NEWCASTLE INVESTMENT CORP.
Common Stock
TERMS AGREEMENT
Dated: May 19, 2004
To: Newcastle Investment Corp.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Ladies and Gentlemen:
We understand that Newcastle Investment Corp., a corporation organized and
existing under the laws of Maryland (the "Company"), proposes to issue and sell
3,000,000 shares of common stock, set forth below (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriter named below (the "Underwriter") offers to
purchase the number of Underwritten Securities (as such term is defined in the
Underwriting Agreement referred to below) set forth below opposite its name, at
the purchase price set forth below.
NUMBER
OF SHARES OF
UNDERWRITTEN
UNDERWRITER SECURITIES
----------- ----------
Bear, ▇▇▇▇▇▇▇ & Co. Inc. 3,000,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 3,000,000
Public offering price per share: $25.75
Purchase price per share: $25.277
Number of Option Securities, if any, that may be purchased by the Underwriter:
450,000
Delayed Delivery Contracts: Not Authorized
Additional co-managers, if any: None
Terms of Lock-up: As stated in section 3(a)(x) of the Underwriting Agreement,
during the period of 45 days from the date of the Prospectus
Supplement, the Company will not, directly or indirectly,
without the prior written consent of Bear, ▇▇▇▇▇▇▇ & Co. Inc.
(a) issue, sell, offer or agree to sell, grant any option for
the sale of, pledge, make any short sale or maintain any short
position, establish or maintain a "put equivalent position"
(within the meaning of Rule 16-a-1(h) under the 1934 Act),
enter into any swap, derivative transaction or other
arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Common
Stock (whether any such transaction is to be settled by
delivery of Common Stock, other securities, cash or other
consideration) or otherwise dispose of, any Common Stock (or
any securities convertible into, exercisable for or
exchangeable for Common Stock) or interest therein of the
Company or of any of its subsidiaries, other than the
Company's sale of Shares pursuant to this Agreement and the
Company's issuance of Common Stock (i) upon the exercise of
presently outstanding options; (ii) in connection with
acquisitions by the Company or a subsidiary, and (iii) the
grant and exercise of options under, or the issuance and sale
of shares pursuant to, employee stock option plans in effect
on the date hereof or (b) file a registration statement under
the 1933 Act registering shares of Common Stock (or any
securities convertible into, exercisable for or exchangeable
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.
At the time the Underwriting Agreement and this Agreement are
executed, Bear, ▇▇▇▇▇▇▇ & Co. Inc. shall have received a
letter agreement from the Manager, Fortress Principal
Investment Holdings LLC ("FPIH"), Fortress Principal
Investment Holdings II LLC ("FPIH II") and Fortress Investment
Holdings LLC ("FIH"), and each director, officer or related
party of the Company and the Manager designated by you and
listed on Schedule II to the Underwriting Agreement,
substantially in the forms attached thereto as Annex III and
Annex IV, respectively.
Other terms: None
Closing date and location: May 25, 2004, 10:00 a.m.; Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
All of the provisions contained in the Underwriting Agreement attached as Annex
A hereto are hereby incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document are
used herein as therein defined.
2
Please accept this offer no later than 7:00 P.M. (New York City time) on May 19,
2004 by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
/s/ ▇▇▇▇▇▇▇ Parish
____________________________________
Name: ▇▇▇▇▇▇▇ Parish
Title: Senior Managing Director
Accepted:
NEWCASTLE INVESTMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
FORTRESS INVESTMENT GROUP LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer
3