SECOND SUPPLEMENTAL INDENTURE
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 15, 2014, among (i) Vector Group Ltd., a Delaware corporation (the “Issuer”), (ii) VGR Holding LLC, a Delaware limited liability company, Xxxxxxx Group LLC, a Delaware limited liability company, Xxxxxxx Vector Brands LLC, a Delaware limited liability company, Vector Research LLC, a Delaware limited liability company, Xxxxxxx & Xxxxx Holdings Inc., a Delaware corporation, 100 Maple LLC, a Delaware limited liability company, V.T. Aviation LLC, a Delaware limited liability company, VGR Aviation LLC, a Delaware limited liability company, Eve Holdings Inc., a Delaware corporation, Vector Tobacco Inc., a Virginia corporation, Accommodations Acquisition Corporation, a Delaware corporation, Zoom E-Cigs LLC, a Delaware limited liability company (collectively, the “Guarantors”), and (iii) U.S. Bank National Association (the “Trustee”).
W I T N E S SE T H
WHEREAS, the Issuer initially issued $450,000,000 aggregate principal amount of 7.750% Senior Secured Notes due 2021 (the “Existing Notes”) under an indenture, dated as of February 12, 2013 (as amended and supplemented through the date of this Second Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors and the Trustee;
WHEREAS, Section 2.02 of the Indenture provides that the Issuer may issue additional Notes (the “Additional Notes”) under the Indenture subject to certain conditions set forth in the Indenture;
WHEREAS, the Issuer wishes to issue an additional $150,000,000 aggregate principal amount of its 7.750% Senior Notes due 2021 as Additional Notes under the Indenture (the “New Notes” and together with the Existing Notes, the “Notes”);
WHEREAS, pursuant to Sections 9.01(7) and 9.06 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under the Indenture on the date hereof is $150,000,000.
3. Terms of New Notes. The New Notes to be issued as Additional Notes under the Indenture and pursuant to this Second Supplemental Indenture shall:
(a) be issued as part of the existing class of Existing Notes previously issued under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase;
(b) be issued on the date hereof, at a purchase price of 106.75% of the principal amount, plus accrued interest from February 14, 2014, and shall otherwise have the same terms and conditions in all respects as the Existing Notes issued on February 12, 2013, except for the issue date;
(c) be issuable in whole in the form of Global Notes to be held by the Depositary and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Indenture; and
(d) (x) in the case of the 144A Global Note, initially bear the CUSIP number of 92240M AZ1, and (y) in the case of the Regulation S Global Note, initially bear the CUSIP number of U92279 AH8.
4. Reaffirmation and Ratification of Indenture, Guarantees and Notes; Second Supplemental Indenture Part of Indenture. Except as expressly set forth herein, this Second Supplemental Indenture shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holders under the Indenture or Notes and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture or Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Second Supplemental Indenture shall apply to and be effective only with respect to the provisions of the Indenture or Notes specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Indenture, including the Guarantees contained therein, and Notes is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.
5. No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders. No director, owner, officer, employee, incorporator or stockholder of the Issuer, the Guarantors or any of their Affiliates, as such, shall have any liability for any obligations of the Issuer, the Guarantors or any of their Affiliates under the Notes, the Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Notes.
6. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES (INCLUDING THE NEW NOTES) AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. Counterpart Originals. This Second Supplemental Indenture may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Second Supplemental Indenture by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Second Supplemental Indenture.
8. Headings. The headings of Sections hereof have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
9. The Trustee. The recitals contained herein are made by the Issuer and the Guarantors, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second Supplemental Indenture.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| Very truly yours, | |||
| Company: | |||
| VECTOR GROUP LTD. | |||
| By: | /s/ X. Xxxxxx Xxxxxxxx III | ||
| Name: | X. Xxxxxx Xxxxxxxx III | ||
| Title: | Vice President, Chief Financial Officer and Treasurer | ||
| Guarantors: | |||
| VGR HOLDING LLC | |||
| By: | /s/ X. Xxxxxx Xxxxxxxx III | ||
| Name: | X. Xxxxxx Xxxxxxxx III | ||
| Title: | Vice President, Chief Financial Officer and Treasurer | ||
| XXXXXXX GROUP LLC | |||
| By: | /s/ Xxxx X. Xxxx | ||
| Name: | Xxxx X. Xxxx | ||
| Title: | Vice President, General Counsel and Secretary | ||
| XXXXXXX VECTOR BRANDS LLC | |||
| By: | /s/ Xxxx X. Xxxx | ||
| Name: | Xxxx X. Xxxx | ||
| Title: | Vice President and General Counsel | ||
| VECTOR RESEARCH LLC | |||
| By: | /s/ Xxxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Vice President, Treasurer and Chief Financial Officer |
||
| VECTOR TOBACCO INC. | |||
| By: | /s/ Xxxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Vice President of Finance, Treasurer and Chief Financial Officer |
||
| XXXXXXX & XXXXX HOLDINGS INC. | |||
| By: / | s/ X. Xxxxxx Xxxxxxxx III | ||
| Name: | X. Xxxxxx Xxxxxxxx III | ||
| Title: | Treasurer | ||
| 100 MAPLE LLC | |||
| By: | /s/ Xxxx X. Xxxx | ||
| Name: | Xxxx X. Xxxx | ||
| Title: | Secretary | ||
| V.T. AVIATION LLC | |||
| By: | /s/ Xxxxxxxx X. Xxxxx | ||
| Name:. | Xxxxxxxx X. Xxxxx | ||
| Title: | Vice President of Finance, Treasurer and Chief Financial Officer |
||
| VGR AVIATION LLC | |||
| By: | /s/ Xxxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Vice President of Finance, Treasurer and Chief Financial Officer |
||
| EVE HOLDINGS INC. | |||
| By: | /s/ X. Xxxxxx Xxxxxxxx III | ||
| Name: | X. Xxxxxx Xxxxxxxx III | ||
| Title: | Vice President and Treasurer | ||
| ACCOMMODATIONS ACQUISITION CORPORATION | |||
| By: | /s/ X. Xxxxxx Xxxxxxxx III | ||
| Name: | X. Xxxxxx Xxxxxxxx III | ||
| Title: | Vice President and Treasurer | ||
| ZOOM E-CIGS LLC | |||
| By: | /s/ Xxxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Vice President and Treasurer | ||
Trustee:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Hahn__________
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
