Exhibit








Exhibit 10.9


EXECUTION VERSION
SECOND AMENDMENT
This Second Amendment, dated as of January 8, 2019 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of January 10, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, including pursuant to the First Amendment, dated as of January 12, 2018, the “Credit Agreement”), among COLONY CAPITAL OPERATING COMPANY, LLC (the “Parent Borrower”), the Subsidiary Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 
W I T N E S S E T H:
WHEREAS, the Parent Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement, and the Parent Borrower has requested that the Credit Agreement be amended as set forth herein; 
WHEREAS, as permitted by Section 10.1 of the Credit Agreement, the Administrative Agent and the Required Lenders are willing to agree to this Amendment upon the terms and conditions set forth herein; 
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
SECTION 1.Defined Terms.  Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.
SECTION 2.Amendments to the Credit Agreement.  Subject to the satisfaction of the conditions set forth in Section 3:
(a)    Section 7.11 of the Credit Agreement is hereby amended by amending and restating clause (a) in its entirety as follows “Swap Agreements entered into to hedge or mitigate risks to which the Parent Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock of the Parent Borrower and its Subsidiaries, or any direct or indirect parent thereof (provided that any Swap Agreement entered into with respect to any index that includes Capital Stock of the REIT Entity shall not be considered a Swap Agreement in respect of Capital Stock of a direct or indirect parent of the Parent Borrower for purposes of this parenthetical))”.
(b)    The definition of “Secured Swap Agreement” is hereby amended by adding the language “(other than those in respect of Capital Stock)” immediately after “any Swap Agreement permitted under Section 7.11” and before “that is entered into by and between the Parent Borrower or any other Loan Party and any Swap Bank”.
SECTION 3.Conditions to Effectiveness of this Amendment.  This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date 






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on which such conditions shall have been so satisfied or waived, the “Second Amendment Effective Date”):
(a)    The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Parent Borrower and each Lender party hereto (who, for the avoidance of doubt, constitute Required Lenders).
(b)    The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal counsel), on or before the Second Amendment Effective Date.
(c)    Immediately prior to and after giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as of such earlier date).
(d)    The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Parent Borrower certifying that the conditions specified in clause (c) of this Section 3 have been satisfied as of the Second Amendment Effective Date.
SECTION 4.Representations and Warranties.  On and as of the date hereof, the Parent Borrower hereby confirms, reaffirms and restates that, after giving effect to this Amendment (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of such representations and warranties qualified by materiality, in all respects) on and as of the date hereof as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, in the case of such representations and warranties qualified by materiality, in all respects) as of such earlier date) and (ii) no Default or Event of Default shall have occurred or be continuing on the date hereof.   
SECTION 5.Continuing Effect; No Other Amendments or Consents.   
(a)Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect.  The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.






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(b)The Parent Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.
SECTION 6.Expenses.  The Parent Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of one counsel to the Administrative Agent in accordance with the terms in the Credit Agreement.
SECTION 7.Counterparts.  This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.
SECTION 8.Successors and Assigns.  The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Each party hereto acknowledges and agrees that its submission of a signature page to this Amendment is irrevocable and binding on such party and its respective successors and assigns even if such signature page is submitted prior to the effectiveness of any amendment contained herein.
SECTION 9.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
COLONY CAPITAL OPERATING COMPANY, LLC 


By:    /s/ Mark M. Hedstrom            
Name:  Mark M. Hedstrom
Title:    Vice President






Signature Page to Second Amendment









JPMORGAN CHASE BANK, N.A.,  
as Administrative Agent and as a Lender


By:    /s/ Matthew Griffith        
Name:   Matthew Griffith
Title:     Executive Director  
              JPMorgan




Signature Page to Second Amendment









BANK OF AMERICA, N.A., as a Lender 


By:    /s/ Dennis Kwan                
Name: Dennis Kwan
Title:   Vice President
































Signature Page to Second Amendment









BARCLAYS BANK PLC, as a Lender 


By:    /s/ Jake Lam                
Name: Jake Lam
Title:   Assistant Vice President






























Signature Page to Second Amendment









CITIBANK, N.A., as a Lender 


By:    /s/ David Bouton            
Name: David Bouton
Title:   Authorized Signatory






























Signature Page to Second Amendment









CREDIT SUISSE AG, CAYMAN ISLANDS  
BRANCH, as a Lender


By:    /s/ William O’Daly            
Name: William O’Daly
Title:   Authorized Signatory
By:    /s/ Andrew Griffin            
Name: Andrew Griffin
Title:   Authorized Signatory


























Signature Page to Second Amendment









MORGAN STANLEY SENIOR FUNDING, INC., as a Lender


By:    /s/ Emanuel Ma            
Name: Emanuel Ma
Title:   Vice President






























Signature Page to Second Amendment









KEYBANK NATIONAL ASSOCIATION,  
as a Lender


By:    /s/ Tyrel Regnier        
Name: Tyrel Regnier
Title:   Assistant Vice President






























Signature Page to Second Amendment









DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


By:    /s/ Virginia Cosenza        
Name: Virginia Cosenza
Title:   Vice President
By:    /s/ Ming K Chu            
Name: Ming K Chu
Title:   Director


























Signature Page to Second Amendment









UBS AG Stamford Branch, as a Lender


By:    /s/ Houssem Daly        
Name: Houssem Daly
Title:   Associate Director
By:    /s/ Robert Khan            
Name: Robert Khan
Title:   Associate Director


























Signature Page to Second Amendment











CIT BANK N.A., as a Lender


By:    /s/ Michael Pedone        
Name: Michael Pedone
Title:   Managing Director




Signature Page to Second Amendment