FORTRESS INVESTMENT FUND LLC
C/O FORTRESS INVESTMENT GROUP LLC
0000 XXXXXX XX XXX XXXXXXXX
00XX XXXXX
XXX XXXX, XXX XXXX 00000
Fortress Registered Investment Trust
c/o Fortress Investment Group LLC
1301 Avenue of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 23, 1999
Re: Commitment to Make Capital Contributions
Ladies and Gentlemen:
Reference is hereby made to that certain Declaration of Trust
(the "Trust Agreement") of Fortress Registered Investment Trust (the
"Trust"), a copy of which has been delivered to the undersigned.
Capitalized terms used herein but not otherwise defined have the meanings
ascribed to such terms in the Trust Agreement.
The undersigned limited liability company (the "Fund") has
acquired an interest in the Trust represented by 1,000,000 Shares therein.
The Fund will make capital contributions to the Trust as and when required
by the Trustees in accordance with the terms of the Trust Agreement,
subject to the terms, provisions and conditions hereof. Notwithstanding
the foregoing, (i) the maximum amount of capital the Fund shall be
obligated to contribute to the Trust is $502,837,900 plus capital
commitments obtained by the Fund from investors acquiring interests therein
after the date hereof, and (ii) (a) in the event that the obligation of
investors in the Fund to make capital contributions thereto pursuant to and
in accordance with the Limited Liability Company Operating Agreement of the
Fund (the "Fund Agreement") and their respective subscription agreements is
for any reason reduced, terminated or forgiven in accordance with the terms
of the Fund Agreement, (b) any such investor defaults in its obligation to
make such capital contribution to the Fund and the remaining investors do
not, in the aggregate, elect to make contributions sufficient to correct
for any resulting shortfall, or (c) such capital contributions of the Fund
are used by the Fund to acquire investments outside the Trust or to pay
expenses of the Fund, then the Fund's obligations herein shall be
correspondingly reduced.
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Very Truly Yours,
FORTRESS INVESTMENT FUND LLC
By: /s/
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
Acknowledged and accepted:
By: /s/
------------------------------------
Xxxxxx X. Xxxxxxx, as Trustee
of Fortress Registered Investment Trust
