EXHIBIT P
FORTRESS INVESTMENT FUND II LLC
c/o Fortress Investment Group LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fortress Investment Trust II
c/o Fortress Investment Group LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of September 30, 2002
Re: Commitment to Make Capital Contributions
Ladies and Gentlemen:
Reference is hereby made to that certain Declaration of
Trust (the "Trust Agreement") of Fortress Investment Trust II (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 $887 million 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 II LLC
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
Acknowledged and accepted:
FORTRESS INVESTMENT TRUST II
By: /s/ Xxxxxx Xxxxxxxxxxx
----------------------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Trustee
