Item 1.01.
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Entry into a Material Definitive Agreement.
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Fortress Credit Realty Income Trust (the "Company") has established a new series of Class J-1 common shares, par value $0.01 per share (the "Class J-1 shares"), Class J-2 common shares, par value $0.01 per share (the "Class J-2 shares"), and Class J-3 common shares, par value $0.01 per share (the "Class J-3 shares" and, together with the Class J-1 shares and Class J-2 shares, the "New Shares"), as described in Item 5.03 of this Current Report on Form 8-K (this "Current Report").
The preferences, rights, voting powers, restrictions and limitations of redemptions for the Class J-1 shares and Class J-2 shares are substantially similar to the preferences, rights, voting powers, restrictions and limitations of the Company's existing Class B common shares and Class R common shares, and the preferences, rights, voting powers, restrictions and limitations of redemptions for the Class J-3 shares are substantially similar to the preferences, rights, voting powers, restrictions and limitations of the Company's existing Class S common shares, Class D common shares and Class I common shares (collectively with the Class B common shares, Class R common shares, Class S common shares and Class D common shares, the "Existing Shares"), in each case, including the same proportional rights to the Company's assets, except that the New Shares are subject to different ongoing servicing fees from the Existing Shares.
Third Amended and Restated Management Agreement
On November 18, 2024, the Company and FCR Advisors LLC, a Delaware limited liability company (the "Adviser"), entered into the Third Amended and Restated Management Agreement (the "Amended Management Agreement"). The Amended Management Agreement has been amended and restated to reflect the inclusion of the New Shares. The Amended Management Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remains unchanged.
The foregoing description is only a summary of the material provisions of the Amended Management Agreement and is qualified in its entirety by reference to the full text of the Amended Management Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Second Amended and Restated Dealer Manager Agreement
On November 18, 2024, the Company, the Adviser and Independent Brokerage Solutions LLC (in such capacity, the "Dealer Manager") entered into the Second Amended and Restated Dealer Manager Agreement (the "Amended Dealer Manager Agreement"). The Amended Dealer Manager Agreement has been amended and restated to reflect the inclusion of the New Shares. The Amended Dealer Manager Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remains unchanged.
The foregoing description is only a summary of the material provisions of the Amended Dealer Manager Agreement and is qualified in its entirety by reference to the full text of the Amended Dealer Manager Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated by reference herein.