Exhibit 10.29    June 30,
2010  VIA
ELECTRONIC DELIVERY  NRFC
WA Holdings, LLC NRFC
WA Holdings II, LLC NRFC
WA Holdings VII, LLC NRFC
WA Holdings X, LLC NRFC
WA Holdings XII, LLC Northstar
Realty Finance Corp. Northstar
Realty Finance L.P. NRF-Reindeer
Ltd. NRFC
Sub-Reit Corp. NRFC
Luxembourg Holdings I S.à r.l. c/o
NorthStar Realty Finance Corp. 399
Park Avenue, 18thFloor New
York, New York  10022  Re:First Amended
and Restated Credit Agreement, dated as of October 28, 2009 (the Credit
Agreement), among NRFC WA Holdings, LLC, a Delaware limited liability
company, as a Borrower, NRFC WA Holdings II, LLC, a Delaware limited liability
company, 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 (together with its successors and permitted
assigns, Northstar), as a Guarantor, Northstar Realty Finance L.P., a
Delaware limited partnership, as a Guarantor, NRFC Sub-REIT Corp., a Maryland
corporation, as the Pledgor, Wells Fargo Bank, National Association (as
successor-by-merger to Wachovia Bank, National Association), a national banking
association (together with its successors and assigns, Wells Fargo),
as lender (in such capacity, together with its successors and assigns, the Lender),
and Wells Fargo, a national banking association, as administrative agent for
the Lender (in such capacity, together with its successors and assigns, the Administrative
Agent).  Capitalized terms used and
not otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement.  To Whom It May Concern:  Notwithstanding
anything set forth in the Credit Documents to the contrary, subject to the
terms of this letter (this Letter), the Lender will agree to accept
the amount of TWO HUNDRED EIGHT MILLION DOLLARS ($208,000,000.00) in
immediately available funds (the Discounted Amount) in full
satisfaction of the obligations, indebtedness and liabilities of Northstar and
its Affiliates and Subsidiaries to the Lender and the Administrative Agent
under the Loans, the Credit Agreement, the Notes and any of the other Credit
Documents (other than any indemnification and other obligations under the
Credit Documents which by their terms survive payment of the foregoing
obligations) (the Credit Agreement Released Obligations) provided,
that on or before June 30, 2010 (such date, the Discounted Payment
Date), the conditions precedent set forth herein are satisfied.  Notwithstanding anything set forth in the
Repurchase Documents (as defined in the Reindeer Facility) to the contrary,
subject to the terms of this Letter, Wells Fargo Bank, N.A., London Branch (as
successor-by-merger to Wachovia Bank, N.A., London Branch) (Wells Fargo
London) will agree to accept (a) a present absolute assignment of all
of


the
Sellers right, title and interest in and to forty percent (40%) of all
principal payments made, distributed or remitted in respect of or in connection
with the Note, any collateral for the Note, including the Participation Pledge,
the Participation and/or the Future Interests (as each such term is defined in
the Reindeer Termination), free and clear of all liens, claims or encumbrances
of any kind and (b) a principal guaranty from Northstar and Northstar
Realty Finance L.P. (the Principal Guaranty), guaranteeing payment of
the Reindeer Interest,  in full
satisfaction of the obligations, indebtedness and liabilities of Northstar and
its Affiliates and Subsidiaries to Wells Fargo London under the Reindeer
Facility (other than any indemnification and other obligations under the
Reindeer Facility which by their terms survive payment of the foregoing
obligations and, for the avoidance of doubt, the Sellers obligations created
under the Reindeer Termination (defined below)) (the Reindeer Released
Obligations and, together with the Credit Agreement Released Obligations,
the Released Obligations), provided, that on or before the
Discounted Payoff Date, the conditions precedent set forth herein are
satisfied.  As further consideration for
the release by Wells Fargo of the Released Obligations (such release
hereinafter referred to as the Transaction), Wells Fargo will agree to
accept a warrant issued by Northstar to Wells Fargo and its successors and
assigns, with a ten-year term and strike price of $7.60, in form and substance
satisfactory to Wells Fargo (the New Warrant) (which New Warrant, for
the avoidance of doubt, is in addition to the Warrant Agreements previously
granted by Northstar to Wells Fargo).  Notwithstanding
the foregoing, Wells Fargo and Northstar have agreed that the Aggregate Net
Profit (as defined in the New Warrant) of Wells Fargo in connection with the
Reindeer Interest and the New Warrant is limited to $45,000,000, as such
limitation is more particularly set forth in the New Warrant and the Reindeer
Termination.  Wells
Fargos obligation to enter into the Transaction is subject to the satisfaction
of the following on or before the Discounted Payoff Date:  (a)           Wells
Fargo has received the Discounted Amount 
in immediately available funds;  (b)          
the Borrowers, the Guarantors, the Pledgor, the Administrative Agent and the
Lender shall have executed and delivered a termination and release agreement
with respect to the Credit Agreement and the other Credit Documents, in form
and substance satisfactory to Wells Fargo (the Termination);  (c)           NRF-Reindeer
Ltd., NRFC Sub-Reit Corp., Northstar Realty Finance Corp., NRFC Luxembourg
Holdings I S.à r.l. and Wells Fargo London shall have executed and
delivered a termination, release and assignment agreement with respect to the
Reindeer Facility, in form and substance satisfactory to Wells Fargo (the Reindeer
Termination);  (d)           all
conditions precedent set forth in the Termination and the Reindeer Termination
(including the execution and delivery of the Principal Guaranty and the payment
direction described in the Reindeer Termination) shall have been satisfied;  (e)           Northstar
shall have executed and delivered the New Warrant;  (f)            the
Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC Luxembourg
Holdings I S.à r.l. shall deliver to Wells Fargo and Wells Fargo London an
opinion letter in form and substance satisfactory to Wells Fargo and Wells
Fargo London in their discretion regarding this Letter, the New Warrant, the
Termination and the Reindeer Release; and  2


(g)           the
Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC Luxembourg
Holdings I S.à r.l. shall deliver to Wells Fargo and Wells Fargo London such
other opinions, documents, agreements and/or certifications as Wells Fargo and
Wells Fargo London may reasonably require.  For
the avoidance of doubt, in the event that any of the conditions set forth above
are not satisfied on or before the Discounted Payment Date, none of the parties
shall have any obligation to complete the Transaction or to otherwise accept
the Discounted Amount.  For the avoidance
of doubt, until the conditions precedent set forth in the previous paragraph
are satisfied, Wells Fargo and Wells Fargo London shall have the right to
exercise any or all of its rights and remedies under the Credit Documents, the
Reindeer Facility and Requirements of Law.  The
Transaction shall be evidenced by such documentation deemed necessary or
prudent by the parties hereto; provided, that in no event shall Wells
Fargo or Wells Fargo London deliver any legal opinions or make any
representations or warranties.  Wells Fargo, or an Affiliate of Wells Fargo, as soon
as reasonably practicable following the Discounted Payment Date, shall use its
commercially reasonable efforts to provide a new repurchase facility (such
facility, the New Facility), in an amount not to exceed 200,000,000,
to NorthStar and/or its Subsidiaries and Affiliates for the purchase and sale
of certain mortgage-related assets, provided that the closing of the New
Facility shall besubject to (a) the negotiation, execution and
delivery of definitive documentation satisfactory to Wells Fargo in its
discretion, (b) any and all information submitted to Wells Fargo by
Northstar or any of its Subsidiaries and Affiliates being true, accurate,
complete and not misleading in any material respect, (c) the results of
Wells Fargos business, financial, legal, tax, environmental and accounting due
diligence relating to the New Facility (as defined below), Northstar and its
Subsidiaries and Affiliates being satisfactory to Wells Fargo in its
discretion, (d) in the judgment of Wells Fargo, there not having been any
material adverse change or material disruption after the date of this Letter in
the financial, banking or real estate or capital markets generally, and (e) approval of Wells Fargos internal credit committee and other
necessary approvals.  Each
of the Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC
Luxembourg Holdings I S.à r.l. represents and warrants, as of the date of this
Letter, 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 Letter is within its
corporate, company or partnership powers, has been duly authorized and does not
contravene (i) its Authority Documents or its applicable resolutions,
(ii) any Requirement of Law or (iii) 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 Letter;  (d)           this
Letter has been duly executed and delivered by it;  (e)           this
Letter, as well as each of the Credit Documents as modified by this Letter,
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;  3


(f)            the
Credit Documents continue to create a valid security interest in, and Lien
upon, the Collateral, in favor of the Administrative Agent, which security
interests and Liens are perfected in accordance with the terms of the Credit
Documents and prior to all Liens subject to Permitted Liens;  (g)           after
giving effect to this Letter, no Default or Event of Default exists or will
exist;  (h)           each
of the Credit Documents is in full force and effect and neither the Borrowers,
the Guarantors, the Pledgor, NRF-Reindeer Ltd. nor NRFC Luxembourg
Holdings I S.à r.l. have any defense, offset, counterclaim, abatement,
right of rescission or other claims, actions, causes of action, demands or
damages of any kind or nature, in all cases whether legal or equitable,
available to a Borrower, a Guarantor, the Pledgor, NRF-Reindeer Ltd., NRFC
Luxembourg Holdings I S.à r.l. or any other Person with respect to (i) this
Letter, the Credit Agreement, the Credit Documents, the Reindeer Facility or
any other instrument, document and/or agreement described herein or therein, (ii) the
obligation of the Borrower to repay the Released Obligations and other amounts
due under the Credit Documents and the Reindeer Facility or (iii) the
Administrative Agent, the Lender or the Administrative Agents or the Lenders
respective officers, employees, representatives, agents, counsel or directors
arising out of or from or in any way related to or in connection with the Credit
Agreement, the Credit Documents or the Reindeer Facility, including, without
limitation, any action by such Persons, or failure of such Persons to act,
under the Credit Agreement, the other Credit Documents or the Reindeer Facility
on or prior to the date hereof; and  (i)            it
has dealt with no broker or consultant in connection with this Transaction and
no broker or consultant fees are payable in connection herewith to any Person.  All
reasonable costs and expenses of Wells Fargo and Wells Fargo London in
connection with this Letter shall be payable by the Borrowers, the Guarantors,
the Pledgor, NRF-Reindeer Ltd. and NRFC Luxembourg Holdings I S.à r.l. on or
before the Discounted Payment Date.  Each
of the Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC
Luxembourg Holdings I S.à r.l. shall be responsible for all of its costs and
expenses incurred in connection with the Transaction.  Each of the Borrowers, the Guarantors, the
Pledgor, NRF-Reindeer Ltd. and NRFC Luxembourg Holdings I S.à r.l. shall also
be responsible for all other reasonable fees, costs and expenses incurred by
Wells Fargo in connection with the Transaction and the New Facility, whether
such amounts are incurred prior to or after the Lenders receipt of the
Discounted Amount and regardless of whether the New Facility is consummated.  In
consideration of the Lenders willingness to accept the Discounted Amount, each
of the Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC
Luxembourg Holdings I S.à r.l. hereby waives, releases and discharges the
Administrative Agent, the Lender and the Administrative Agents and the Lenders
successors, assigns, affiliates, officers, employees, representatives, agents,
counsel and directors from any and all actions, causes of action, claims,
demands, damages, liabilities, controversies, duties, covenants,
responsibilities, obligations, costs, losses and /or expenses of whatever kind
or nature, in law or in equity, now known or unknown, suspected or unsuspected,
whether existing now or hereafter, arising out of, from or in any way relating
to or in connection with, directly or indirectly, the Credit Agreement,  the Credit Documents, the Collateral, the
Reindeer Facility or the Transaction, including, but not limited to, any action
or failure to act under the Credit Agreement, the other Credit Documents, the
Reindeer Facility or the Transaction, on or prior to the date hereof.  Neither
Northstar nor any of its Affiliates shall disclose this Letter or the contents
of this Letter, either directly or indirectly, orally or in writing, without
the prior written consent of Wells Fargo, except to  4


Northstars
officers, directors, agents and legal counsel working on the Transaction or as
required by Requirements of Law. 
Notwithstanding anything to the contrary contained herein, Northstar and
its Affiliates shall be entitled to disclose any and all terms of this Letter
(including the public filing thereof) if Northstar or any of its Affiliates, in
its sole discretion, deems it necessary or appropriate under the rules or
regulations of the Securities and Exchange Commission and/or the New York Stock
Exchange.  This
Letter may not be amended nor any provision hereof waived or modified except in
writing by the parties hereto.  This
Letter shall be governed by, and construed in accordance with, the laws of the
State of New York.  This
Letter may be executed in any number of counterparts, and by Wells Fargo, Wells
Fargo London, the Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and
NRFC Luxembourg Holdings I S.à r.l. on separate counterparts, each of which,
when so executed and delivered, shall be an original, but all of which taken
together shall constitute one and the same document.  Delivery of an executed counterpart of this
Letter by telecopier shall be effective as delivery of a manually executed
counterpart thereof.  This
Letter represents the final agreement of the parties hereto and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements between the parties.  There
are no unwritten or oral agreements between the parties.  If
the Borrowers, the Guarantors, the Pledgor, NRF-Reindeer Ltd. and NRFC
Luxembourg Holdings I S.à r.l. agree to the terms and conditions described in
this Letter, please sign below and return to Wells Fargo and Wells Fargo
London.  We look forward to working with
you on this transaction.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  5


Sincerely,WELLS
  FARGO BANK, NATIONAL ASSOCIATION,as Administrative Agent
  and LenderBy:
  /s/
  H. Lee Goins IIIName:
  H.
  Lee Goins IIITitle:
  DirectorWELLS
  FARGO BANK, N.A., LONDON BRANCH,as PurchaserBy:
  /s/
  H. Lee Goins IIIName:
  H.
  Lee Goins IIITitle:
  Director  [SIGNATURES CONTINUE ON FOLLOWING PAGE]  S-1


ACKNOWLEDGED AND AGREED:NRFC WA HOLDINGS, LLC,a Delaware limited liability companyBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC WA HOLDINGS II, LLC,a Delaware limited liability companyBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC WA HOLDINGS VII, LLC,a Delaware limited liability companyBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC WA HOLDINGS X, LLC,a Delaware limited liability companyBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC WA HOLDINGS XII, LLC,a Delaware limited liability companyBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment Officer  S-2


NORTHSTAR REALTY FINANCE CORP.,a MarylandcorporationBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNORTHSTAR REALTY FINANCE L.P.,a Delaware limited partnershipBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC SUB-REIT CORP.,a MarylandcorporationBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRF-REINDEER LTD.By:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerNRFC LUXEMBOURG HOLDINGS I
  S.À R.L.By:
  NRFC
  Sub-REIT Corp.,as
  Category A ManagerBy:
  /s
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice President &Chief
  Investment OfficerBy:
  /s/
  Mr. Alain PeigneuxMr. Alain
  Peigneux,as
  Category B Manager  S-3