Exhibit 10.37
NORTHSTAR REALTY FINANCE LIMITED
PARTNERSHIP
Fifth Amendment to the
Agreement of Limited Partnership of NorthStar Realty Finance
Limited Partnership
This Amendment is made as of
May 29, 2008, by NORTHSTAR REALTY FINANCE CORP., a Maryland
corporation, as general partner (the “ General Partner
”), of NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a
Delaware limited partnership (the “ Partnership
”), for the purpose of further amending the Agreement of
Limited Partnership of the Partnership dated October 19, 2004,
as amended by the First Amendment to the Agreement of Limited
Partnership, dated as of March 14, 2006, the Second Amendment
to the Agreement of Limited Partnership, dated September 14,
2006, the Third Amendment to the Agreement of Limited Partnership,
dated February 7, 2007 and the Fourth Amendment to the
Agreement of Limited Partnership, dated May 24, 2007 (as so
amended, the “ Partnership Agreement ”).
All capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Partnership
Agreement.
WHEREAS, Section 4.2(a) of
the Agreement grants the General Partner authority to cause the
Partnership to issue additional Partnership Interests in one or
more classes or series, with such designations, rights, powers,
preferences and duties as may be determined by the General Partner
in its sole and absolute discretion;
WHEREAS, Section 7.3(c) of
the Partnership Agreement permits the General Partner, without the
consent of the Limited Partners, to amend the Partnership Agreement
to facilitate the purpose of issuing additional Partnership
Interests in accordance with Section 4.2 of the Partnership
Agreement; and
WHEREAS, the General Partner desires
by this Amendment to amend the Partnership Agreement as of the date
hereof.
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the General Partner hereby amends the
Partnership Agreement as follows:
1.
Amendments to
Partnership Agreement .
The General Partner, as general
partner of the Partnership and as attorney-in-fact for its Limited
Partners, hereby amends the Partnership Agreement as
follows:
