CERTIFICATE OF DESIGNATION
Pursuant to Section 3.2 of the Limited Liability Company Agreement
Preferred Interests
FORTRESS BROOKDALE INVESTMENT FUND LLC, a Delaware limited
liability company (the "Fund"), does hereby create and establish Preferred
Interests and the amount thereof and the powers, preferences, duties,
liabilities and obligations thereof are hereby fixed as follows:
Section 1. Designation and Amount. The Fund shall have preferred
limited liability company equity interests (the "Preferred Interests") with
an aggregate liquidation preference not to exceed $100,000.
Section 2. Dividends. Holders of Preferred Interests shall be
entitled to receive when, as and if declared by the Board of Managers of
the Fund, or a duly authorized committee thereof, cumulative dividends at
the rate of 10% per year. Dividends on the Preferred Interests so declared
shall be paid in preference to and in priority over any dividends declared
and payable on the Fund's common limited liability company interests (the
"Shares").
Section 3. Liquidation Rights. The Preferred Interests will have a
liquidation preference equal to $500 per Preferred Interest plus
accumulated and unpaid dividends and will be redeemable in whole or in part
at any time at liquidation preference.
Section 4. Asset Coverage. Immediately after issuance, the Preferred
Interests will have an asset coverage of 200%, as required under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
Furthermore, the Shares may not declare any dividend or distribution unless
the Preferred Interests have, at the time of the dividend or distribution,
an asset coverage of at least 200% after deducting the amount of the
dividend or distribution.
Section 5. Voting Rights. The Preferred Interests will have no voting
rights; provided that the Preferred Interests will have the right to (a)
elect two managers of the Fund at all times and to elect a majority of
managers if at any time dividends on the Preferred Interests are unpaid in
an amount equal to two full years' dividends and to be so represented until
all dividends in arrears have been paid or otherwise provided for; and (b)
vote as a class on any plan of reorganization adversely affecting such
securities or on any matter requiring a vote of security holders under
Section 13(a) of the Investment Company Act. On matters on which the
Preferred Interests are entitled to vote, each Preferred Interest shall
have one vote.
Section 6. Other Rights or Preferences. Unless otherwise required by
law, the holders of Preferred Interests shall not have any rights or
preferences other than those set forth herein or in the Fund's Limited
Liability Company Agreement.
IN WITNESS WHEREOF, FORTRESS BROOKDALE REGISTERED INVESTMENT FUND LLC
has caused this Certificate to be signed by Wesley R. Edens, Chairman and
Chief Executive Officer, and attested by Randal A. Nardone, Secretary, this
6th day of September, 2000.
FORTRESS BROOKDALE INVESTMENT FUND LLC
By: /s/ Wesley R. Edens
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Wesley R. Edens
Chairman and Chief Executive Officer
Attest:
By: /s/ Lilly Donohue
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Lilly Donohue
Assistant Secretary
