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Preview Full Doc	2002	Bylaws Bylaws (65K) Doc #262202: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. BYLAWS (AS ADOPTED JANUARY 24, 2002) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the . . . 262202	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Bylaws: NEWCASTLE INVESTMENT CORP – {DOCUMENT} {TYPE}EX-3.2 {SEQUENCE}4 {FILENAME}y54018a2ex3-2.txt {DESCRIPTION}AMENDED BY-LAWS {TEXT} {PAGE} Exhibit 3.2 NEWCASTLE INVESTMENT CORP . BYLAWS (AS ADOPTED JANUARY 24, 2002) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State _____________ dt 144612
Full Doc	2002	Certificate of Stock Certificate of Stock (11K) Doc #262203: This document is immediately available for purchase, but does not have a preview available for viewing. 262203	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Certificate of Stock: NEWCASTLE INVESTMENT CORP – AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE (SIGNATURE TO COME) (SIGNATURE TO COME) SECRETARY PRESIDENT {PAGE} NEWCASTLE INVESTMENT CORP . A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK SEE _____________ NEWCASTLE INVESTMENT CORP – THAT , or its registered assigns, is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF NEWCASTLE INVESTMENT CORP . (THE "CORPORATION") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon _____________ dt 144613
Preview Full Doc	2001	Limited Liability Company Agreement Limited Liability Company Agreement (98K) Doc #262213: Click preview link for longer preview. LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC Dated as of February 6, 1998 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ----------------------------------------------------------------------------------------------------- {S} {C} ARTICLE I DEFINITIONS................................................................................1 SECTION 1.1 Definitions..........................................................1 ARTICLE II GENERAL PROVISIONS.........................................................................8 SECTION 2.1 Company Name.........................................................8 SECTION 2.2 Registered Office, Registered Agent..................................8 SECTION 2.3 Certificates.........................................................9 SECTION 2.4 Nature of Business; Permitted Powers.................................9 SECTION 2.5 Fiscal Year..........................................................9 SECTION 2.6 Perpetual Existence..................................................9 SECTION 2.7 Limitation on Member Liability.......................................9 SECTION 2.8 Indemnification......................................................9 SECTION 2.9 Exculpation.........................................................10 SECTION 2.10 Fiduciary Duty....................................................10 SECTION 2.11 Insurance.........................................................11 ARTICLE III CLASSES OF INTERESTS AND ADMISSION OF MEMBERS.............................................12 SECTION 3.1 Classes.............................................................12 SECTION 3.2 Admission of Initial Members........................................12 SECTION 3.3 Admission of Additional Members.....................................12 SECTION 3.4 Schedule A..........................................................13 ARTICLE IV OFFICERS..................................................................................13 SECTION 4.1 Designation; Term; Qualifications...................................13 SECTION 4.2 Removal and Resignation.............................................13 SECTION 4.3 Vacancies...........................................................14 SECTION 4.4 Compensation........................................................14 SECTION 4.5 Acts of the Officers................................................14 {/TABLE} i {PAGE} {TABLE} {CAPTION} Page ----------------------------------------------------------------------------------------------------- {S} {C} ARTICLE V VOTING AND MANAGEMENT.....................................................................14 SECTION 5.1 Class A Member Voting Rights........................................14 SECTION 5.2 Class B Member Voting Rights........................................14 SECTION 5.3 Management of the Company...........................................15 SECTION 5.4 Acts of the Directors, Management Procedures and Delegation................................................15 SECTION 5.5 Compensation of the Directors.......................................16 SECTION 5.6 Books and Records; Accounting.......................................16 SECTION 5.7 Reliance by Third Parties; Officers.................................16 SECTION 5.8 Expenses............................................................16 SECTION 5.9 Company Tax and Information Returns.................................17 ARTICLE VI CONTRIBUTIONS AND CAPITAL ACCOUNTS........................................................17 SECTION 6.1 Capital Contributions...............................................17 SECTION 6.2 Capital Accounts....................................................18 SECTION 6.3 Withdrawal of Capital; Return of Capital; Deficit Balance in Capital Account.............................19 ARTICLE VII ALLOCATIONS...............................................................................19 SECTION 7.1 Allocation of Net Operating Profits and Net Operating Losses for Book Accounting Purposes.............19 SECTION 7.2 Allocation of Net Disposition Profits and Net Disposition Losses for Book Accounting Purposes...........20 ARTICLE VIII DISTRIBUTIONS.............................................................................20 SECTION 8.1 Distributions from Operations.......................................20 SECTION 8.2 Distributions of Capital Receipts...................................20 SECTION 8.3 Treatment of Insufficiency..........................................20 SECTION 8.4 Distributions in Kind...............................................21 {/TABLE} ii {PAGE} {TABLE} {CAPTION} Page ----------------------------------------------------------------------------------------------------- {S} {C} ARTICLE IX SPECIAL ALLOCATION RULES..................................................................21 SECTION 9.1 Certain Definitions.................................................21 SECTION 9.2 Allocations.........................................................24 ARTICLE X RESIGNATION AND ASSIGNMENT OF INTERESTS...................................................28 SECTION 10.1 Resignation of Member..............................................28 SECTION 10.2 No Distribution Upon Resignation...................................29 SECTION 10.3 Assignment of Interests............................................29 SECTION 10.4 Right of Assignee to Become a Substitute Member....................30 SECTION 10.5 Recognition of Transfer by Company.................................30 ARTICLE XI DISSOLUTION...............................................................................31 SECTION 11.1 Duration and Dissolution...........................................31 SECTION 11.2 Winding Up.........................................................31 SECTION 11.3 Distribution of Assets.............................................31 SECTION 11.4 Notice of Liquidation..............................................32 ARTICLE XII MISCELLANEOUS.............................................................................32 SECTION 12.1 Tax Reports and Financial Statements...............................32 SECTION 12.2 Amendment to the Agreement.........................................32 SECTION 12.3 Successors, Counterparts...........................................32 SECTION 12.4 Governing Law; Severability........................................32 SECTION 12.5 Filings............................................................33 SECTION 12.6 Power of Attorney..................................................33 SECTION 12.7 Headings...........................................................34 SECTION 12.8 Additional Documents...............................................34 SECTION 12.9 Notices............................................................34 SECTION 12.10 Waiver of Right to Partition and Bill of Accounting................34 {/TABLE} iii {PAGE} {TABLE} {CAPTION} Page ----------------------------------------------------------------------------------------------------- {S} {C} SCHEDULE A INITIAL MEMBERS...........................................................................35 SCHEDULE B INITIAL DIRECTORS.........................................................................36 SCHEDULE C INITIAL OFFICERS..........................................................................37 {/TABLE} iv {PAGE} LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC THIS LIMITED LIABILITY COMPANY AGREEMENT of FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (the "Company"), is made as of February 6, 1998, among the undersigned and the other Persons (as defined below) who become members of the Company from time to time in accordance with the provisions hereof (collectively, the "Members"). WHEREAS, the Members have formed the Company under the Delaware Act (as defined below) by causing to be filed a Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware on February 6, 1998; and WHEREAS, the Members desire to set forth their respective rights and obligations as Members of the Company and to provide for the management of the Company and its affairs and for the conduct of the business of the Company; NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 Definitions. As used herein, the following terms shall have the following meanings: "Additional Member" has the meaning specified in Section 3.3 of this Agreement. "Affiliate" means, with respect to a Person, another Person that directly or indirectly controls, is controlled by or is under common control with such first Person. For purposes of this definition, "control" (including, with correlative meanings, the {PAGE} terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to vote a majority of the securities having voting power for the election of Directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. "Agreement" means this Limited Liability Company Agreement of the Company, as amended, modified, supplemented or restated from time to time. "Capital Account" means the capital account established for each Member in accordance with Section 6.2(a). "Capital Asset" means any asset described in Section 1221 or 1231 of the Code, or any other asset of the Company or of any partnership or limited liability company in which the Company holds a direct or indirect interest, the sale or other disposition of which at a gain would result in long term capital gain within the meaning of Section 1222(3) of the Code. "Capital Receipts" means the gross cash proceeds received by the Company from the sale, exchange or any other disposition of any Capital Asset of the Company, or of all or substantially all of the assets of the Company (including without limitation in any Liquidation of the Company) or of any partnership or limited liability company in which the Company holds a direct or indirect interest, or from the incurrence of any Indebtedness (but excluding capital contributions received by the Company), reduced by the sum of (i) all expenditures made by the Company or by any partnership or limited liability company in which the Company holds a direct or indirect interest, in connection with such sale, exchange or other disposition, (ii) debt service payments made from such gross cash proceeds, and (iii) amounts set aside as reserves therefrom by the Directors. "Capitalized Lease" as to any Person means (i) any lease of property, real or personal, the obligations under which are capitalized on the consolidated balance sheet of such Person and its subsidiaries, (ii) any other such lease to the extent that the then present value of the minimum rental 262213	Newcastle Newcastle Investment Holdings Corp. ( Real Estate )
Preview Full Doc	2003	Management and Advisory Agreement [Amended and Restated] Management and Advisory Agreement [Amended and Restated] (62K) Doc #262135: Click preview link for longer preview. AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 23, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). W I T N E S S E T H : WHEREAS, the Company and the Manager entered into that certain Management and Advisory Agreement, dated as of June 6, 2002 (the "Original Management Agreement"), as amended on March 4, 2003; and WHEREAS, the Company and the Manager desire to amend and restate the Original Management Agreement in its entirety on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: I. The Original Management Agreement is hereby modified so that all of the terms and conditions of the aforesaid Original Management Agreement shall be restated in their entirety as set forth herein. II. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall be deemed to be effective as of the date hereof. III. Any reference in any other document executed in connection with the Original Management Agreement or this Agreement to the Original Management Agreement shall be deemed to refer to this Agreement. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS: {PAGE} SECTION 1. DEFINITIONS. The following terms have the meanings assigned them: (a) "Agreement" means this Management and Advisory Agreement, as amended from time to time. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Share" means a share of capital stock of the Company now or hereafter authorized as common voting stock of the Company. (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (f) "Funds from Operations" is as defined by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. (g) "Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company. (h) "Independent Directors" means the members of the Board of Directors who are not officers or employees of the Manager. (i) "Investments" means the investments of the Company. (j) "Junior Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares. 2 {PAGE} (k) "Preferred Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares. (l) "Prospectus" means the prospectus of the Company relating to the Company's initial public offering of common stock. (m) "Real Estate Securities" and "credit sensitive real estate-related securities" have the respective meanings ascribed to such terms in the Prospectus. (n) "REIT Share" means a share of the Company's Common Shares, par value $.01 per share. Where relevant in this Agreement, "REIT Shares" includes shares of the Company's Common Shares, par value $.01 per share, issued upon conversion of Preferred Shares or Junior Shares. (o) "Subsidiary" means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company and any limited liability company, the managing member of which is the Company or any subsidiary of the Company. SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER. (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (b) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company's Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will 3 {PAGE} perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation: (i) serving as the Company's consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations, any modifications to which shall be approved by a majority of the independent members of the Board of Directors (such policy guidelines as are in effect on the date hereof, as the same may be modified with such approval, the "Guidelines") and other policies for approval by the Board of Directors; (ii) investigation, analysis and selection of investment opportunities; (iii) with respect to prospective investments by the Company and dispositions of Investments, conducting negotiations with real estate brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held real estate companies; (iv) engaging and supervising, on behalf of the Company and at the Company's expense, independent contractors which provide real estate brokerage, investment banking and leasing services, mortgage brokerage, securities brokerage and other financial services and such other services as may be required relating to the Investments; 262135	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement [Amended and Restated]: Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other equity holders. As used herein, the term "Total Equity" shall mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the inception of the Company, plus (ii) the amount of accumulated depreciation on the real estate assets transferred (as directly or _____________ Newcastle Investment Holdings – book value per REIT Share of the net assets transferred to 14 {PAGE} the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp. and the prices per REIT Share at any subsequent offerings by the Company (adjusted for any prior capital dividends or capital distributions) _____________ dt 144490 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement [Amended and Restated]: NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 23, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). _____________ Newcastle Investment Corp – payable, request that the Manager accept all or a portion of such payment in the form of issued shares of common stock in Newcastle Investment Corp ., which notice shall specify the amount of the payment of the Incentive Compensation, the amount thereof which the Company intends to pay _____________ Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the form of such shares of common stock of Newcastle Investment Corp . in the number of such shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, _____________ Newcastle Investment Corp – answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: (a) If to the Company: Newcastle Investment Corp . c/o Fortress Investment Group LLC 1251 Avenue of the Americas 16th Floor New York, New York 10020 Attention: Mr. Randal A. _____________ NEWCASTLE INVESTMENT CORP – the context requires. 25 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEWCASTLE INVESTMENT CORP ., a Maryland corporation By: /s/ Randal A. Nardone -------------------------------------- Name: Randal A. Nardone Its: Secretary MANAGER: FORTRESS INVESTMENT GROUP LLC, a Delaware limited _____________ dt 144547 ;	Fortress Investment Group LLC
Preview Full Doc	2003	Management and Advisory Agreement [Amended and Restated] Management and Advisory Agreement [Amended and Restated] (62K) Doc #262156: Click preview link for longer preview. AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of March 4, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). W I T N E S S E T H : WHEREAS, the Company and the Manager entered into that certain Management and Advisory Agreement, dated as of June 6, 2002 (the "Original Management Agreement"); and WHEREAS, the Company and the Manager desire to amend and restate the Original Management Agreement in its entirety on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: I. The Original Management Agreement is hereby modified so that all of the terms and conditions of the aforesaid Original Management Agreement shall be restated in their entirety as set forth herein. II. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall be deemed to be effective as of the date hereof. III. Any reference in any other document executed in connection with the Original Management Agreement or this Agreement to the Original Management Agreement shall be deemed to refer to this Agreement. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: {PAGE} SECTION 1. DEFINITIONS. The following terms have the meanings assigned them: (a) "Agreement" means this Management and Advisory Agreement, as amended from time to time. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Share" means a share of capital stock of the Company now or hereafter authorized as common voting stock of the Company. (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (f) "Funds from Operations" is as defined by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. (g) "Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company. (h) "Independent Directors" means the members of the Board of Directors who are not officers or employees of the Manager. (i) "Investments" means the investments of the Company. (j) "Junior Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares. 262156	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement [Amended and Restated]: Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other equity holders. As used herein, the term "Total Equity" shall mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the inception of the Company, plus (ii) the amount of accumulated depreciation on the real estate assets transferred (as directly or _____________ Newcastle Investment Holdings – of the book value per REIT Share of the net assets transferred to the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp. and the prices per REIT Share at any subsequent offerings by the Company (adjusted for any prior capital dividends or capital _____________ dt 144503 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement [Amended and Restated]: NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of March 4, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). _____________ Newcastle Investment Corp – payable, request that the Manager accept all or a portion of such payment in the form of issued shares of common stock in Newcastle Investment Corp ., which notice shall specify the amount of the payment of the Incentive Compensation, the amount thereof which the Company intends to pay _____________ Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the form of such shares of common stock of Newcastle Investment Corp . in the number of such shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, _____________ Newcastle Investment Corp – answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: (a) If to the Company: Newcastle Investment Corp . c/o Fortress Investment Group LLC 1251 Avenue of the Americas 16th Floor New York, New York 10020 Attention: Mr. Randal A. _____________ NEWCASTLE INVESTMENT CORP – the context requires. 24 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEWCASTLE INVESTMENT CORP ., a Maryland corporation By:/s/ Randal A. Nardone ---------------------- Name: Randal A. Nardone Its: Secretary MANAGER: FORTRESS INVESTMENT GROUP LLC, a Delaware limited _____________ dt 144568
Preview Full Doc	2002	Management and Advisory Agreement Management and Advisory Agreement (62K) Doc #262162: Click preview link for longer preview. MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 6, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). W I T N E S S E T H : WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of or available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth, on behalf of the Company, as provided in this Agreement; and WHEREAS, the Manager is willing to undertake to render such services on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: SECTION 1. DEFINITIONS. The following terms have the meanings assigned them: (a) "Agreement" means this Management and Advisory Agreement, as amended from time to time. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Share" means a share of capital stock of the Company now or hereafter authorized as common voting stock of the Company. (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended. {PAGE} (f) "Funds from Operations" is as defined by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. (g) "Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company. (h) "Independent Directors" means the members of the Board of Directors who are not officers or employees of the Manager. (i) "Investments" means the investments of the Company. (j) "Junior Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares. (k) "Preferred Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares. (l) "Prospectus" means the prospectus of the Company relating to the Company's initial public offering of common stock. (m) "Real Estate Securities" and "credit sensitive real estate-related securities" have the respective meanings ascribed to such terms in the Prospectus. (n) "REIT Share" means a share of the Company's Common Shares, par value $.01 per share. Where relevant in this Agreement, "REIT Shares" includes shares of the Company's Common Shares, par value $.01 per share, issued upon conversion of Preferred Shares or Junior Shares. 262162	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement: Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other equity holders. As used herein, the term "Total Equity" shall mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the inception of the Company, plus (ii) the amount of accumulated depreciation on the real estate assets transferred (as directly or _____________ Newcastle Investment Holdings – of the book value per REIT Share of the net assets transferred to the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp. and the prices per REIT Share at any subsequent offerings by the Company (adjusted for any prior capital dividends or capital distributions) _____________ dt 144506 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement: NEWCASTLE INVESTMENT CORP – 10.1 MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 6, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). _____________ Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the form of such shares of common stock of Newcastle Investment Corp . in the number of such shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, _____________ Newcastle Investment Corp – answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: (a) If to the Company: Newcastle Investment Corp . c/o Fortress Investment Group LLC 1251 Avenue of the Americas 16th Floor New York, New York 10020 Attention: Mr. Randal A. _____________ NEWCASTLE INVESTMENT CORP – the context requires. 24 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEWCASTLE INVESTMENT CORP ., a Maryland corporation By: /s/ Randal A. Nardone -------------------------------- Name: Randal A. Nardone Its: Secretary MANAGER: FORTRESS INVESTMENT GROUP LLC, a Delaware limited _____________ dt 144574
Preview Full Doc	2002	Management and Advisory Agreement Management and Advisory Agreement (62K) Doc #262172: Click preview link for longer preview. MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of _______ __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). W I T N E S S E T H : WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of or available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth, on behalf of the Company, as provided in this Agreement; and WHEREAS, the Manager is willing to undertake to render such services on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: SECTION 1. DEFINITIONS. The following terms have the meanings assigned them: (a) "Agreement" means this Management and Advisory Agreement, as amended from time to time. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Share" means a share of capital stock of the Company now or hereafter authorized as common voting stock of the Company. (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended. {PAGE} (f) "Funds from Operations" is as defined by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. (g) "Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company. (h) "Independent Directors" means the members of the Board of Directors who are not officers or employees of the Manager. (i) "Investments" means the investments of the Company. (j) "Junior Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares. (k) "Preferred Share" means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares. (l) "Prospectus" means the prospectus of the Company relating to the Company's initial public offering of common stock. (m) "Real Estate Securities" and "credit sensitive real estate-related securities" have the respective meanings ascribed to such terms in the Prospectus. (n) "REIT Share" means a share of the Company's Common Shares, par value $.01 per share. Where relevant in this Agreement, "REIT Shares" includes shares of the Company's Common Shares, par value $.01 per share, issued upon conversion of Preferred Shares or Junior Shares. 262172	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement: Newcastle Investment Holdings – Subsidiary to its stockholders, partners or other equity holders. As used herein, the term "Total Equity" shall mean (i) the equity transferred from Newcastle Investment Holdings Corp. at the inception of the Company, plus (ii) the amount of accumulated depreciation on the real estate assets transferred (as directly or _____________ Newcastle Investment Holdings – of the book value per REIT Share of the net assets transferred to the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp. and the prices per REIT Share at any subsequent offerings by the Company (adjusted for any prior capital dividends or capital distributions) _____________ dt 144513 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement: NEWCASTLE INVESTMENT CORP – 10.1 MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of _______ __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). _____________ Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the form of such shares of common stock of Newcastle Investment Corp . in the number of such shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, _____________ Newcastle Investment Corp – answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: (a) If to the Company: Newcastle Investment Corp . c/o Fortress Investment Group LLC 1251 Avenue of the Americas 16th Floor New York, New York 10020 Attention: Mr. Randal A. _____________ NEWCASTLE INVESTMENT CORP – the context requires. 24 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEWCASTLE INVESTMENT CORP ., a Maryland corporation By:_________________________________________ Name: Randal A. Nardone Its: Secretary MANAGER: FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company By: _____________ dt 144584
Preview Full Doc	2002	Management and Advisory Agreement [Amended and Restated] Management and Advisory Agreement [Amended and Restated] (62K) Doc #262205: Click preview link for longer preview. AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of January __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a Maryland corporation formerly known as Fortress Investment Corp. (the "Company"), FORTRESS PARTNERS, L.P., a Delaware limited partnership ("Fortress Partners") and FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (together with its permitted assignees, the "Manager"). W I T N E S S E T H : WHEREAS, the Company, Fortress Partners, and the Manager entered into that certain Management and Advisory Agreement, dated as of June 10, 1998, and that certain First Amendment to Management and Advisory Agreement, dated as of November 23, 1999 (collectively, the "Original Management Agreement"); and WHEREAS, the Company, Fortress Partners and the Manager desire to amend and restate the Original Management Agreement in its entirety on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: I. The Original Management Agreement is hereby modified so that all of the terms and conditions of the aforesaid Original Management Agreement shall be restated in their entirety as set forth herein. II. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall be deemed to be effective as of the date hereof. III. Any reference in any other document executed in connection with the Original Management Agreement or this Agreement to the Original Management Agreement shall be deemed to refer to this Agreement. {PAGE} SECTION 1. DEFINITIONS. The following terms have the meanings assigned them: (1) "Agreement" means this Management and Advisory Agreement, as amended from time to time. (2) "Board of Directors" means the Board of Directors of the Company. (3) "Code" means the Internal Revenue Code of 1986, as amended. (4) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (5) "Fund" means Fortress Investment Fund LLC, a real estate private equity fund sponsored by the Company and formed as a Delaware limited liability company in November 1999. (6) "Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company. (7) "Independent Directors" means the members of the Board of Directors who are not officers or employees of the Manager. (8) "Investments" means the investments of the Company. (9) "Partnership Agreement" means the Agreement of Limited Partnership of the Fortress Partners, dated as of June 10, 1998, as amended from time to time. (10) "Prospectus" means the prospectus of the Company relating to the Company's initial public offering of common stock. (11) "real estate securities" and "credit sensitive real estate-related securities" have the respective meanings ascribed to such terms in the Prospectus. 2 {PAGE} (12) "Special Limited Partner" has the meaning ascribed thereto in the Partnership Agreement. (13) "Subsidiary" means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company and any limited liability company, the managing member of which is the Company or any subsidiary of the Company. SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER. (14) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (15) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company's Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation: (1) serving as the Company's consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations, any modifications to which shall be approved by a majority of the independent members of the Board of Directors (such policy guidelines as are in effect on the date hereof, as the same may be modified with such approval, the "Guidelines") and other policies for approval by the Board of Directors; (2) investigation, analysis and selection of investment opportunities; 3 {PAGE} (3) with respect to prospective investments by the Company and dispositions of Investments, conducting negotiations with real estate brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held real estate companies; (4) engaging and supervising, on behalf of the Company and at the Company's expense, independent contractors which provide real estate brokerage, investment banking and leasing services, mortgage brokerage, securities brokerage and other financial services and such other services as may be required relating to the Investments; (5) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments; (6) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners; (7) coordinating and supervising, on behalf of the Company and at the Company's expense, all property managers, leasing agents and developers for the administration, leasing, management and/or development of any of the Investments; (8) providing executive and administrative personnel, office space and office services required in rendering services to the Company; (9) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the 262205	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Management and Advisory Agreement [Amended and Restated]: NEWCASTLE INVESTMENT CORP – AND ADVISORY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of January __, 2002 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP ., a Maryland corporation formerly known as Fortress Investment Corp. (the "Company"), FORTRESS PARTNERS, L.P., a Delaware limited partnership ("Fortress Partners") and _____________ Newcastle Investment Corp – that the Special Limited Partner accept all or a portion of such payment in the form of issued shares of common stock in Newcastle Investment Corp ., which notice shall specify the amount of the payment of the Preferred Incentive Return, the amount thereof which the Company intends to _____________ Newcastle Investment Corp – cash, if any, and the amount thereof which the Company intends to pay in the form of such shares of common stock of Newcastle Investment Corp . in the number of such shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, _____________ Newcastle Investment Corp – answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: (a) If to the Company: Newcastle Investment Corp . c/o Fortress Investment Group LLC 1301 Avenue of the Americas 42nd Floor New York, New York 10019 Attention: Mr. Randal A. _____________ NEWCASTLE INVESTMENT CORP – the context requires. 24 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NEWCASTLE INVESTMENT CORP ., a Maryland corporation, formerly known as Fortress Investment Corp. By:_____________________________ Name: Randal A. Nardone Its: Secretary FORTRESS PARTNERS: FORTRESS PARTNERS, L. _____________ dt 144615 ; Fortress Investment Corp.;	Fortress Partners, L.P.; Fortress Investment Group LLC
Preview Full Doc	2003	Newcastle Announces Second Quarter Results Newcastle Announces Second Quarter Results (25K) Doc #262126: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}s729032q.txt {DESCRIPTION}EXH. 99.1 {TEXT} NEWCASTLE INVESTMENT CORP. Contact: FOR IMMEDIATE RELEASE Lilly H. Donohue Director of Investor Relations 212-798-6118 NEWCASTLE ANNOUNCES SECOND QUARTER RESULTS Highlights - FFO of $12.6 million, or $0.53 per diluted common share for the second quarter 2003 as compared to $11.6 million or $0.49 per diluted common share for the first quarter 2003, representing a 9% increase on a per share basis. - Income available for common stockholders of $11.9 million, or $0.50 per diluted common share for the second quarter 2003, as compared to $10.9 million or $0.46 per diluted common share for the first quarter 2003, representing a 9% increase on a per share basis. - FFO return on average invested common equity was 17.6% for the three months ended June 30, 2003. - Increased quarterly dividend to $0.50 per share of common stock for the second quarter 2003 from $0.45 per share of common stock for the first quarter 2003. - Issued 4.6 million shares of common stock at $20.35 per share in July 2003. New York, NY. July 29, 2003 - Newcastle Investment Corp. (NYSE: NCT) reported that for the quarter ended June 30, 2003, Funds from Operations ("FFO") were $12.6 million, or $0.54 per basic common share and $0.53 per diluted common share. We generated a FFO return on average invested common equity of 17.6% for the second quarter 2003 and 16.8% for the six months ended June 30, 2003. For the three months ended June 30, 2003, income available for common stockholders was $11.9 million or $0.51 per basic common share and $0.50 per diluted common share. For the quarter ended June 30, 2003, Newcastle declared a dividend of $0.50 per share of common stock. Our GAAP common equity book value was $310.8 million at June 30, 2003 and increased from $287.4 million at March 31, 2003, primarily the result of a net unrealized gain of $23.2 million. Total assets of $2.3 billion at June 30, 2003 increased from $2.1 billion at March 31, 2003. For a reconciliation and discussion of GAAP net income to FFO and GAAP book equity to invested common equity, please refer to the tables following the presentation of GAAP results. Selected Financial Data (In Thousands) {TABLE} {CAPTION} Three Months Ended Six Months Ended June 30, 2003 June 30, 2003 ------------------ ---------------- Operating Data (Unaudited): {S} {C} {C} Funds from operations $ 12,649 $ 24,253 Income available for common stockholders $ 11,893 $ 22,793 As of June 30, 2003 As of (Unaudited) December 31, 2002 ------------- ----------------- Balance Sheet Data: Real estate securities $ 1,633,675 $ 1,069,892 Total assets $ 2,328,641 $ 1,572,567 CBO bond obligations $ 1,337,169 $ 868,497 Common stockholders' equity $ 310,755 $ 284,241 Preferred stock $62,500 - Supplemental Real Estate Securities Data as of June 30, 2003 (Unaudited): Weighted average asset yield 7.15% Weighted average liability cost 5.04% Weighted average net spread 2.11% Weighted average credit rating BBB- Weighted average asset credit spread 3.07% Percentage investment grade 75% Number of securities 216 {/TABLE} CAPITAL MARKETS ACTIVITY In May 2003, approximately 16.5 million shares of our common stock (approximately 70% of our outstanding shares at the time of distribution) held by Newcastle Investment Holdings Corp. ("Holdings"), the predecessor of Newcastle, were distributed to the stockholders of Holdings. Upon distribution, all of the shares, other than approximately 2.8 million shares owned by affiliates of Fortress Investment Group LLC, our manager, were freely tradable on the New York Stock Exchange. Wesley R. Edens, Chairman and Chief Executive Officer, commented that "We are pleased that the distribution went well. As a result of the greatly increased number of shares that are freely tradable, the liquidity in our stock increased markedly. In the past 11 weeks following the distribution, our average daily trading volume increased 4.5 times. As the company continues to grow, we expect that this will only increase." In July 2003, Newcastle completed an underwritten public offering of 4.6 262126	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Newcastle Announces Second Quarter Results: Newcastle Investment Holdings – 2003, approximately 16.5 million shares of our common stock (approximately 70% of our outstanding shares at the time of distribution) held by Newcastle Investment Holdings Corp. ("Holdings"), the predecessor of Newcastle, were distributed to the stockholders of Holdings. Upon distribution, all of the shares, other than approximately 2. _____________ dt 144485 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Newcastle Announces Second Quarter Results: NEWCASTLE INVESTMENT CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}s729032q.txt {DESCRIPTION}EXH. 99.1 {TEXT} NEWCASTLE INVESTMENT CORP . Contact: FOR IMMEDIATE RELEASE Lilly H. Donohue Director of Investor Relations 212-798-6118 NEWCASTLE ANNOUNCES SECOND QUARTER RESULTS Highlights - FFO of $ _____________ Newcastle Investment Corp – 2003. - Issued 4.6 million shares of common stock at $20.35 per share in July 2003. New York, NY. July 29, 2003 - Newcastle Investment Corp . (NYSE: NCT) reported that for the quarter ended June 30, 2003, Funds from Operations ("FFO") were $12.6 million, or $0.54 _____________ Newcastle Investment Corp – by dialing (800) 475-6701; please reference access code "693460." International callers should dial (320) 365-3844 to access the replay. About Newcastle Newcastle Investment Corp . invests in real estate securities and other real estate-related assets. Newcastle is organized and conducts its operations to qualify as a _____________ Newcastle Investment Corp – organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes. For more information on Newcastle Investment Corp . and to be added to our email distribution list, please visit www.newcastleinv.com. {TABLE} {CAPTION} Newcastle Investment Corp. Consolidated Statement of _____________ Newcastle Investment Corp – For more information on Newcastle Investment Corp. and to be added to our email distribution list, please visit www.newcastleinv.com. {TABLE} {CAPTION} Newcastle Investment Corp . Consolidated Statement of Operations (In Thousands, Except Per Share Amounts) (Unaudited) Three Months Ended Six Months Ended Revenue: June 30, 2003 June _____________ dt 144538
Preview Full Doc	2000	For Immediate Release For Immediate Release (1K) Doc #262224: Click preview link for longer preview. F O R T R E S S Investment Group . . . 262224	Newcastle Newcastle Investment Holdings Corp. ( Real Estate )
Preview Full Doc	2002	Nonqualified Stock Option Agreement Nonqualified Stock Option Agreement (10K) Doc #262195: Click preview link for longer preview. NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP., a Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate of the Manager of the Company (the "Optionee"). Pursuant to the Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the terms and conditions set forth herein (and subject to the terms and provisions of the Plan), a nonqualified stock option (an "Option") to purchase shares of the Company's common stock. It is intended that the Option constitute a "nonqualified stock option" and not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). This grant is subject to and conditioned upon the Optionee's agreement to waive its right to the grant of an option upon the additional issuance of equity interests in the Company pursuant to that certain offering memorandum filed as of February 2002 (the "IPO") as provided for under section 5.5(b) of the Plan, and, the Manager hereby waives such right. Any capitalized terms not defined herein shall have the meaning set forth in the Plan. TERMS AND CONDITIONS OF THE OPTION 1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the Optionee to purchase [that number of shares of Newcastle stock equal to 10% of the shares being sold in the IPO] shares (the "Option Shares") at a per share exercise price of [the initial offering price of the shares sold in the IPO] (the "Option Price") of the Company's common stock, par value $.01 per share (the "Common Stock"), subject to adjustment as set forth in the Plan. 2. PERIOD OF OPTION. This Agreement and the terms of the Option hereunder shall commence on the date hereof (the "Date of Grant") and, unless previously terminated pursuant to this Agreement, the Option shall terminate upon the expiration of ten (10) years from {PAGE} such Date of Grant. Upon the termination of the Option all rights of the Optionee hereunder, with respect to the Option, shall cease. 3. CONDITIONS OF EXERCISE. Subject to the provisions of the Plan and this Agreement, the Option shall be fully vested at all times and shall become exercisable as to 1/30th of the shares of Common Stock subject to the Option on the first calendar day of each of the 30 months following the Date of Grant. 4. EXERCISE OF OPTION. The Option shall be exercised in the following manner: the Optionee (or any subsequent party or parties having the right to exercise the Option), shall deliver to the Company written notice specifying the number of Option Shares to be purchased, together with either (a) cash in an amount equal to the Option Price, (b) the number of shares of Common Stock having a Fair Market Value (as of the date of exercise) equal to the Option Price, or (c) any combination of cash or shares of Common Stock, the sum of which equals the Option Price, and the Option Shares purchased shall there upon be promptly delivered. In addition, the Optionee (or such other party) shall be entitled to exercise the Option in any other manner permitted under the Plan and approved by the Committee. The Optionee will not be deemed to be a holder of any Option Shares until the date of the issuance of a stock certificate to it for such shares and until such shares are paid for in full. 5. DISPOSITION OF OPTION SHARES. Subject to the terms of this Agreement and the Plan, the Option and the Common Stock acquired in connection with the exercise of the Option shall be freely transferable by the Optionee, to the extent not prohibited by applicable laws. 6. CHANGE IN CONTROL PROVISIONS. Notwithstanding anything herein to the contrary, the Option and any Tandem Awards granted prior to a Change in Control shall become immediately and fully vested and exercisable upon a Change in Control in accordance with the provisions of the Plan. For purposes of this award, a Change in Control shall be deemed to have occurred upon the occurrence of one or more of the events set forth in the Plan, as amended and restated effective January 1, 2002, or if Wesley R. Edens ceases to be a member of the Board of Directors of the Company. 2 {PAGE} 7. NOTICES. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Optionee either at his address set forth below or such other address as he or she may designate in writing to the Company, or to the Company: 1301 Avenue of the Americas, 42nd Floor, New York, New York 10019, Attention: Randal A. Nardone (or his designee), at the Company's address or such other address as the Company may designate in writing to the Optionee. 8. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 9. GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the State of Maryland without regard to its principles of conflict of laws. 10. INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part hereof, and the Options and this Agreement are subject to all of the terms and conditions of the Plan. 11. AMENDMENTS. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto. 12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any successor in interest shall have rights as a stockholder of the Company with respect to any of the Option Shares until the date of issuance of a stock certificate for such Option Shares. 13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan, the granting of any Option, this Option Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Optionee has a right to continue its service to the Company for any period of time at any specific rate of compensation. 3 {PAGE} 14. AUTHORITY OF THE COMMITTEE. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive. Signatures on Following Page 4 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement on this __ day of _____ , 20__. NEWCASTLE INVESTMENT CORP. By: ___________________________ Its:____________________________ The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement and to all the terms and pro visions of the Plan herein incorporated by reference. FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC By: ________________________________ Its: ________________________________ 5 {PAGE} NEWCASTLE INVESTMENT CORP. STOCK OPTION AGREEMENT NOTICE OF EXERCISE ______, 20 __ Newcastle Investment Corp. 1301 Avenue of the Americas 42nd Floor New York, New York 10019 Attention: Randal A. Nardone Gentlemen: On _____ __, 2002, Fortress Principal Investment Holdings LLC, an 262195	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Nonqualified Stock Option Agreement: NEWCASTLE INVESTMENT CORP – 10.7 NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is entered into this day of , 2002, by and between NEWCASTLE INVESTMENT CORP ., a Maryland corporation (the "Company"), and FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate of the Manager _____________ Newcastle Investment Corp – PRINCIPAL INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate of the Manager of the Company (the "Optionee"). Pursuant to the Newcastle Investment Corp . Nonqualified Stock Option and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the terms and conditions set forth herein ( _____________ NEWCASTLE INVESTMENT CORP – conclusive. Signatures on Following Page 4 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement on this __ day of _____ , 20__. NEWCASTLE INVESTMENT CORP . By: ___________________________ Its:____________________________ The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement and to _____________ NEWCASTLE INVESTMENT CORP – the terms and pro visions of the Plan herein incorporated by reference. FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC By: ________________________________ Its: ________________________________ 5 {PAGE} NEWCASTLE INVESTMENT CORP . STOCK OPTION AGREEMENT NOTICE OF EXERCISE ______, 20 __ Newcastle Investment Corp. 1301 Avenue of the Americas 42nd Floor New York, New _____________ Newcastle Investment Corp – FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC By: ________________________________ Its: ________________________________ 5 {PAGE} NEWCASTLE INVESTMENT CORP. STOCK OPTION AGREEMENT NOTICE OF EXERCISE ______, 20 __ Newcastle Investment Corp . 1301 Avenue of the Americas 42nd Floor New York, New York 10019 Attention: Randal A. Nardone Gentlemen: On _____ __, 2002, Fortress _____________ dt 144605
Preview Full Doc	2002	Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002] Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002] (52K) Doc #262207: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN ADOPTED JUNE 4, 1998 AMENDED AND RESTATED AS OF JANUARY 1, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} SECTION 1: PURPOSE OF PLAN; DEFINITIONS.............................................................. 1 1.1 PURPOSE................................................................. 1 1.2 DEFINITIONS............................................................. 1 SECTION 2: ADMINISTRATION............................................................................ 5 2.1 ADMINISTRATION.......................................................... 5 2.2 DUTIES AND POWERS OF COMMITTEE.......................................... 5 2.3 MAJORITY RULE........................................................... 6 2.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS........................................................... 6 SECTION 3: STOCK SUBJECT TO PLAN..................................................................... 7 3.1 NUMBER OF AND SOURCE OF SHARES.......................................... 7 3.2 UNREALIZED AND TANDEM AWARDS............................................ 7 3.3 ADJUSTMENT OF AWARDS.................................................... 8 SECTION 4: ELIGIBILITY............................................................................... 8 SECTION 5: AWARDS.................................................................................... 9 5.1 STOCK OPTIONS........................................................... 9 5.2 STOCK APPRECIATION RIGHTS............................................... 9 5.3 RESTRICTED STOCK........................................................ 10 5.4 PERFORMANCE AWARDS...................................................... 11 5.5 MANAGER AWARDS AND TANDEM AWARDS........................................ 11 5.6 INDEPENDENT DIRECTOR STOCK OPTIONS...................................... 13 5.7 OTHER AWARDS............................................................ 15 {/TABLE} i {PAGE} {TABLE} {S} {C} SECTION 6: AWARD AGREEMENTS.......................................................................... 15 6.1 TERMS OF AWARD AGREEMENTS............................................... 15 6.2 REPLACEMENT, SUBSTITUTION, AND RELOADING................................ 17 6.3 SURRENDER OF OPTIONS.................................................... 17 SECTION 7: LOANS..................................................................................... 18 SECTION 8: AMENDMENT AND TERMINATION................................................................. 19 SECTION 9: UNFUNDED STATUS OF PLAN................................................................... 19 SECTION 10: GENERAL PROVISIONS........................................................................ 19 10.1 CERTIFICATE LEGENDS..................................................... 19 10.2 TRANSFER RESTRICTIONS................................................... 19 10.3 COMPANY ACTIONS; NO RIGHT TO EMPLOYMENT.................................................. 20 10.4 PAYMENT OF TAXES........................................................ 20 SECTION 11: EFFECTIVE DATE OF PLAN.................................................................... 21 SECTION 12: TERM OF PLAN.............................................................................. 20 {/TABLE} ii {PAGE} NEWCASTLE INVESTMENT CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Plan is (a) to reinforce the long-term commitment to the Company's success of those Independent Directors, officers, employees, advisors, consultants and other personnel who are or will be responsible for such success; to facilitate the ownership of the Company's stock by such individuals, thereby reinforcing the identity of their interests with those of the Company's stockholders; to assist the Company in attracting and retaining individuals with experience and ability, (b) to compensate the Manager for its successful efforts in raising capital for the Company and to provide performance-based compensation in order to provide incentive to the Manager to enhance the value of the Company's Stock and (c) to benefit the Company's stockholders by encouraging high levels of performance by individuals whose performance is a key element in achieving the Company's continued success. 1.2 Definitions. For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Award" or "Awards" means an award described in Section 5 hereof. (b) "Award Agreement" means an agreement described in Section 6 hereof entered into between the Company and a Participant, setting forth the terms, conditions and any limitations applicable to the Award granted to the Participant. (c) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act. (d) "Board" means the Board of Directors of the Company. 1 {PAGE} (e) "Change in Control" of the Company shall be deemed to have occurred if an event set forth in any one of the following paragraphs (i)-(iii) shall have occurred unless prior to the occurrence of such event, the Board determines that such event shall not constitute a Change in Control: (i) any Person is or becomes Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (x) of paragraph (iii) below, and (B) any Person who becomes such a Beneficial Owner through the issuance of such securities with respect to purchases made directly from the Company; or (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company; or (iii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the assets of the Company. 2 {PAGE} (f) "Closing Date" means June 10, 1998, the closing date of the offering of shares of common stock of the Company pursuant to the "Offering," as described in the Offering Memorandum. (g) "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. (h) "Commission" means Securities and Exchange Commission. (i) "Committee" means a committee established by the Board to administer the Plan and shall include no less than two (2) "non-employee directors", as defined in Rule 16b-3, and such other individuals as the Board shall designate. The composition of the commit tee shall fulfill any applicable requirements of Rule 16b-3 as promulgated by the Commission under the Exchange Act, and as such Rule may be amended from time to time, or any successor definition adopted by the Commission. If at any time the Committee shall not administer the Plan, then the functions of the Committee specified in the Plan shall be exercised by the Board. (j) "Company" means Newcastle Investment Corp., a Maryland corporation. (k) "Effective Date" means the date provided pursuant to Section 11. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (m) "Fair Market Value" means, as of any given date, (A) the closing price of a share of the Company's Stock on the principal exchange on which shares of the Company's Stock are then trading, if any, on the trading day previous to such date, or, if stock was not traded on the trading 262207	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Nonqualified Stock Option and Incentive Award Plan [Amended and Restated 2002]: NEWCASTLE INVESTMENT CORP – TYPE}EX-10.5 {SEQUENCE}9 {FILENAME}y54018a2ex10-5.txt {DESCRIPTION}NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN {TEXT} {PAGE} Exhibit 10.5 NEWCASTLE INVESTMENT CORP . NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN ADOPTED JUNE 4, 1998 AMENDED AND RESTATED AS OF JANUARY 1, 2002 {PAGE} TABLE OF _____________ NEWCASTLE INVESTMENT CORP – 20 10.4 PAYMENT OF TAXES........................................................ 20 SECTION 11: EFFECTIVE DATE OF PLAN.................................................................... 21 SECTION 12: TERM OF PLAN.............................................................................. 20 {/TABLE} ii {PAGE} NEWCASTLE INVESTMENT CORP . NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Plan is ( _____________ Newcastle Investment Corp – not administer the Plan, then the functions of the Committee specified in the Plan shall be exercised by the Board. (j) "Company" means Newcastle Investment Corp ., a Maryland corporation. (k) "Effective Date" means the date provided pursuant to Section 11. (l) "Exchange Act" means the Securities Exchange Act _____________ Newcastle Investment Corp – the Company, selected by the Committee, pursuant to the Committee's authority in Section 2 below, to receive Awards. (w) "Plan" means this Newcastle Investment Corp . Nonqualified Stock Option and Incentive Award Plan. (x) "Stock" means the Common Stock, par value $.01 per share, of the Company. (y) " _____________ dt 144616
Preview Full Doc	2003	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (108K) Doc #262147: Click preview link for longer preview. [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com March 11, 2003 Newcastle Investment Corp. 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Series B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-103598) filed with the Securities and Exchange Commission (the "Commission"), as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Newcastle in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities in which they hold, or have held, a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officers' Certificates, the Registration Statement, or in any other document. In particular, we note that the Company has engaged in, and may engage in, transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the {PAGE} Newcastle Investment Corp. March 11, 2003 Page 2 information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer's Certificates may affect our conclusions set forth herein. We have, at your request, also relied upon: (i) the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"), (ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection with issuance of certain notes by Fortress CBO Investments I, Limited and Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated November 17, 1999, in connection with the issuance of certain certificates by Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated May 27, 1999, in connection with the issuance of certain certificates by Government Lease Trust, (v) the opinion of Sidley Austin Brown & Wood, dated December 31, 2001, in connection with the issuance of certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of Thacher Proffitt & Wood, dated July 12, 2002, in connection with the issuance of certain bonds by Impac CMB Trust 1998-C1, each of which opinions is included as an exhibit to the Registration Statement. In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts. Our opinion is also based on the correctness of the following assumptions: (i) Newcastle will file an election to be taxed as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code") with its 2002 tax return, (ii) Newcastle and each of the entities comprising the Company has been and will continue to be operated in accordance with the laws of the jurisdiction in which it was formed and in the manner described in the relevant organizational documents, (iii) there will be no changes in the applicable laws of the State of Maryland or of any other state under the laws of which any of the entities comprising the Company have been formed, and (iv) each of the written agreements to which the Company is a party will be implemented, construed and enforced in accordance with its terms. In rendering our opinion, we have considered and relied upon the Code, the regulations promulgated thereunder ("Regulations"), administrative rulings and other {PAGE} Newcastle Investment Corp. March 11, 2003 Page 3 interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsel's best judgment as to the outcome on the merits with respect 262147	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Holdings – you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities in _____________ dt 144497 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: ABN AMRO Bank N.V. – S. LaSalle Street, Suite 1625 c/o Fortress Investment Group Chicago, Illinois 60603 1301 Avenue of the Americas New York, New York 10019 ABN AMRO Bank N.V. 135 S. LaSalle Street Fortress IOFP, L.L.C. Chicago, Illinois 60603 c/o Fortress Investment Group 1301 Avenue of the Americas _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 2 (ii) the creation of a common law trust (the "Trust") and the issuance _____________ ABN AMRO Bank N.V., – Trust Agreement"), between the Depositor, as depositor, Midland Loan Services, Inc., as servicer (the "Servicer"), LaSalle Bank National Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal agent; (iii) the transfer of the Mortgage Loan by the Depositor to the Trust, pursuant to the Trust Agreement, in _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 3 For purposes of this opinion letter, we have reviewed the Agreements, the Private _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 4 3. Fortress IOFP has been duly organized and is validly existing as a _____________ dt 141040 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Bear, Stearns & Co. – for any purpose, without our prior written consent. Very truly yours, /s/ Brown & Wood LLP 2 {PAGE} [Sidley & Austin Letterhead] May 27, 1999 Bear, Stearns & Co. Inc. MBIA Insurance Corporation 245 Park Avenue 113 King Street New York, New York 10167 Armonk, New York 10504 Fortress Investment Corp. _____________ Bear, Stearns & Co. – dated as of July 31, 1998, between Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent") and the Borrowers named therein; {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification Agreement"); {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – Insurance Corporation State Street Bank and Trust Company May 27, 1999 Page 3 (viii) the sale by the Depositor, and the purchase by Bear, Stearns & Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement, dated as of May 27, 1999, between the Depositor, Fortress Investment and _____________ Bear, Stearns & Co. – Holdings and each Borrower has been duly organized and is validly existing in good standing under the laws of its state of {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ dt 142442 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: McGraw-Hill Companies, Inc – Church Street New York, New York 10119 New York, New York 10007 Standard & Poor's, a division of the Bear, Stearns & Co. Inc. McGraw-Hill Companies, Inc . Bear Stearns International Limited 55 Water Street, 40th Floor 245 Park Avenue New York, New York 10041 New York, New York 10167 _____________ dt 311664 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Corp – LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com March 11, 2003 Newcastle Investment Corp . 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our _____________ Newcastle Investment Corp – Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Series B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B _____________ Newcastle Investment Corp – and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the {PAGE} Newcastle Investment Corp . March 11, 2003 Page 2 information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately _____________ Newcastle Investment Corp – terms. In rendering our opinion, we have considered and relied upon the Code, the regulations promulgated thereunder ("Regulations"), administrative rulings and other {PAGE} Newcastle Investment Corp . March 11, 2003 Page 3 interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all _____________ Newcastle Investment Corp – an investor will depend upon that holder's particular situation, and we express no opinion as to the completeness of the discussion {PAGE} Newcastle Investment Corp . March 11, 2003 Page 4 set forth in "Federal Income Tax Considerations" as applied to any particular holder. We express no opinion _____________ dt 144559 ; More...
Preview Full Doc	2003	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (108K) Doc #262155: Click preview link for longer preview. [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com March 11, 2003 Newcastle Investment Corp. 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Series B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-103598) filed with the Securities and Exchange Commission (the "Commission"), as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Newcastle in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities in which they hold, or have held, a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officers' Certificates, the Registration Statement, or in any other document. In particular, we note that the Company has engaged in, and may engage in, transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the {PAGE} Newcastle Investment Corp. March 11, 2003 Page 2 information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer's Certificates may affect our conclusions set forth herein. We have, at your request, also relied upon: (i) the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"), (ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection with issuance of certain notes by Fortress CBO Investments I, Limited and Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated November 17, 1999, in connection with the issuance of certain certificates by Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated May 27, 1999, in connection with the issuance of certain certificates by Government Lease Trust, (v) the opinion of Sidley Austin Brown & Wood, dated December 31, 2001, in connection with the issuance of certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of Thacher Proffitt & Wood, dated July 12, 2002, in connection with the issuance of certain bonds by Impac CMB Trust 1998-C1, each of which opinions is included as an exhibit to the Registration Statement. In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts. Our opinion is also based on the correctness of the following assumptions: (i) Newcastle will file an election to be taxed as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code") with its 2002 tax return, (ii) Newcastle and each of the entities comprising the Company has been and will continue to be operated in accordance with the laws of the jurisdiction in which it was formed and in the manner described in the relevant organizational documents, (iii) there will be no changes in the applicable laws of the State of Maryland or of any other state under the laws of which any of the entities comprising the Company have been formed, and (iv) each of the written agreements to which the Company is a party will be implemented, construed and enforced in accordance with its terms. In rendering our opinion, we have considered and relied upon the Code, the regulations promulgated thereunder ("Regulations"), administrative rulings and other {PAGE} Newcastle Investment Corp. March 11, 2003 Page 3 interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsel's best judgment as to the outcome on the merits with respect 262155	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Holdings – you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities in _____________ dt 144502 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: ABN AMRO Bank N.V. – S. LaSalle Street, Suite 1625 c/o Fortress Investment Group Chicago, Illinois 60603 1301 Avenue of the Americas New York, New York 10019 ABN AMRO Bank N.V. 135 S. LaSalle Street Fortress IOFP, L.L.C. Chicago, Illinois 60603 c/o Fortress Investment Group 1301 Avenue of the Americas _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 2 (ii) the creation of a common law trust (the "Trust") and the issuance _____________ ABN AMRO Bank N.V., – Trust Agreement"), between the Depositor, as depositor, Midland Loan Services, Inc., as servicer (the "Servicer"), LaSalle Bank National Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal agent; (iii) the transfer of the Mortgage Loan by the Depositor to the Trust, pursuant to the Trust Agreement, in _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 3 For purposes of this opinion letter, we have reviewed the Agreements, the Private _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 4 3. Fortress IOFP has been duly organized and is validly existing as a _____________ dt 141041 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Bear, Stearns & Co. – for any purpose, without our prior written consent. Very truly yours, /s/ Brown & Wood LLP 2 {PAGE} [Sidley & Austin Letterhead] May 27, 1999 Bear, Stearns & Co. Inc. MBIA Insurance Corporation 245 Park Avenue 113 King Street New York, New York 10167 Armonk, New York 10504 Fortress Investment Corp. _____________ Bear, Stearns & Co. – dated as of July 31, 1998, between Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent") and the Borrowers named therein; {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification Agreement"); {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – Insurance Corporation State Street Bank and Trust Company May 27, 1999 Page 3 (viii) the sale by the Depositor, and the purchase by Bear, Stearns & Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement, dated as of May 27, 1999, between the Depositor, Fortress Investment and _____________ Bear, Stearns & Co. – Holdings and each Borrower has been duly organized and is validly existing in good standing under the laws of its state of {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ dt 142447 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: McGraw-Hill Companies, Inc – Church Street New York, New York 10119 New York, New York 10007 Standard & Poor's, a division of the Bear, Stearns & Co. Inc. McGraw-Hill Companies, Inc . Bear Stearns International Limited 55 Water Street, 40th Floor 245 Park Avenue New York, New York 10041 New York, New York 10167 _____________ dt 311665 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Corp – LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com March 11, 2003 Newcastle Investment Corp . 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our _____________ Newcastle Investment Corp – Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Series B Cumulative Redeemable Preferred Stock, $.01 par value per share (the "Series B _____________ Newcastle Investment Corp – and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the {PAGE} Newcastle Investment Corp . March 11, 2003 Page 2 information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately _____________ Newcastle Investment Corp – terms. In rendering our opinion, we have considered and relied upon the Code, the regulations promulgated thereunder ("Regulations"), administrative rulings and other {PAGE} Newcastle Investment Corp . March 11, 2003 Page 3 interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all _____________ Newcastle Investment Corp – an investor will depend upon that holder's particular situation, and we express no opinion as to the completeness of the discussion {PAGE} Newcastle Investment Corp . March 11, 2003 Page 4 set forth in "Federal Income Tax Considerations" as applied to any particular holder. We express no opinion _____________ dt 144567 ; More...
Preview Full Doc	2002	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (108K) Doc #262166: Click preview link for longer preview. [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com October 7, 2002 Newcastle Investment Corp. 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-90578) filed with the Securities and Exchange Commission (the "Commission"), as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Newcastle in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities in which they hold, or have held, a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officers' Certificates, the Registration Statement, or in any other document. In particular, we note that the Company has engaged in, and may engage in, transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material {PAGE} Newcastle Investment Corp. October 7, 2002 Page 2 facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer's Certificates may affect our conclusions set forth herein. We have, at your request, also relied upon: (i) the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"), (ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection with issuance of certain notes by Fortress CBO Investments I, Limited and Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated November 17, 1999, in connection with the issuance of certain certificates by Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated May 27, 1999, in connection with the issuance of certain certificates by Government Lease Trust, (v) the opinion of Sidley Austin Brown & Wood, dated December 31, 2001, in connection with the issuance of certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, and (vi) the opinion of Thacher Proffitt & Wood, dated July 12, 2002, in connection with the issuance of certain bonds by Impac CMB Trust 1998-C1, each of which opinions is attached hereto. In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts. Our opinion is also based on the correctness of the following assumptions: (i) Newcastle will file an election to be taxed as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code") with its 2002 tax return, (ii) Newcastle and each of the entities comprising the Company has been and will continue to be operated in accordance with the laws of the jurisdiction in which it was formed and in the manner described in the relevant organizational documents, (iii) there will be no changes in the applicable laws of the State of Maryland or of any other state under the laws of which any of the entities comprising the Company have been formed, and (iv) each of the written agreements to which the Company is a party will be implemented, construed and enforced in accordance with its terms. In rendering our opinion, we have considered and relied upon the Code, the regulations promulgated thereunder ("Regulations"), administrative rulings and other interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at {PAGE} Newcastle Investment Corp. October 7, 2002 Page 3 any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsel's best judgment as to the outcome on the merits with respect to such issue, is not binding on the IRS or 262166	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Holdings – you have provided us with, and we are relying upon, certificates containing certain factual representations and covenants of officers of Newcastle and of Newcastle Investment Holdings Corp. ("Holdings") (collectively, the "Officers' Certificates") relating to, among other things, the actual and proposed operations of Newcastle, Holdings, and the entities _____________ dt 144508 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: ABN AMRO Bank N.V. – S. LaSalle Street, Suite 1625 c/o Fortress Investment Group Chicago, Illinois 60603 1301 Avenue of the Americas New York, New York 10019 ABN AMRO Bank N.V. 135 S. LaSalle Street Fortress IOFP, L.L.C. Chicago, Illinois 60603 c/o Fortress Investment Group 1301 Avenue of the Americas _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 2 (ii) the creation of a common law trust (the "Trust") and the issuance _____________ ABN AMRO Bank N.V., – Trust Agreement"), between the Depositor, as depositor, Midland Loan Services, Inc., as servicer (the "Servicer"), LaSalle Bank National Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal agent; (iii) the transfer of the Mortgage Loan by the Depositor to the Trust, pursuant to the Trust Agreement, in _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 3 For purposes of this opinion letter, we have reviewed the Agreements, the Private _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 4 3. Fortress IOFP has been duly organized and is validly existing as a _____________ dt 141042 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Bear, Stearns & Co. – for any purpose, without our prior written consent. Very truly yours, /s/ Brown & Wood LLP 2 {PAGE} [Sidley & Austin Letterhead] May 27, 1999 Bear, Stearns & Co. Inc. MBIA Insurance Corporation 245 Park Avenue 113 King Street New York, New York 10167 Armonk, New York 10504 Fortress Investment Corp. _____________ Bear, Stearns & Co. – dated as of July 31, 1998, between Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent") and the Borrowers named therein; {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification Agreement"); {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – Insurance Corporation State Street Bank and Trust Company May 27, 1999 Page 3 (viii) the sale by the Depositor, and the purchase by Bear, Stearns & Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement, dated as of May 27, 1999, between the Depositor, Fortress Investment and _____________ Bear, Stearns & Co. – Holdings and each Borrower has been duly organized and is validly existing in good standing under the laws of its state of {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ dt 142450 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: McGraw-Hill Companies, Inc – Church Street New York, New York 10119 New York, New York 10007 Standard & Poor's, a division of the Bear, Stearns & Co. Inc. McGraw-Hill Companies, Inc . Bear Stearns International Limited 55 Water Street, 40th Floor 245 Park Avenue New York, New York 10041 New York, New York 10167 _____________ dt 311666 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Corp – LLP] Four Times Square New York 10036-6522 ----- TEL: (212) 735-3000 FAX: (212) 735-2000 http://www.skadden.com October 7, 2002 Newcastle Investment Corp . 1251 Avenue of Americas New York, New York 10020 Re: Certain Federal Income Tax Matters Ladies and Gentlemen: You have requested our _____________ Newcastle Investment Corp – Matters Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a Registration _____________ Newcastle Investment Corp – information presented in the Officers' Certificates, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material {PAGE} Newcastle Investment Corp . October 7, 2002 Page 2 facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without _____________ Newcastle Investment Corp – at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at {PAGE} Newcastle Investment Corp . October 7, 2002 Page 3 any time and, in some circumstances, with retroactive effect. A material change that is made after the _____________ Newcastle Investment Corp – no opinion as to the completeness of the discussion set forth in "Federal Income Tax Considerations" as applied to any particular holder. {PAGE} Newcastle Investment Corp . October 7, 2002 Page 4 We express no opinion on any issue relating to Newcastle or any investment therein, other than as _____________ dt 144578 ; More...
Preview Full Doc	2002	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (98K) Doc #262198: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-8.1 {SEQUENCE}3 {FILENAME}y54018a3ex8-1.txt {DESCRIPTION}OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM {TEXT} {PAGE} Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036-6522 Exhibit 8.1 February 7, 2002 Newcastle Investment Corp. 1301 Avenue of Americas New York, New York 10019 Re: Certain Federal Income Tax Matters Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp., a Maryland corporation ("Newcastle"), of shares of its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-71932) filed with the Securities and Exchange Commission (the "Commission"), as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Newcastle in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of officers of Newcastle (the "Officers' Certificate") relating to, among other things, the actual and proposed operations of Newcastle and the entities in which it holds, or has held, a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officers' Certificate, the Registration Statement, or in any other document. In particular, we note that the Company has engaged in and engages in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have, consequently, assumed and relied on your representations that the information presented in the Officers' Certificate, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material facts relevant to our opinion. {PAGE} Newcastle Investment Corp. February 7, 2002 Page 2 We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer's Certificate may affect our conclusions set forth herein. We have, at your request, also relied upon: (i) the opinion of Brown & Wood LLP, dated May 5, 1999, regarding the qualification of Impac Commercial Holdings, Inc. as a real estate investment trust ("REIT"), (ii) the opinion of Thacher Proffitt & Wood, dated July 22, 1999, in connection with issuance of certain notes by Fortress CBO Investments I, Limited and Fortress CBO Investments I Corp., (iii) the opinion of Sidley & Austin, dated November 17, 1999, in connection with the issuance of certain certificates by Fortress Commercial Mortgage Trust 1999-PC1, (iv) the opinion of Sidley & Austin, dated May 27, 1999, in connection with the issuance of certain certificates by Government Lease Trust, and (v) the opinion of Sidley Austin Brown & Wood, dated December 31, 2001, in connection with the issuance of certain notes by FIC GSA Mezzanine Borrower LLC and FIC Houston LLC, each of which opinions is attached hereto. In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts. Our opinion is also based on the correctness of the following assumptions: (i) Newcastle and each of the entities comprising the Company has been and will continue to be operated in accordance with the laws of the jurisdiction in which it was formed and in the manner described in the relevant partnership agreement or other organizational documents, (ii) there will be no changes in the applicable laws of the State of Maryland or of any other state under the laws of which any of the entities comprising the Company have been formed, and (iii) each of the written agreements to which the Company is a party will be implemented, construed and enforced in accordance with its terms. {PAGE} Newcastle Investment Corp. February 7, 2002 Page 3 In rendering our opinion, we have considered and relied upon the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder ("Regulations"), administrative rulings and other interpretations of the Code and the Regulations by the courts and the Internal Revenue Service ("IRS"), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsel's best judgment as to the outcome on the merits with respect to such issue, is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position if asserted by the IRS. We express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States of America to the extent specifically 262198	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: ABN AMRO Bank N.V. – S. LaSalle Street, Suite 1625 c/o Fortress Investment Group Chicago, Illinois 60603 1301 Avenue of the Americas New York, New York 10019 ABN AMRO Bank N.V. 135 S. LaSalle Street Fortress IOFP, L.L.C. Chicago, Illinois 60603 c/o Fortress Investment Group 1301 Avenue of the Americas _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 2 (ii) the creation of a common law trust (the "Trust") and the issuance _____________ ABN AMRO Bank N.V., – Trust Agreement"), between the Depositor, as depositor, Midland Loan Services, Inc., as servicer (the "Servicer"), LaSalle Bank National Association, as trustee ("Trustee"), and ABN AMRO Bank N.V., as fiscal agent; (iii) the transfer of the Mortgage Loan by the Depositor to the Trust, pursuant to the Trust Agreement, in _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 3 For purposes of this opinion letter, we have reviewed the Agreements, the Private _____________ ABN AMRO Bank N.V. – Fortress Depositor L.L.C. Fortress IOFP, L.L.C. Greenwich Capital Markets, Inc. Moody's Investors Service, Inc. LaSalle Bank National Association ABN AMRO Bank N.V. Midland Loan Services, Inc. November 17, 1999 Page 4 3. Fortress IOFP has been duly organized and is validly existing as a _____________ dt 141043 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Bear, Stearns & Co. – for any purpose, without our prior written consent. Very truly yours, /s/ Brown & Wood LLP 2 {PAGE} [Sidley & Austin Letterhead] May 27, 1999 Bear, Stearns & Co. Inc. MBIA Insurance Corporation 245 Park Avenue 113 King Street New York, New York 10167 Armonk, New York 10504 Fortress Investment Corp. _____________ Bear, Stearns & Co. – dated as of July 31, 1998, between Meridian, Bankers Trust Company, as collateral agent (the "Collateral Agent") and the Borrowers named therein; {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – execution by Fortress Investment of and delivery to MBIA of the Indemnification Agreement dated as of May 27, 1999 (the "Indemnification Agreement"); {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ Bear, Stearns & Co. – Insurance Corporation State Street Bank and Trust Company May 27, 1999 Page 3 (viii) the sale by the Depositor, and the purchase by Bear, Stearns & Co. Inc,, of the Certificates pursuant to the Certificate Purchase Agreement, dated as of May 27, 1999, between the Depositor, Fortress Investment and _____________ Bear, Stearns & Co. – Holdings and each Borrower has been duly organized and is validly existing in good standing under the laws of its state of {PAGE} Bear, Stearns & Co. Inc. Fortress Investment Corp. Fortress GSA Properties Holdings L.L.C. Fortress GSA Securities L.L.C. Moody's Investors Service, Inc. _____________ dt 142463 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: McGraw-Hill Companies, Inc – Church Street New York, New York 10119 New York, New York 10007 Standard & Poor's, a division of the Bear, Stearns & Co. Inc. McGraw-Hill Companies, Inc . Bear Stearns International Limited 55 Water Street, 40th Floor 245 Park Avenue New York, New York 10041 New York, New York 10167 _____________ dt 311667 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Newcastle Investment Corp – FLOM {TEXT} {PAGE} Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036-6522 Exhibit 8.1 February 7, 2002 Newcastle Investment Corp . 1301 Avenue of Americas New York, New York 10019 Re: Certain Federal Income Tax Matters Ladies and Gentlemen: You have requested our _____________ Newcastle Investment Corp – Matters Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") by Newcastle Investment Corp ., a Maryland corporation ("Newcastle"), of shares of its Common Stock, $.01 par value per share (the "Common Stock"), pursuant to a Registration _____________ Newcastle Investment Corp – Certificate, Registration Statement and other documents, or otherwise furnished to us, accurately and completely describes all material facts relevant to our opinion. {PAGE} Newcastle Investment Corp . February 7, 2002 Page 2 We have assumed that such statements, representations and covenants are true without regard to any qualification as _____________ Newcastle Investment Corp – of the written agreements to which the Company is a party will be implemented, construed and enforced in accordance with its terms. {PAGE} Newcastle Investment Corp . February 7, 2002 Page 3 In rendering our opinion, we have considered and relied upon the Internal Revenue Code of 1986, as _____________ Newcastle Investment Corp – actual results of Newcastle's operation for any one taxable year satisfy the requirements for taxation as a REIT under the Code. {PAGE} Newcastle Investment Corp . February 7, 2002 Page 4 2. Although the discussion set forth in the Registration Statement under the caption "Federal Income Tax Considerations" _____________ dt 144608 ; More...
Preview Full Doc	2001	Rights Agreement Rights Agreement (187K) Doc #262212: Click preview link for longer preview. RIGHTS AGREEMENT BETWEEN FORTRESS INVESTMENT CORP. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF JUNE 4, 1998 -------------------------------------------------------------------------------- TABLE OF CONTENTS . . . 262212	Newcastle Newcastle Investment Holdings Corp. ( Real Estate )
Preview Full Doc	2003	Stock Purchase Agreement Stock Purchase Agreement (4K) Doc #262140: Click preview link for longer preview. STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is being entered into by and between Newcastle Investment Holdings Corp., a Maryland corporation ("Buyer"), and Fortress Principal Investment Holdings LLC, a Delaware limited liability company ("Seller"). WHEREAS, Seller owns of record and beneficially two thousand one hundred seventy-eight (2,178) shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Newcastle Investment Corp., a Maryland corporation ("Newcastle"); WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and Seller desires to sell to Buyer the Shares; NOW, THEREFORE, in consideration of the foregoing, of the 262140	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Stock Purchase Agreement: Newcastle Investment Holdings – FILENAME}wil340728.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} Exhibit 99.1 STOCK PURCHASE AGREEMENT dated as of April 29, 2003 by and between Newcastle Investment Holdings Corp. and Fortress Principal Investment Holdings LLC {PAGE} STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is _____________ Newcastle Investment Holdings – LLC {PAGE} STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is being entered into by and between Newcastle Investment Holdings Corp., a Maryland corporation ("Buyer"), and Fortress Principal Investment Holdings LLC, a Delaware limited liability company ("Seller"). WHEREAS, Seller owns of record and _____________ NEWCASTLE INVESTMENT HOLDINGS – applicable law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. NEWCASTLE INVESTMENT HOLDINGS CORP., as Buyer By: /s/ Randal A. Nardone ------------------------ Name: Randal A. Nardone Title: Secretary FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC, as Seller By: /s/ _____________ dt 144492 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Stock Purchase Agreement: Newcastle Investment Corp – thousand one hundred seventy-eight (2,178) shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Newcastle Investment Corp ., a Maryland corporation ("Newcastle"); WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and Seller _____________ dt 144552
Preview Full Doc	2003	Stock Purchase Agreement Stock Purchase Agreement (4K) Doc #262189: Click preview link for longer preview. STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is being entered into by and between Newcastle Investment Holdings Corp., a Maryland corporation ("Buyer"), and Fortress Principal Investment Holdings LLC, a Delaware limited liability company ("Seller"). WHEREAS, Seller owns of record and beneficially two thousand one hundred seventy-eight (2,178) shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Newcastle Investment Corp., a Maryland corporation ("Newcastle"); WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and Seller desires to sell to Buyer the Shares; NOW, THEREFORE, in consideration of the foregoing, of the 262189	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Stock Purchase Agreement: Newcastle Investment Holdings – FILENAME}wil340728.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} Exhibit 99.1 STOCK PURCHASE AGREEMENT dated as of April 29, 2003 by and between Newcastle Investment Holdings Corp. and Fortress Principal Investment Holdings LLC {PAGE} STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is _____________ Newcastle Investment Holdings – LLC {PAGE} STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 29, 2003, is being entered into by and between Newcastle Investment Holdings Corp., a Maryland corporation ("Buyer"), and Fortress Principal Investment Holdings LLC, a Delaware limited liability company ("Seller"). WHEREAS, Seller owns of record and _____________ NEWCASTLE INVESTMENT HOLDINGS – applicable law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. NEWCASTLE INVESTMENT HOLDINGS CORP., as Buyer By: /s/ Randal A. Nardone ------------------------ Name: Randal A. Nardone Title: Secretary FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC, as Seller By: /s/ _____________ dt 144518 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Stock Purchase Agreement: Newcastle Investment Corp – thousand one hundred seventy-eight (2,178) shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Newcastle Investment Corp ., a Maryland corporation ("Newcastle"); WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and Seller _____________ dt 144599
Preview Full Doc	2001	Subscription Agreement Subscription Agreement (37K) Doc #262215: Click preview link for longer preview. SUBSCRIPTION AGREEMENT FOR FORTRESS INVESTMENT FUND LLC Fortress Investment Fund LLC c/o Fortress Investment Group LLC 1301 Avenue of the Americas New York, New York 10019 Attn: Mr. Randal A. Nardone Ladies and Gentlemen: The undersigned hereby subscribes for the percentage of membership interests (the "Membership Interests") in Fortress Investment Fund LLC, a Delaware limited liability company (the "Fund"), set forth on the signature page hereof for the Commitment amount set forth thereon (minimum subscription $10 million of Commitments, subject to the discretion of Fortress Fund MM LLC ("Managing Member") and the Fund to accept subscriptions for less $10 million of Commitments). Terms used but not defined herein have the same meanings ascribed thereto in the Confidential Private Placement Memorandum (as the same has been amended, supplemented or modified from time to time, the "Memorandum"), pursuant to which the Membership Interests of the Fund are being offered. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Memorandum. {PAGE} I. The undersigned hereby agrees that this subscription is and shall be revocable until accepted by the Fund. The undersigned has been furnished with and has carefully read the Memorandum. The undersigned is aware that: (a) The Fund has only recently been formed and has no financial or operating history. (b) The Fund reserves the unrestricted right to reject any subscription, in whole or in part, and no subscription will be binding unless and until accepted by the Fund. Subscriptions need not be accepted in the order received. (c) There are substantial risks incident to the purchase of Membership Interests, as summarized under "Certain Investment Considerations and Potential Conflicts of Interest" and in other portions of the Memorandum. (d) Managing Member will receive compensation in connection with the Fund irrespective of the success of the Fund's operations, and Affiliates of Managing Member may now be (and in the future may continue to be) engaged in businesses that are competitive with that of the Fund. The undersigned agrees and consents to these activities even though there may be conflicts of interest inherent in such activities and even though the undersigned will have no interest in such activities, subject to any restrictions with respect to such activities as set forth in the Memorandum. (e) No U.S. federal or state government or foreign agency has passed upon or endorsed the Membership Interests or made any finding or determination as to the fairness of this investment. (f) The discussion of the tax consequences arising from an investment in the Fund set forth in the Memorandum is general in nature, and the tax consequences to the undersigned of an investment in the Fund may depend on its circumstances. Neither the Fund, Managing Member nor any their respective Affiliates or consultants, assumes any responsibility for the tax consequences to the undersigned of any investment in the Fund. The undersigned should consult its own tax advisors regarding such issues. (g) There can be no assurance that the Internal Revenue Code of 1986, as amended (the "Code") or the regulations thereunder will not be amended in such a manner as to materially and adversely affect the tax treatment of the Fund or its members. There can be no assurance that any applicable tax treaty or foreign tax law will not be amended or changed in such a manner is to deprive the holders of Membership Interest of some or all of the tax benefits they might now receive. (h) The undersigned is subscribing for, and upon acceptance by the Fund, will become obligated to purchase, all of the Membership Interests subscribed for as indicated on the undersigned's Signature Page attached hereto. (i) Each Subscriber must contribute its pro rata share, in accordance with its share of the total Commitments, of the total amount requested by Managing Member to be contributed on the date of the Initial Closing. The balance of the Commitments will be called for by Managing Member, upon 10 business days' prior written notice to all Subscribers who will be required to contribute additional portions of their Commitments, on an as needed basis within three years after the final Closing, except that after the termination of such three-year period 2 {PAGE} Commitments may be called for by Managing Member for the limited purposes of (x) paying Fund expenses, including principal and interest and other sums due pursuant to the Fund's financing facilities, (y) completing investments of the Fund in progress at the end of such three-year period and (z) effecting follow-on investments in existing Fund investments up to an aggregate of fifteen percent (15%) of total Commitments. All Subscribers acquiring Membership Interests after the Initial Closing will fund a pro rata portion of Commitments in their Closings on the basis of existing Fund investments valued at cost, plus expenses, and otherwise pro rata on the basis of capital then to be drawn with respect to identified, prospective Fund investments. (j) Should the undersigned default in its obligation to make any required contribution of any portion of its Commitments, the undersigned agrees 262215	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Subscription Agreement: Skadden, Arps – and on that basis believes that an investment in the Membership Interests is suitable and appropriate for the undersigned. The undersigned understands that Skadden, Arps , Slate, Meagher & Flom LLP acts as counsel to the Fund and the Managing Member and no attorney client relationship exists with any _____________ dt 142043 ;	Fortress Investment Fund LLC; Randal A. Nardone
Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (153K) Doc #262109: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT May 19, 2004 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 par value per share (the "Common Stock"), or warrants to purchase a number of shares of Common Stock (the "Common Stock Warrants"), or both, or shares of Preferred Stock, $.01 par value per share (the "Preferred Shares"), from time to time, in one or more offerings on terms to be determined at the time of sale. The Preferred Shares may be offered in the form of depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts"). The Common Stock Warrants will be issued pursuant to a Common Stock Warrant Agreement (the "Warrant Agreement") between the Company and a warrant agent (the "Warrant Agent"). Each series of Preferred Shares may vary as to the specific number of shares, title, stated value, liquidation preference, issuance price, ranking, dividend rate or rates (or method of calculation), dividend payment dates, any redemption or sinking fund requirements, any conversion provisions and any other variable terms as set forth in the applicable articles supplementary (each, the "Articles Supplementary") relating to such Preferred Shares. As used herein, "Securities" shall mean the Common Stock, the Common Stock Warrants, the Preferred Shares, the Depositary Shares and the Depositary Receipts; and "Warrant Securities" shall mean the Common Stock issuable upon exercise of Common Stock Warrants. As used herein, "you" and "your," unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the "Terms Agreement") providing for the sale of such Securities (the "Underwritten Securities") to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of the {PAGE} Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 9 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the number of Underwritten Securities of each class or series to be initially issued, including the number of Common Stock Warrants, if any (the "Initial Underwritten Securities"), whether the Initial Underwritten Securities shall be in the form of Depositary Shares and the fractional amount of Preferred Shares represented by each Depositary Share, the names of the Underwriters participating in such offering (subject to substitution as provided in Section 9 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, any initial public offering price, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities (including, but not limited to, current ratings (in the case of Preferred Shares and Depositary Shares only), designations, liquidation preferences, conversion provisions, redemption provisions and sinking fund requirements and the terms of the Warrant Securities and the terms, prices and dates upon which such Warrant Securities may be purchased). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities to cover over-allotments, if any, and the number of Underwritten Securities subject to such option (the "Option Securities"). As used herein, the term "Underwritten Securities" shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-109597) for the registration of up to $750,000,000 of the Securities and Warrant Securities and debt securities of the Company, under the Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), and the Company has filed such amendments thereto as may have been required prior to the execution of the applicable Terms Agreement. Such registration statement (as amended, if applicable) has been declared effective by the Commission. Such registration statement and the prospectus constituting a part thereof, in each case as supplemented by a prospectus supplement relating to the offering of Underwritten Securities (the "Prospectus Supplement"), including in each case all documents incorporated therein by reference as of the date of the Prospectus Supplement and as of the applicable Closing Time (as hereinafter defined), and the information, if any, deemed to be 262109	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings – contemplated by the Registration Statement and Prospectus. (viii) With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, has operated, and currently intends to operate, in _____________ dt 144482 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement: Bear, Stearns & Co. – AGREEMENT {TEXT} {PAGE} NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT May 19, 2004 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the _____________ Bear, Stearns & Co. – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, _____________ BEAR, STEARNS & CO. – 12 By: /s/ Randal A. Nardone ___________________________________ Name: Randal A. Nardone Title: Chief Operating Officer Accepted as of the date first above written BEAR, STEARNS & CO. INC. /s/ Stephen Parish ______________________________________ Name: Stephen Parish Title: Senior Managing Director {PAGE} Exhibit A NEWCASTLE INVESTMENT CORP. [Title of Securities] TERMS _____________ BEAR, STEARNS & CO. – signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, BEAR, STEARNS & CO. INC. ___________________________________________ Name: Title: Accepted: NEWCASTLE INVESTMENT CORP. By:____________________________ Name: Title: FORTRESS INVESTMENT GROUP LLC By:____________________________ Name: Title: A-4 { _____________ Bear, Stearns & Co. – fair in all material respects. 2 {PAGE} ANNEX III Form of Lock-Up Agreement for Manager, FPIH, FPIH II and FIH May , 2004 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Attention: Equity Capital Markets Re: Proposed Public Offering by Newcastle Investment Corp. Ladies _____________ dt 142432 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}y97759exv1w1.txt {DESCRIPTION}UNDERWRITING AGREEMENT {TEXT} {PAGE} NEWCASTLE INVESTMENT CORP . Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT May 19, 2004 Bear, Stearns & Co. Inc. 383 _____________ Newcastle Investment Corp – and Depositary Shares UNDERWRITING AGREEMENT May 19, 2004 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 _____________ Newcastle Investment Corp – shares of Common Stock, except for a registration statement on Form S-8 with respect to shares of Common Stock issuable under the Newcastle Investment Corp . Nonqualified Stock Option and Incentive Award Plan, as amended from time to time. (xi) If the Preferred Shares or Depositary Shares are _____________ NEWCASTLE INVESTMENT CORP – so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, NEWCASTLE INVESTMENT CORP . By: /s/ Wesley R. Edens ___________________________________ Name: Wesley R. Edens Title: Chief Executive Officer FORTRESS INVESTMENT GROUP LLC, solely with respect to _____________ NEWCASTLE INVESTMENT CORP – the date first above written BEAR, STEARNS & CO. INC. /s/ Stephen Parish ______________________________________ Name: Stephen Parish Title: Senior Managing Director {PAGE} Exhibit A NEWCASTLE INVESTMENT CORP . [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 Avenue of the Americas New York, New York 10020 Attention: [ ] Ladies _____________ dt 144521 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement: Piper Rudnick – Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of Piper Rudnick LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as _____________ Piper Rudnick – for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of Piper Rudnick LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive _____________ Piper Rudnick – Option Securities and otherwise substantially to the same effect as the opinion required by Sections 5(b) hereof. (iii) The favorable opinion of Piper Rudnick LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to _____________ dt 141572 ; Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Underwriting Agreement: Sidley Austin – the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by _____________ Sidley Austin – payment of the purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned offices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of _____________ Sidley Austin – hereof and as of the Closing Time, to the absence from any certificates, opinions, written statements or letters furnished to you or to Sidley Austin Brown & Wood LLP ("Underwriters' Counsel") pursuant to this Section 5 of any misstatement or omission to the performance by the Company and _____________ Sidley Austin – Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, Attention: J. Gerard Cummins; (b) if sent to the Company or _____________ dt 141772 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Underwriting Agreement: Skadden, Arps – Closing Time in accordance with such Section 3(a)(xii). (b) At the Closing Time you shall have received the written opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, dated the Closing Time and based upon certificates containing certain factual _____________ Skadden, Arps – Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (ii) The favorable opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, in form and substance satisfactory to Underwriters' Counsel, dated such Date _____________ Skadden, Arps – o Fortress Investment Group, 1251 Avenue of the Americas, New York, New York 10020, Attention: Randal A. Nardone, Secretary, with a copy to Skadden, Arps , Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036-6522, Attention: David J. Goldschmidt; provided, however, that any notice _____________ dt 142005
Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (148K) Doc #262115: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2004 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 par value per share (the "Common Stock"), or warrants to purchase a number of shares of Common Stock (the "Common Stock Warrants"), or both, or shares of Preferred Stock, $.01 par value per share (the "Preferred Shares"), from time to time, in one or more offerings on terms to be determined at the time of sale. The Preferred Shares may be offered in the form of depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts"). The Common Stock Warrants will be issued pursuant to a Common Stock Warrant Agreement (the "Warrant Agreement") between the Company and a warrant agent (the "Warrant Agent"). Each series of Preferred Shares may vary as to the specific number of shares, title, stated value, liquidation preference, issuance price, ranking, dividend rate or rates (or method of calculation), dividend payment dates, any redemption or sinking fund requirements, any conversion provisions and any other variable terms as set forth in the applicable articles supplementary (each, the "Articles Supplementary") relating to such Preferred Shares. As used herein, "Securities" shall mean the Common Stock, the Common Stock Warrants, the Preferred Shares, the Depositary Shares and the Depositary Receipts; and "Warrant Securities" shall mean the Common Stock issuable upon exercise of Common Stock Warrants. As used herein, "you" and "your," unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the "Terms Agreement") providing for the sale of such Securities (the "Underwritten {PAGE} Securities") to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 9 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the number of Underwritten Securities of each class or series to be initially issued, including the number of Common Stock Warrants, if any (the "Initial Underwritten Securities"), whether the Initial Underwritten Securities shall be in the form of Depositary Shares and the fractional amount of Preferred Shares represented by each Depositary Share, the names of the Underwriters participating in such offering (subject to substitution as provided in Section 9 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, any initial public offering price, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities (including, but not limited to, current ratings (in the case of Preferred Shares and Depositary Shares only), designations, liquidation preferences, conversion provisions, redemption provisions and sinking fund requirements and the terms of the Warrant Securities and the terms, prices and dates upon which such Warrant Securities may be purchased). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities to cover over-allotments, if any, and the number of Underwritten Securities subject to such option (the "Option Securities"). As used herein, the term "Underwritten Securities" shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-109597) for the registration of up to $750,000,000 of the Securities and Warrant Securities and debt securities of the Company, under the Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), and the Company has filed such amendments thereto as may have been required prior to the execution of the applicable Terms Agreement. Such registration statement (as amended, if applicable) has been declared effective by the Commission. Such registration statement and the prospectus constituting a part thereof, in each case as supplemented by a prospectus supplement relating to the offering of Underwritten Securities (the "Prospectus Supplement"), including in each case all documents incorporated therein by reference as of the date of the Prospectus Supplement and as of the applicable Closing Time (as hereinafter defined), and the information, if any, deemed to be 262115	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings – contemplated by the Registration Statement and Prospectus. (viii) With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, has operated, and currently intends to operate, in _____________ dt 144484 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}y93081exv1w1.txt {DESCRIPTION}UNDERWRITING AGREEMENT {TEXT} {PAGE} NEWCASTLE INVESTMENT CORP . Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2004 Merrill Lynch & Co. Merrill Lynch, _____________ Newcastle Investment Corp – Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 _____________ Newcastle Investment Corp – shares of Common Stock, except for a registration statement on Form S-8 with respect to shares of Common Stock issuable under the Newcastle Investment Corp . Nonqualified Stock Option and Incentive Award Plan, as amended from time to time. (xi) If the Preferred Shares or Depositary Shares are _____________ NEWCASTLE INVESTMENT CORP – so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, NEWCASTLE INVESTMENT CORP . By: /s/ Wesley R. Edens -------------------------------- Name: Wesley R. Edens Title: Chief Executive Officer FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections _____________ NEWCASTLE INVESTMENT CORP – above written MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Alexander S. Rubin -------------------------------- Name: Alexander S. Rubin Title: Managing Director {PAGE} Exhibit A NEWCASTLE INVESTMENT CORP . [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 Avenue of the Americas New York, New York 10020 Attention: [ ] Ladies _____________ dt 144527 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Underwriting Agreement: Merrill Lynch & Co – AGREEMENT {TEXT} {PAGE} NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2004 Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment _____________ Merrill Lynch & Co – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated, World Financial Center, North Tower, 10th Floor, New York, NY 10080, Attention: Alexander S. Rubin, with _____________ Merrill Lynch & Co – are accurate and fair in all material respects. 2 {PAGE} ANNEX III Form of Lock-Up Agreement for Manager and FPIH January , 2004 Merrill Lynch & Co . Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Attention: Re: Proposed Public _____________ Merrill Lynch & Co – PAGE} ANNEX IV Form of Lock-Up Agreement for Executive Officers, Directors and Related Persons of the Company and the Manager January , 2004 Merrill Lynch & Co . Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Attention: Re: Proposed Public _____________ dt 149734 ;	MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Underwriting Agreement: Merrill Lynch, Pierce, Fenner & Smith – NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2004 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and _____________ Merrill Lynch, Pierce, Fenner & Smith – if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, World Financial Center, North Tower, 10th Floor, New York, NY 10080, Attention: Alexander S. Rubin, with a copy to Sidley Austin _____________ MERRILL LYNCH, PIERCE, FENNER & SMITH – and 12 By: /s/ Randal A. Nardone -------------------------------- Name: Randal A. Nardone Title: Chief Operating Officer Accepted as of the date first above written MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Alexander S. Rubin -------------------------------- Name: Alexander S. Rubin Title: Managing Director {PAGE} Exhibit A NEWCASTLE INVESTMENT CORP. [Title of Securities] _____________ MERRILL LYNCH, PIERCE, FENNER & SMITH – signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ________________________________ Name: Title: Accepted: NEWCASTLE INVESTMENT CORP. By: ____________________________ Name: Title: FORTRESS INVESTMENT GROUP LLC By: ____________________________ Name: Title: A- _____________ Merrill Lynch, Pierce, Fenner & Smith – in all material respects. 2 {PAGE} ANNEX III Form of Lock-Up Agreement for Manager and FPIH January , 2004 Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Attention: Re: Proposed Public Offering by Newcastle Investment Corp. Ladies _____________ dt 140913 ; Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement: Piper Rudnick – Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of Piper Rudnick LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as _____________ Piper Rudnick – for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of Piper Rudnick LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive _____________ Piper Rudnick – Option Securities and otherwise substantially to the same effect as the opinion required by Sections 5(b) hereof. (iii) The favorable opinion of Piper Rudnick LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to _____________ dt 141573 ; More...
Preview Full Doc	2003	Underwriting Agreement Underwriting Agreement (119K) Doc #262132: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of shares (the "Firm Shares") of its common stock, par value $.01 per share, (the "Common Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is acting as joint lead and sole bookrunning manager in connection with the offering and sale of the Shares (the "Offering"). The Company and Fortress Investment Group LLC, a limited liability company organized and existing under the laws of Delaware and the manager of the Company (the "Manager"), each confirms as follows its agreements with the Underwriters. {PAGE} 1. Representations and Warranties. (a) Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that: (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (No. 333-106135), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the "Act"), of shares of Common Stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company, if required by the rules and regulations of the Commission (the "Rules and Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). (ii) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any (as hereinafter 262132	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings – Management Agreement as contemplated by the Prospectus. (viii) With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, has operated, and currently intends to operate, in _____________ dt 144489 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement: Bear, Stearns & Co. – FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} 8 _____Shares Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World _____________ Bear, Stearns & Co. – of Firm Purchased if Shares to be Maximum Option Name of Underwriter Purchased Exercised ------------------- --------- --------- {S} {C} {C} Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc............. JMP Securities LLC.................. Lehman Brothers Inc................. UBS Securities LLC.................. ----------------- ----------------- Total......................... ================= ================= {/TABLE} {PAGE} SCHEDULE II Subsidiaries Fortress Realty Holdings Inc. Commercial Asset _____________ Bear, Stearns & Co. – material respects. 2 {PAGE} ANNEX III Form of Lock-Up Agreement for Manager and FPIH July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ Bear, Stearns & Co. – Up Agreement for Executive Officers, Directors and Related Persons of the Company and the Manager July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ dt 142438 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}y87407a1exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} 8 _____Shares Common Stock NEWCASTLE INVESTMENT CORP . UNDERWRITING AGREEMENT July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities _____________ Newcastle Investment Corp – Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to _____________ Newcastle Investment Corp – of Common Stock, except for (i) a registration statement on Form S-8 with respect to shares of Common Stock issuable under the Newcastle Investment Corp . Nonqualified Stock Option and Incentive Award Plan, as amended from time to time, and (ii) a registration statement on Form S-3 _____________ NEWCASTLE INVESTMENT CORP – the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP . By: ---------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 4(b), 6(f) and (g), 11 and _____________ Newcastle Investment Corp – Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, NY 10080 Attention: Re: Proposed Public Offering by Newcastle Investment Corp . Ladies and Gentlemen: We refer to the proposed Underwriting Agreement (the "Underwriting Agreement") between Newcastle Investment Corp., a Maryland corporation (the "Company"), _____________ dt 144544 ;	JMP Securities JMP Securities LLC ( Financial ) As referenced in this Underwriting Agreement: JMP Securities LLC – TEXT} {PAGE} 8 _____Shares Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, _____________ JMP SECURITIES LLC – and 13 By: ---------------------------------- Name: Title: Accepted as of the date first above written MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BEAR, STEARNS & CO INC. JMP SECURITIES LLC LEHMAN BROTHERS INC. UBS SECURITIES LLC By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: ------------------------------- Name: Title: On behalf of itself and the _____________ JMP Securities LLC – Shares to be Maximum Option Name of Underwriter Purchased Exercised ------------------- --------- --------- {S} {C} {C} Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc............. JMP Securities LLC .................. Lehman Brothers Inc................. UBS Securities LLC.................. ----------------- ----------------- Total......................... ================= ================= {/TABLE} {PAGE} SCHEDULE II Subsidiaries Fortress Realty Holdings Inc. Commercial Asset Holdings LLC Fortress CBO _____________ JMP Securities LLC – ANNEX III Form of Lock-Up Agreement for Manager and FPIH July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North _____________ JMP Securities LLC – Officers, Directors and Related Persons of the Company and the Manager July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc. UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North _____________ dt 197213 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Underwriting Agreement: Lehman Brothers Inc – _____Shares Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc . UBS Securities LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New _____________ LEHMAN BROTHERS INC – Name: Title: Accepted as of the date first above written MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BEAR, STEARNS & CO INC. JMP SECURITIES LLC LEHMAN BROTHERS INC . UBS SECURITIES LLC By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: ------------------------------- Name: Title: On behalf of itself and the other Underwriters named _____________ Lehman Brothers Inc – Maximum Option Name of Underwriter Purchased Exercised ------------------- --------- --------- {S} {C} {C} Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc............. JMP Securities LLC.................. Lehman Brothers Inc ................. UBS Securities LLC.................. ----------------- ----------------- Total......................... ================= ================= {/TABLE} {PAGE} SCHEDULE II Subsidiaries Fortress Realty Holdings Inc. Commercial Asset Holdings LLC Fortress CBO Investments I Corp. _____________ Lehman Brothers Inc – of Lock-Up Agreement for Manager and FPIH July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc . UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor _____________ Lehman Brothers Inc – Related Persons of the Company and the Manager July , 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bear, Stearns & Co. Inc. JMP Securities LLC Lehman Brothers Inc . UBS Securities LLC c/o Merrill Lynch & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor _____________ dt 142324 ; More...
Preview Full Doc	2003	Underwriting Agreement Underwriting Agreement (115K) Doc #262149: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT March ___, 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ________ shares (the "Firm Shares") of its ___% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation preference $25.00 per share (the "Series B Preferred Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional ________ shares (the "Additional Shares") of Series B Preferred Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") is acting as lead manager in connection with the offering and sale of the Shares (the "Offering"). The Company and Fortress Investment Group LLC, a limited liability company organized and existing under the laws of Delaware and the manager of the Company (the "Manager"), each confirms as follows its agreements with the Underwriters. 1. Representations and Warranties. (a) Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that: {PAGE} (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (No. 333-103598), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the "Act"), of shares of Series B Cumulative Redeemable Preferred Stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Series B Preferred Stock (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company, if required by the rules and regulations of the Commission (the "Rules and Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). (ii) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any (as hereinafter respectively defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact 2 {PAGE} required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, any related Preliminary Prospectus or any wrapper or supplement prepared in connection with the distribution of the Directed Shares (as hereinafter defined) in light of the circumstances under which they 262149	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings – which would cause such qualification to be lost. With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, has operated, and currently intends to operate, in _____________ Newcastle Investment Holdings – Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Re: Offering by Newcastle Investment Corp. Ladies and Gentlemen: The undersigned, Newcastle Investment Holdings Corp., a Maryland corporation (the "Company") and a stockholder of Newcastle Investment Corp. ("NCT"), a Maryland corporation, understands that Bear, Stearns & Co., Inc., _____________ NEWCASTLE INVESTMENT HOLDINGS – a certificate of {PAGE} the Secretary of the Company to the effect as counsel for the Underwriters may reasonably request. Very truly yours, NEWCASTLE INVESTMENT HOLDINGS CORP. By: ------------------------------ Name: Title: 2 {/TEXT} {/DOCUMENT} _____________ dt 144499 ; Advest Advest, Inc. ( Miscellany ) As referenced in this Underwriting Agreement: Advest, Inc – 1 ________ Shares of ___% Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT March ___, 2003 Bear, Stearns & Co. Inc. Advest, Inc . BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison _____________ ADVEST, INC – Sections 1(b), 4(b) and 6(f) By: ---------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. ADVEST, INC . BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Bear, Stearns & Co. Inc. By: ------------------------------------------------ Name: Title: _____________ Advest, Inc – Total Number of Firm Shares Purchased if Maximum Option Name of Underwriter to be Purchased Exercised ------------------- --------------------------- ---------------------------- {S} {C} {C} Bear, Stearns & Co. Inc.............................. Advest, Inc . ........................................ BB&T Capital Markets, a division of Scott & Stringfellow, Inc.............. Stifel, Nicolaus & Company, Incorporated............. Total....................................... =========================== ============================ {/TABLE} {PAGE} SCHEDULE II Subsidiaries Fortress Realty _____________ Advest, Inc – proceedings referred to therein, are accurate and fair in all material respects. 2 {PAGE} ANNEX III March ___, 2003 Bear, Stearns & Co. Inc. Advest, Inc . BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison _____________ Advest, Inc – Corp., a Maryland corporation (the "Company") and a stockholder of Newcastle Investment Corp. ("NCT"), a Maryland corporation, understands that Bear, Stearns & Co., Inc., Advest, Inc ., BB&T Capital Markets, a division of Scott & Stringfellow, Inc. and Stifel, Nicolaus & Company, Incorporated (the "Underwriters") propose to enter into an _____________ dt 197285 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement: Bear, Stearns & Co. – TEXT} {PAGE} Exhibit 1.1 ________ Shares of ___% Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT March ___, 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. _____________ Bear, Stearns & Co. – 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the _____________ Bear, Stearns & Co. – by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") is acting as lead manager in connection with the offering and sale of the Shares (the "Offering"). The Company _____________ Bear, Stearns & Co. – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, _____________ BEAR, STEARNS & CO. – solely with respect to Sections 1(b), 4(b) and 6(f) By: ---------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. ADVEST, INC. BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Bear, Stearns & Co. Inc. _____________ dt 142444 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – FILENAME}y84145a2exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 ________ Shares of ___% Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP . UNDERWRITING AGREEMENT March ___, 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Stifel, _____________ Newcastle Investment Corp – Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to _____________ NEWCASTLE INVESTMENT CORP – the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP . By: ---------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 4(b) and 6(f) By: ---------------------------- Name: Title: _____________ Newcastle Investment Corp – Stringfellow, Inc. Stifel, Nicolaus & Company, Incorporated c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Re: Offering by Newcastle Investment Corp . Ladies and Gentlemen: The undersigned, Newcastle Investment Holdings Corp., a Maryland corporation (the "Company") and a stockholder of Newcastle Investment Corp. ("NCT"), _____________ Newcastle Investment Corp – Offering by Newcastle Investment Corp. Ladies and Gentlemen: The undersigned, Newcastle Investment Holdings Corp., a Maryland corporation (the "Company") and a stockholder of Newcastle Investment Corp . ("NCT"), a Maryland corporation, understands that Bear, Stearns & Co., Inc., Advest, Inc., BB&T Capital Markets, a division of Scott & Stringfellow, Inc. _____________ dt 144561 ; Stifel, Nicolaus Stifel, Nicolaus & Co., Inc. ( Miscellany ) ; More...
Preview Full Doc	2003	Underwriting Agreement [Form] Underwriting Agreement [Form] (112K) Doc #262151: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}y84145a1exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 Shares of % Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP. FORM OF UNDERWRITING AGREEMENT March , 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ________ shares (the "Firm Shares") of its ___% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation preference $25.00 per share (the "Series B Preferred Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional ________ shares (the "Additional Shares") of Series B Preferred Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") is acting as lead manager in connection with the offering and sale of the Shares (the "Offering"). The Company, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, and Fortress Investment Group LLC, a limited liability company organized and existing under the laws of Delaware and the manager of the Company (the "Manager"), each confirms as follows its agreements with the Underwriters. 1. Representations and Warranties. (a) Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that: (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (No. 333-103598), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of {PAGE} 1933, as amended (the "Act"), of shares of Series B Cumulative Redeemable Preferred Stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Series B Preferred Stock (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company, if required by the rules and regulations of the Commission (the "Rules and Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). (ii) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any (as hereinafter respectively defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, any related Preliminary Prospectus or any wrapper or supplement prepared in connection with 262151	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement [Form]: Newcastle Investment Holdings – Co. Inc. ("Bear Stearns") is acting as lead manager in connection with the offering and sale of the Shares (the "Offering"). The Company, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, and Fortress Investment Group LLC, a limited liability _____________ NEWCASTLE INVESTMENT HOLDINGS – but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP. By: ----------------------------------------- Name: Title: NEWCASTLE INVESTMENT HOLDINGS CORP., solely with respect to Sections 1(c) and 6(g) By: ----------------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections _____________ dt 144501 ; Advest Advest, Inc. ( Miscellany ) As referenced in this Underwriting Agreement [Form]: Advest, Inc – 1.1 Shares of % Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP. FORM OF UNDERWRITING AGREEMENT March , 2003 Bear, Stearns & Co. Inc. Advest, Inc . BB&T Capital Markets, a division of Scott & Stringfellow, Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New _____________ ADVEST, INC – Sections 1(b), 4(b) and 6(f) By: ----------------------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. ADVEST, INC . BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW INC. By: Bear, Stearns & Co. Inc. By: ------------------------------- Name: Title: On behalf of themselves _____________ Advest, Inc – Total Number of Firm Purchased if Shares to be Maximum Option Name of Underwriter Purchased Exercised ------------------- --------- --------- {S} {C} {C} Bear, Stearns & Co. Inc........... Advest, Inc . BB&T Capital Markets, a division of Scott & Stringfellow Inc. Total....................... ========= ========= {/TABLE} {PAGE} SCHEDULE II Subsidiaries Fortress Realty Holdings Inc. Commercial Asset _____________ dt 197287 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement [Form]: Bear, Stearns & Co. – AGREEMENT {TEXT} {PAGE} Exhibit 1.1 Shares of % Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP. FORM OF UNDERWRITING AGREEMENT March , 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue _____________ Bear, Stearns & Co. – OF UNDERWRITING AGREEMENT March , 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the _____________ Bear, Stearns & Co. – by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") is acting as lead manager in connection with the offering and sale of the Shares (the "Offering"). The Company, _____________ Bear, Stearns & Co. – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood llp, _____________ BEAR, STEARNS & CO. – solely with respect to Sections 1(b), 4(b) and 6(f) By: ----------------------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. ADVEST, INC. BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW INC. By: Bear, Stearns & Co. Inc. By: ------------------------------- Name: Title: On _____________ dt 142446 ;	Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement [Form]: NEWCASTLE INVESTMENT CORP – SEQUENCE}3 {FILENAME}y84145a1exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 Shares of % Series B Cumulative Redeemable Preferred Stock NEWCASTLE INVESTMENT CORP . FORM OF UNDERWRITING AGREEMENT March , 2003 Bear, Stearns & Co. Inc. Advest, Inc. BB&T Capital Markets, a division of Scott & Stringfellow, Inc. _____________ Newcastle Investment Corp – a division of Scott & Stringfellow, Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to _____________ NEWCASTLE INVESTMENT CORP – the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP . By: ----------------------------------------- Name: Title: NEWCASTLE INVESTMENT HOLDINGS CORP., solely with respect to Sections 1(c) and 6(g) By: ----------------------------------------- Name: Title: FORTRESS INVESTMENT _____________ dt 144563 ; Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement [Form]: Piper Rudnick – Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Date you shall have received the written opinion of Piper Rudnick LLP, special Maryland counsel to the Company, dated the Closing Date, addressed to the Underwriters substantially in the form attached hereto as _____________ Piper Rudnick – of enabling them to pass upon such matters. In rendering such opinion, Sidley Austin Brown & Wood llp may rely upon the opinion of Piper Rudnick LLP as to matters of Maryland law. (e) At the Closing Date you shall have received a certificate of the Chief Executive _____________ dt 141587 ; More...
Preview Full Doc	2002	Underwriting Agreement Underwriting Agreement (113K) Doc #262170: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}y61286a4exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 Form of Underwriting Agreement 7,000,000 Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT September___, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 7,000,000 shares (the "Firm Shares") of its common stock, par value $.01 per share (the "Common Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,050,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. The Company, Newcastle Investment Holdings Corp., a corporation organized and existing under the laws of Maryland and the parent of the Company ("NIH"), and Fortress Investment Group LLC, a limited liability company organized and existing under the laws of Delaware and the manager of the Company (the "Manager"), each confirms as follows its agreements with the Representatives and each of the other Underwriters named in Schedule I hereto. As of July 12, 2002, NIH transferred to the Company certain of its assets and related liabilities as described in the Prospectus (as hereinafter defined) under the heading "Newcastle Investment Corp. - Our Targeted Investments" (these transfers are referred to herein as the "Formation Transactions.") {PAGE} 1. Representations and Warranties. (a) Representations and Warranties of the Company and NIH. Each of the Company and NIH represents and warrants to, and agrees with, each of the Underwriters that: (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (No. 333-90578), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the "Act"), of shares of common stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company, if required by the rules and regulations of the Commission (the "Rules and Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the offering and sale of the Shares (the "Offering") which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). (ii) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the 2 {PAGE} Commission pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any (as hereinafter respectively defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in 262170	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings – Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. The Company, Newcastle Investment Holdings Corp., a corporation organized and existing under the laws of Maryland and the parent of the Company ("NIH"), and Fortress Investment Group LLC, _____________ NEWCASTLE INVESTMENT HOLDINGS – but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP. By: -------------------------------------------- Name: Title: NEWCASTLE INVESTMENT HOLDINGS CORP. By: -------------------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC By: -------------------------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. _____________ dt 144511 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement: Bear, Stearns & Co. – TEXT} {PAGE} Exhibit 1.1 Form of Underwriting Agreement 7,000,000 Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT September___, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC as Representatives of the several Underwriters named in Schedule I attached hereto c/ _____________ Bear, Stearns & Co. – Inc. Lehman Brothers Inc. Banc of America Securities LLC as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the _____________ Bear, Stearns & Co. – to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the _____________ Bear, Stearns & Co. – to the public as part of the offering contemplated hereby. Except as expressly provided in Section 7(b) hereto, under no circumstances will Bear, Stearns & Co. Inc. or any other Underwriter be liable to the Company or to any of the Directed Shares Purchasers for any action taken _____________ Bear, Stearns & Co. – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, _____________ dt 142453 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – y61286a4exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 Form of Underwriting Agreement 7,000,000 Shares of Common Stock NEWCASTLE INVESTMENT CORP . UNDERWRITING AGREEMENT September___, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC as Representatives of the several Underwriters _____________ Newcastle Investment Corp – named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to _____________ "Newcastle Investment Corp – NIH transferred to the Company certain of its assets and related liabilities as described in the Prospectus (as hereinafter defined) under the heading "Newcastle Investment Corp . - Our Targeted Investments" (these transfers are referred to herein as the "Formation Transactions.") {PAGE} 1. Representations and Warranties. (a) Representations and Warranties _____________ NEWCASTLE INVESTMENT CORP – the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP . By: -------------------------------------------- Name: Title: NEWCASTLE INVESTMENT HOLDINGS CORP. By: -------------------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC By: -------------------------------------------- Name: Title: Accepted as of the date _____________ dt 144582 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – Underwriting Agreement 7,000,000 Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT September___, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New _____________ BANC OF AMERICA SECURITIES LLC – Title: FORTRESS INVESTMENT GROUP LLC By: -------------------------------------------- Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC By: Bear, Stearns & Co. Inc. By: ------------------------------------------------ Name: Title: On behalf of themselves and the other Underwriters named in Schedule I hereto. {PAGE} _____________ Banc of America Securities LLC – Firm Shares Purchased if Maximum Option Name of Underwriter to be Purchased Exercised ------------------- --------------------------- --------------------------- {S} {C} {C} Bear, Stearns & Co. Inc....................... Lehman Brothers Inc. ......................... Banc of America Securities LLC ................ Total................................ {/TABLE} {PAGE} SCHEDULE II [Formation Agreements] {PAGE} SCHEDULE III [Subsidiaries] {PAGE} SCHEDULE IV Wesley R. Edens David J. Grain Stuart A. _____________ dt 139825 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Underwriting Agreement: Fleet National Bank – the manner contemplated in the Prospectus (exclusive of any supplement). (j) You shall have received a lock-up agreement from NIH, the Manager, Fleet National Bank and each director or officer of the Company designated by you and listed on Schedule IV substantially in the form attached hereto as _____________ dt 142232 ; More...
Preview Full Doc	2002	Underwriting Agreement Underwriting Agreement (96K) Doc #262201: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}y54018a2ex1-1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 _________ Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT January____, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ________ shares (the "Firm Shares") of its common stock, par value $.01 per share (the "Common Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional ______ shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement referred to below. The Company, Fortress Partners, L.P., a limited partnership organized and existing under the laws of Delaware (the "Operating Partnership"), and Fortress Investment Group LLC, a limited liability company organized and existing under the laws of Delaware (the "Manager"), each confirms as follows its agreements with the Representatives and each of the other Underwriters named in Schedule I hereto. {PAGE} 1. Representations and Warranties. (a) Representations and Warranties of the Company and the Operating Partnership. Each of the Company and the Operating Partnership represents and warrants to, and agrees with, each of the Underwriters that: (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (No. 333-71932), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of common stock, which registration statement, as so amended, has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company, if required by the rules and regulations of the Commission (the "Rules and Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the offering and sale of the Shares (the "Offering") which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is hereafter called a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). (ii) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b) or Rule 434 of the 2 {PAGE} Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any (as hereinafter respectively defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus or any related Preliminary Prospectus in light of the circumstances under which they were made, not misleading. When any related preliminary prospectus was first filed with the Commission (whether filed as 262201	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Underwriting Agreement: Bear, Stearns & Co. – txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 _________ Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT January____, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. as Representatives of the several Underwriters named _____________ Bear, Stearns & Co. – America Securities LLC U.S. Bancorp Piper Jaffray Inc. as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the _____________ Bear Stearns & Co. – to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear Stearns & Co. Inc. in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company _____________ Bear, Stearns & Co. – writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, _____________ BEAR, STEARNS & CO. – PARTNERS, L.P. By: ___________________________________ Name: Title: FORTRESS INVESTMENT GROUP LLC By: ___________________________________ Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC U.S. BANCORP PIPER JAFFRAY INC. By: ________________________________ Name: Title: On behalf of _____________ dt 142465 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP – 1.1 {SEQUENCE}3 {FILENAME}y54018a2ex1-1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 _________ Shares of Common Stock NEWCASTLE INVESTMENT CORP . UNDERWRITING AGREEMENT January____, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. _____________ Newcastle Investment Corp – named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp ., a corporation organized and existing under the laws of Maryland (the "Company"), proposes, subject to the terms and conditions stated herein, to _____________ NEWCASTLE INVESTMENT CORP – the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, NEWCASTLE INVESTMENT CORP . By: ___________________________________ Name: Title: FORTRESS PARTNERS, L.P. By: ___________________________________ Name: Title: FORTRESS INVESTMENT GROUP LLC By: ___________________________________ Name: Title: Accepted as _____________ dt 144611 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – PAGE} EXHIBIT 1.1 _________ Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT January____, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & _____________ BANC OF AMERICA SECURITIES LLC – FORTRESS INVESTMENT GROUP LLC By: ___________________________________ Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC U.S. BANCORP PIPER JAFFRAY INC. By: ________________________________ Name: Title: On behalf of themselves and the other Underwriters named in Schedule I _____________ Banc of America Securities LLC – of if Maximum Firm Shares Option Name of Underwriter to be Purchased Exercised ------------------- --------------- ---------------------- {S} {C} {C} Bear, Stearns & Co. Inc. Lehman Brothers Inc. Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. [Names of other Underwriters] Total.................. {/TABLE} {PAGE} SCHEDULE II [Names of executive officers and directors subject _____________ dt 139834 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Underwriting Agreement: Lehman Brothers Inc – UNDERWRITING AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 _________ Shares of Common Stock NEWCASTLE INVESTMENT CORP. UNDERWRITING AGREEMENT January____, 2002 Bear, Stearns & Co. Inc. Lehman Brothers Inc . Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. as Representatives of the several Underwriters named in Schedule I attached _____________ LEHMAN BROTHERS INC – ___________________________________ Name: Title: FORTRESS INVESTMENT GROUP LLC By: ___________________________________ Name: Title: Accepted as of the date first above written BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC . BANC OF AMERICA SECURITIES LLC U.S. BANCORP PIPER JAFFRAY INC. By: ________________________________ Name: Title: On behalf of themselves and the other _____________ Lehman Brothers Inc – Purchased Total Number of if Maximum Firm Shares Option Name of Underwriter to be Purchased Exercised ------------------- --------------- ---------------------- {S} {C} {C} Bear, Stearns & Co. Inc. Lehman Brothers Inc . Banc of America Securities LLC U.S. Bancorp Piper Jaffray Inc. [Names of other Underwriters] Total.................. {/TABLE} {PAGE} SCHEDULE II [Names of _____________ dt 142342 ; More...
Preview Full Doc	2005	Underwriting Agreement Underwriting Agreement (145K) Doc #1043508: Click preview link for longer preview. NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT October 20, 2005 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the " . . . 1043508	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings Corp. – and regulations thereunder, from acting under the Management Agreement as contemplated by the Registration Statement and Prospectus. (viii) With respect to each taxable year ended December 31, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation which was organized and existed under the laws of the State of Maryland, has operated in conformity with the requirements for qualification and taxation as a _____________ dt 1484941 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP. – gt; <TYPE>EX-3.1 <SEQUENCE>2 <FILENAME>y13534exv3w1.txt <DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> EXHIBIT 3.1 NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT October 20, 2005 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York _____________ Newcastle Investment Corp. – to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT October 20, 2005 Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Newcastle Investment Corp. , a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 par value per share (the "Common Stock"), _____________ NEWCASTLE INVESTMENT CORP. – the Manager, on the other hand, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, NEWCASTLE INVESTMENT CORP. By: ------------------------------------ Name: Debra A. Hess Title: Chief Financial Officer FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 3(b), 5(f) and (l)(ii), 10 and _____________ NEWCASTLE INVESTMENT CORP. – By: ------------------------------------ Name: Randal A. Nardone Title: Chief Operating Officer Accepted as of the date first above written BEAR, STEARNS & CO. INC. By: --------------------------------------- Name: Title: <PAGE> Exhibit A NEWCASTLE INVESTMENT CORP. 8.05% Series C Cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share TERMS AGREEMENT Dated: October 20, 2005 To: Newcastle Investment Corp. 1251 Avenue of the Americas _____________ Newcastle Investment Corp. – Title: <PAGE> Exhibit A NEWCASTLE INVESTMENT CORP. 8.05% Series C Cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share TERMS AGREEMENT Dated: October 20, 2005 To: Newcastle Investment Corp. 1251 Avenue of the Americas New York, New York 10020 Attention: Wesley R. Edens Ladies and Gentlemen: We understand that Newcastle Investment Corp., a corporation organized and existing under _____________ dt 1345704 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Underwriting Agreement: Gray Cary – Company, addressed to the Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as Annex II. (d) All proceedings taken _____________ Gray Cary – documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of DLA Piper Rudnick Gray Cary US LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of _____________ Gray Cary – Delivery, relating to the Option Securities and otherwise substantially to the same effect as the opinion required by Section 5(b) hereof. (iv) The favorable opinion of DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option Securities and otherwise substantially _____________ dt 1399223 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement: Piper Rudnick – of the Company, addressed to the Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as Annex II. (d) All _____________ Piper Rudnick – Counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of DLA Piper Rudnick Gray Cary US LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive Officer and Chief Financial _____________ Piper Rudnick – Date of Delivery, relating to the Option Securities and otherwise substantially to the same effect as the opinion required by Section 5(b) hereof. (iv) The favorable opinion of DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option Securities and _____________ dt 1375386 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Underwriting Agreement: Skadden, Arps – on or before the 30th day after Closing Time in accordance with such Section 3(a)(xii). (b) At the Closing Time you shall have received the written opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, dated the Closing Time and based upon certificates containing certain factual representations and covenants of the Company, _____________ Skadden, Arps – Manager, confirming that the certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii) The favorable opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option _____________ Skadden, Arps – or faxed and confirmed in writing c/o Fortress Investment Group, 1251 Avenue of the Americas, New York, New York 10020, Attention: Randal A. Nardone, Secretary, with a copy to Skadden, Arps , Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036-6522, Attention: David J. Goldschmidt; provided, however, that any notice to an Underwriter pursuant to Section _____________ dt 1431430
Preview Full Doc	2005	Underwriting Agreement Underwriting Agreement (141K) Doc #1043521: Click preview link for longer preview. <DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2005 Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Attention: Equity Capital . . . 1043521	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings Corp. – from acting under the Management Agreement as contemplated by the Registration Statement and Prospectus. (viii) With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation which was organized and existed under the laws of the State of Maryland, has operated in conformity with the requirements for qualification and taxation as a _____________ dt 1484942 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP. – <DOCUMENT> <TYPE>EX-1.1 <SEQUENCE>2 <FILENAME>y04711exv1w1.txt <DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2005 Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Attention: _____________ Newcastle Investment Corp. – Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2005 Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Attention: Equity Capital Markets Ladies and Gentlemen: Newcastle Investment Corp. , a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 par value per share (the "Common Stock"), _____________ Newcastle Investment Corp. – for Common Stock) or any interest in shares of Common Stock, except for a registration statement on Form S-8 with respect to shares of Common Stock issuable under the Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, as amended from time to time. (xi) If the Preferred Shares or Depositary Shares are convertible into shares of Common Stock or _____________ NEWCASTLE INVESTMENT CORP. – the Manager, on the other hand, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, NEWCASTLE INVESTMENT CORP. By: /s/ Debra A. Hess ------------------------------------ Name: Debra A. Hess Title: Chief Financial Officer FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 3(b), 5(f) and ( _____________ NEWCASTLE INVESTMENT CORP. – Title: Chief Operating Officer Accepted as of the date first above written WACHOVIA CAPITAL MARKETS, LLC By: /s/ Mark Waxman --------------------------------- Name: Mark Waxman Title: Director <PAGE> Exhibit A NEWCASTLE INVESTMENT CORP. [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 Avenue of the Americas New York, New York 10020 Attention: [ ] Ladies and Gentlemen: We understand that Newcastle Investment _____________ dt 1345705 ; Wachovia Capital Wachovia Capital Markets, LLC ( Financial ) As referenced in this Underwriting Agreement: Wachovia Capital Markets, LLC – DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT January 6, 2005 Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Attention: Equity Capital Markets Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), _____________ Wachovia Capital Markets, LLC – otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Wachovia Capital Markets, LLC , 7 St. Paul Street, Baltimore, Maryland 21202, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, _____________ WACHOVIA CAPITAL MARKETS, LLC – 3(b), 5(f) and (g), 10 and 12 By: /s/ Randal A. Nardone ------------------------------------ Name: Randal A. Nardone Title: Chief Operating Officer Accepted as of the date first above written WACHOVIA CAPITAL MARKETS, LLC By: /s/ Mark Waxman --------------------------------- Name: Mark Waxman Title: Director <PAGE> Exhibit A NEWCASTLE INVESTMENT CORP. [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 Avenue _____________ WACHOVIA CAPITAL MARKETS, LLC – M. (New York City time) on [-] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, WACHOVIA CAPITAL MARKETS, LLC By: ----------------------------- Name: Title: Accepted: NEWCASTLE INVESTMENT CORP. By: --------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC By: --------------------------- Name: Title: A-4 <PAGE> Exhibit B NEWCASTLE INVESTMENT CORP. [Title of _____________ Wachovia Capital Markets, LLC – Opinion of Counsel to be delivered pursuant to Section 5(c) <PAGE> ANNEX III Form of Lock-Up Agreement for Manager, FPIH, FPIH II and FIH January [ ], 2005 Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Attention: Equity Capital Markets Re: Proposed Public Offering by Newcastle Investment Corp. Ladies and Gentlemen: We refer to the proposed Underwriting Agreement _____________ dt 1485590 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement: Piper Rudnick – covenants of the Company, addressed to the Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of Piper Rudnick LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as Annex II. (d) All proceedings taken in _____________ Piper Rudnick – Underwriters' Counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of Piper Rudnick LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the _____________ Piper Rudnick – such Date of Delivery, relating to the Option Securities and otherwise substantially to the same effect as the opinion required by Sections 5(b) hereof. (iv) The favorable opinion of Piper Rudnick LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option Securities and otherwise substantially to _____________ dt 1375387 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Underwriting Agreement: Skadden, Arps – on or before the 30th day after Closing Time in accordance with such Section 3(a)(xii). (b) At the Closing Time you shall have received the written opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, dated the Closing Time and based upon certificates containing certain factual representations and covenants of the Company, _____________ Skadden, Arps – Manager, confirming that the certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii) The favorable opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option _____________ Skadden, Arps – or faxed and confirmed in writing c/o Fortress Investment Group, 1251 Avenue of the Americas, New York, New York 10020, Attention: Randal A. Nardone, Secretary, with a copy to Skadden, Arps , Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036-6522, Attention: David J. Goldschmidt; provided, however, that any notice to an Underwriter pursuant to Section _____________ dt 1431431
Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (147K) Doc #1043525: Click preview link for longer preview. <DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT November 16, 2004 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: . . . 1043525	Newcastle Newcastle Investment Holdings Corp. ( Real Estate ) As referenced in this Underwriting Agreement: Newcastle Investment Holdings Corp. – from acting under the Management Agreement as contemplated by the Registration Statement and Prospectus. (viii) With respect to each taxable year ended December 31, 1998, 1999, 2000, 2001 and 2002, Newcastle Investment Holdings Corp. ("NIH"), a corporation organized and existing under the laws of the State of Maryland, has operated, and currently intends to operate, in conformity with the requirements for qualification and _____________ dt 1484943 ; Newcastle Newcastle Investment Corp. ( Real Estate ) As referenced in this Underwriting Agreement: NEWCASTLE INVESTMENT CORP. – <DOCUMENT> <TYPE>EX-1.1 <SEQUENCE>2 <FILENAME>y68976aexv1w1.txt <DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT November 16, 2004 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies _____________ Newcastle Investment Corp. – Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT November 16, 2004 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Newcastle Investment Corp. , a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell shares of Common Stock, $.01 par value per share (the "Common Stock"), _____________ Newcastle Investment Corp. – for Common Stock) or any interest in shares of Common Stock, except for a registration statement on Form S-8 with respect to shares of Common Stock issuable under the Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, as amended from time to time. (xi) If the Preferred Shares or Depositary Shares are convertible into shares of Common Stock or _____________ NEWCASTLE INVESTMENT CORP. – the Manager, on the other hand, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, NEWCASTLE INVESTMENT CORP. By: /S/ DEBRA A. HESS ------------------------------------ Name: Debra A. Hess Title: Chief Financial Officer FORTRESS INVESTMENT GROUP LLC, solely with respect to Sections 1(b), 3(b), 5(f) and ( _____________ NEWCASTLE INVESTMENT CORP. – Title: Chief Operating Officer Accepted as of the date first above written LEHMAN BROTHERS INC. By: /S/ TIMOTHY GOULD ----------------------------------------- Name: Timothy Gould Title: Managing Director <PAGE> EXHIBIT A NEWCASTLE INVESTMENT CORP. [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 Avenue of the Americas New York, New York 10020 Attention: [ ] Ladies and Gentlemen: We understand that Newcastle Investment _____________ dt 1345706 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Underwriting Agreement: Lehman Brothers Inc – DESCRIPTION>UNDERWRITING AGREEMENT <TEXT> <PAGE> NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT November 16, 2004 Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue _____________ Lehman Brothers Inc – otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Lehman Brothers Inc ., 745 Seventh Avenue, New York, New York 10019, Attention: Equity Capital Markets, with a copy to Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York _____________ LEHMAN BROTHERS INC – 3(b), 5(f) and (g), 10 and 12 By: /S/ RANDAL A. NARDONE ------------------------------------ Name: Randal A. Nardone Title: Chief Operating Officer Accepted as of the date first above written LEHMAN BROTHERS INC . By: /S/ TIMOTHY GOULD ----------------------------------------- Name: Timothy Gould Title: Managing Director <PAGE> EXHIBIT A NEWCASTLE INVESTMENT CORP. [Title of Securities] TERMS AGREEMENT Dated: [ ] To: Newcastle Investment Corp. 1251 _____________ LEHMAN BROTHERS INC – New York City time) on [o] by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, LEHMAN BROTHERS INC . By: --------------------------- Name: Title: Accepted: NEWCASTLE INVESTMENT CORP. By: ----------------------------------- Name: Title: FORTRESS INVESTMENT GROUP LLC By: ----------------------------------- Name: Title: A-4 <PAGE> EXHIBIT B NEWCASTLE INVESTMENT CORP. [Title of _____________ Lehman Brothers Inc – OPINION OF COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(C) <PAGE> ANNEX III FORM OF LOCK-UP AGREEMENT FOR MANAGER, FPIH, FPIH II AND FIH November , 2004 Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Attention: Equity Capital Markets Re: PROPOSED PUBLIC OFFERING BY NEWCASTLE INVESTMENT CORP. Ladies and Gentlemen: We refer to the proposed Underwriting _____________ dt 1512380 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Underwriting Agreement: Piper Rudnick – covenants of the Company, addressed to the Underwriters substantially in the form attached hereto as Annex I. (c) At the Closing Time you shall have received the written opinion of Piper Rudnick LLP, special Maryland counsel to the Company, dated the Closing Time, addressed to the Underwriters substantially in the form attached hereto as Annex II. (d) All proceedings taken in _____________ Piper Rudnick – Underwriters' Counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Underwriters' Counsel may rely upon the opinion of Piper Rudnick LLP as to matters of Maryland law. (e) At the Closing Time you shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the _____________ Piper Rudnick – such Date of Delivery, relating to the Option Securities and otherwise substantially to the same effect as the opinion required by Sections 5(b) hereof. (iv) The favorable opinion of Piper Rudnick LLP, special Maryland counsel to the Company, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option Securities and otherwise substantially to _____________ dt 1375388 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Underwriting Agreement: Skadden, Arps – on or before the 30th day after Closing Time in accordance with such Section 3(a)(xii). (b) At the Closing Time you shall have received the written opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, dated the Closing Time and based upon certificates containing certain factual representations and covenants of the Company, _____________ Skadden, Arps – Manager, confirming that the certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii) The favorable opinion of Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Company and the Manager, in form and substance satisfactory to Underwriters' Counsel, dated such Date of Delivery, relating to the Option _____________ Skadden, Arps – or faxed and confirmed in writing c/o Fortress Investment Group, 1251 Avenue of the Americas, New York, New York 10020, Attention: Randal A. Nardone, Secretary, with a copy to Skadden, Arps , Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036-6522, Attention: David J. Goldschmidt; PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section _____________ dt 1431432

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