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Standstill Agreement
Standstill Agreement (54K)
Doc #109115: Click preview link for longer preview.
SECOND STANDSTILL AGREEMENT
---------------------------
This Agreement dated April 12, 1999 is made and entered into between
Vencor, Inc., a corporation organized under the laws of Delaware, for and on
behalf of itself and its various subsidiaries and affiliates, including, without
limitation, Vencor Operating, Inc. (collectively, "Vencor") and Ventas, Inc., a
corporation organized under the laws of Delaware, for and on behalf of itself
and its various subsidiaries and affiliates, including, without limitation,
Ventas Realty, Limited Partnership (collectively, "Ventas").
WHEREAS, Vencor and Ventas entered into an Agreement And Plan Of
Reorganization, dated as of April 30, 1998 (the "Reorganization Agreement"), and
other Ancillary Agreements (as defined in the Reorganization Agreement),
including four Master Lease Agreements, dated as of April 30, 1998 (the "Master
Leases");
WHEREAS, Vencor Nursing Centers Limited Partnership (an affiliate of
Vencor) and Ventas Realty, Limited Partnership (an affiliate of Ventas) entered
into a Lease Agreement dated as of August 7, 1998, concerning a facility
commonly known as the Corydon, Indiana Skilled Nursing Center (the "Indiana
Lease," and, collectively with the Master Leases, the "Five Leases");
WHEREAS, on March 18, 1999, Vencor sent a letter to Ventas, invoking
the dispute resolution provisions of Section 6.01 of the Reorganization
Agreement and seeking, inter alia, to negotiate a settlement concerning various
disputes;
WHEREAS, on March 22, 1999, Ventas sent a letter to Vencor, inter
alia, denying the allegations in Vencor's March 18, 1999 letter but agreeing to
engage in a constructive dialogue with Vencor regarding the issues raised in
Vencor's letter;
{PAGE}
WHEREAS, Vencor and Ventas entered into a Standstill Agreement dated
March 31, 1999 (the "First Standstill Agreement"), in which the parties agreed
not to take certain actions or to exercise certain rights or remedies against
one another during a period through and including April 12, 1999;
WHEREAS, the parties desire to continue negotiations and, in
connection therewith, to enter into certain arrangements more particularly
identified herein, including, without limitation, certain arrangements for the
payment in full of the rent due to Ventas under the Five Leases for the month of
April 1999, for the tolling or suspending of limitations or repose periods
applicable to certain alleged claims arising out of the Reorganization
Agreement, the Ancillary Agreements or the transactions contemplated by or in
those agreements, and for other matters;
NOW, THEREFORE, in consideration of the premises and the agreements
and undertakings of the parties contained herein, the parties agree as follows:
1. Except as explicitly set forth in the Tolling Agreement, neither
this Second Standstill Agreement, the Tolling Agreement by and between Ventas
and Vencor of even date herewith, the four Second Amendment to Master Lease
Agreements by and between Ventas and Vencor (and the other related parties to
the Master Lease Agreements) of even date herewith, nor the First Amendment to
Corydon, Indiana Lease Agreement by and between Ventas Realty, Limited
Partnership and Vencor Nursing Centers Limited Partnership of even date herewith
(the "Contemporaneous Agreements"), nor any discussions in pursuance hereof or
thereof, shall constitute a waiver by either party of any claim or defense that
may be asserted against the other party (including, without limitation, any
claim or defense with respect to the legality, validity, or
109115
|
Ventas
As referenced in this Standstill Agreement:
Ventas, Inc – of Delaware, for and on
behalf of itself and its various subsidiaries and affiliates, including, without
limitation, Vencor Operating, Inc. (collectively, "Vencor") and Ventas, Inc ., a
corporation organized under the laws of Delaware, for and on behalf of itself
and its various subsidiaries and affiliates, including, without
_____________
VENTAS, INC – No.: 064000046
Account: 7020226622
Credit Ventas Realty, Limited Partnership
CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN BY:
VENCOR, INC. VENTAS, INC .
By: By:
------------------------------- --------------------------------
Name: Name:
Title: Title:
-6-
{PAGE}
EXHIBIT A
TOLLING AGREEMENT
-----------------
This Agreement dated April 12, 1999 is made and entered
_____________
Ventas, Inc – commenced under Title 11 of the United States
Code (the "Bankruptcy Code") or any trustee appointed in any such case
(collectively, "Vencor"), and Ventas, Inc ., a corporation organized under the
laws of Delaware for and on behalf of itself and its various subsidiaries and
affiliates, including, without
_____________
VENTAS, INC – of New
York law.
[INTENTIONALLY LEFT BLANK]
-6-
{PAGE}
CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN BY:
VENCOR, INC. VENTAS, INC .
By: By:
----------------------- -----------------------------
Name: Name:
Title: Title:
-7-
{PAGE}
EXHIBIT B
SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO. 1
------------------------------------------------
THIS SECOND AMENDMENT TO
_____________
Ventas, Inc – NO. 1
------------------------------------------------
THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO. 1, dated April 12,
1999 (the "Amendment"), is entered into by and among Ventas, Inc ., formerly
known as Vencor, Inc., a Delaware corporation ("Ventas") and Ventas Realty,
Limited Partnership, a Delaware limited partnership ("Ventas LP", and together
_____________
dt 109669
;
| Kindred Healthcare Inc. [Vencor Operating, Inc.]
|
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| 2003 |
Standstill Agreement [Form]
Standstill Agreement [Form] (22K)
Doc #115770: Click preview link for longer preview.
FORM OF
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") is dated as of
_____________ ___, ____, by and among Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust ("PREIT"), PREIT Associates, L.P., a Delaware
limited partnership ("PREIT Partnership"), Mark E. Pasquerilla, Crown
Investments Trust, a Delaware business trust, Crown American Investment Company,
a Delaware corporation, Crown Delaware Holding Company, a Delaware corporation,
Crown Holding Company, a Pennsylvania corporation, and Crown American
Properties, L.P., a Delaware limited partnership ("Crown Partnership" and,
together with Mark E. Pasquerilla, Crown Investments Trust, Crown American
Investment Company, Crown Delaware Holding Company and Crown Holding Company,
the "Standstill Group").
W I T N E S S E T H:
WHEREAS, PREIT, PREIT Partnership, Crown American Realty Trust
("Crown") and Crown Partnership have entered into an Agreement and Plan of
Merger dated as of May 13, 2003 (the "Merger Agreement"), pursuant to which,
among other things, (a) Crown will be merged with and into PREIT, with PREIT as
the surviving trust (the "Merger"), and (b) Crown Partnership and PREIT
Partnership will consummate certain transactions contemplated in connection with
the Merger, in each case upon the terms and subject to the conditions set forth
in the Merger Agreement;
WHEREAS, in order to induce PREIT and PREIT Partnership to consummate
the Merger Agreement, the members of the Standstill Group have agreed to and
desire to enter into this Agreement prohibiting them from taking certain
actions, directly or indirectly through others, following the Effective Time, as
set forth below.
NOW THEREFORE, in consideration of the foregoing and the covenants,
conditions and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
A G R E E M E N T:
1. Definitions. Capitalized terms used herein and not defined are used
as defined in the Merger Agreement. In addition, as used herein:
(a) "Affiliate" means, (i) with respect to a Person, any
member of such person's immediate family; (ii) with respect to an
entity, any officer, director, trustee, general partner or managing
member of such entity; and (iii) with respect to a Person or entity,
115770
|
PREIT
As referenced in this Standstill Agreement [Form]:
Pennsylvania Real Estate Investment Trust, – PAGE}
Exhibit 2.10
FORM OF
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") is dated as of
_____________ ___, ____, by and among Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust ("PREIT"), PREIT Associates, L.P., a Delaware
limited partnership ("PREIT Partnership"), Mark E. Pasquerilla, Crown
Investments Trust, a
_____________
Pennsylvania Real Estate Investment Trust
– other address or telecopy
number for a party as shall be specified by like notice from such party):
5
{PAGE}
if to PREIT:
Pennsylvania Real Estate Investment Trust
The Bellevue
200 South Broad Street
Philadelphia, PA 19102
Attention: Bruce Goldman, Executive Vice President and
General Counsel
Facsimile: (215) 546-7311
_____________
Pennsylvania Real Estate Investment
Trust, – By:
-----------------------------------
Name:
Title:
Crown Delaware Holding Company,
a Delaware corporation
By:
-----------------------------------
Name:
Title:
{PAGE}
Crown Holding Company,
a Pennsylvania corporation
By:
-----------------------------------
Name:
Title:
Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust
By:
-----------------------------------
Name:
Title:
PREIT Associates, L.P.,
a Delaware limited partnership
By: Pennsylvania Real Estate Investment
Trust, its
_____________
Pennsylvania Real Estate Investment
Trust, – Name:
Title:
Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust
By:
-----------------------------------
Name:
Title:
PREIT Associates, L.P.,
a Delaware limited partnership
By: Pennsylvania Real Estate Investment
Trust, its general partner
By:
------------------------------
Name:
Title:
_____________
dt 110024
;
 Drinker Biddle
As referenced in this Standstill Agreement [Form]:
Drinker Biddle – Attention: J. Warren Gorrell, Jr., Esq.
Stuart A. Barr, Esq.
Facsimile: (202) 637-5910
and
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103-6996
Attention: Howard
dt 35781
;
Hogan & Hartson
As referenced in this Standstill Agreement [Form]:
Hogan & Hartson – General Counsel
Facsimile: (215) 546-7311
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
Columbia Square
555 13th Street, N.W.
Washington, D.C. 20004-1109
dt 37290
;
|
Reed Smith
As referenced in this Standstill Agreement [Form]:
Reed Smith – Facsimile: (814) 536-9525
6
{PAGE}
with a copy (which shall not constitute notice) to:
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esq.
Facsimile: (412)
dt 33363
;
Sullivan
As referenced in this Standstill Agreement [Form]:
Sullivan & Cromwell – Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esq.
Facsimile: (412) 288-3218
and
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498
Attention: Joseph C. Shenker, Esq.
Facsimile: (
dt 31509
;
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Standstill Agreement
Standstill Agreement (39K)
Doc #153821: Click preview link for longer preview.
STANDSTILL AGREEMENT
This STANDSTILL AGREEMENT, dated as of April 21, 2003, by and among Hersha
Hospitality Trust, a Maryland real estate investment trust ("HT"), Hersha
Hospitality Limited Partnership, a Virginia limited partnership ("HLP" and
together with HT, the "HT Parties"), CNL Hospitality Partners, L.P., a Delaware
limited partnership ("CHP") and CNL Financial Group, Inc., a Florida corporation
("CNL Financial", and together with CHP, the "CHP Parties").
RECITALS:
WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as
of April 21, 2003, by and among HT, HLP, and CHP (the "Purchase Agreement"), CHP
is acquiring, simultaneously with the execution of this Agreement 100,000 Series
A Convertible Preferred Partnership Units of HLP ("Series A Preferred Units")
and, within 30 days thereafter, another 50,000 Series A Preferred Units; and
WHEREAS, the Purchase Agreement contemplates that CHP may acquire up to an
additional 100,000 Series A Preferred Units; and
WHEREAS, pursuant to the terms of that certain Second Amendment to the
Amended and Restated Agreement of Limited Partnership of HLP (as amended, the
"Partnership Agreement"), the Series A Preferred Units are exchangeable for, at
the option of CHP, Series A Convertible Preferred Shares of Beneficial Interest,
par value $.01 per share, of HT (the "Series A Preferred Shares") or Priority
Class A Common Shares of Beneficial Interest, par value $0.01 per share, of HT
(the "Class A Common Shares"); and
WHEREAS, pursuant to that Limited Partnership Agreement dated as of April
21, 2003, between CHP and HLP (the "Joint Venture Agreement"), CHP may acquire
interests in certain joint ventures with HLP or its subsidiaries (the "Joint
Venture Interests") which will be exchangeable, upon certain terms and
conditions, for Class A Common Shares; and
WHEREAS, HT's Amended and Restated Declaration of Trust, as further amended
through the date hereof (the "Charter"), limits the number of shares of
beneficial interest of HT of any class or series, including without limitation
the Series A Preferred Shares and Common Shares ("Equity Shares"), that may be
beneficially or constructively owned, including pursuant to the attribution
rules set forth in Section 544 of the Internal Revenue Code of 1986, as amended
(the "Code"), as such rules are modified by Section 856(h) of the Code, or in
Section 318(a) of the Code, as such rules are modified by Section 856(d)(5) of
the Code (constructive ownership of stock pursuant to such attribution rules is
hereinafter referred to as "Constructive Ownership," and the terms
"Constructively Own" and "Constructive Owner" shall have the correlative
meanings) by any person to 9.9% of the total number of any class or series of
Equity Shares that are issued and outstanding considered on a class by class
basis (the "Excess Share Provisions"); and
WHEREAS, pursuant to Article VII of the Charter, all Equity Shares
Constructively Owned by any person or entity and its Affiliated Persons in
excess of 9.9% of the total number
{PAGE}
of Equity Shares that are issued and outstanding (the "Ownership Limit") are
deemed to be "Excess Shares," and such Excess Shares are automatically
transferred to a charitable trust to be held for sale unless the HT Board of
Trustees, in accordance with the Excess Share Provisions, grants an exception to
such Excess Share Provisions with respect to the Excess Shares in accordance
with Article VII, Section 1(G) of the Charter (a "Waiver"); and
WHEREAS, CHP has requested, as a condition to acquiring the Series A
Preferred Units, the underlying Class A Common Shares, or the Joint Venture
Interests, that HT, acting through its Board of Trustees, grant CHP a limited
Waiver pursuant to an Excepted Holder Agreement, dated as of April 21, 2003;
between HT and CHP (the "Excepted Holder Agreement"); and
WHEREAS, HT, acting through its Board of Trustees, agreed to grant CHP and
its Affiliated Persons a limited Waiver, conditioned upon CHP agreeing to enter
into the Excepted Holder Agreement and this Standstill Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
153821
|
CNL Hospitality
As referenced in this Standstill Agreement:
CNL Hospitality Partners, L.P. – a Maryland real estate investment trust ("HT"), Hersha
Hospitality Limited Partnership, a Virginia limited partnership ("HLP" and
together with HT, the "HT Parties"), CNL Hospitality Partners, L.P. , a Delaware
limited partnership ("CHP") and CNL Financial Group, Inc., a Florida corporation
("CNL Financial", and together with CHP, the "CHP Parties").
_____________
CNL HOSPITALITY PARTNERS, L.P. – Signatures appear on following page.]
12
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this Standstill
Agreement, on the date first written above.
CNL HOSPITALITY PARTNERS, L.P.
By: CNL HOSPITALITY GP CORP., its general
partner
By: /s/ Tammie A. Quinlan
Name: Tammie A. Quinlan
Title: Senior Vice President
CNL
_____________
dt 185439
;
CNL Hospitality
As referenced in this Standstill Agreement:
CNL Hospitality Properties, Inc – prepaid, return receipt requested, to the
party to whom the same is so given or made:
If to any CHP Party, addressed to:
---------------------------------
CNL Hospitality Properties, Inc .
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801-3336
Facsimile: 407-650-1085
Attn: Brian Strickland
With a
_____________
dt 185409
;
Hersha
As referenced in this Standstill Agreement:
Hersha
Hospitality Trust, – EX-10.3
{SEQUENCE}7
{FILENAME}doc6.txt
{TEXT}
STANDSTILL AGREEMENT
This STANDSTILL AGREEMENT, dated as of April 21, 2003, by and among Hersha
Hospitality Trust, a Maryland real estate investment trust ("HT"), Hersha
Hospitality Limited Partnership, a Virginia limited partnership ("HLP" and
together with HT, the "HT
_____________
Hersha Hospitality Trust
– York 10166
Facsimile: (212) 801-6400
9
{PAGE}
Attention: Judith Fryer, Esq.
Alan S. Gaynor, Esq.
If to any HT Party, addressed to:
--------------------------------
Hersha Hospitality Trust
148 Sheraton Drive, Box A
New Cumberland, Pennsylvania 17070
Facsimile: (717) 774-7383
Attention: Ashish R. Parikh
With a copy to (which
_____________
HERSHA HOSPITALITY TRUST
– A. Quinlan
Title: Senior Vice President
CNL FINANCIAL GROUP, INC.
By: /s/ Robert A. Bourne
Name: Robert A. Bourne
Title: President and Treasurer
HERSHA HOSPITALITY TRUST
By: /s/ Ashish R. Parikh
Name: Ashish R. Parikh
Title: Chief Financial Officer
HERSHA HOSPITALITY LIMITED PARTNERSHIP
By: HERSHA HOSPITALITY TRUST, its
_____________
HERSHA HOSPITALITY TRUST, – and Treasurer
HERSHA HOSPITALITY TRUST
By: /s/ Ashish R. Parikh
Name: Ashish R. Parikh
Title: Chief Financial Officer
HERSHA HOSPITALITY LIMITED PARTNERSHIP
By: HERSHA HOSPITALITY TRUST, its general
Partner
By: /s/ Ashish R. Parikh
Name: Ashish R. Parikh
Title: Chief Financial Officer
(SIGNATURE PAGE TO STANDSTILL AGREEMENT)
13
{
_____________
dt 110372
;
|
Greenberg
As referenced in this Standstill Agreement:
Greenberg Traurig – 650-1085
Attn: Brian Strickland
With a copy to (which shall not constitute notice hereunder):
------------------------------------------------------------
Greenberg Traurig , LLP
200 Park Avenue
New York, New York 10166
Facsimile: (212) 801-6400
9
{
dt 37060
;
Hunton
As referenced in this Standstill Agreement:
Hunton & Williams
– 7383
Attention: Ashish R. Parikh
With a copy to (which shall not constitute notice hereunder):
------------------------------------------------------------
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
Facsimile: (804) 788-8218
Attention: Cameron N.
dt 37426
;
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Standstill Agreement [Amended and Restated No. 2]
Standstill Agreement [Amended and Restated No. 2] (26K)
Doc #153830: Click preview link for longer preview.
SECOND AMENDED AND RESTATED
STANDSTILL AGREEMENT
This SECOND AMENDED AND RESTATED STANDSTILL AGREEMENT, dated as of
January 31st, 2003, by and among Atlantic Realty Trust, a Maryland real estate
investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
KRC, KRS and Cooper, are referred to herein, collectively, as "Kimco") (the
"Standstill Agreement").
RECITALS:
WHEREAS, Kimco has filed a Schedule 13D, as amended, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission, indicating Kimco's ownership of common
shares of beneficial interest, par value $.01 per share, of ART (the "Shares");
WHEREAS, ART's charter limits the number of Shares that may be
owned, actually or constructively pursuant to the attribution rules set forth in
Section 544 of the Internal Revenue Code of 1986, as amended (the "Code"), as
such rules are modified by Section 856(h) of the Code or in Section 318(a) of
the Code as such rules are modified by Section 856(d)(5) of the Code
(constructive ownership of stock pursuant to such attribution rules is
hereinafter referred to as "Constructive Ownership," and the terms
"Constructively Own" and "Constructive Owner" shall have the correlative
meanings) by any person to 9.8% of the total number of Shares that are issued
and outstanding (the "Excess Share Provisions"). All Shares Constructively Owned
by any of KRC, KRS or Cooper in excess of 9.8% of the total number of Shares
that are issued and outstanding are referred to herein as "Excess Shares";
WHEREAS, under the Charter, the Excess Shares are automatically
transferred to a charitable trust to be held for sale unless ART's board of
trustees, in accordance with the Excess Share Provisions, grants an exception to
such ownership limit provisions with respect to the Excess Shares (a "Waiver");
WHEREAS, Kimco previously requested that ART, acting through its
Board of Trustees, grant Kimco a Waiver;
WHEREAS, ART, acting through its Board of Trustees, agreed to
grant Kimco a Waiver and in connection therewith ART and Kimco entered into a
Standstill Agreement dated April 30, 1998 (the "Original Standstill Agreement")
pursuant to which Kimco and certain affiliates, agreed, among other things, not
to acquire more than 25% of the issued and outstanding shares of ART;
WHEREAS, on June 21, 2000 Kimco requested that ART amend the
Original Standstill Agreement in order to permit Kimco and certain of its
affiliates to own up to 30% of the issued and outstanding shares of ART and,
accordingly, increase the size of the Excess Shares Waiver and whereas such
amendment went into effect on July 21, 2000;
{PAGE}
WHEREAS, Kimco requested that ART amend the Amended and Restated
Standtill Agreement in order to permit Kimco and certain of its affiliates to
own up to 33% of the issued and outstanding shares of ART and, accordingly,
increase the size of the Excess Shares Waiver; and
WHEREAS, ART, acting through its Board of Trustees, has agreed to
increase the size of the Waiver on the condition that Kimco enter into this
Second Amended and Restated Standstill Agreement and Kimco has agreed to comply
with this condition.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. STANDSTILL.
(a) GENERAL STANDSTILL. Kimco hereby agrees that they shall
not, and they shall cause their Affiliated Persons (as defined below) not to
directly or indirectly through an Affiliated Person, unless specifically
requested in writing in advance by the ART board of trustees:
(i) acquire, agree to acquire, or make a public offer
or proposal to acquire, in any manner, directly or indirectly through an
Affiliated Person, ownership or control of
(A) any securities of ART ("Restricted
Securities") in excess of 33% of the total number of shares that are issued and
outstanding, or
(B) any subsidiary or any assets or properties of
ART or any subsidiary or division thereof, including by way of any fundamental
transaction with ART, such as a tender offer, business combination, merger or
other consolidation,
(ii) make any "solicitation" of "proxies" (as such terms
are used in the proxy rules of the Securities and Exchange Commission) to vote
any voting securities of ART,
(iii) form or join a "group" (as defined in Section
13(d)(3) of the Exchange Act) in connection with any of the provisions of this
Section 1, other than a group consisting solely of two or more of KRC, KRS,
Cooper and any Affiliated Persons, and
(iv) disclose any intention, plan or arrangement
inconsistent with the provisions of this Section 1.
The provisions of this Section 1 are referred to in this Standstill Agreement,
collectively, as "Restricted Activities". Notwithstanding the foregoing, nothing
in this Section 1 shall prohibit Kimco or its Affiliated Persons from making a
proposal to acquire any asset or property that ART announces an intention to
sell or is soliciting acquisition proposals from third parties.
153830
|
Atlantic Realty
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Atlantic Realty Trust, – TEXT}
SECOND AMENDED AND RESTATED
STANDSTILL AGREEMENT
This SECOND AMENDED AND RESTATED STANDSTILL AGREEMENT, dated as of
January 31st, 2003, by and among Atlantic Realty Trust, a Maryland real estate
investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services,
_____________
Atlantic Realty Trust
– Steinberger, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
If to ART addressed to:
Mr. Joel M. Pashcow
Atlantic Realty Trust
747 Third Avenue,
New York, New York 10017
6
{PAGE}
With a copy to:
Steven L. Lichtenfeld, Esq.
Proskauer Rose LLP
1585
_____________
ATLANTIC REALTY TRUST
– Cooper
Title: Chairman of the Board
KIMCO REALTY SERVICES
By /s/ Milton Cooper
------------------------------
Name: Milton Cooper
Title: President
/s/ Milton Cooper
---------------------------------
MILTON COOPER
ATLANTIC REALTY TRUST
By /s/ Edwin R. Frankel
------------------------------
Name: Edwin R. Frankel
Title: Executive V.P.
10
{/TEXT}
{/DOCUMENT}
_____________
dt 152633
;
Kimco Realty
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Kimco Realty – as of
January 31st, 2003, by and among Atlantic Realty Trust, a Maryland real estate
investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
_____________
Kimco Realty – among Atlantic Realty Trust, a Maryland real estate
investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
KRC, KRS and Cooper, are referred to
_____________
Kimco Realty, – trustees.
(c) "Affiliated Person" shall mean, for the purposes of this
Standstill Agreement, (i) any corporation, limited liability company or
partnership of which Kimco Realty, Kimco Services or Mr. Cooper, individually or
in the aggregate, own a majority of the voting securities (or, in the case of
_____________
Kimco Realty – return receipt requested, to the
party to whom the same is so given or made:
If to Kimco addressed to:
Mr. Milton Cooper
Kimco Realty Corporation
333 New Hyde Park Road
New Hyde Park, NY 11042-0020
With a copy to:
Erica H. Steinberger, Esq.
Latham & Watkins LLP
_____________
KIMCO REALTY – the organization
documents of ART.
9
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this
Standstill Agreement, on the date first written above.
KIMCO REALTY CORPORATION
By /s/ Milton Cooper
------------------------------
Name: Milton Cooper
Title: Chairman of the Board
KIMCO REALTY SERVICES
By /s/ Milton Cooper
------------------------------
Name: Milton Cooper
_____________
dt 110647
;
Ramco-Gershenson
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Ramco-Gershenson Properties Trust – s Board of Directors to approve, and
ART's execution and delivery of, the tax agreement dated May 10, 1996 by and
between Ramco-Gershenson Properties Trust (together with its subsidiaries,
"RPT") or any amounts paid by ART to RPT or to the Internal Revenue Service
pursuant to its
_____________
dt 110082
;
|
RPS Realty Trust
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
RPS Realty Trust – are defined below) in
connection with the acquisition of substantially all the property and assets of
Ramco-Gershenson, Inc. and its affiliates by RPS Realty Trust ("RPS") as
described in RPS's Proxy Statement dated March 29, 1996 (the "Proxy Statement")
shall not be deemed to be a
_____________
dt 152654
;
Latham & Watkins
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Latham & Watkins – Road
New Hyde Park, NY 11042-0020
With a copy to:
Erica H. Steinberger, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
If to ART addressed to:
dt 31166
;
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Standstill Agreement [Amended and Restated No. 2]
Standstill Agreement [Amended and Restated No. 2] (26K)
Doc #153845: Click preview link for longer preview.
SECOND AMENDED AND RESTATED
STANDSTILL AGREEMENT
This SECOND AMENDED AND RESTATED STANDSTILL AGREEMENT, dated
as of January 31, 2003, by and among Atlantic Realty Trust, a Maryland real
estate investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
KRC, KRS and Cooper, are referred to herein, collectively, as "Kimco") (the
"Standstill Agreement").
RECITALS:
WHEREAS, Kimco has filed a Schedule 13D, as amended, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission, indicating Kimco's ownership of common
shares of beneficial interest, par value $.01 per share, of ART (the "Shares");
WHEREAS, ART's charter limits the number of Shares that may be
owned, actually or constructively pursuant to the attribution rules set forth in
Section 544 of the Internal Revenue Code of 1986, as amended (the "Code"), as
such rules are modified by Section 856(h) of the Code or in Section 318(a) of
the Code as such rules are modified by Section 856(d)(5) of the Code
(constructive ownership of stock pursuant to such attribution rules is
hereinafter referred to as "Constructive Ownership," and the terms
"Constructively Own" and "Constructive Owner" shall have the correlative
meanings) by any person to 9.8% of the total number of Shares that are issued
and outstanding (the "Excess Share Provisions"). All Shares Constructively Owned
by any of KRC, KRS or Cooper in excess of 9.8% of the total number of Shares
that are issued and outstanding are referred to herein as "Excess Shares";
WHEREAS, under the Charter, the Excess Shares are
automatically transferred to a charitable trust to be held for sale unless ART's
board of trustees, in accordance with the Excess Share Provisions, grants an
exception to such ownership limit provisions with respect to the Excess Shares
(a "Waiver");
WHEREAS, Kimco previously requested that ART, acting through
its Board of Trustees, grant Kimco a Waiver;
WHEREAS, ART, acting through its Board of Trustees, agreed to
grant Kimco a Waiver and in connection therewith ART and Kimco entered into a
Standstill Agreement dated April 30, 1998 (the "Original Standstill Agreement")
pursuant to which Kimco and certain affiliates, agreed, among other things, not
to acquire more than 25% of the issued and outstanding shares of ART;
WHEREAS, on June 21, 2000 Kimco requested that ART amend the
Original Standstill Agreement in order to permit Kimco and certain of its
affiliates to own up to 30% of the issued and outstanding shares of ART and,
accordingly, increase the size of the Excess Shares Waiver and whereas such
amendment went into effect on July 21, 2000;
{PAGE}
WHEREAS, Kimco requested that ART amend the Amended and
Restated Standtill Agreement in order to permit Kimco and certain of its
affiliates to own up to 33% of the issued and outstanding shares of ART and,
accordingly, increase the size of the Excess Shares Waiver; and
WHEREAS, ART, acting through its Board of Trustees, has agreed
to increase the size of the Waiver on the condition that Kimco enter into this
Second Amended and Restated Standstill Agreement and Kimco has agreed to comply
with this condition.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Standstill.
(a) General Standstill. Kimco hereby agrees that they shall
not, and they shall cause their Affiliated Persons (as defined below) not to
directly or indirectly through an Affiliated Person, unless specifically
requested in writing in advance by the ART board of trustees:
(i) acquire, agree to acquire, or make a public offer
or proposal to acquire, in any manner, directly or indirectly through an
Affiliated Person, ownership or control of
(A) any securities of ART
("Restricted Securities") in excess of 33% of the total number of shares that
are issued and outstanding, or
(B) any subsidiary or any assets or
properties of ART or any subsidiary or division thereof, including by way of any
fundamental transaction with ART, such as a tender offer, business combination,
merger or other consolidation,
(ii) make any "solicitation" of "proxies" (as such
terms are used in the proxy rules of the Securities and Exchange Commission) to
vote any voting securities of ART,
(iii) form or join a "group" (as defined in Section
13(d)(3) of the Exchange Act) in connection with any of the provisions of this
Section 1, other than a group consisting solely of two or more of KRC, KRS,
Cooper and any Affiliated Persons, and
(iv) disclose any intention, plan or arrangement
inconsistent with the provisions of this Section 1.
The provisions of this Section 1 are referred to in this Standstill Agreement,
collectively, as "Restricted Activities". Notwithstanding the foregoing, nothing
in this Section 1 shall prohibit Kimco or its Affiliated Persons from making a
proposal to acquire any asset or property that ART announces an intention to
sell or is soliciting acquisition proposals from third parties.
153845
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Atlantic Realty
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Atlantic Realty Trust, – PAGE}
SECOND AMENDED AND RESTATED
STANDSTILL AGREEMENT
This SECOND AMENDED AND RESTATED STANDSTILL AGREEMENT, dated
as of January 31, 2003, by and among Atlantic Realty Trust, a Maryland real
estate investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services,
_____________
Atlantic Realty Trust
– Steinberger, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
If to ART addressed to:
Mr. Joel M. Pashcow
Atlantic Realty Trust
747 Third Avenue,
New York, New York 10017
6
{PAGE}
With a copy to:
Steven L. Lichtenfeld, Esq.
Proskauer Rose LLP
1585
_____________
ATLANTIC REALTY TRUST
– Cooper
Title: Chairman of the Board
KIMCO REALTY SERVICES
By /s/ Milton Cooper
--------------------------------
Name: Milton Cooper
Title: President
/s/ Milton Cooper
-------------------------------------
MILTON COOPER
ATLANTIC REALTY TRUST
By /s/ Edwin R. Frankel
--------------------------------
Name: Edwin R. Frankel
Title: Executive V.P.
10
{/TEXT}
{/DOCUMENT}
_____________
dt 152634
;
Kimco Realty
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Kimco Realty – as of January 31, 2003, by and among Atlantic Realty Trust, a Maryland real
estate investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
_____________
Kimco Realty – among Atlantic Realty Trust, a Maryland real
estate investment trust ("ART") on the one hand and Kimco Realty Corporation, a
Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
corporation ("KRS"), and Milton Cooper ("Cooper") on the other hand (each of
KRC, KRS and Cooper, are referred to
_____________
Kimco Realty, – trustees.
(c) "Affiliated Person" shall mean, for the purposes of this
Standstill Agreement, (i) any corporation, limited liability company or
partnership of which Kimco Realty, Kimco Services or Mr. Cooper, individually or
in the aggregate, own a majority of the voting securities (or, in the case of
_____________
Kimco Realty – return receipt requested, to the
party to whom the same is so given or made:
If to Kimco addressed to:
Mr. Milton Cooper
Kimco Realty Corporation
333 New Hyde Park Road
New Hyde Park, NY 11042-0020
With a copy to:
Erica H. Steinberger, Esq.
Latham & Watkins LLP
_____________
KIMCO REALTY – the organization
documents of ART.
9
{PAGE}
IN WITNESS WHEREOF, the undersigned have executed this
Standstill Agreement, on the date first written above.
KIMCO REALTY CORPORATION
By /s/ Milton Cooper
--------------------------------
Name: Milton Cooper
Title: Chairman of the Board
KIMCO REALTY SERVICES
By /s/ Milton Cooper
--------------------------------
Name: Milton Cooper
_____________
dt 110648
;
RPS Realty Trust
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
RPS Realty Trust – are defined below) in
connection with the acquisition of substantially all the property and assets of
Ramco-Gershenson, Inc. and its affiliates by RPS Realty Trust ("RPS") as
described in RPS's Proxy Statement dated March 29, 1996 (the "Proxy Statement")
shall not be deemed to be a
_____________
dt 152655
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Latham & Watkins
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Latham & Watkins – Road
New Hyde Park, NY 11042-0020
With a copy to:
Erica H. Steinberger, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
If to ART addressed to:
dt 31167
;
Proskauer Rose
As referenced in this Standstill Agreement [Amended and Restated No. 2]:
Proskauer Rose – New York, New York 10017
6
{PAGE}
With a copy to:
Steven L. Lichtenfeld, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(b) Amendment and Modification. This Standstill
dt 33320
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Stand-Still Agreement
Stand-Still Agreement (14K)
Doc #254825: Click preview link for longer preview.
STAND-STILL AGREEMENT
THIS AGREEMENT dated May 31, 2002 by and between ROBERT J. AMBROSI
("Ambrosi"), residing at 1401 Broad Street, Clifton, NJ 07013 and ARC
PROPERTIES, INC., ("ARC") with an office at 1401 Broad Street, Clifton, NJ 07013
(together sometimes referred to herein as "Warrant-Holder") and CEDAR INCOME
FUND, LTD., a Maryland corporation, with offices at 44 South Bayles Avenue, Port
Washington, NY 11050 ("CIF");
WITNESSETH:
WHEREAS, ARC has acquired warrants (the "Warrants") to purchase
operating partnership units (the "Operating Partnership Units") in Cedar Income
Fund Partnership L.P. (the "Partnership"), which are redeemable for shares of
Common Stock of CIF ("Shares") in accordance with the terms of the partnership
agreement of the Partnership;
WHEREAS, CIF is a real estate investment trust, qualified as such under
the applicable provisions of the Internal Revenue Code and would lose its
qualification as a real estate investment trust in the event that five or fewer
(individual) shareholders own in the aggregate, directly or indirectly, more
than 50% of its stock;
WHEREAS, CIF is a corporation whose shares are listed on the NASDAQ
(Small Cap) Stock Market and is subject to the applicable provisions of the
Securities Act, the Securities and Exchange Act and the rules and regulations
promulgated by the Securities and Exchange Commission and NASDAQ, and
Warrant-Holder will be required to effect certain filings pursuant to those
laws, rules and regulations with respect to the purchase of a substantial
ownership interest;
WHEREAS, CIF believes it to be in its best interests and in the best
interest of its shareholders to avoid a possible adverse holding or change of
control involving a shareholder or operating partnership unit-holder whose
interests may or may not coincide with those of CIF and its shareholders;
WHEREAS, CIF wishes to limit any sale of the Warrants, Operating
Partnership Units and/or the stock of CIF held by Warrant-Holder to avoid undue
harm to shareholders and CIF or undue disruption of trading in CIF's stock; and
WHEREAS, Warrant-Holder wishes to establish a long-term positive
relationship with CIF, its directors and its management, and has agreed to enter
into certain "standstill" arrangements pursuant to which it will undertake,
among other things, to acquire no substantial additional Operating Partnership
Units or stock of CIF or to sell or otherwise dispose of the Warrants, Operating
Partnership Units or CIF stock without approval of CIF's Board of Directors;
NOW, THEREFORE, the parties hereto hereby, for good and valuable
consideration, the receipt of which is hereby acknowledged, have entered into
this Agreement.
254825
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ARC Properties
As referenced in this Stand-Still Agreement:
ARC
PROPERTIES, – AGREEMENT
THIS AGREEMENT dated May 31, 2002 by and between ROBERT J. AMBROSI
("Ambrosi"), residing at 1401 Broad Street, Clifton, NJ 07013 and ARC
PROPERTIES, INC., ("ARC") with an office at 1401 Broad Street, Clifton, NJ 07013
(together sometimes referred to herein as "Warrant-Holder") and CEDAR
_____________
ARC
Properties, – transferred or otherwise disposed of only upon compliance with, the terms
and the provisions of a certain Agreement by and between Robert Ambrosi, ARC
Properties, Inc. and Cedar Income Fund, Ltd., a copy of which is on file and may
be examined at the office of the
_____________
ARC PROPERTIES, – of laws thereof.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
WITNESS: ARC PROPERTIES, INC.
By: /s/ Robert J. Ambrosi
-------------------------------- -------------------------------
Name: Robert J. Ambrosi
Title: President
/s/ Robert J. Ambrosi
-------------------------------- -------------------------------
Robert J. Ambrosi
CEDAR INCOME FUND,
_____________
dt 112953
;
CIFP
As referenced in this Stand-Still Agreement:
Cedar Income
Fund Partnership – Port
Washington, NY 11050 ("CIF");
WITNESSETH:
WHEREAS, ARC has acquired warrants (the "Warrants") to purchase
operating partnership units (the "Operating Partnership Units") in Cedar Income
Fund Partnership L.P. (the "Partnership"), which are redeemable for shares of
Common Stock of CIF ("Shares") in accordance with the terms of the partnership
_____________
Cedar Income Fund Partnership, – condition to the obligations of another party hereunder.
(c) Notices. All notices hereunder shall be given as set forth
in the Warrant between Cedar Income Fund Partnership, L.P. and the
Warrant-Holder.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal
_____________
dt 109131
;
| Robert J. Ambrosi
|
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| 2000 |
Stock Purchase and Standstill Agreement
Stock Purchase and Standstill Agreement (147K)
Doc #261687: Click preview link for longer preview.
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 Parties"), which disputes have resulted in
litigation styled National Auto Credit, Inc. v. Sam J. Frankino, C.A. No. 17973
and Sam J. Frankino v. David L. Huber, et al., C.A. No. 17984, both pending in
the Court of Chancery of the State of Delaware (collectively referred to herein
as the "Actions"); and
WHEREAS, the Frankino Parties and the Company wish to enter into a
settlement agreement in the form attached as Attachment A to this Agreement (the
------------
"Settlement Agreement") pursuant to which, among other things, (i) all disputes
between the Company and the Frankino Parties, including the Actions, will be
settled without the admission of fault by any of them and (ii) the Company will
repurchase all of the shares of common stock, par value $.05 per share, of the
Company ("Company Common Stock") beneficially owned by the Frankino Parties; and
WHEREAS, the Stockholders own an aggregate of 10,055,000 shares of Company
Common Stock (the "Common Shares") and 100 shares of Series A Convertible
Preferred Stock, par value $.05 per share, of the Company (the "Preferred
Shares" and, together with the Common Shares, the "Shares") and, absent the
repurchase by the Company of certain of the Shares, as contemplated hereby, the
consummation of the transactions contemplated by the Settlement Agreement would
have the effect of vesting ownership of shares representing a majority of the
voting power of the Company in the Stockholders; and
WHEREAS, the Stockholders support the execution of the Settlement Agreement
by the Company and the consummation by the Company of the transactions
contemplated thereby and desire to assist the Company in its efforts to resolve
the disputes between it and the Frankino Parties, including the Actions; and
WHEREAS, in furtherance of the foregoing, the Company desires to acquire
from FA and FA is willing to sell to the Company Five Million Two Hundred
Seventy-Seven Thousand Eight Hundred Seventy-Nine (5,277,879) of the Common
Shares and all 100 of the Preferred Shares (collectively, the "Subject Shares"),
upon the terms and subject to the conditions hereinafter set forth, such that at
the time of the purchase of the Subject Shares, and after
1
{PAGE}
giving effect to the transactions contemplated by the Settlement Agreement, the
Stockholders shall own an aggregate of 33% of the issued and outstanding shares
of Company Common Stock, on a fully diluted basis (based on the number of shares
of Company Common Stock issued and outstanding on the date hereof, assuming the
prior exercise, conversion or exchange, as the case may be, of any options,
warrants, rights to acquire and securities convertible into or exchangeable for
such Company Common Stock issued and outstanding on the date hereof, and after
taking into account the repurchase by the Company of the Common Shares owned by
the Frankino Parties, which repurchase is occurring simultaneously with the
execution and delivery of this Agreement); and
WHEREAS, the Stockholders are willing to agree to certain restrictions
regarding the shares of the Company Common Stock they will continue to own
following the consummation of the transactions contemplated hereby.
NOW THEREFORE, in consideration of the above premises and the promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Stockholders and the Company
hereby agree as follows:
1. Repurchase of Subject Shares.
----------------------------
(a) Upon the terms and subject to the conditions of this Agreement, at
the closing of the transactions contemplated hereby (the "Closing"), which
Closing is taking place contemporaneously with the execution and delivery of the
Agreement by the parties hereto, FA shall sell, transfer and convey to the
Company, and the Company shall acquire from FA, the Subject Shares at a purchase
price equal to the sum of (a) Seven Million Nine Hundred Sixteen Thousand Nine
Hundred Sixty-Eight Dollars and Fifty Cents ($7,916,968.50) ($1.50 per Subject
Share) and (b) an interest factor accruing from April 5, 2000 to the date of the
Closing at the simple annual rate of 12% (collectively, the "Purchase Price").
(b) At the Closing (A) the Company shall deliver to FA (i) the
Purchase Price, in immediately available United States Dollars, by wire transfer
to a bank account designated by FA, and (ii) an irrevocable instruction to its
transfer agent to issue a certificate representing 1,484,368 Common Shares,
representing the Common Shares in excess of the Subject Shares represented by
the Certificate (defined hereinbelow), duly executed by the Company in
contemplation of delivery of the same to FA at Closing hereunder (the "Excess
Shares"); and (B) FA shall deliver to the Company (i) a certificate (the
"Certificate") representing 6,762,247 Common Shares, duly endorsed or
accompanied by stock powers duly executed in blank and otherwise in form
reasonably satisfactory to the Company for transfer on the books of the Company
and (ii) such other instruments and documents as may be reasonably requested by
the Company to evidence its purchase of the Subject Shares. At the Closing,
subject to the delivery of the Purchase Price in accordance with this Paragraph,
FA shall simultaneously sell, convey, assign, transfer and deliver to the
Company, and the Company shall purchase, acquire and accept from FA, good and
valid title to the Subject Shares, free and clear of all liens, claims, charges
or other encumbrances (collectively, "Liens").
2. Representations and Warranties of the Company.
---------------------------------------------
The Company hereby represents and warrants to the Stockholders as
follows:
2
{PAGE}
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
corporate power and corporate authority to enter into this Agreement, and to
consummate the transactions contemplated hereby.
(b) The execution, delivery and performance by the Company of this
Agreement, and the consummation by the Company of the transactions contemplated
hereby, have been authorized by all necessary corporate action. This Agreement
has been duly executed and delivered by the Company and, assuming that this
Agreement constitutes a valid and binding obligation of each of the
Stockholders, constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
(c) The execution and delivery by the Company of this Agreement do
not, and the consummation by the Company of the transactions contemplated hereby
and compliance by the Company with the terms hereof will not, conflict with, or
result in any violation of or default under (i) any provision of the Company's
Restated Certificate of Incorporation, as amended, the Company's Amended and
Restated By-Laws or any other similar organizational documents of the Company,
(ii) any judgment, order, injunction or decree (an "Order"), or statute, law,
ordinance, rule or regulation ("Applicable Law"), applicable to the Company or
the property or assets of the Company or (iii) any note, bond, mortgage,
indenture, license, agreement, lease or other instrument or obligation
("Contracts") to which the Company is party or by which the Company or any of
the Company's assets may be bound. No consent, approval, order or authorization
of, notice to, or registration, declaration or filing with ("Governmental
Approval") any court, administrative agency or commission or other governmental
entity, authority or instrumentality, domestic or foreign ("Governmental
Authority"), is required to be obtained or made by or with respect to the
Company in connection with the execution and delivery of this Agreement or the
consummation by the Company of the transactions contemplated hereby.
(d) Set forth on Attachment B are true, correct and complete schedules
------------
setting forth the following:
(i) The total number of shares of Company Common Stock
currently issued and outstanding;
(ii) The total number of shares of Company Common Stock being
simultaneously repurchased from the Frankino Parties;
(iii) The total number of shares of Company Common Stock
subject to issuance upon the exercise of currently outstanding
stock options, calculated without reference to whether or not such
options are currently vested or exercisable;
(iv) The total number of shares of Company Common Stock subject
to issuance upon the exercise of conversion or exchange rights
under securities convertible into or exchangeable for Company
Common Stock or the exercise of any other rights to acquire
Company Common
3
{PAGE}
Stock, calculated without reference to whether or not such
conversion, exchange or other rights are currently vested or
exercisable;
(v) All outstanding equity securities of the Company, other
than Company Common Stock; and
(vi) All outstanding commitments to issue, grant or otherwise
transfer to any person any equity securities of the Company or
any of its subsidiaries, or any other securities convertible into
or exchangeable for or any other right to acquire equity
securities of the Company or any of its subsidiaries, calculated
261687
|
 National Auto Credit, Inc
As referenced in this Stock Purchase and Standstill Agreement:
NATIONAL AUTO CREDIT, – 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
_____________
National Auto Credit, – director and
stockholder of the Company ("Frankino"), and certain of his affiliates
(collectively, the "Frankino Parties"), which disputes have resulted in
litigation styled National Auto Credit, Inc. v. Sam J. Frankino, C.A. No. 17973
and Sam J. Frankino v. David L. Huber, et al., C.A. No.
_____________
NATIONAL AUTO CREDIT, – AND STANDSTILL
AGREEMENT, DATED AS OF NOVEMBER __, 2000, BY AND AMONG READING
ENTERTAINMENT, INC., FA, INC., CITADEL HOLDING CORPORATION, CRAIG
CORPORATION AND NATIONAL AUTO CREDIT, INC. (THE "COMPANY") AND MAY NOT BE
TRANSFERRED EXCEPT AS PERMITTED BY THE TERMS THEREOF.
(ii) Each certificate representing Shares that were
_____________
National Auto Credit, – any notice of a change of
address or facsimile number shall be effective only upon receipt thereof):
(a) If to the Company, to:
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
_____________
NATIONAL AUTO CREDIT, – 16
{PAGE}
IN WITNESS WHEREOF, the undersigned parties have executed this Stock
Purchase and Standstill Agreement as of the date first above written.
NATIONAL AUTO CREDIT, INC.
By: /s/ David L. Huber
----------------------------
Name: David L. Huber
---------------------
Title: President and CEO
--------------------
READING ENTERTAINMENT, INC.
By: /s/ S. Craig Tompkins
----------------------------
_____________
dt 230586
;
Skadden
As referenced in this Stock Purchase and Standstill Agreement:
Skadden, Arps – Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Jonathan J. Lerner, Esquire
Facsimile: (212) 735-2000
and
_____________
dt 142004
;
| Reading Entertainment Inc.;
FA, Inc.;
Citadel Holding Corporation
|
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| 2003 |
Standstill Agreement
Standstill Agreement (22K)
Doc #262803: Click preview link for longer preview.
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") is dated as of
November 18, 2003, by and among Pennsylvania Real Estate Investment Trust, a
|