0001193125-19-032705 Sample Contracts
Omnibus Agreement Between Thomas Sipp and OZ Management LP, OZ Advisors LP and OZ Advisors II LP February 7, 2019Omnibus Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
THIS OMNIBUS AGREEMENT BETWEEN THOMAS SIPP AND OZ MANAGEMENT LP, OZ ADVISORS LP AND OZ ADVISORS II LP (this “Omnibus Agreement”) is entered into as of February 7, 2019, by and among Thomas Sipp (the “Limited Partner”) and each of OZ Management LP (“OZM”), OZ Advisors LP (“OZA”) and OZ Advisors II LP (“OZAII” and, together with OZM and OZA, the “Operating Partnerships”).
Standard Contracts
AMENDMENT No. 1, dated as of February 7, 2019 (this “Amendment”), to the CREDIT AND GUARANTY AGREEMENT, dated as of April 10, 2018, by and among OZ MANAGEMENT LP, a Delaware limited partnership (“Borrower”), as borrower, OZ ADVISORS LP, a Delaware...Credit and Guaranty Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 10, 2018, is entered into by and among OZ MANAGEMENT LP, a Delaware limited partnership (“Borrower”), as borrower, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”), as a Guarantor, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP Dated as of February 7, 2019Agreement of Limited Partnership • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
Och-Ziff Capital Management Group LLCDistribution Holiday Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice
As you know, Och-Ziff Capital Management Group LLC (the “Company”) intends to enter into a series of transactions (collectively, the “Recapitalization”) in accordance with that certain Letter Agreement, dated as of December 5, 2018, as amended on January 14, 2019, January 31, 2019 and February 6, 2019 (the “Letter Agreement”), by and among the Company and the OZ Subsidiaries (as defined in the Letter Agreement), on the one hand, and Daniel S. Och (“DSO”), on the other hand (the Letter Agreement, together with the term sheet attached thereto, the “New Recapitalization Agreement”). It is expected that the Recapitalization will become effective on February 7, 2019 (the actual effective date of the Recapitalization is referred to herein as the “Effective Date”). You are receiving this letter agreement because you hold Class A restricted share units (collectively, the “RSUs” and including, for the avoidance of doubt, any PSUs (as defined below)) in respect of the Company which will be subje
SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT dated as of February 7, 2019 among OZ MANAGEMENT LP, OZ ADVISORS LP, and OZ ADVISORS II LP, as Borrowers and Guarantors, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors,...Senior Subordinated Term Loan and Guaranty Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice
This SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT, dated as of February 7, 2019, is entered into by and among OZ MANAGEMENT LP, a Delaware limited partnership (“OZM”), as a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”), as a Borrower and as a Guarantor, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), Daniel S. Och, as the Initial Lender Representative, and the other Lenders from time to time party to this Agreement.
AMENDMENT TO THE FIRST AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT EFFECTIVE FEBRUARY 7, 2019Tax Receivable Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice
This Amendment (this “Amendment”) to the First Amended and Restated Tax Receivable Agreement among Parent, the Corporation, Holdings, the Partnerships and the Partners dated as of January 12, 2009 (as amended, restated, supplemented or otherwise modified, including by this Amendment, the “Agreement”) is made by and among the undersigned parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of February 7, 2019Registration Rights Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time pursuant to the provisions hereof, including the appendixes attached hereto, this “Agreement”), is made and entered into as of February 7, 2019, by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
February 7, 2019 Dear Securityholders of the Operating Partnerships:Letter Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice
As previously disclosed, on December 6, 2018, Och-Ziff Capital Management Group LLC (the “Company”), OZ Management LP (“OZM”), OZ Advisors LP (“OZA”), OZ Advisors II LP (collectively with OZM and OZA, the “Operating Partnerships”), Och-Ziff Holding Corporation (“OZ Holding Corporation”), Och-Ziff Holding LLC (“OZ Holding LLC”) and Daniel S. Och entered into a letter agreement (together with the term sheet attached thereto, each as amended pursuant to the amendments attached to the Information Statement (as defined below), the “Agreement”). The Company, the Operating Partnerships, OZ Holding Corporation and OZ Holding LLC are referred to, collectively, as the “Oz Parties.” The Agreement contemplates the transactions described in the Omnibus Confidential Information Statement Regarding Proposed Recapitalization of the Company and Certain of its Subsidiaries (the “Information Statement” and such transactions, collectively, the “Recapitalization”). As described in more detail in the Inform
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
AMENDED AND RESTATED EXCHANGE AGREEMENT (as amended, restated or supplemented, the “Agreement”), dated as of February 7, 2019, by and among the Issuer, Och-Ziff Corp, Och-Ziff Holding, OZ Management, OZ Advisors, OZ Advisors II and the Och-Ziff Limited Partners and Class B Shareholders from time to time party hereto. Defined terms used herein have the respective meanings ascribed thereto in Section 1.1.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP Dated as of February 7, 2019Limited Partnership Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding LLC, a Delaware limited liability company, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
CLASS E COMMON UNIT AWARD AGREEMENTClass E Common Unit Award Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice
Your Class E Unit Grants shall be conditionally issued to you by the Partnerships in the numbers specified below and effective as of the grant date specified below:
GOVERNANCE AGREEMENT dated as of February 7, 2019 among OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, OCH-ZIFF HOLDING CORPORATION, OCH-ZIFF HOLDING LLC, OZ MANAGEMENT LP, OZ ADVISORS LP, OZ ADVISORS II LP and DANIEL S. OCHGovernance Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT, dated as of February 7, 2019, is entered into by and among OZ MANAGEMENT LP, a Delaware limited partnership (“OZM”), as a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”), as a Borrower and as a Guarantor, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), Daniel S. Och, as the Initial Lender Representative, and the other Lenders from time to time party to this Agreement.
