5% Variable Interest Senior Convertible Notes due 2011Vector Group LTD • April 14th, 2005 • Cigarettes • New York
INDENTURE, dated as of April 13, 2005, between Vector Group Ltd., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 100 S.E. Second Street, Miami, Florida 33131, and Wells Fargo Bank N.A., a national banking association, as Trustee (the “Trustee”).
Master Securities Loan AgreementLoan Agreement • April 14th, 2005 • Vector Group LTD • Cigarettes • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2005 • Vector Group LTD • Cigarettes • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 13, 2005, by and between Vector Group Ltd., a Delaware corporation, with headquarters located at 100 S.E. Second Street, Miami, FL 33131 (the “Company”), and Jefferies & Company, Inc., with an office at 11100 Santa Monica Boulevard, 10th Floor, Los Angeles, CA 90025 (the “Initial Purchaser”).
April 13, 2005 Andrew Whittaker Executive Vice President Jefferies & Company, Inc. 11100 Santa Monica Boulevard 10th Floor Los Angeles, California 90025 Dear Andrew:Vector Group LTD • April 14th, 2005 • Cigarettes
On the terms set forth in the Master Securities Loan Agreement dated as of April 13, 2005 (the “Loan Agreement”), between the undersigned and Jefferies & Company, Inc. (“Jefferies”), and for other good and valuable consideration, the receipt of which is hereby acknowledged, notwithstanding any other agreement, the undersigned has agreed to lend or re-lend, in case the loan is terminated, to Jefferies 300,000 shares (the “Borrowed Shares”) of common stock of Vector Group Ltd., a Delaware corporation (“Vector”), owned beneficially and of record by the undersigned. The undersigned hereby agrees not to dispose of or encumber or otherwise impair in any fashion at any time, the availability of such Borrowed Shares during the Availability Period. The “Availability Period” shall mean the period commencing on November 18, 2004 and ending on the date that is thirty (30) months after the date thereof. The undersigned also will use commercially reasonable efforts to cooperate with Vector to assure
April 13, 2005 Mr. Howard M. Lorber c/o Vector Group Ltd. 100 S.E. Second Street, 32nd Floor Miami, FL 33131 Dear Mr. Lorber:Vector Group LTD • April 14th, 2005 • Cigarettes • Delaware
This letter agreement will confirm the understandings between Vector Group Ltd. (“Vector”) and you, as a stockholder of Vector, in connection with Vector’s private placement of $30 million of 5% Variable Interest Senior Convertible Notes due 2011 (the “Notes”), which closed on April 13, 2005. Prior to the offering, Jefferies & Company, Inc. (“Jefferies”), the initial purchaser of the Notes, advised Vector that, to successfully market the offering, buyers of convertible securities must be able to borrow shares of Vector common stock on normal terms in order to hedge purchases of the Notes. Based on the existing public float of Vector’s stock, Jefferies indicated that there was not a sufficient number of shares available in the market to borrow. Accordingly, Jefferies stated to Vector that the proposed investors in the Notes would only proceed with the private placement if you and your affiliates, as a principal stockholder of Vector, agreed for a period of 30 months from November 18, 20
