Craig Corp Sample Contracts

Craig Corp – AGREEMENT IN PRINCIPLE (July 19th, 2001)

EXHIBIT 10 AGREEMENT IN PRINCIPLE This Agreement in Principle ("Agreement") is entered into as of this 18th day of July, 2001, by and among Craig Corporation, a Nevada corporation ("Craig"), Citadel Holding Corporation, a Nevada corporation ("Citadel") and Reading Entertainment, Inc., a Nevada corporation ("Reading"), with reference to the following facts: WHEREAS, Craig, Citadel and Reading currently operate as an interrelated family of companies, with substantially overlapping management and ownership; WHEREAS, the respective Boards of Directors of the three companies have determined that it would be in the best interests of their respective companies and their respective stockholders if the three companies were to be consolidated into a single publicly traded entity; and WHEREAS the three companies wish to set forth the general terms under which they would be willing, subject to

Craig Corp – CRAIG, READING AND CITADEL ENTER INTO CONSOLIDATION AGREEMENT IN PRINCIPLE (July 19th, 2001)

EXHIBIT 99 READING ENTERTAINMENT CITADEL HOLDING CORPORATION CRAIG CORPORATION CRAIG, READING AND CITADEL ENTER INTO CONSOLIDATION AGREEMENT IN PRINCIPLE For Information Contact: Andrzej Matyczynski Chief Financial Officer (213) 239-0555 Los Angeles, California: July 19, 2001. Craig Corporation ("Craig") (NYSE: "CRG/CRGPR"), Reading Entertainment, Inc. ("Reading") (NASDAQ: "RDGE") and Citadel Holding Corporation ("Citadel") (AMEX: "CDL.A", "CDL.B") announced today that an Agreement in Principle has been entered into among the three companies providing for the consolidation of the three companies under Citadel, in a merger of equals transaction (the "Consolidation"). In the proposed Consolidation each holder of Reading Common Stock will r

Craig Corp – STOCK PURCHASE AND STANDSTILL AGREEMENT (November 20th, 2000)

Exhibit 10.30 Standstill Agreement STOCK PURCHASE AND STANDSTILL AGREEMENT This STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of November 3, 2000 (this "Agreement"), is made and entered into by and among READING ENTERTAINMENT, INC., a Nevada corporation ("Reading"), FA, INC., a Nevada corporation and a wholly owned subsidiary of Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig" and, collectively with Reading, FA and Citadel, the "Stockholders"), on the one hand, and NATIONAL AUTO CREDIT, INC., a Delaware corporation ("NAC" or the "Company"), on the other hand. WHEREAS, certain disputes and differences have arisen between the Company and Sam J. Frankino, a former executive officer and current director and stockholder of the Company ("Frankino"), and certain of his affiliates (collectively, the "Frankino

Craig Corp – PURCHASE AGREEMENT (April 14th, 2000)

EXHIBIT 10.29 ================================================================================ PURCHASE AGREEMENT AMONG NATIONAL AUTO CREDIT, INC., NATIONAL CINEMAS, INC. FA, INC. and READING ENTERTAINMENT, INC. ______________________________ Dated as of April 5, 2000 ______________________________ ================================================================================ TABLE OF CONTENTS ----------------- Page

Craig Corp – 1999 STOCK OPTION PLAN (April 14th, 2000)

EXHIBIT 10.27 1999 STOCK OPTION PLAN OF CRAIG CORPORATION 1. PURPOSES OF THE PLAN -------------------- The purposes of the 1999 Stock Option Plan ("Plan") of Craig Corporation, a Delaware corporation (the "Company"), are to: (a) Encourage selected employees, directors and consultants to improve operations and increase profits of the Company; (b) Encourage selected employees, directors and consultants to accept or continue employment or association with the Company or its Affiliates; and (c) Increase the interest of selected employees, directors and consultants in the Company's welfare through participation in the growth in value of the Company Stock and Class A Common Preference Stock of the Company (collectively, the "Company Stock"). Options granted under this Plan ("Opti

Craig Corp – KEY PERSONNEL RETIREMENT PLAN (April 15th, 1999)

EXHIBIT 10.27 CRAIG CORPORATION KEY PERSONNEL RETIREMENT PLAN 1. NAME AND GENERAL PURPOSE The name of the Plan is the Craig Corporation Key Personnel Retirement Plan. The purpose of the Plan is to provide a retirement plan for the Company's principal executives and consultants. 2. DEFINITIONS 2.1 "ACCOUNT" means the account established on the books and records of the Company for each Participant to which is credited all amounts accrued by such Participant during his or her participation in the Plan. 2.2 "ANNUAL ADDITION" means the amount added to a Participant's Account as provided under Section 5. 2.3 "BENEFICIARY" means the person or persons designated to be the Beneficiary by the Participant in writing to the Committee. In the event a married Participant designates someone other than his or h

Craig Corp – MASTER MANAGEMENT AGREEMENT (April 15th, 1998)

Exhibit 10.50 ------------- MASTER MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as of the 26/th/ day of November, 1997, by and between ANGELIKA HOLDINGS, INC., a Delaware corporation ("Owner"), and CITY CINEMAS CORPORATION, a New York corporation ("Manager"). RECITALS A. Owner directly or through certain wholly owned subsidiaries is the owner of certain multiplex cinemas located in various cities in the United States. B. Manager is experienced in operating and managing multiplex cinemas and buying and booking films. C. Owner desires to engage Manager to manage certain of these cinemas pursuant to the terms set forth hereinbelow. AGREEMENT NOW, THEREFORE, in consideration of the above st

Craig Corp – AMENDED AND RESTATED STOCK OPTION AGREEMENT (April 15th, 1998)

CRAIG CORPORATION AMENDED AND RESTATED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED AGREEMENT ("this Amended Agreement") is made and entered into as of this 8th day of December 1997, by and between CRAIG CORPORATION, a Delaware corporation (the "Company"), and JAMES J. COTTER ("Mr. Cotter"), for the purpose of amending in certain respects and restating in its entirety the certain Stock Option Agreement, dated as of June 12, 1995, between the Company and Mr. Cotter (the "Original Agreement") as set forth here in. W I T N E S S E T H - - - - - - - - - - NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows: 1. Exchange of Original Agreement. This Amended Agreement is hereby ------------------------------ executed and deli

Craig Corp – Stock Option Agreement (April 15th, 1998)

Craig Corporation Stock Option Agreement THIS AGREEMENT is made and entered into as of the 26th day of February, 1993 by and between CRAIG CORPORATION, a Delaware corporation (the "Company"), and S. CRAIG TOMPKINS (the "Employee"). WITNESSETH: WHEREAS, the Company desires to grant to Employee as of this 26th day of February, 1993 (the "date of the grant") an option to purchase all or any part of 17,500 shares of Class A Common Preference Stock of the Company upon the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows: 1. Grant of Option. The Company grants to the Employee the right and option --------------- to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of 17

Craig Corp – MANAGEMENT AGREEMENT (April 25th, 1997)

EXHIBIT 10.42 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of August, 1996, by and between ANGELIKA FILM CENTERS LLC, a Delaware limited liability company ("Owner"), and CITY CINEMAS CORPORATION, a New York corporation ("Manager"). RECITALS A. Owner is the current owner or lessee under the lease dated as of March 4, 1988 (as amended, modified or supplemented from time to time, the "Lease") between Cable Building Associates, as lessor, and Houston Cinema Inc., as lessee, of the premises commonly known as the Angelika Theatre (the "Theatre") located at 18 W. Houston, in the Borough of Manhattan, City of New York, as such Lease was subsequently assigned to Angelika Film Centers, Inc., and then further assigned to the Company. B. Manager is experienced in operating and managing mo

Craig Corp – STANDARD FORM OF STORE LEASE (April 25th, 1997)

EXHIBIT 10.40 STANDARD FORM OF STORE LEASE The Real Estate Board of New York, Inc. AGREEMENT OF LEASE, made as of this 4th day of March 1988, between CABLE BUILDING ASSOCIATES, having an office at c/o H.D. Carlisle Construction Corp., 58-47 Francis Lewis Boulevard, Bayside, New York 11364, party of the first part, hereinafter referred to as Owner, and HOUSTON CINEMA, INC., a New York corporation, having an office at c/o Angelika Films, 1974 Broadway, New York, New York 10023, party of the second part, hereinafter referred to as Tenant. WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner certain premises located on the ground floor and basement levels, substantially as shown by outlining on the floor plans annexed hereto and made a part hereof as Exhibit "A" in the building known as 611 Broadway (the "Building" or "building") in the Borough of Manhattan, City of New Yor

Craig Corp – ASSET PURCHASE AND SALE AGREEMENT (April 25th, 1997)

EXHIBIT 10.36 ANGELIKA THEATRE ---------------- ASSET PURCHASE AND SALE AGREEMENT --------------------------------- This Purchase and Sale Agreement (this "Agreement") is made and entered into as of this 1st day of July, 1996 by and among READING INVESTMENT COMPANY, INC., a Delaware corporation ("Reading"), ANGELIKA FILM CENTERS, INC., a New York corporation ("Seller"), and HOUSTON CINEMA, INC., a New York corporation ("Houston"). RECITALS -------- A. Seller owns certain Assets (as hereafter defined) consisting of, among other things, the assets used in connection with the business operations thereon commonly known as the Angelika Film Center Theatre and Cafe (the "Angelika Theatre"). B. Houston w

Craig Corp – NON-NEGOTIABLE SECURED PROMISSORY NOTE (April 25th, 1997)

EXHIBIT 10.38 NON-NEGOTIABLE SECURED PROMISSORY NOTE $2,000,000.00 New York, N.Y. August 27, 1996 FOR VALUE RECEIVED, the undersigned, ANGELIKA FILM CENTERS LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, having an office located at c/o Reading Theaters, 950 Third Avenue, New York, New York 10022-1207 ("Maker"), hereby promises to pay to ANGELIKA FILM CENTERS, INC., having an office at c/o Skolnick & Hochberg, P.C., 122 east 42 Street, New York, N.Y. 10168 ("Payee"), or at such other place in New York as may be designated from time to time by the Payee, the sum of TWO MILLION DOLLARS ($2,000,000) and to pay interest on the unpaid principal from the date hereof at a rate equal to the thirteen (13) week Treasury Bill rate, as it changes an

Craig Corp – STOCK PLEDGE AGREEMENT (April 25th, 1997)

EXHIBIT 10.47 STOCK PLEDGE AGREEMENT ---------------------- STOCK PLEDGE AGREEMENT, dated as of April 11, 1997 (as amended from time to time, the "Agreement"), by and among CRAIG CORPORATION, a Delaware --------- corporation ("Pledgor"), and CITADEL HOLDING CORPORATION, a Delaware corporation ------- (the "Secured Party"). ------------- R E C I T A L S --------------- A. The Pledgor holds a warrant (the "Warrant") to purchase Six Hundred Sixty-Six Thousand (666,000) shares of common stock (the "Common Stock") of the Secured Party at an exercise price of Three Dollars ($3.00) per share, which Warrant the Pledgor plans to exercise on April 11, 1997. B. The Secured Party has agreed to make a loan to the Pledgor, which loan shall be eviden

Craig Corp – ASSET PURCHASE AND SALE AGREEMENT (April 25th, 1997)

EXHIBIT 10.37 AMENDMENT TO ------------ ANGELIKA THEATRE ---------------- ASSET PURCHASE AND SALE AGREEMENT --------------------------------- This Amendment (the "Amendment Agreement") to the Angelika Theatre Asset Purchase and Sale Agreement dated as of July 1, 1996 (the "Sale Agreement") is made and entered into as of this 27th day of August, 1996 by and among READING INVESTMENT COMPANY, INC., a Delaware corporation ("Reading"), ANGELIKA FILM CENTERS, INC., a New York corporation ("Seller"), and HOUSTON CINEMA, INC., a New York corporation ("Houston"). RECITALS -------- A. The Sale Agreement was previously modified by Letter Agreements dated July 9, 1996 and July 24, 199

Craig Corp – REGISTRATION RIGHTS AGREEMENT (April 25th, 1997)

EXHIBIT 10.34 ASSET PUT AND REGISTRATION RIGHTS AGREEMENT This Asset Put and Registration Rights Agreement (this "Agreement") is --------- entered into as of this 15th day of October, 1996 by and among Reading Entertainment, Inc., a Delaware corporation ("Reading Entertainment"), Citadel --------------------- Holding Corporation, a Delaware corporation ("Citadel"), and Citadel Acquisition ------- Corp., Inc., a Delaware corporation ("CAC"), with reference to the following: --- A. The parties to this Agreement are also parties to an Exchange Agreement dated as of August --, 1996 (t

Craig Corp – SECURED PROMISSORY NOTE (April 25th, 1997)

EXHIBIT 10.48 SECURED PROMISSORY NOTE $1,998,000.00 Los Angeles, California April 11, 1997 FOR VALUE RECEIVED, the undersigned, CRAIG CORPORATION, a Delaware corporation, with an address at 550 South Hope Street, Suite 1825, Los Angeles, California, 90071 ("Craig"), hereby promises to pay to the order of CITADEL HOLDING CORPORATION ("CHC"), at CHC's office at 550 South Hope Street, Suite 1825, Los Angeles, California, 90071, or at such other place as CHC or other holder (the "Holder") of this Note (this "Note") may from time to time designate, the principal sum ("Principal Sum") of ONE MILLION NINE HUNDRED NINETY-EIGHT THOUSAND AND 00/100 DOLLARS ($1,998,000.00) together with interest thereon at the rate hereinafter specified and any and all other sums which may be owing

Craig Corp – LEASE RENTAL PURCHASE AGREEMENT (April 25th, 1997)

Exhibit 10.46 LEASE RENTAL PURCHASE AGREEMENT ------------------------------- This Purchase Agreement, dated as of the 31st day of December, 1996, by and between FA, INC., having an office and place of business at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810, as seller (the "Seller"), and Ralion Financial Services, Inc., having an office and place of business at 54 Sasco Hill Road, Fairfield, Connecticut 06430, as buyer (the "Buyer"). WITNESSETH: ---------- WHEREAS, Seller is the owner of certain equipment described on Schedule A annexed hereto (the "Equipment"), which is presently being leased by Seller to Equipment Leasing Associates 1995-VI Limited Partnership the ("Lessee")

Craig Corp – EXCHANGE AGREEMENT (April 25th, 1997)

EXHIBIT 10.33 EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 4, 1996 BY AND AMONG READING ENTERTAINMENT, INC. READING COMPANY CRAIG CORPORATION CRAIG MANAGEMENT, INC. CITADEL HOLDING CORPORATION AND CITADEL ACQUISITION CORP., INC. TABLE OF CONTENTS ----------------- Page 1. DEFINITIONS........................................................... 1 2. EXCHANGE.............................................

Craig Corp – PLEDGE AGREEMENT (April 25th, 1997)

EXHIBIT 10.39 PLEDGE AGREEMENT AGREEMENT made the 27th day of August 1996, by and among ANGELIKA FILM CENTERS, INC., a corporation organized and existing under the laws of the State of New York, having its principal offices at c/o Skolnick & Hochberg, P.C., 122 East 42 Street Suite 1507, New York, N.Y. 10168 (hereinafter "Secured Party") and ANGELIKA FILM CENTERS LLC, a limited liability company organized and existing under the laws of the State of Delaware having an office c/o Reading Theaters, 950 Third Avenue, New York, N.Y. 10022-1207 (hereinafter "Debtor"). STATEMENT OF FACTS (A) Secured Party is owed the sum of TWO MILLION DOLLARS ($2,000,000) pursuant to the provisions of a certain Angelika Theatre Asset Purchase and Sale Agreement dated as of July 1, 1996 between the Secured Party and Reading Investment Company, Inc. ("Reading"), Debtor's assignor (hereinafter the "S

Craig Corp – PURCHASE AGREEMENT (April 25th, 1997)

Exhibit 10.43 PURCHASE AGREEMENT ------------------ Equipment Leasing Associates 1995-VI Limited Partnership ("Seller") hereby agrees to sell certain equipment to FA, Inc. ("Buyer") on the terms and conditions set forth below in this Purchase Agreement and the parties further agree that this Purchase Agreement shall establish binding commitments and unconditional promises of the parties hereto with respect to the subject matter hereof. 1. Purchase and Sale of Equipment. The equipment being purchased is ------------------------------ more particularly described on Schedule A hereto ("Equipment"). Buyer acknowledges that the Equipment is presently being leased to the various parties set forth on the pages attached to Schedule A, and is being conveyed subject to such leases. Buyer also acknowledges that the Equipm

Craig Corp – Limited Liability Company Agreement (April 25th, 1997)

EXHIBIT 10.41 ------------- Limited Liability Company Agreement ----------------------------------- This Limited Liability Company Agreement of Angelika Film Centers LLC is made and entered into as of this 27th day of August, 1996 by and between the Members. For and in consideration of the mutual covenants, rights, and obligations set forth herein, the benefits to be derived therefrom, than other good and valuable consideration, the receipt and sufficiency of which each Member acknowledges, the Members agree as follows: ARTICLE I DEFINITIONS, CONSTRUCTION 1.1 Definitions. When used herein, the following capitalized terms ----------- shall have the meanings indicated: "Act" means the Delaware Limited Liability Company Act and any

Craig Corp – MASTER LEASE AGREEMENT (April 25th, 1997)

Exhibit 10.44 MASTER LEASE AGREEMENT ---------------------- MASTER LEASE AGREEMENT, dated as of December 20, 1996, ("Lease"), between FA, Inc. ("Lessor"), and Equipment Leasing Associates 1995-VI Limited Partnership ("Lessee"). Lessor agrees to lease the equipment and accessories thereto listed on Schedule A attached hereto (the "Equipment") to Lessee, and Lessee hereby agrees to lease the Equipment from Lessor, on the terms and subject to the conditions specified herein. (If and to the extent that there are more than one Schedule A and related Schedule B attached hereto, each Schedule A and related Schedule B shall incorporate this Master Lease Agreement and shall be deemed a separate and distinct lease of the Equipment covered thereby.) The definition of terms in the Purchase and Sale Agreement of even date herewith between the Lessor, as "Buy

Craig Corp – NONRECOURSE PROMISSORY NOTE (April 25th, 1997)

Exhibit 10.45 NONRECOURSE PROMISSORY NOTE $38,989,635.00 Date: As of December 20, 1996 FOR VALUE RECEIVED, the undersigned, FA, INC. ("Payor"), with an address at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810, promises to pay to the order of EQUIPMENT LEASING ASSOCIATES 1995-VI LIMITED PARTNERSHIP ("Payee"), a limited partnership organized and existing under the laws of the State of Delaware, in accordance with the terms and provisions set forth below, the principal sum of Thirty Eight Million Nine Hundred Eighty Nine Thousand Six Hundred Thirty Five Dollars ($38,989,635.00), together with interest on the outstanding principal from the effective date hereof at the rate of Ten percent (10%) per annum. --- ----- I. UNDERLYING TRANSACTIONS. Payor has as of this date purchased certain ------------------

Craig Corp – SETTLEMENT AGREEMENT (January 16th, 1996)

EXHIBIT 10.24 SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is made and entered into on April 3, 1995 by and among Craig Corporation, a Delaware corporation ("Craig"), and Dillon Investors, L.P., a Delaware partnership ("Dillon LP"), Roderick H. Dillon, Jr., an individual ("Dillon"), Roderick H. Dillon, Jr. Foundation, an Ohio trust ("Dillon Trust"), and Roderick H. Dillon, Jr.-IRA ("Dillon IRA"; and collectively with Dillon LP, Dillon Trust, and Dillon, the "Dillon Parties"). R E C I T A L S - - - - - - - - 1. Craig and Dillon LP are parties to a lawsuit filed by Dillon LP in the Court of Chancery of the State of Delaware in and for New Castle County (C.A. No. 13867) (the "Delaware Action"). 2.

Craig Corp – LIMITED LIABILITY COMPANY AGREEMENT (January 16th, 1996)

EXHIBIT 10.19 _________________________________________ LIMITED LIABILITY COMPANY AGREEMENT OF READING INTERNATIONAL CINEMAS LLC ________________________________________ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS; CONSTRUCTION................................... 1 1.1 Definitions................................................. 1 1.2 Directly or Indirectly...................................... 3 1.3 Captions..............................................

Craig Corp – JAMES J. COTTER CONSULTING AGREEMENT (January 16th, 1996)

EXHIBIT 10.21 AMENDMENT NO. 1 TO JAMES J. COTTER CONSULTING AGREEMENT This Amendment No. 1 to the James J. Cotter Consulting Agreement entered into as of October 1, 1994 (the "Consulting Agreement") by and between Craig Corporation, a Delaware corporation (the "Company") and James J. Cotter ("Mr. Cotter"), is made and entered into effective June 12, 1995. R E C I T A L S --------------- A. Mr. Cotter and the Company entered into the Consulting Agreement as of October 1, 1994. B. Mr. Cotter and the Company desire to extend by one year the term of the Consulting Agreement through September 30, 1997 in consideration for the cancellation of Mr. Cotter's option to purchase 175,000 shares of the Company's Class A Common Preference Stock (the

Craig Corp – STOCK OPTION AGREEMENT (January 16th, 1996)

EXHIBIT 10.22 CRAIG CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of this 12th day of June, 1995, by and between CRAIG CORPORATION, a Delaware corporation (the "Company"), and JAMES J. COTTER ("Mr. Cotter"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Mr. Cotter is entering into Amendment No. 1 to a Consulting Agreement with the Company originally dated as of October 1, 1994, which Amendment is being entered into in part in consideration of the granting of the option described herein; and WHEREAS, as additional consideration for the granting of the option described herein, which is vested subject to divestiture, Mr. Cotter is cancelling his existing fully vested option to purchase 175,000 shares of the Company's Class A Common Preference S