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
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
mutual promises, representations and warranties and covenants hereinafter set
forth and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
ARTICLE I
Purchase and Sale of the Shares
Section 1.1 Purchase and Sale of the Shares. Upon the terms
and subject to the conditions contained in this Agreement, Seller agrees to
sell to Buyer, and Buyer agrees to purchase from Seller, the Shares for an
aggregate purchase price of $34,782.66 ($15.97 per share) (the "Purchase
Price").
Section 1.2 Closing. The closing of the purchase and sale of
the Shares (the "Closing") shall occur on the date hereof.
ARTICLE II
General Provisions
Section 2.1 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
regard to principles of choice of law or conflicts of laws.
Section 2.2 Entire Agreement. This Agreement, contains the
entire agreement and understanding of the parties with respect to the subject
matter contained in this Agreement and, except as otherwise set forth in this
Agreement, all prior agreements or understandings whether written or oral of
the parties with respect to such subject matter are revoked and of no further
force and effect.
Section 2.3 Headings. The headings used in this Agreement
are inserted for convenience and reference only and are not to be used in
construing or interpreting any of the provisions of this Agreement.
Section 2.4 Counterparts. This Agreement may be executed in
any number of counterparts, which may be by facsimile, all of which
counterparts taken together shall constitute one and the same agreement.
Section 2.5 Invalidity or Unenforceability. If any provision
of this Agreement or the application thereof to any circumstance shall, for
any reason and to any extent, be invalid or unenforceable, the remainder of
this Agreement shall not be affected thereby and the application of such
provision to other circumstances shall not be affected thereby, but rather
shall be enforced to the greatest extent permitted by 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/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC,
as Seller
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Manager
