0001193125-09-223816 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP Dated as of September 30, 2009
Och-Ziff Capital Management Group LLC • November 4th, 2009 • Investment advice • New York

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), is made as of September 30, 2009, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).

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FIRST GUARANTY OF PAYMENT MODIFICATION AGREEMENT
First Guaranty of Payment Modification Agreement • November 4th, 2009 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This FIRST GUARANTY OF PAYMENT MODIFICATION AGREEMENT (this “Modification”), dated as of September 9, 2009 and effective as of March 30, 2009 among OZ MANAGEMENT LP, OZ ADVISORS LP and OZ ADVISORS II LP, each a Delaware limited partnership, having an address for notices at 9 West 57th Street, 39th Floor, New York, New York 10019 (each, a “Guarantor”), and CITICORP USA, INC., a Delaware corporation, having an office at 31 West 52nd Street, 24th Floor, New York, New York 10019, as lender (the “Lender”).

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