Underwriting AgreementUnderwriting Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • New York
Fortress Investment Group LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. and Lehman Brothers Inc. as representatives (the “Representatives”) of the several underwriters listed in Schedule I hereto (the “Underwriters”), an aggregate of 34,286,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,142,900 additional shares (the “Optional Shares”) of Class A shares representing Class A limited liability company interests (“Class A Shares”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORTRESS OPERATING ENTITY II LP Dated as of February 1, 2007Limited Partnership Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORTRESS OPERATING ENTITY II LP, a Delaware limited partnership (the "Partnership"), is made as of February 1, 2007, by and among FIG Corp., a Delaware corporation, as general partner (the "Initial General Partner"), and the Limited Partners (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLCLimited Liability Company Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC, is dated as of February __, 2007. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
AGREEMENT, dated as of _____________, ____, by and between Fortress Investment Group LLC, a Delaware limited liability Company (the Company), and [NAME] (the Indemnitee).
ContractTax Receivable Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 1, 2007, is hereby entered into by and among FIG Corp, a Delaware corporation (the “Corporation”), FIG Asset Co. LLC, a Delaware limited liability company (the “FIGA”), the entities set forth on the signature pages hereto (together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the "Partnerships") and each of the undersigned parties hereto identified as “Partners.”
FORM OF EXCHANGE AGREEMENT dated as ofExchange Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
EXCHANGE AGREEMENT (the "Agreement"), dated as of [ ], 2007, among FIG Corp., a Delaware corporation ("FIG"), FIG Asset Co. LLC, a Delaware limited liability company ("FIGA"), Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), Fortress Operating Entity II LP, a Delaware limited partnership ("FOE II"), Fortress Operating Entity III LP, a Delaware limited partnership ("FOE III"), Principal Holdings I LP, a Delaware limited partnership ("PH I"), and Peter Briger, Jr., Wesley Edens, Robert Kauffman, Randal Nardone and Michael Novogratz (the "Original Partners"). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in Section 1.1.
SHAREHOLDERS AGREEMENT dated as of among FORTRESS INVESTMENT GROUP LLC and THE INDIVIDUALS SET FORTH ON THE SIGNATURE PAGES HERETOShareholder Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of , 2007, among the individuals set forth on the signature pages hereto (the “Initial Shareholders” and, collectively with all other Persons (as defined herein) who become shareholders in accordance with this Agreement, the “Shareholders”), and Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”) is entered into and effective as of January 29, 2007 among FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company and certain of its Affiliates (collectively the “Borrowers”), certain Subsidiaries and Affiliates of the Borrowers (the “Guarantors”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “Amendment”) is entered into and effective as of December 18, 2006 among FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company and certain of its Affiliates (collectively the “Borrowers”), certain Subsidiaries and Affiliates of the Borrowers (the “Guarantors”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).
AGREEMENT AMONG PRINCIPALS dated as of among PETER BRIGER, JR., WESLEY EDENS, ROBERT KAUFFMAN, RANDAL NARDONE, and MICHAEL NOVOGRATZAgreement Among Principals • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware
AGREEMENT AMONG PRINCIPALS (the “Agreement”), dated as of , 2007, among the individuals set forth on the signature pages hereto (the “Principals”).
