FIRST AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 12th, 2009 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This FIRST AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 12, 2009, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (“Parent”), Och-Ziff Holding Corporation, a Delaware corporation (the “Corporation”), Och-Ziff Holding LLC, a Delaware limited liability company (“Holdings”), OZ Management LP, a Delaware limited partnership (“OZ Management”), OZ Advisors LP, a Delaware limited partnership (“OZ Advisors”) (OZ Management and OZ Advisors, 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 “Operating Group Entities”), OZ Advisors II LP, a Delaware limited partnership (“OZ Advisors II”, and together with the Operating Group Entities, the “Partnerships”), and e
AMENDED AND RESTATED FIRST PRIORITY AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of May 30, 2008 made by in favor of CITICORP USA, INC., as Mortgagee Relating to one (1) Gulfstream Aerospace Model G-IV-SP Aircraft Manufacturer’s Serial Number...First Priority • March 12th, 2009 • Och-Ziff Capital Management Group LLC • Investment advice • New York
AMENDED AND RESTATED FIRST PRIORITY AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of May 30, 2008, made by 57 AVIATION SERVICES, LLC, a Delaware limited liability company, whose principal place of business is 9 West 57th Street, 39th Floor, New York, New York 10019 (together with its successors and assigns hereinafter the “Grantor”), in favor of CITICORP USA, INC., a Delaware Corporation, (together with any successors and/or assigns the “Mortgagee”) having an office at 666 Fifth Avenue, New York, NY 10103, the United States of America.
GUARANTY OF PAYMENTOch-Ziff Capital Management Group LLC • March 12th, 2009 • Investment advice
FOR VALUE RECEIVED, and to induce CITICORP USA, INC., a Delaware corporation, having its principal place of business at Citicorp Center, 666 Fifth Avenue, New York, New York 10103 (“Lender”), to lend to 57 AVIATION SERVICES, LLC, a Delaware limited liability company, whose principal place of business is 9 West 57th Street, 39th Floor, New York, New York 10019 (the “Borrower”), the principal sum of SIXTEEN MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND SEVEN HUNDRED EIGHTEEN AND 53/100 DOLLARS ($16,763,718.53) (the “Loan”), evidenced by the Promissory Note (the “Note”) and secured by an Amended and Restated First Priority Aircraft Mortgage and Security Agreement (the “Mortgage”), each as described in Exhibit A attached hereto and made a part hereof, and by other documents executed in connection therewith (the “Other Security Documents”),
