VECTOR GROUP LTD. AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of August 16, 2007 U.S. BANK NATIONAL ASSOCIATION as Trustee and as Collateral AgentIndenture • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
INDENTURE dated as of August 16, 2007 among Vector Group Ltd., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association as Trustee (as defined) and as Collateral Agent (as defined).
REGISTRATION RIGHTS AGREEMENT by and among VECTOR GROUP LTD., VGR HOLDING LLC LIGGETT GROUP LLC LIGGETT VECTOR BRANDS INC. VECTOR RESEARCH LLC LIGGETT & MYERS HOLDINGS INC. LIGGETT & MYERS INC. 100 MAPLE LLC V.T. AVIATION LLC VGR AVIATION LLC EVE...Registration Rights Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
This Registration Rights Agreement, dated as of August 16, 2007 (this “Agreement”), is entered into by and among (i) Vector Group Ltd., a Delaware corporation (the “Issuer”), (ii) VGR Holding LLC, a Delaware limited liability company, Liggett Group LLC, a Delaware limited liability company, Liggett Vector Brands Inc., a Delaware corporation, Vector Research LLC, a Delaware limited liability company, Liggett & Myers Holdings Inc., a Delaware corporation, Liggett & Myers 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 and Vector Tobacco Inc., a Virginia corporation and (iii) Jefferies & Company, Inc. (the “Initial Purchaser”), which has agreed to purchase the Issuer’s 11% Senior Secured Notes due 2015 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).
Re: Amendment No. 5 to Financing AgreementsFinancing Agreements • August 17th, 2007 • Vector Group LTD • Cigarettes
Reference is made to the financing arrangements between Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (“Lender”) and Liggett Group LLC, a Delaware limited liability company, as successor to Liggett Group Inc. (“Borrower”) and 100 Maple LLC, a Delaware limited liability company (“Maple”), pursuant to the terms of the Amended and Restated Loan and Security Agreement, dated as of April 14, 2004 (as the same may now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”). Capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement, unless otherwise defined herein.
SECURITY AGREEMENT DATED August 16, 2007 between EACH OF THE GRANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Collateral AgentSecurity Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
The Grantors enter into this Agreement in connection with the Indenture dated August 16, 2007 (the Indenture) by and among Vector Group Ltd. (Vector Group), the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee) under the Indenture. Pursuant to the Indenture, Vector Group is issuing Notes and the Grantors are guaranteeing the Notes as provided in the Indenture. The Grantors now wish to secure their obligations under the Indenture by entering into this Agreement.
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT among WACHOVIA BANK, NATIONAL ASSOCIATION, as ABL Lender and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and LIGGETT GROUP LLC, as Borrower and 100 MAPLE LLC, as Loan PartyIntercreditor and Lien Subordination Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT, dated as of August 16, 2007 (this “Intercreditor Agreement” as hereinafter further defined), among Wachovia Bank, National Association (the “ABL Lender” as hereinafter further defined), for itself and on behalf of the other ABL Secured Parties (as hereinafter defined), U.S. Bank National Association, in its capacity as collateral agent for the Noteholder Secured Parties (in such capacity, “Collateral Agent” as hereinafter further defined), Liggett Group LLC, a Delaware limited liability company, as successor to Liggett Group Inc., and 100 Maple LLC, a Delaware limited liability company (“Maple”).
SECURITY AGREEMENT DATED August 16, 2007 between VECTOR TOBACCO INC. and U.S. BANK NATIONAL ASSOCIATION as Collateral AgentSecurity Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
The Grantor enters into this Agreement in connection with the Indenture dated August 16, 2007 (the Indenture) by and among Vector Group Ltd. (Vector Group), the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee) under the Indenture. Pursuant to the Indenture, Vector Group is issuing Notes and the Grantor is guaranteeing the Notes as provided in the Indenture. The Grantor now wishes to secure its obligations under the Indenture by entering into this Agreement.
PLEDGE AGREEMENT DATED August 16, 2007 between VGR HOLDING LLC and U.S. BANK NATIONAL ASSOCIATION as Collateral AgentPledge Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
The Pledgor enters into this Agreement in connection with the Indenture dated August 16, 2007 (the Indenture) by and among Vector Group Ltd. (Vector Group), the Guarantors party thereto and U.S. Bank National Association, as the trustee (the Trustee) under the Indenture. Pursuant to the Indenture, Vector Group is issuing Notes and Pledgor is guaranteeing the Notes as provided in the Indenture. Pledgor now wishes to secure its obligations under the Indenture by entering into this Agreement.
Re: Amendment No. 6 to Financing AgreementsFinancing Agreement • August 17th, 2007 • Vector Group LTD • Cigarettes • New York
Reference is made to the financing arrangements between Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (“Lender”) and Liggett Group LLC, a Delaware limited liability company, as successor to Liggett Group Inc. (“Borrower”), 100 Maple LLC, a Delaware limited liability company (“Maple”) and Epic Holdings Inc., a Delaware corporation, pursuant to the terms of the Amended and Restated Loan and Security Agreement, dated as of April 14, 2004 (as the same may now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”). Capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement, unless otherwise defined herein.
