Newcastle Investment Corp – NONQUALIFIED STOCK OPTION AGREEMENT (February 12th, 2002)Exhibit 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 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 Co
Newcastle Investment Corp – AGREEMENT OF LIMITED PARTNERSHIP (January 25th, 2002)Exhibit 10.2 -------------------------------------------------------------------------------- AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FORTRESS PARTNERS, L.P. a Delaware limited partnership ---------------------- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THA
Newcastle Investment Corp – MANAGEMENT AND ADVISORY AGREEMENT (January 25th, 2002)Exhibit 10.1 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 Managemen
Newcastle Investment Corp – SEE REVERSE FOR IMPORTANT NOTICE (January 25th, 2002)Exhibit 4.1 NEW CASTLE INVESTMENT CORP. A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT ,or its registered assigns, is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF NEW CASTLE INVESTMENT CORP. ("THE CORPORATION") CERTIFICATE OF STOCK transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly end
Newcastle Investment Corp – SUBSCRIPTION AGREEMENT FOR FORTRESS INVESTMENT FUND LLC (December 27th, 2001)Exhibit 10.6 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 "Memorandu
Newcastle Investment Corp – LIMITED LIABILITY COMPANY AGREEMENT (December 27th, 2001)Exhibit 10.3 LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC Dated as of February 6, 1998 TABLE OF CONTENTS Page ----------------------------------------------------------------------------------------------------- ARTICLE I DEFINITIONS................................................................................1 SECTION 1.1 Definitions..........................................................1 ARTICLE II GENERAL PROVISIONS.........................................................................8
Newcastle Investment Corp – RIGHTS AGREEMENT (December 27th, 2001)Exhibit 4.2 -------------------------------------------------------------------------------- RIGHTS AGREEMENT BETWEEN FORTRESS INVESTMENT CORP. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF JUNE 4, 1998 -------------------------------------------------------------------------------- TABLE OF CONTENTS Section 1. Certain Definitions........................................... 1 Section 2. Appointment of Rights Agent................................... 8 Section 3. Issuance of Rights Certificates...............................
Fortress Investment Corp – REGISTRATION RIGHTS AGREEMENT (September 8th, 1998)1 EXHIBIT 4.2 -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT by and among FORTRESS INVESTMENT CORP., FORTRESS PARTNERS, L.P. and NATIONSBANC MONTGOMERY SECURITIES LLC dated June 10, 1998 -------------------------------------------------------------------------------- 2 REGISTRATION RIGHTS AGREEMENT (Fortress Investment Corp.) June 10, 1998 INTRODUCTORY. This Registration Rights Agreement is made and entered into as of June 10, 1998, by and among Fortress Investment Corp., a Maryland corporatio
Fortress Investment Corp – REGISTRATION RIGHTS AGREEMENT (September 8th, 1998)1 EXHIBIT 4.3 -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT by and among FORTRESS INVESTMENT CORP., FORTRESS PARTNERS, L.P. and FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC AND THE ADDITIONAL PURCHASERS dated as of June 10, 1998 -------------------------------------------------------------------------------- 2 REGISTRATION RIGHTS AGREEMENT Fortress Investment Corp. INTRODUCTORY. This Registration Rights Agreement is made and entered into as of June 10, 1998, by and among Fortress Investment Corp., a Maryland corporation (the "Company"), Fort
Fortress Investment Corp – RIGHTS AGREEMENT (September 8th, 1998)1 Exhibit 4.4 -------------------------------------------------------------------------------- RIGHTS AGREEMENT BETWEEN FORTRESS INVESTMENT CORP. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF JUNE 4, 1998 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Section 1. Certain Definitions......................................1 Section 2. Appointment of Rights Agent..............................8 Section 3. Issuance of Rights Certificates..........................8 Section 4. Form of Rights Certificates.............................
Fortress Investment Corp – SEE REVERSE FOR IMPORTANT NOTICE ON (September 8th, 1998)1 Exhibit 4.1 FORTRESS INVESTMENT CORP. a Corporation Formed Under the Laws of the State of Maryland Number ___ __________ Shares SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP _______________ THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK THIS CERTIFIES THAT CEDE & CO., or its registered assigns, is the owner of ___________________ (___________) FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF FORTRESS INVESTMENT CORP. (the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares rep
Fortress Investment Corp – MANAGEMENT AND ADVISORY AGREEMENT (September 8th, 1998)1 Exhibit 10.1 MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of June 10, 1998 (the "Agreement") by and among FORTRESS INVESTMENT CORP. , a Maryland corporation (the "REIT"), FORTRESS PARTNERS, L. P., a Delaware limited partnership (the "Operating Partnership," and, collectively with the REIT, 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 REIT expects to qualify for the tax benefits accorded by Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, the REIT is the sole general partner of the Operating Partnership and has contributed (or will contribute on the Closing Date) to the Operating Partnership all
Fortress Investment Corp – LIMITED LIABILITY COMPANY AGREEMENT (September 8th, 1998)1 Exhibit 10.3 LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC Dated as of February 6, 1998 2 TABLE OF CONTENTS Page 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; Permitte
Fortress Investment Corp – LOAN AGREEMENT (September 8th, 1998)1 Exhibit 10.5 EXECUTION COPY LOAN AGREEMENT Dated as of July 31, 1998 by and among THE BORROWERS LISTED ON SCHEDULE 1 HERETO as joint and several Borrowers, MERIDIAN FUNDING COMPANY, LLC, as the Lender and BANKERS TRUST COMPANY as the Collateral Agent 2 TABLE OF CONTENTS Page ----
Fortress Investment Corp – ASSET PURCHASE AGREEMENT (September 8th, 1998)1 Exhibit 10.4 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 1, 1998, between (UBS SECURITIES (SWAPS) INC., successor-by-merger to UBS Mortgage Finance, Inc. (the "Seller"), and FORTRESS GSA PROPERTIES LLC (the "Buyer"). RECITALS A. The Seller is the owner of the assets (the "Assets") listed on Schedule 1. B. The Seller desires to sell the Assets to the Buyer, and the Buyer desires to purchase the Assets from the Seller, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: 1. Sale of the Assets. On the terms and subject to the conditions of this Agreement. the Seller shall
Fortress Investment Corp – AGREEMENT OF LIMITED PARTNERSHIP (September 8th, 1998)1 Exhibit 10.2 AGREEMENT OF LIMITED PARTNERSHIP OF FORTRESS PARTNERS, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR
