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Exhibit 10.43
ADDENDUM TO INITIAL STATES SETTLEMENT AGREEMENT
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This ADDENDUM TO INITIAL STATES SETTLEMENT AGREEMENT is entered into
this _________ day of March, 1997 by and among the State of West Virginia, State
of Florida, State of Mississippi, Commonwealth of Massachusetts, and State of
Louisiana (collectively, "Initial States") and Brooke Group Ltd., a Delaware
corporation ("Brooke Group"), Xxxxxxx & Xxxxx, Inc., a Delaware corporation
("Xxxxx"), and Xxxxxxx Group, Inc., a Delaware corporation (which with Xxxxx, is
hereinafter referred to as "Xxxxxxx").
WHEREAS,
A. On March 15, 1996, the State of West Virginia, the State of Florida,
the State of Mississippi, the Commonwealth of Massachusetts, and the State of
Louisiana, and Xxxxxxx and Xxxxxx Group entered into a settlement (the "Initial
Settlement") of the Actions brought by the foregoing States, pursuant to which
Xxxxxxx agreed to make certain payments, comply with certain proposed
regulations restricting the marketing and sale of cigarettes to minors and to
offer certain cooperation in connection with the prosecution of such Actions
against other Defendants, all in accordance with the terms of the Initial
Settlement, a copy of which is annexed hereto as Appendix A.
B. On March 20, 1997, eighteen States and Xxxxxxx and Xxxxxx Group
entered into a settlement (the "New Settlement") of the Actions brought by such
eighteen states, pursuant to which Xxxxxxx agreed, among other things, to extend
additional cooperation in connection with the prosecution of Attorneys General
Actions against other Defendants than Xxxxxxx agreed to in the Initial
Settlement and such other States agreed to exercise best efforts to ensure that
the financial terms of any Global Settlement, legislative or otherwise, are no
more onerous on, or less favorable to Brooke Group and Xxxxxxx than those set
forth in the New Settlement, a copy of which is annexed hereto as Appendix B.
C. The Initial Settling States and Xxxxxxx and Brooke Group wish to
expand upon the Initial Settlement, through this Addendum to Settlement
Agreement to provide for additional cooperation by the Settling Defendants with
the Initial Settling States, and to provide Settling Defendants with assurances
that the Initial Settling States will seek to ensure that any Global Settlement
provide for financial terms for Xxxxxxx that reflect appropriate recognition of
Xxxxxxx'x cooperative efforts.
NOW THEREFORE, in consideration of the foregoing and of the promises
set forth in this Addendum to Settlement Agreement, the undersigned Attorneys
General, on their own behalf and on behalf of their respective States, and
Xxxxxxx and Xxxxxx Group hereby stipulate and agree that the Initial Settlement
shall be changed and amended as follows:
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1. With respect to each of the Initial Settling States defined in the
Agreement of March 15, 1996 and March 1997 Brooke Group and Xxxxxxx, upon
execution of this Amendment to the March 15, 1996 Agreement, shall cooperate in
and facilitate reasonable third party discovery from Brooke Group and Xxxxxxx in
connection with any Attorney Generals Action, provided that such information
disclosed or provided by Brooke Group and/or Xxxxxxx is not disclosed to any
third parties except as required by law, including non-settling Attorneys
General.
2. The March 15, 1996 Agreement shall be deemed amended to expressly
include the following provisions from the March 1997 Attorneys General
Agreement.
ss.4.1
ss.4.2
ss.4.3.1, ss.4.3.2, ss.4.3.3, ss.4.3.4
ss.4.5 to the extent this provision increases the required
compliance with FDA Rules.
ss.4.8
ss.5
3. The following sections shall be deleted from the March 15, 1996
Agreement or Amended as set forth below:
ss.4.1 is deleted
ss.4.4 is replaced by ss.4.7 of the March 1997 agreement.
ss.4.5 is amended by supplementing it with ss.4.8 of the
March 1997 Agreement to the extent the provision of
ss.4.8 of the March 1997 Agreement require greater
compliance with FDA Rules.
4. Section 4 of the March 15, 1996 Agreement shall in all other
respects remain in full force and effect.
5. Section 5.7 is to be deleted from the March 15, 1996 Agreement.
6. Section 8.2 of the March 15, 1996 Agreement shall be amended to
substitute the words "Non-Settling Tobacco Companies" for the current word
"Defendants".
7. Section 16.12 of the March 15, 1996 Agreement will be retained for
the continuing jurisdiction of the court over documents produced under this
Agreement as amended.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and date first written above.
STATE OF MISSISSIPPI STATE OF LOUISIANA
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Leyoub
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Attorney General Attorney General
STATE OF WEST VIRGINIA BROOKE GROUP LTD.
By: /s/ Xxxxxxx X. XxXxxx By: /s/ Xxxxxxx X. XxXxx
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Attorney General
STATE OF FLORIDA XXXXXXX GROUP INC.
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. XxXxx
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Attorney General
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