FIRST AMENDMENT TO AMENDED AND RESTATED
		CREDIT AGREEMENT
	 

	 
		This FIRST AMENDMENT TO AMENDED AND RESTATED
		CREDIT AGREEMENT (this “Amendment”)
		is entered into and effective as of September 13, 2006 among FORTRESS
		INVESTMENT GROUP LLC., a Delaware limited liability company and certain of its
		Affiliaties (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).
	 

	 
		RECITALS
	 

	 
		WHEREAS, the Borrowers, the Guarantors, the
		Lenders and the Administrative Agent are party to that certain Amended and
		Restated Credit Agreement dated as of June 23, 2006 (as amended and modified
		from time to time, the “Credit
		Agreement”);
	 

	 
		WHEREAS, the Borrowers have requested a
		modification to the Credit Agreement; and
	 

	 
		WHEREAS, the Required Lenders have agreed to
		such modification, subject to the terms set forth herein as more fully set
		forth below.
	 

	 
		NOW THEREFORE, for good and valuable
		consideration, the receipt and sufficiency of which are hereby acknowledged,
		the parties hereto agree as follows:
	 

	 
		AGREEMENT 
	 

	 
		1. Amendment to Credit Agreement.
	 

	 
		(a) Section 7.01(b) of the Credit Agreement
		is amended and restated in its entirety to read as follows:
	 

	 
		(b) as soon as available, but in any
		event within:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  fifty-five days after the end of
				  each of the first three fiscal quarters of each fiscal year of the Borrowers
				  (or on the date delivered to SEC if earlier), (A) a combined balance sheet of
				  (x) prior to the IPO, the Fortress Entities and their respective Subsidiaries
				  and (y) subsequent to the IPO, the Public Entity and its Subsidiaries, in each
				  case as at the end of such fiscal quarter, and the related consolidated
				  statements of income or operations, shareholders’ equity and cash flows
				  for such fiscal quarter and for the portion of the Borrowers’ fiscal year
				  then ended, setting forth in each case in comparative form the figures for the
				  corresponding fiscal quarter of the previous fiscal year and the corresponding
				  portion of the previous fiscal year, all in reasonable detail and certified by
				  a Responsible Officer of the Borrowers as fairly presenting the financial
				  condition, results of operations, shareholders’
				

			 

 

	 
		 
	 

	 
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		equity and cash flows of the Fortress
		Entities and their respective Subsidiaries or the Public Entity and its
		Subsidiaries, as applicable, in accordance with (1) prior to the IPO, SBA and
		(2) subsequent to the IPO, GAAP, subject only to normal year-end audit
		adjustments and the absence of footnotes, and (B) a report setting forth the
		net asset value of the Hedge Funds certified by a Responsible Officer of the
		Borrower to fairly represent the net asset value of the Hedge Funds;
		and
	 

	 
			
				
				   
				

			 	
				
				  (ii) 
				

			 	
				
				  seventy-five days after the end
				  of the first three fiscal quarters of each fiscal year of the Borrowers balance
				  sheet of the Fortress Funds (other than (x) the Hedge Funds and (y) Newcastle,
				  Eurocastle or any other public investment fund, in the case of each public
				  investment fund, to the extent such balance sheets are otherwise publicly
				  available to the Lenders) and the related statements of income, changes in cash
				  flow and shareholder’s equity for such fiscal quarter and for the portion
				  of the fiscal year then ended setting forth in each case in comparative form
				  the figures for the corresponding fiscal quarter of the previous fiscal year
				  and the corresponding portion of the previous fiscal year, in reasonable detail
				  and certified by a Responsible Officer of the Borrowers as fairly presenting
				  the financial condition, results of operations, shareholders’ equity and
				  cash flows of the applicable Fortress Funds in accordance with GAAP, subject
				  only to normal year-end audit adjustments and the absence of
				  footnotes.
				

			 

 

	 
		(c) Section 7.02(c) of the Credit Agreement
		is amended by deleting the words “Sections 7.01(a) and (b)” set forth therein and inserting the words
		“Sections 7.01(a) and (b)(i)”
		in substitution therefor.
	 

	 
		2. Effectiveness; Conditions Precedent. This Amendment shall be and become effective upon
		receipt by the Administrative Agent of copies of this Amendment duly executed
		by the Borrowers, the Guarantors, and the Required Lenders.
	 

	 
		3. Ratification of Credit Agreement. The term “Credit Agreement” as used in each
		of the Loan Documents shall hereafter mean the Credit Agreement as amended and
		modified by this Amendment. Except as herein specifically agreed, the Credit
		Agreement, as amended by this Amendment, is hereby ratified and confirmed and
		shall remain in full force and effect according to its terms. Each of the Loan
		Parties acknowledge and consent to the modifications set forth herein and agree
		that this Amendment does not impair, reduce or limit any of its obligations
		under the Loan Documents (including, without limitation, the indemnity
		obligations and guaranty obligations set forth therein) and that, after the
		date hereof, this Amendment shall constitute a Loan Document.
	 

	 
		4. Authority/Enforceability. Each of the Loan Parties represents and warrants as
		follows:
	 

	 
		(a) It has taken all necessary action to
		authorize the execution, delivery and performance of this Amendment.
	 

	 
		(b) This Amendment has been duly executed
		and delivered by such Person and constitutes such Person’s legal, valid
		and binding obligations, enforceable in accordance with its terms, except as
		such enforceability may be subject to (i) bankruptcy, insolvency,
		reorganization, fraudulent conveyance or transfer, moratorium or similar laws
		affecting creditors’ rights
	 

	 
		 
	 

	 
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		generally and (ii) general principles of
		equity (regardless of whether such enforceability is considered in a proceeding
		at law or in equity).
	 

	 
		(c) No consent, approval, authorization or
		order of, or filing, registration or qualification with, any court or
		governmental authority or third party is required in connection with the
		execution, delivery or performance by such Person of this Amendment.
	 

	 
		(d) The execution and delivery of this
		Amendment does not (i) violate, contravene or conflict with any provision of
		its, or its Subsidiaries’ organizational documents or (ii) materially
		violate, contravene or conflict with any Requirement of Law or any other law,
		regulation, order, writ, judgment, injunction, decree or permit applicable to
		it or any of its Subsidiaries.
	 

	 
		5. Representations and Warranties of the Loan
		Parties. The Loan Parties represent and
		warrant to the Administrative Agent and the Lenders that (a) the
		representations and warranties of the Loan Parties set forth in Article VI of
		the Credit Agreement are true and correct in all material respects as of the
		date hereof, (b) after giving effect to this Amendment, no event has occurred
		and is continuing which constitutes a Default or an Event of Default and (c)
		the Collateral Documents continue to create a valid perfected security interest
		in the Collateral prior to all Liens other than Permitted Liens.
	 

	 
		6. Release. In
		consideration of the Administrative Agent and the Required Lenders entering
		into this Amendment on behalf of the Lenders, the Loan Parties hereby release
		the Administrative Agent, the L/C Issuer, each of the Lenders, and the
		Administrative Agent’s, the L/C Issuer’s and each of the
		Lenders’ respective officers, employees, representatives, agents, counsel
		and directors from any and all actions, causes of action, claims, demands,
		damages and liabilities of whatever kind or nature, in law or in equity, now
		known or unknown, suspected or unsuspected to the extent that any of the
		foregoing arises from any action or failure to act solely in connection with
		the Loan Documents on or prior to the date hereof.
	 

	 
		7. Counterparts/Telecopy. This Amendment may be executed in any number of
		counterparts, each of which when so executed and delivered shall be an
		original, but all of which shall constitute one and the same instrument.
		Delivery of executed counterparts of this Amendment by telecopy shall be
		effective as an original and shall constitute a representation that an original
		shall be delivered promptly upon request.
	 

	 
		8. GOVERNING LAW.
		THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
		GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
		STATE OF NEW YORK.
	 

	 
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		IN WITNESS WHEREOF, each of the parties
		hereto has caused a counterpart of this Amendment to be duly executed and
		delivered and this Amendment shall be effective as of the date first above
		written.
	 

	 
		 
	 

	 
			
				
				  BORROWERS:
				

			 	
				
				   
				

			 	
				
				  FORTRESS INVESTMENT GROUP
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS II LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS III LLC,
 a Delaware
				  limited liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS IV LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FORTRESS CANADA MANAGEMENT TRUST,
				  
 a Delaware statutory trust
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
			
				
				   
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Dan Bass
				

			 
	 	 	 	 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Dan Bass
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Chief Financial Officer of each of
				  the above-referenced Borrowers
				

			 

 

	 
		 
	 

	 	 	 	 	
			 
				FIG PARTNERS POOL (A)
				LLC,
 a Delaware limited liability
				company
			 

		  
	 	 	 	
 By:	/s/ Randal A.
			 Nardone
	 	 	 	 	
			 
 
	 	 	 	Name:	 
	 	 	 	 	
			 
 
	 	 	 	Title:	 
	 	 	 	 	
			 
 


	 
		 
	 

	 	 	 	 	FIG
			 PARTNERS POOL (P) LLC,
 a Delaware
			 limited liability company
	 	 	 	
 By:	/s/ Randal A.
			 Nardone
	 	 	 	 	
			 
 
	 	 	 	Name:	 
	 	 	 	 	
			 
 
	 	 	 	Title:	 
	 	 	 	 	
			 
 


	 
		 
	 

	  

	 
		 
	 

	 	 	 	 	FIG
			 PARTNERS POOL (P2) LLC,
 a Delaware
			 limited liability company
	 	 	 	
 By:	/s/ Randal A.
			 Nardone
	 	 	 	 	
			 
 
	 	 	 	Name:	 
	 	 	 	 	
			 
 
	 	 	 	Title:	 
	 	 	 	 	
			 
 


	  

	 
		 
	 


	 

	 
	 

	 

	 	GUARANTORS:	 	FORTRESS INVESTMENT
			 HOLDINGS LLC,
	 	 	 	a Delaware limited
			 liability company


	  

	 
		 
	 

	 	 	 	FORTRESS PRINCIPAL
			 INVESTMENT HOLDINGS LLC,
	 	 	 	a Delaware limited
			 liability company


	 
		 
	 

	 	 	 	FORTRESS PRINCIPAL INVESTMENT GROUP LLC,
			 
 a Delaware limited liability
			 company
	 	 	 	

			 By:	/s/ Dan
			 Bass
	 	 	 	 	
			 
 
	 	 	 	Name:	Dan Bass
	 	 	 	
			 
				Title: 
			 

		  	
			 
				Chief Financial Officer of each of the
				above-referenced Guarantors
			 

		  


	  

	  

	 
		 
	 

	 	 	 	 	FORTRESS FUND III GP (HOLDINGS) LLC, 

			 a Delaware limited liability company
	 	 	 	
 By:	/s/ Randal A.
			 Nardone
	 	 	 	 	
			 
 
	 	 	 	Name:	 
	 	 	 	 	
			 
 
	 	 	 	Title:	 
	 	 	 	 	
			 
 


	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				  ADMINISTRATIVE AGENT:
				

			 	
				
				   
				

			 	
				
				  BANK OF AMERICA, N.A.,

				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Joshua A. Podietz
				

			 
	 	 	 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 

	 
			
				
				  LENDERS:
				

			 	
				
				   
				

			 	
				
				  BANK OF AMERICA, N.A., as a
				  Lender and L/C Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Joshua A. Podietz
				

			 
	 	 	 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 


	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  WELLS FARGO BANK, NATIONAL
				  ASSOCIATION,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Stephen Leon
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Stephen Leon
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Managing Director
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  
 /s/ Maureen S. Malphus
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Maureen S. Malphus
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 





	 
		 
	 

	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  DEUTSCHE BANK AG NEW YORK
				  BRANCH,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Evelyn Thierry
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Evelyn Thierry
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  
 /s/ Omayra Laucella
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Omayra Laucella
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 





	 
		 
	 

	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  KEYBANK NATIONAL
				  ASSOCIATION,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Tayven Hike
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  TAYVEN HIKE, CFA
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VICE PRESIDENT
				

			 

 





	 
		 
	 

	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  JPMORGAN CHASE BANK,
				  N.A.,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Emily Berger
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  EMILY BENGER
				

			 
	 	
				
				  Title:
				

			 	
				
				  VICE PRESIDENT
				

			 

 





	 
		 
	 

	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  GOLDMAN SACHS CREDIT PARTNERS
				  L.P.,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Bruce H. Mendelsohn
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  BRUCE H. MENDELSOHN
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  AUTHORIZED SIGNATORY
				

			 

 





	 
		 
	 

	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				  LEHMAN COMMERCIAL PAPER
				  INC.,
 as a Lender
				

			 
	
				
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Diane Albanese
				

			 
	 	 	
				
 
	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  DIANE ALBANESE
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  AUTHORIZED SIGNATORY