EX-10.5



 Exhibit 10.5 

EXECUTION VERSION 
 THIRD
SUPPLEMENTAL INDENTURE 
 THIS THIRD SUPPLEMENTAL INDENTURE dated as of January 10, 2017 (this “Third Supplemental
Indenture”) is by and among the Intermediate Successor Company (defined below), NRF Holdco, LLC, a Delaware limited liability company (the “Successor Company”), Colony NorthStar, Inc. (“Parent”) and The
Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below. 
 PRELIMINARY STATEMENTS 

WHEREAS, NorthStar Realty Finance Limited Partnership, a Delaware limited partnership organized on December 4, 2003 and merged with and
into NorthStar Realty Finance Corp. (“Old NRF”) on June 30, 2014, and the Trustee, as successor trustee to JPMorgan Chase Bank, National Association, were parties to that certain Junior Subordinated Indenture, dated as of
April 12, 2005 (the “Original Indenture”), as amended by that certain First Supplemental Indenture, dated as of June 30, 2014 (the “First Supplemental Indenture”) by and among Old NRF, NRFC Sub-REIT Corp., a Maryland corporation that was renamed NorthStar Realty Finance Corp. (the “Intermediate Successor Company”) and the Trustee, and that certain Second Supplemental Indenture, dated
as of March 13, 2015 (the “Second Supplemental Indenture” and together with the Original Indenture, the First Supplemental Indenture and this Third Supplemental Indenture, as supplemented and amended, the
“Indenture”), by and among NorthStar Realty Finance Limited Partnership, a Delaware limited partnership organized on March 9, 2015 (the “Predecessor Company”), the Intermediate Successor Company and the
Trustee, relating to the Junior Subordinated Notes issued in connection with the NorthStar Realty Finance Trust (the “Securities”); 

WHEREAS, in connection with that certain Agreement and Plans of Merger dated as of June 2, 2016, among the Intermediate Successor
Company, Colony Capital, Inc., NorthStar Asset Management Group Inc., New Polaris Inc. (renamed Colony NorthStar, Inc. on July 11, 2016), New Sirius Inc., the Predecessor Company, Sirius Merger Sub-T, LLC
and New Sirius Merger Sub, LLC, as amended (the “Merger Agreement”), and as permitted by the terms of the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture: 

 

	 	A.	Simultaneously with the execution and delivery of this Third Supplemental Indenture, the Predecessor Company is merging with and into the Intermediate Successor Company (the “First Merger”), whereupon
the separate corporate existence of the Predecessor Company will cease; 

  

	 	B.	Following the First Merger, the Intermediate Successor Company is converting into the Successor Company, a limited liability company organized under the laws of the State of Delaware (the
“Reorganization”); and 

  

	 	C.	In a series of related transactions, the Successor Company will become a wholly owned subsidiary of Colony Capital Operating Company, LLC, a direct subsidiary of Parent; 








 WHEREAS, Sections 8.1, 8.2 and 9.1 of the Indenture authorize the Intermediate Successor Company
and the Trustee, and the Successor Company and the Trustee, without the consent of any Holder, to enter into a supplemental indenture to evidence their succession to the Predecessor Company as Issuer and the assumption by any such successor of the
covenants of the Predecessor Company as Issuer contained in the Indenture; 
 WHEREAS, the board of directors of the Intermediate Successor
Company has authorized the Intermediate Successor Company to enter into this Third Supplemental Indenture with the Trustee; 
 WHEREAS, the
sole unit holder of the Successor Company has authorized the Successor Company to enter into this Third Supplemental Indenture with the Trustee; 

WHEREAS, the board of directors of Parent has authorized Parent to enter into this Third Supplemental Indenture with the Trustee; 

WHEREAS, the Trustee is authorized and hereby instructed by the parties hereto to execute and deliver this Third Supplemental Indenture; and

 WHEREAS, the Trustee has received an Officers’ Certificate and an Opinion of Counsel, each containing the statements required by the
Indenture to be set forth therein including that (i) all conditions precedent provided for in the Indenture relating to the execution and delivery of the Third Supplemental Indenture, the First Merger and the Reorganization as defined therein,
including Sections 8.1, 8.2 and 9.1 have been complied with, (ii) the execution and delivery of the Third Supplemental Indenture is authorized or permitted by the Indenture and (iii) the execution and delivery of the Third Supplemental
Indenture, the First Merger and the Reorganization as defined therein comply with Article VIII of the Indenture. 
 NOW, THEREFORE, in
consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Intermediate Successor Company, the Successor Company, Parent and
the Trustee hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 Section 1.01
General. Except as provided herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Indenture. 

  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005] 








 ARTICLE II 

AGREEMENT OF THE PARTIES 

Section 2.01 Assumption of Obligations; Substitution: First Merger. 

(a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Indenture and simultaneously with the effectiveness of the
First Merger, the Intermediate Successor Company hereby expressly assumes the due and punctual payment of the principal of and any premium and interest (including, without limitation, any Additional Interest) on all the Securities and the
performance of every covenant of the Indenture on the part of the Predecessor Company as the Company under the Indenture. 
 (b) Pursuant to
Section 8.2 of the Indenture and simultaneously with the effectiveness of the First Merger, the Intermediate Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Predecessor Company under the
Indenture, with the same effect as if the Intermediate Successor Company had been named as the Company in the Indenture. 

Section 2.02 Assumption of Obligations; Substitution: Reorganization. 

(a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Indenture and simultaneously with the effectiveness of the
Reorganization, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and any premium and interest (including, without limitation, any Additional Interest) on all the Securities and the performance of every
covenant of the Indenture on the part of the Intermediate Successor Company as the Company under the Indenture. 
 (b) Pursuant to
Section 8.2 of the Indenture and simultaneously with the effectiveness of the Reorganization, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Intermediate Successor Company under the
Indenture, with the same effect as if the Successor Company had been named as the Company in the Indenture. 
 ARTICLE III 

AGREEMENT OF PARTIES 

Section 3.01 Effectiveness of Construction. This Third Supplemental Indenture shall form a part of the Indenture for all purposes
and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. The Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental
Indenture shall henceforth be read and construed together. 
 Section 3.02 Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture shall remain in full force and effect. 

Section 3.03 Effect of Headings. The Article and Section Headings herein are for convenience only and shall not affect the
construction hereof. 
 Section 3.04 Benefits of the Indenture. Nothing in this Third Supplemental Indenture, express or
implied, shall give to any person other than the parties hereto and their successors hereunder or the Holders of Securities any benefit or any legal or equitable right, remedy or claim under the Original Indenture, the First Supplemental Indenture
and the Second Supplemental Indenture, as supplemented hereby. 

  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005] 








 Section 3.05 Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 Section 3.06 Binding Effect. This Third
Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns. 
 Section 3.07
Supplemental Indenture May Be Executed in Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same
instrument. 
 [Signature Page Follows] 

  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005] 








 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed as of the day and year first written above. 
  

			
	NRF HOLDCO, LLC, in its capacity as both Intermediate Successor Company and Successor Company
		
	By:	 	 /s/ Ronald J. Lieberman

		 	Name: Ronald J. Lieberman
		 	Title: Executive Vice President, General Counsel & Secretary



  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005] 








 
			
	COLONY NORTHSTAR, INC.
		
	By:	 	 /s/ Ronald J. Lieberman

		 	Name: Ronald J. Lieberman
		 	Title:   Secretary



  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005] 








 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name: Lawrence M. Kusch
		 	Title: Vice President



  
 [Signature Page for
the Third Supplemental Indenture to the Junior Subordinated Indenture 
 Dated April, 12 2005]