STOCK PURCHASE AND CONTRIBUTION AGREEMENT STOCK PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 10, 1996 (the "Agreement"), by and among UST Inc., a Delaware corporation ("UST"), UST Enterprises, Inc., a Delaware corporation ("Enterprises",...Stock Purchase Agreement • October 11th, 1996 • Ust Inc • Tobacco products • California
UST INC. TO STATE STREET BANK AND TRUST COMPANY Trustee INDENTUREIndenture • August 13th, 1999 • Ust Inc • Tobacco products • New York
1 UST INC.Purchase Agreement • August 16th, 1999 • Ust Inc • Tobacco products
CREDIT AGREEMENT among UST INC. The Several Lenders from Time to Time Parties Hereto,Credit Agreement • November 14th, 1996 • Ust Inc • Tobacco products • Connecticut
EXHIBIT 10.3 EMPLOYMENT AGREEMENT AGREEMENT made as of the 30th day of June, 2000, between UST Inc., a Delaware corporation (the "Company") and Richard A. Kohlberger (the "Executive"). The Company wishes to employ the Executive as a Senior Vice...Employment Agreement • March 9th, 2001 • Ust Inc • Tobacco products • Connecticut
FORM T-1Trust Indenture • August 16th, 1999 • Ust Inc • Tobacco products
1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT AGREEMENT made this [ ] day of [ ], 1996, between UST INC., a Delaware corporation (the "Company"), and Robert D. Rothenberg (the "Executive"). The Executive is presently employed by the Company [or a subsidiary...Employment Agreement • March 17th, 1997 • Ust Inc • Tobacco products
UST INC.Exchange and Registration Rights Agreement • May 12th, 2000 • Ust Inc • Tobacco products • New York
1 Exhibit 10 THIS AGREEMENT dated as of June 27, 2000 by and between UST Inc., a Delaware corporation with its principal executive offices at 100 West Putnam Avenue, Greenwich, Connecticut 06830 (the "Company"), and Robert E. Barrett, residing at 8...Employment Agreement • August 11th, 2000 • Ust Inc • Tobacco products • Connecticut
among UST INC.,Credit Agreement • October 18th, 2000 • Ust Inc • Tobacco products • New York
FORM T-1Trust Indenture Act Eligibility Statement • May 12th, 2000 • Ust Inc • Tobacco products
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • November 6th, 2002 • Ust Inc • Tobacco products • New York
UST Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 6.625% Senior Notes due July 15, 2012. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
1 SMOKELESS TOBACCO MASTER SETTLEMENT AGREEMENT 2 SMOKELESS TOBACCOMaster Settlement Agreement • November 25th, 1998 • Ust Inc • Tobacco products
UST INC. 5.75% Senior Notes due 2018 UNDERWRITING AGREEMENTUnderwriting Agreement • February 29th, 2008 • Ust Inc • Tobacco products • New York
UST INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2005 • Ust Inc • Tobacco products • Delaware
This Indemnification Agreement (“Agreement”) is made and effective as of August 4, 2005 by and between UST Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
December 7, 2006Employment Agreement • December 11th, 2006 • Ust Inc • Tobacco products • Delaware
UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”) regarding the terms and conditions related to your employment with the Company.
Murray S. Kessler Chairman, President and Chief Executive Officer UST Inc. Greenwich, CT 06830 Dear Murray:Employment Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware
UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”) regarding the terms and conditions related to your employment with the Company.
300,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of June 29, 2007, among UST INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, CITIBANK, N.A., as the Administrative...Credit Agreement • July 3rd, 2007 • Ust Inc • Tobacco products • New York
THIS FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of June 29, 2007, is among UST INC., a Delaware corporation (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), CITIBANK, N.A. “Citibank”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and THE BANK OF NOVA SCOTIA (“Scotia Capital”), CALYON NEW YORK BRANCH, PNC BANK, NATIONAL ASSOCIATION, US BANK, NATIONAL ASSOCIATION and CITIZENS BANK OF MASSACHUSETTS, as co-syndication agents.
DATE]Severance Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware
UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company and the interests of UST’s stockholders to foster the continuous employment of key management personnel. In addition, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist, and that the uncertainty and questions which may arise among Company management as a result of the foregoing may cause the departure or distraction of management to the detriment of the Company and its stockholders.
1 EXHIBIT 4.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER...Security Agreement • May 12th, 2000 • Ust Inc • Tobacco products
AGREEMENT AND PLAN OF MERGER among ALTRIA GROUP, INC., ARMCHAIR MERGER SUB, INC. and UST INC. Dated as of September 7, 2008Agreement and Plan of Merger • September 8th, 2008 • Ust Inc • Tobacco products • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of September 7, 2008, among UST INC., a Delaware corporation (the “Company”), ALTRIA GROUP, INC., a Virginia corporation (“Parent”), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
July 20, 2007Severance Agreement • July 23rd, 2007 • Ust Inc • Tobacco products • Delaware
UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company and the interests of UST’s stockholders to foster the continuous employment of key management personnel. In addition, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist, and that the uncertainty and questions which may arise among Company management as a result of the foregoing may cause the departure or distraction of management to the detriment of the Company and its stockholders.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 8th, 2005 • Ust Inc • Tobacco products • Delaware
THIS RETENTION BONUS AGREEMENT (the “Agreement”), effective as of November 3, 2005 (the “Effective Date”), is between UST Inc., a Delaware corporation (the “Company”), and Vincent A. Gierer, Jr. (the “Executive”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 3rd, 2008 • Ust Inc • Tobacco products • Delaware
THIS AMENDMENT NO. 1, dated as of October 2, 2008 (this “Amendment”), by and among UST INC., a Delaware corporation (the “Company”), ALTRIA GROUP, INC., a Virginia corporation (“Parent”), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), is an amendment to that certain Agreement and Plan of Merger dated as of September 7, 2008 (as amended, the “Merger Agreement”) among the Company, Parent and Merger Sub.
First Supplemental Indenture between UST INC., as Issuer and Dated as of February 29, 2008First Supplemental Indenture • February 29th, 2008 • Ust Inc • Tobacco products • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 29, 2008 (this “Supplemental Indenture”), between UST Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as successor to State Street Bank and Trust Company, as trustee (the “Trustee”), under the Indenture, dated as of May 27, 1999 (the “Base Indenture”), between the Company and the Trustee.
NON-COMPETITION AND RELEASE AGREEMENTNon-Competition Agreement • April 6th, 2007 • Ust Inc • Tobacco products • Connecticut
This Non-Competition and Release Agreement (the “Agreement”) by and between UST Inc., a Delaware corporation (“UST” or the “Company”), and Robert T. D’Alessandro (the “Executive”), is entered into effective as of April 6, 2007, (the “Effective Date”).
UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 16th, 2004 • Ust Inc • Tobacco products • Delaware
RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock, and hereby amended as of September 13, 2004, by and between UST Inc., a Delaware corporation (the “Company”), pursuant to the Amended and Restated Stock Incentive Plan (the “Plan”) and the employee of the Company or a Subsidiary named on the Notice of Grant of Restricted Stock (the “Employee”);
UST INC. NONEMPLOYEE DIRECTORS’ STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • February 22nd, 2005 • Ust Inc • Tobacco products • Delaware
NONSTATUTORY STOCK OPTION AGREEMENT, entered into pursuant to the UST Inc. Nonemployee Directors’ Stock Option Plan (the “Plan”), between UST Inc., a Delaware corporation (the “Company”), and NAME, a Director (the “Director”) of the Company.
INTEREST PURCHASE AGREEMENT by and among STAG’S LEAP WINE CELLARS, STAG’S LEAP VINEYARDS, L P, RAINBOWDAY, LLC, THE SELLERS LISTED HEREIN and MICHELLE- ANTINORI, LLC Dated as of July 27, 2007Interest Purchase Agreement • August 2nd, 2007 • Ust Inc • Tobacco products • California
This INTEREST PURCHASE AGREEMENT, dated as of July 27, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Stag’s Leap Wine Cellars, a California limited partnership (“SLWC”), Stag’s Leap Vineyards, L P, a California limited partnership (“SLV”), Rainbowday, LLC, a California limited liability company (“Rainbowday” and, together with SLWC and SLV, the “Companies”), the sellers listed on Exhibit A hereto (“Sellers”), and Michelle-Antinori, LLC, a California limited liability company (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Connecticut
AGREEMENT made as of the 16th day of December, 2008, between UST Inc., a Delaware corporation (the “Company”) and Richard A. Kohlberger (the “Executive”).
ContractSecurity Agreement • November 6th, 2002 • Ust Inc • Tobacco products
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE OR TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE (A) AND (B) IN A
SUBSEQUENT AGREEMENTSubsequent Agreement • February 9th, 2005 • Ust Inc • Tobacco products • Connecticut
This Subsequent Agreement (this “Agreement”) by and between UST Inc., a Delaware corporation (the “Company”), and Richard H. Verheij (the “Executive”), is entered into effective as of January 10, 2005 (the “Effective Date”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN UST Inc. as Seller, AND ANTARES 100WP LLC, as Purchaser pertaining to 100 West Putnam Avenue Greenwich, Connecticut January 31, 2007Purchase and Sale Agreement • February 2nd, 2007 • Ust Inc • Tobacco products • Connecticut
AGREEMENT OF PURCHASE AND SALE (“Agreement”) entered into and effective for all purposes as of January 31, 2007 (the “Effective Date”), by and between , UST INC., a Delaware corporation (“Seller”), and ANTARES 100WP LLC, a Delaware Limited Liability Company (“Purchaser”).
DATE]Letter Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware
International Wine & Spirits Ltd. (“the Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the "Agreement"). The Board of Directors of UST (the "Board of Directors" or the "Board") considers it essential to the best interests of the Company and the interests of UST's stockholders to foster the continuous employment of key management personnel. In addition, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of UST may exist, and that the uncertainty and questions which may arise among Company management as a result of the foregoing may cause the departure or distraction of Company management personnel to the detriment of the Company and of UST and its stockholders.
200,000,000 BRIDGE CREDIT AGREEMENT, dated as of December 19, 2007, among UST INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as the...Bridge Credit Agreement • December 20th, 2007 • Ust Inc • Tobacco products
