shall remain in full force and effect, which terms and conditions the Company hereby ratifies and confirms. 

6. This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to
conflicts of law. 
 7. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 







 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth
above. 
  

			
	 COLONY CAPITAL, INC.
 as
Managing Member of Colony Capital
 Operating Company, LLC

		
	By:		 /s/ Richard B. Saltzman

			 Richard B. Saltzman
 President and Chief
Executive Officer



 [Signature Page to Amendment No. 1 to the Second Amended and Restated Limited Liability
Company Agreement 
 of Colony Capital Operating Company, LLC] 







 EXHIBIT G: SERIES C COMPANY PREFERRED UNIT DESIGNATION 

A. Designation and Number. A series of Company Preferred Units, designated as Series C Company Preferred Units, is hereby established. The number of
Series C Company Preferred Units shall be 11,500,000. 
 B. Rank. The Series C Company Preferred Units will, with respect to rights to receive
distributions and to participate in distributions or payments upon liquidation, dissolution or winding up of the Company, rank (a) senior to the Membership Common Units and any other class of Membership Units of the Company, now or hereafter
issued and outstanding, the terms of which provide that such Membership Units rank, as to distributions and upon liquidation, dissolution or winding up of the Company, junior to such Series C Company Preferred Units (“Junior
Units”), (b) on a parity with the Series A Company Preferred Units (as defined in the Limited Liability Company Agreement of the Company), the Series B Company Preferred Units (as defined in the Limited Liability Company Agreement)
and any Membership Units the Company may authorize or issue in the future that, pursuant to the terms thereof, rank on parity with the Series C Company Preferred Units with respect to distributions or payments in the event of the liquidation,
dissolution or winding up of the Company (“Parity Units”); and (c) junior to all Membership Units of the Company the terms of which specifically provide that such Membership Units rank senior to the Series C Company
Preferred Units with respect to distributions or payments in the event of the liquidation, dissolution or winding up of the Company (“Senior Units”). Any authorization or issuance of Senior Units would require the affirmative
vote of the holders of at least two-thirds of the outstanding Series C Company Preferred Units voting together as a single class with all other classes or series of Parity Units upon which like voting rights have been conferred and are exercisable.
Any convertible or exchangeable debt securities that the Company may issue are not considered to be equity securities for these purposes. 
 C.
Distributions. 
 (i) CLNY, in its capacity as the holder of the then outstanding Series C Company Preferred Units, shall be entitled to receive,
when, as and if authorized by the Company, out of funds legally available for payment of distributions, cumulative cash distributions at the rate of 7.125% per annum of the $25.00 liquidation preference of each Series C Company Preferred Unit
(equivalent to $1.78125 per annum per Series C Company Preferred Unit). 
 (ii) Distributions on each outstanding Series C Company Preferred Unit shall be
cumulative from and including April 13, 2015 and shall be payable (i) for the period from April 13, 2015 to July 15, 2015, on July 15, 2015, and (ii) for each quarterly distribution period thereafter, quarterly in equal
amounts in arrears on the 15th day of each January, April, July and October (each such day being hereinafter called a “Series C Distribution Payment Date”) at the then applicable annual rate; provided, however, that if
any Series C Distribution Payment Date falls on any day other than a Business Day (as defined in the articles supplementary establishing and fixing the rights and preferences of the Series C Preferred Shares) (the “Series C Preferred
Share Terms”), the distribution that would otherwise have been payable on such Series C Distribution Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Series C Distribution
Payment Date, and no interest or other sums shall accrue on the amount so payable from such Series C Distribution Payment Date to such next succeeding Business Day. Each distribution is payable to holders of record as they appear on the books and
records of the Company at the close of business on the record date, not exceeding 30 days preceding the applicable Series C Distribution Payment Date, as shall be fixed by the Company. Distributions shall accumulate from April 13, 2015 or the
most recent Series C Distribution Payment Date to which distribution have been paid, whether or not in any such distribution period or periods there shall be funds legally available for the payment of such distributions, whether the Company has
earnings or whether such distributions are authorized. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series C Company Preferred Units that may be in arrears. Holders
of the Series C Company Preferred Units shall not be entitled to any distributions, whether payable in cash, property or stock, in excess of full cumulative distributions, as herein provided, on the Series C Company Preferred Units. Distributions
payable on the Series C Company Preferred Units for any period greater or less than a full distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions payable on the Series C Company
Preferred Units for each full distribution period will be computed by dividing the applicable annual distribution rate by four. After full cumulative distributions on the Series C Company Preferred Units have been paid, the holders of Series C
Company Preferred Units will not be entitled to any further distributions with respect to that distribution period. 







 (iii) So long as any Series C Company Preferred Units are outstanding, no distributions, except as described in
the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Units for any period unless full cumulative distributions have been declared and paid or are
contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Company Preferred Units for all prior distribution periods. When distributions are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all distributions authorized and declared upon the Series C Company Preferred Units and all distributions authorized and declared upon any other series or class or classes of Parity Units
shall be authorized and declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series C Company Preferred Units and such Parity Units. 

(iv) So long as any Series C Company Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units of, or in
options, warrants or rights to subscribe for or purchase, Junior Units) shall be authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Units, nor shall any Junior Units be
redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Membership Units made for purposes of and in compliance with requirements of an employee incentive or benefit plan of CLNY or any subsidiary, or a
conversion into or exchange for Junior Units or redemptions for the purpose of preserving CLNY’s qualification as a REIT (as defined in the Charter), or redemptions of Membership Units pursuant to Article 15 of the Limited Liability Company
Agreement of the Company), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units),
unless in each case full cumulative distributions on all outstanding shares of Series C Company Preferred Units and any Parity Units at the time such distributions are payable shall have been paid or set apart for payment for all past distribution
periods with respect to the Series C Company Preferred Units and all past distribution periods with respect to such Parity Units. 
 (v) Any distribution
payment made on the Series C Company Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series C Company Preferred Units which remains payable. 

(vi) Except as provided herein, the Series C Company Preferred Units shall not be entitled to participate in the earnings or assets of the Company. 

(vii) As used herein, the term “distribution” does not include distributions payable solely in Junior Units on Junior Units, or in options, warrants
or rights to holders of Junior Units to subscribe for or purchase any Junior Units. 
 D. Liquidation Preference. 

(i) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment or distribution of the
assets of the Company shall be made to or set apart for the holders of Junior Units, the holders of the Series C Company Preferred Units shall be entitled to receive $25.00 per Series C Company Preferred Unit (the “Liquidation
Preference”) plus an amount per Series C Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) thereon to, but not including, the date of final distribution to such holders; but such
holders of the Series C Company Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of
the Series C Company Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such
Series C Company Preferred Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Company Preferred Units and any such other Parity Units if all amounts payable thereon were
paid in full. For the purposes of this Section D, none of (i) a consolidation or merger of the Company with one or more entities, (ii) a statutory unit exchange by the Company, or (iii) a sale or transfer of all or
substantially all of the Company’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company. 

(ii) Until payment shall have been made in full to the holders of the Series C Company Preferred Units, as provided in this Section D, and to the
holders of Parity Units, subject to any terms and provisions applying thereto, no 







 
payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Parity Units, upon any liquidation,
dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series C Company Preferred Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Company Preferred Units shall not be entitled to share therein. 

E. Redemption. In connection with the redemption by CLNY of any Series C Preferred Shares in accordance with the provisions of the Series C Preferred
Share Terms, and at such times as CLNY is required or determines to make, deposit or set aside such payment, the Company shall provide cash to CLNY for such purpose which shall be equal to the redemption price (as set forth in the Series C Preferred
Share Terms), plus any accrued and unpaid dividends on the Series C Preferred Shares (whether or not declared), to, but not including, the redemption date, and one Series C Company Preferred Unit shall be concurrently redeemed with respect to each
Series C Preferred Share so redeemed by CLNY. If a redemption date for Series C Preferred Shares falls after a record date for a Series C Preferred Shares dividend payment and prior to the corresponding dividend payment date, then the Company shall
provide cash to CLNY equal to the dividend payable on such Series C Preferred Shares on such dividend payment date notwithstanding the redemption of such Series C Preferred Shares and corresponding Series C Company Preferred Units prior to such
dividend payment date. From and after the applicable redemption date, the Series C Company Preferred Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series C Company
Preferred Units shall cease. Any Series C Company Preferred Units so redeemed may be reissued to CLNY at such time as CLNY reissues a corresponding number of Series C Preferred Shares so redeemed or repurchased, in exchange for the contribution by
CLNY to the Company of the proceeds from such reissuance. 
 F. Voting Rights. Except as required by applicable law or the Limited Liability Company
Agreement of the Company, the holder of the Series C Company Preferred Units, as such, shall have no voting rights. 
 G. Conversion. The Series C
Company Preferred Units are not convertible into or exchangeable for any other property or securities of the Company, except as provided herein. 
 (i) In
the event of a conversion of any Series C Preferred Shares into Class A common stock of CLNY, par value $0.01 per share (“Common Stock”), in accordance with the Series C Preferred Share Terms, upon conversion of such
Series C Preferred Shares, the Company shall convert an equal whole number of the Series C Company Preferred Units into Membership Common Units as such Series C Preferred Shares are converted into shares of Common Stock. In the event of a conversion
of any Series C Preferred Shares into consideration other than Common Stock in accordance with the Series C Preferred Share Terms, the Company shall retire a number of Series C Company Preferred Units equal to the number of Series C Preferred Shares
converted into such other form of consideration. In the event of a conversion of the Series C Preferred Shares into Common Stock, to the extent CLNY is required to pay cash in lieu of fractional shares of Common Stock pursuant to the Series C
Preferred Share Terms in connection with such conversion, the Company shall distribute an equal amount of cash to CLNY. 
 (ii) Following any such
conversion or retirement by the Company pursuant to this Section G, the Company shall make such revisions to the Limited Liability Company Agreement of the Company as it determines are necessary to reflect such conversion. 

H. Restriction on Ownership. The Series C Company Preferred Units shall be owned and held solely by CLNY. 

I. Allocations. Allocations of the Company’s items of income, gain, loss and deduction with respect to the Series C Company Preferred Units
shall be allocated to CLNY as the sole holder of Series C Company Preferred Units in accordance with Article 6 of the Limited Liability Company Agreement of the Company.