Contribution, Exchange & Termination Agreement

Exhibit 10.01


CLEARVIEW CINEMA GROUP, INC.


CONTRIBUTION, EXCHANGE, AND TERMINATION
AGREEMENT


December __, 1994


This Contribution, Exchange, and Termination Agreement (this "Agreement") is made by and among Clearview Cinema Group, Inc., a Delaware corporation (the "Company"), A. Dale Mayo ("Mayo"), and Brett E. Marks ("Marks").


Mayo owns 1,000 shares of the common stock of Clearview Theater Group, Inc., a New Jersey corporation ("Theater"), 100 shares of the common stock of CCC Madison Triple Cinema Corp., a New Jersey corporation ("Madison"), 10 shares of the common stock of CCC Chester Twin Cinema Corporation, a New Jersey corporation ("Chester") and 10 shares of the common stock of CCC Manasquan Cinema Corporation, a New Jersey corporation ("Manasquan," and together with Theater, Madison, and Chester, the "Cinema Companies"). Marks owns 96 shares of the common stock of Madison and 9.6 shares of the common stock of Chester. The shares described in the preceding two sentences (the "Cinema Company Shares") constitute all of the issued and outstanding capital stock of the Cinema Companies.


Madison has promissory notes outstanding as follows: (i) a promissory note in the principal amount of $125,000 payable to Marks and (ii) a promissory note in the principal amount of $96,000 payable to Mayo. Chester has outstanding a promissory note in the principal amount of $29,000 payable to Mayo. The promissory notes described in the preceding two sentences are collectively referred to in this Agreement as the "Notes."


Madison and Chester are each a party to a management agreement and a shareholders agreement as follows: (i) Management Agreement between Madison and A. Dale Mayo & Associates, Inc., dated April 1, 1994, (ii) Management Agreement between Chester and A. Dale Mayo & Associates, Inc., dated April 1, 1994, (iii) Shareholders' Agreement among Madison, Mayo, and Marks, dated April 1, 1994, and (iv) Shareholders' Agreement among Chester, Mayo, and Marks, dated April 1, 1994 (collectively, the "Cinema Company Agreements").


The parties wish to provide for the contribution by Mayo and Marks to the Company of the Cinema Company Shares and the Notes in exchange for shares of the common stock of the Company and for the termination of the Cinema Company Agreements. Simultaneously with the execution and delivery of this Agreement,



the Company is issuing shares of its common stock to CMNY Capital II, L.P. ("CMNY") pursuant to an Investment and Stockholders Agreement among CMNY, the Company, Mayo, and Marks, dated the date hereof (the "Stockholders Agreement"). The contribution and exchange of stock provided for in this Agreement is intended to be a tax-free transaction under Section 351 of the Internal Revenue Code of 1986, as amended.


Accordingly, the parties hereto, intending to be legally bound, agree as follows:


1. Contribution and Exchange. Mayo and Marks hereby contribute all their respective Cinema Company Shares and Notes to the Company in exchange for 550 and 200 shares, respectively, of the common stock of the Company (the "Shares"). Simultaneously upon the execution and delivery of this Agreement, Mayo and Marks are delivering to the Company stock certificates for the Cinema Company Shares, duly executed for transfer, and the Company is delivering to each of Mayo and Marks a stock certificate representing the respective number of the Shares issued to him.


2. Termination of the Cinema Company Agreements. The Cinema Company Agreements are hereby terminated.


3. Voting Trust Agreement. Immediately following the issuance of Shares to Marks pursuant to this Agreement, Marks shall enter into a Voting Trust Agreement with Mayo, the form of which is attached hereto as Exhibit A.


4. Representations and Warranties.


4.1 Each of Mayo and Marks represents and warrants to the Company and to each other as follows:


a. He understands that the Shares have not been registered under the Securities Act of 1933, as amended, (the "Federal Act") or any state securities laws because of specifi ...