CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • New York
This SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendmen
CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • New York
This AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendment shall
FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital I, L.P. Dated as of March 20, 2023Limited Partnership Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital I, L.P., a Delaware limited partnership (the “Partnership”), is dated as of the 20th day of March 2023 (the “Effective Date”), by and among OCM Holdings I, LLC, a Delaware limited liability company (“OCM GP”), as the sole general partner of the Partnership (the “General Partner”), and the limited partners of the Partnership (in their capacity as such, the “Limited Partners”).
OAKTREE FUND GP I, L.P. SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
LIMITED PARTNER INTERESTS IN OAKTREE FUND GP I, L.P., A DELAWARE LIMITED PARTNERSHIP, HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES REGULATORY AUTHORITY OR ANY OTHER REGULATORY AUTHORITY OF ANY JURISDICTION. SUCH LIMITED PARTNER INTERESTS ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. SUCH LIMITED PARTNER INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF, IN EACH CASE, EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND THE SECURITIES LAWS OF ALL APPLICABLE JURISDICTIONS, INCLUDING APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS.
AMENDMENT TO THE THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This AMENDMENT TO THE THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of April 13, 2023, is entered into by and among Brookfield Corporation (formerly known as Brookfield Asset Management Inc.), a corporation incorporated under the laws of the Province of Ontario, Oaktree New Holdings LLC, a Delaware limited liability company, Oaktree AIF Holdings II, LLC, a Delaware limited liability company, Oaktree Capital II, L.P., a Delaware series limited partnership, Oaktree Capital Management, L.P., a Delaware limited partnership, Oaktree Investment Holdings, L.P., a Delaware limited partnership, Oaktree AIF Investments, L.P., a Delaware limited partnership, Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), and each of the limited partners of OCGH (the “Limited Partners”). Capitalized terms used and not otherwise defined in this Amendment shall have the same meanings in this Amendment as set forth in the Third Amended Agreement (as d
OAKTREE CAPITAL GROUP, LLC OAKTREE CAPITAL MANAGEMENT, L.P.Brookfield Oaktree Holdings, LLC • March 21st, 2024 • Investment advice • California
On October 6, 2014, you entered into an agreement with Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”) and Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”) setting out the terms and conditions of your employment by the Company as the Chief Executive Officer of the Company and OCG (the “Original Employment Agreement”). The Original Employment Agreement was amended and restated February 24, 2015 (the “2015 A&R Employment Agreement”), the 2015 A&R Employment Agreement was amended and restated April 26, 2017 (the “2017 A&R Employment Agreement”), the 2017 A&R Employment Agreement was amended and restated February 25, 2020 (the “Third A&R Employment Agreement”), and OCG, the Company and you have agreed to further amend and restate the Third A&R Employment Agreement, as reflected herein (this “Agreement”). This Agreement is based on your providing, and continuing to provide, the services described below on a full-time basis.
June 29, 2023Letter Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This letter agreement (this “Letter Agreement”) is being entered into in connection with the contribution by Brookfield Corporate Treasury Ltd. (“Treasury”) of an amount (the “Contribution”) to Oaktree Capital Group, LLC (“OCG”) in respect of OCG’s indirect acquisition (the “Acquisition”) of 100% of the interests in BUSI II GP-C LLC (“II GP-C”), BUSI II-C L.P. (“II-C”), BUSI II SLP-GP LLC (“II SLP-GP”) and Brookfield REIT OP Special Limited Partner L.P. (collectively, and, together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined below) and that beneficially own shares of the REIT (as defined below), the “REIT Entities”), which such REIT Entities are the owners of the Class I and Class E Common Shares of Brookfield Real Estate Income Trust Inc. (the “REIT”). In consideration of the Contribution and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OCG does hereby agree with Treasury as
SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT OF BROOKFIELD OAKTREE HOLDINGS, LLC Dated as of March 15, 2024Operating Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT OF BROOKFIELD OAKTREE HOLDINGS, LLC (formerly known as Oaktree Capital Group, LLC), is dated as of March 15, 2024. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT by and among ATLAS TOP LLC, ATLAS OCM HOLDINGS, LLC, OAKTREE CAPITAL GROUP, LLC, OCM HOLDINGS I, LLC, OAKTREE NEW HOLDINGS, LLC, OAKTREE AIF HOLDINGS II, LLC, OAKTREE HOLDINGS, LTD., OAKTREE CAPITAL GROUP...Exchange Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
LETTER AGREEMENTLetter Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This letter agreement (this “Letter Agreement”) supersedes any and all prior written or oral agreements and understandings with respect to the subject matter hereof. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in that certain Seventh Amended and Restated Operating Agreement, dated as of March 15, 2024 (the “BOH Operating Agreement”), of Brookfield Oaktree Holdings, LLC (formerly known as Oaktree Capital Group, LLC) (“BOH”), as in effect on the date hereof.
June 29, 2023Letter Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • Delaware
This letter agreement (this “Letter Agreement”) is being entered into in connection with the indirect acquisition (the “Acquisition”) by Oaktree Capital Group, LLC (“OCG”) of 100% of the interests in BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and Brookfield REIT OP Special Limited Partner L.P. (collectively, and, together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined below) and that beneficially own shares of the REIT (as defined below), the “REIT Entities”), which such REIT Entities are the owners of the Class I and Class E Common Shares of Brookfield Real Estate Income Trust Inc. (the “REIT”). In consideration of the Acquisition and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OCG does hereby agree with Brookfield Properties (USA II) LLC (“BP USA II”) as follows:
