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 | 2008 |
Management and Advisory Agreement
Management and Advisory Agreement (10K)
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3407566
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| 2006 |
Management Advisory Agreement
Management Advisory Agreement (14K)
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1688793
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| 2005 |
Management Advisory Agreement
Management Advisory Agreement (21K)
Doc #1508323: Click preview link for longer preview.
MANAGEMENT ADVISORY AGREEMENT
THIS MANAGEMENT ADVISORY AGREEMENT ("Advisory Agreement"), is executed
as of November 3, 2004 by and among Klesch & Company Limited (the "Advisor"),
TAL International Group, Inc., a Delaware corporation (the "Company"), and its
direct or indirect subsidiaries, including those party hereto (each are referred
to as a "Subsidiary" and collectively as the "Subsidiaries").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Advisor has and/or . . .
1508323
| |
TLI
As referenced in this Management Advisory Agreement:
Transamerica Leasing, Inc – excess of $1,250,000. Such fee will be paid
quarterly in arrears on each Payment Date (as defined in the Credit Agreement
dated as of November 3, 2004, among Transamerica Leasing, Inc ., Trans Ocean
Ltd., Trans Ocean Container Corporation, the Lenders party thereto and Fortis
Bank (Nederland) N.V. (the "Senior Credit Agreement"), starting with a payment
in respect of the
_____________
dt 1505025
|
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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
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
;
Newcastle
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
;
| Fortress Investment Group LLC
|
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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
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
;
|
Newcastle
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
|
Preview
Full Doc
| 2003 |
Management and Advisory Agreement
Management and Advisory Agreement (84K)
Doc #334348: Click preview link for longer preview.
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT is made as of July 1,
2003 (the "Agreement") by and among ARBOR REALTY TRUST, INC., a Maryland
corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Operating Partnership", and together with Parent REIT,
collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York
limited liability company (together with its permitted assigns, "Manager").
W I T N E S S E T H :
WHEREAS, Parent REIT expects to qualify for the tax benefits
available to a REIT (as defined below);
WHEREAS, Arbor Realty GPOP, Inc., a Delaware corporation and a
wholly owned subsidiary of the Parent REIT ("GPOP") is the sole general partner
of the Operating Partnership and Arbor Realty LPOP, Inc., a Delaware corporation
and a wholly owned subsidiary of the Parent REIT ("LPOP") is a limited partner
of the Operating Partnership, and Parent REIT has contributed (or will
contribute on the Closing Date (as defined below)) to GPOP and LPOP all of its
assets (including, without limitation, all of the proceeds of the initial 144A
securities offering of the Common Shares, as further described in that certain
Offering Memorandum, dated June 26, 2003 (the "Offering Memorandum"), and GPOP
and LPOP will in turn contribute such assets to the Operating Partnership, and
the Parent REIT will conduct substantially all of its operations through the
Operating Partnership;
WHEREAS, Parent REIT and the Operating Partnership desire to
avail themselves of the experience, sources of information, advice, assistance
and certain facilities of or available to Manager and to have Manager undertake
the duties and responsibilities hereinafter set forth on behalf of Parent REIT
and the Operating Partnership as provided in this Agreement; and
WHEREAS, Manager is willing 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:
1. Definitions. The following terms have the meanings assigned
them:
(a) "Agreement" has the meaning assigned in the first
paragraph.
(b) "Board of Directors" means the Board of Directors of
Parent REIT first named herein, the provisions of Section 1(mm) to the contrary
notwithstanding.
1
{PAGE}
(c) "Change of Control" means a change in the direct or
indirect (i) beneficial ownership of more than fifty percent (50%) of the
combined voting power (of any Person together with any affiliates of such Person
or Persons otherwise associated or acting in concert with such Person) of
Manager's then outstanding equity interests, or (ii) power to direct or control
the management policies of Manager, whether through the ownership of beneficial
equity interests, common directors or officers, by contract or otherwise. Change
of Control shall not include public offerings of the capital stock of Manager or
any assignment of this Agreement by Manager as permitted hereby and in
accordance with the terms hereof.
(d) "Closing Date" means the date of this Agreement,
being the date of closing of Parent REIT's private placement of Common Shares as
identified in the Offering Memorandum.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Common Share" means a share of capital stock of
Parent REIT now or hereafter authorized and issued as common voting stock of
Parent REIT.
(g) "Company" has the meaning assigned in the first
paragraph.
(h) "Company Account" has the meaning assigned in Section
5.
(i) "Company Target Investments" means multifamily and
commercial mortgage loans and customized financing transactions, including
bridge loans, mezzanine loans, preferred equity investments, note acquisitions
and participation interests in owners of real properties.
(j) "Company Termination Notice" has the meaning assigned
in Section 13(b).
(k) "Deferred Interest" has the meaning assigned in
Section 8(c).
(l) "Effective Termination Date" has the meaning assigned
in Section 13(b).
(m) "Excess Funds" has the meaning assigned in Section
2(f).
(n) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(o) "Expenses" has the meaning assigned in Section 9.
(p) "Funds from Operations" has the meaning assigned 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.
(q) "GAAP" means generally accepted accounting principles
in effect in the U.S. on the date such principles are applied, consistently
applied.
2
{PAGE}
(r) "Governing Instruments" means, with respect to any
Person, the articles of incorporation and bylaws in the case of a corporation,
the certificate of limited partnership (if applicable) and partnership agreement
in the case of a general or limited partnership or the articles of formation and
operating agreement in the case of a limited liability company.
(s) "Guidelines" has the meaning assigned in Section
2(b)(i).
(t) "Incentive Fee" has the meaning assigned in Section
8(d)(i).
(u) "Incentive Fee Payment" has the meaning assigned in
Section 8(d)(ii).
(v) "Independent Directors" means the members of the
Board of Directors who are not officers or employees of Manager and who are
otherwise "independent" in accordance with Parent REIT's Governing Instruments.
(w) "Initial Assets" means the investments contributed to
the Company on the Closing Date described on pages 44 through 52 of the Offering
Memorandum.
(x) "Invested Equity" has the meaning assigned in Section
8(a)(i).
(y) "Investment Company Act" means the Investment Company
Act of 1940, as amended.
(z) "Investments" means the investments of the Company.
(aa) "Management Fee" has the meaning assigned in Section
8(a)(i).
(bb) "Management Fee Payment" has the meaning assigned in
Section 8(a)(ii).
(cc) "Manager" has the meaning assigned in the first
paragraph.
(dd) "Manager Indemnified Party" has the meaning assigned
in Section 11(b).
(ee) "Manager Parties" has the meaning assigned in Section
3(b).
(ff) "Manager Target Investments" has the meaning assigned
in Section 3(c).
(gg) "Manager Termination Notice" has the meaning assigned
in Section 13(d).
(hh) "Notice of Proposal to Negotiate" has the meaning
assigned in Section 13(c).
(ii) "Non-Competition Agreement" means that certain
Non-Competition Agreement, dated as of the date hereof, among Parent REIT, the
Operating Partnership and Principal.
(jj) "Offering Memorandum" has the meaning assigned in the
recitals.
3
{PAGE}
(kk) "OP Unit" means a unit of partnership interest in the
Operating Partnership now or hereafter authorized and issued as a unit of
partnership interest in the Operating Partnership.
(ll) "Operating Partnership" has the meaning assigned in
the first paragraph.
(mm) "Parent REIT" has the meaning assigned in the first
paragraph. All references herein to Parent REIT shall, except as otherwise
expressly provided herein, be deemed to include the Parent REIT first named
herein and the Subsidiaries of the Parent REIT; provided, that unless any such
Subsidiary seeks to qualify for the tax benefits available to a REIT, provisions
of this Agreement contemplating Parent REIT's status as a REIT shall apply only
to Parent REIT and not to such Subsidiary, other than to the extent the same
affect the Parent REIT first named herein.
(nn) "Person" means any individual, corporation,
partnership, joint venture, limited liability company, estate, trust,
unincorporated association, any federal, state, county or municipal government
or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.
(oo) "Principal" means Ivan Kaufman, an individual.
334348
|
Arbor Realty
As referenced in this Management and Advisory Agreement:
ARBOR REALTY TRUST, – txt
{DESCRIPTION}MANAGEMENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.1
MANAGEMENT AND ADVISORY AGREEMENT
THIS MANAGEMENT AND ADVISORY AGREEMENT is made as of July 1,
2003 (the "Agreement") by and among ARBOR REALTY TRUST, INC., a Maryland
corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Operating Partnership", and together with Parent REIT,
collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE,
_____________
Arbor Realty Trust, – facsimile transmission against answerback, or
(d) delivery by registered or certified mail, postage prepaid, return receipt
requested, addressed as set forth below:
If to Parent REIT
or the Operating Partnership: Arbor Realty Trust, Inc.
333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Attention: Chairman of the Board of Directors
Facsimile: 516-832-8043
If to Manager: Arbor Commercial Mortgage, LLC
_____________
ARBOR REALTY TRUST, – date first above written.
Manager:
ARBOR COMMERCIAL MORTGAGE, LLC,
a New York limited liability company
By: /s/ Frederick C. Herbst
-----------------------------
Name: Frederick C. Herbst
Title: Chief Financial Officer
Parent REIT:
ARBOR REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Frederick C. Herbst
----------------------------------
Name: Frederick C. Herbst
Title: Chief Financial Officer
Operating Partnership:
ARBOR REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Arbor
_____________
dt 1389411
;
Fannie Mae
As referenced in this Management and Advisory Agreement:
Fannie Mae – agrees not to, pursue any investment
opportunities consisting of multifamily and commercial mortgage loans that meet
the underwriting and approval guidelines of (i) Fannie Mae , (ii) the Federal
Housing Administration, and (iii) conduit commercial lending programs secured by
first liens on real property (collectively, "Manager Target Investments").
(
_____________
dt 702340
;
| Arbor Realty Limited Partnership;
Arbor Commercial Mortgage, LLC
|
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
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
;
|
Newcastle
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
|
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
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
;
|
Newcastle
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
|
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
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Newcastle
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
|
| Full Doc
| 2001 |
Management Advisory Agreement
Management Advisory Agreement (12K)
Doc #1122817: This document is immediately available for purchase, but does not have a preview available for viewing.
1122817
| | |
Preview
Full Doc
| 1997 |
Management Advisory Agreement
Management Advisory Agreement (13K)
Doc #116550: Click preview link for longer preview.
MANAGEMENT ADVISORY AGREEMENT
THIS MANAGEMENT ADVISORY AGREEMENT (the "Agreement")
is made and entered into effective as of April 18, 1997, between
Del Monte Corporation, a New York corporation (the "Company") and
TPG Partners, L.P., a Delaware limited partnership (together with
its successors, "TPG").
1. Retention. The Company hereby acknowledges that it
has retained TPG, and TPG acknowledges that, subject to
reasonable advance notice in order to accommodate scheduling, TPG
will provide management advisory services to the Company as
requested by the Board of Directors of the Company during the
term of this Agreement.
2. Term. The term of this Agreement shall continue
until the earlier to occur of (i) the tenth anniversary of the
date hereof, or (ii) the date on which TPG and its affiliates
cease to own beneficially, directly or indirectly, at least
twenty-five percent of the voting power of the securities of Del
Monte Foods Company, a Maryland corporation, or its successors.
3. Compensation.
(a) As compensation for TPG's services under this
Agreement, the Company shall be obligated to pay to TPG an annual
fee (the "Management Advisory Fee") of $500,000 (the "Base Fee"),
subject to adjustment pursuant to paragraphs (b) and (c) below
and prorated on a daily basis for any partial calendar year
during the term of this Agreement. The Management Advisory Fee
shall be payable in equal quarterly installments on each January
1, April 1, July 1, and October 1 during the term of this
Agreement (each a "Payment Date"), beginning with the first
Payment Date following the date hereof. All payments shall be
made by wire transfer of immediately available funds to such
account as TPG may designate from time to time in writing.
(b) On the first day of each fiscal year of the
Company during the term of this Agreement, the Management
Advisory Fee applicable to such fiscal year shall be adjusted to
an annual amount equal to (i) the budgeted consolidated annual
net sales of the Company and its subsidiaries for such fiscal
year, multiplied by (ii) 0.05% (the "Percentage"); provided,
however, that in no event shall the annual Management Advisory
Fee be less than the Base Fee.
(c) On each occasion that the Company or any of
its subsidiaries shall acquire another entity or business during
the term of this Agreement, the annual Management Advisory Fee
for the calendar year in which such acquisition occurs shall be
adjusted prospectively (i.e., for periods subsequent to such
acquisition until the next adjustment pursuant to clause (b)
above), as of the closing of such acquisition, to an annual
amount equal to the product of (i) the pro forma combined
budgeted consolidated annual net sales of the Company and its
subsidiaries for the entire then-current fiscal year of the
Company (including the sales of
116550
|
Del Monte Foods
As referenced in this Management Advisory Agreement:
DEL MONTE FOODS CO –
DEL MONTE FOODS CO
_____________
dt 1851374
;
Del Monte Corporation;
| TPG Partners, L.P.
|