Common use of Certain Permitted Transactions Clause in Contracts

Certain Permitted Transactions. Notwithstanding anything to the contrary contained in Sections 9.7, 9.9, 9.10, 9.11 and 9.12 above, Lender agrees to or consents to the following, as applicable: (a) Borrower may make distributions to VGRH to the extent permitted under Section 9.11; (b) To the extent permitted by the New Notes Indenture, Borrower may make payments and engage in the transactions pursuant to (i) the Corporate Services Agreement, dated as of January 1, 1992, as amended from time to time, between Borrower and VGRH; provided, that, such payments do not exceed $6,898,572 in the aggregate during any consecutive twelve month (12) period, plus the five percent (5%) per annum increase on such fees per annum to the extent paid in any such twelve (12) month period by Borrower to VGRH and (ii) the Services Agreement, dated February 26, 1991, as amended from time to time, between Vector Group Ltd. (successor-in-interest to Brooke Group Ltd., successor by assignment to Brooke Management Inc.) and Borrower; provided, that, such payments do not exceed $1,764,000 in the aggregate during any consecutive twelve month (12) period; (c) Borrower may make payments and engage in the transactions permitted under Section 4.11(a) of the New Notes Indenture; provided, that, (i) each such transaction is in Borrower’s ordinary course of business on prices and terms no less favorable than would have been obtained in an arm’s length transaction with a Person not an Affiliate, (ii) Borrower shall provide Lender with written reports, on the tenth (10th) day of each month setting forth the nature and amount of each such transaction for the immediately prior month, including, without limitation, all payments with respect thereto and outstanding indebtedness owed thereunder, (iii) the aggregate indebtedness owed to Borrower in connection with all such transactions outstanding at any time does not exceed $500,000, and (iv) such transaction or series of related transactions does not involve payments or delivery of goods or services by Borrower having a value in excess of $500,000 in each case; (d) The Maple Transactions subject to compliance to Lender’s satisfaction with the following terms and conditions: (i) Borrower shall have guaranteed payment in full to Lender of the Mebane Loan and all other indebtedness now or hereafter owed by Maple to Lender, including without limitation, principal, interest, fees and expenses (collectively, the “Maple Obligations”), and such guarantee by Borrower in favor of Lender shall be in form and substance satisfactory to Lender, (ii) Maple shall have guaranteed payment in full to Lender of all of the Obligations, and such guarantee by Maple shall be in form and substance satisfactory to Lender (the “Maple Guarantee”), (iii) The first mortgage and lien granted by Maple to Lender on the Mebane Premises and in the Mebane Lease shall secure all of the Maple Obligations, including, without limitation, the Maple Guarantee, (iv) The Mebane Lease (A) shall be for a period of not less than seven (7) years with a monthly rental at least equal to the monthly payment of principal and interest due on the Mebane Loan, and (B) shall not be amended, modified or terminated in any material respect without the prior written consent of Lender, (v) The term “Obligor” shall include, without limitation, Maple until such time as the later of (A) the obligation evidenced by the Mebane Note is satisfied in accordance with its terms or (B) the Maple Guarantee is terminated as provided therein,

Certain Permitted Transactions. Notwithstanding anything to the contrary contained in Sections 9.7, 9.9, 9.10, 9.11 and 9.12 above, Lender agrees to that or consents to the followingto, as applicable: (a) Borrower may make distributions dividend payments to VGRH Brooke Group Holding Inc. (formerly known as Brooke Group Ltd.) to the extent permitted under Section 9.119.11 or Section 9.17(d) hereof; (b) To the extent permitted by the New Notes Indenture, Borrower may make payments and engage in the transactions pursuant to permitted under clauses (i) and (v) of Section 4.09 of the Indenture, as in effect on March 8, 1994; PROVIDED, THAT at the time of each such payment permitted by the exception contained in clause (i) of Section 4.09 of the Indenture, such payments do not exceed $4,400,000 in the aggregate during any consecutive twelve month period, plus the five (5%) percent per annum increase on the fees of $2,600,000 per annum payable under the Corporate Services Agreement, dated as of January 1, 1992, as amended from time to time, 1992 between Borrower and VGRH; provided, that, such payments do not exceed $6,898,572 in the aggregate during any consecutive twelve month VGR Holding Inc. (12formerly BGLS Inc.) period, plus the five percent (5%) per annum increase on such fees per annum to the extent paid in any such twelve (12) month period by Borrower to VGRH and VGR Holding Inc. (ii) the Services Agreement, dated February 26, 1991, as amended from time to time, between Vector Group Ltd. (successor-in-interest to Brooke Group Ltd., successor by assignment to Brooke Management formerly BGLS Inc.) and Borrower; provided, that, such payments do not exceed $1,764,000 in the aggregate during any consecutive twelve month (12) periodunder said agreement; (c) Borrower may make payments and engage in the transactions permitted under the first paragraph of Section 4.11(a) 4.09 of the New Notes Indenture, as in effect on March 8, 1994; providedPROVIDED, that, that (i) each such transaction is in Borrower’s 's ordinary course of business on prices and terms no less favorable than would have been obtained in an arm’s 's length transaction with a Person not an Affiliate, (ii) Borrower shall provide Lender with written reports, on the tenth (10th) day of each month setting forth the nature and amount of each such transaction for the immediately prior month, including, without limitation, all payments with respect thereto and outstanding indebtedness owed thereunder, (iii) the aggregate indebtedness owed to Borrower in connection with all such transactions outstanding at any time does not exceed $500,000, and (iv) such transaction or series of related transactions does not involve payments or delivery of goods or services by Borrower having a value in excess of $500,000 in each case; (d) Borrower may, on or prior to May 31, 2006, make distributions or pay dividends to VGR Holding, Inc. (formerly BGLS Inc.) in an aggregate amount not to exceed the Twelve Million Dollar VGR Contribution PROVIDED that, with respect to any payment or distribution (i) Lender receives five (5) days prior written notice of any such intended distribution or payment and such written notice specifically designates such payment as a payment in respect of the Twelve Million Dollar VGR Contribution, and (ii) as of the date of such distribution or payment, no Event of Default exists, Borrower is in compliance with all financial covenants as set forth herein and after given effect to each such payment or distribution, Borrower has Excess Availability greater than $0; (e) Borrower may make payments for the purpose of complying with the terms of the Order, PROVIDED THAT the aggregate principal amount of such payments, which shall be used to purchase the bond required to be posted, and fund the escrow payment required to be made, by Borrower under the Order, shall not exceed Nine Million Seven Hundred Twenty Three Thousand Seventy-Seven Dollars ($9,723,077); (f) The Maple Transactions VGRH Guarantee, subject to compliance the Subordination Agreement; PROVIDED that in the event that Lender receives a Junior Creditor Notice under the VGRH Guarantee, in addition to Lender’s satisfaction with 's right to establish reserves, from time to time, hereunder, Lender shall have the following terms right, in its sole discretion, to establish a reserve in the amount of $10,000,000; (g) The Medallion Guarantee, subject to the Subordination Agreement, dated April 1, 2002, between Lender, Gary L. Hall, Gary L. Hall Retained Annuity Trust I and conditions:Hall Family Tr▇▇▇; (▇) Borrower having (i) merged L&M Club Inc., Chesterfield Club, Inc., Gary Tobacco Company, Liggett & Myers Export Company, Inc. and Liggett & ▇yers International ▇▇▇▇▇▇ati▇▇, ▇ith and into Liggett & Mye▇▇, ▇▇▇., (▇▇) dissolved Liggett Group International Corp. ▇▇▇ ▇iga▇▇▇▇▇ Exporting Company of A▇▇▇▇▇▇, Ltd. and (iii) merged Carolina Tobacco Express Company into Borrower; (i) Borrower shall have guaranteed payment in full to Lender of having entered into the Mebane Loan and all other indebtedness now or hereafter owed by Maple to Lender, including without limitation, principal, interest, fees and expenses (collectively, the “Maple Obligations”), and such guarantee by Borrower in favor of Lender shall be in form and substance satisfactory to Lender, (ii) Maple shall have guaranteed payment in full to Lender of all of the Obligations, and such guarantee by Maple shall be in form and substance satisfactory to Lender (the “Maple Guarantee”), (iii) The first mortgage and lien granted by Maple to Lender on the Mebane Premises and in the Mebane Lease shall secure all of the Maple Obligations, including, without limitation, the Maple Guarantee, (iv) The Mebane Lease (A) shall be for a period of not less than seven (7) years with a monthly rental at least equal to the monthly payment of principal and interest due on the Mebane Loan, and (B) shall not be amended, modified or terminated in any material respect without the prior written consent of Lender, (v) The term “Obligor” shall include, without limitation, Maple until such time as the later of (A) the obligation evidenced by the Mebane Note is satisfied in accordance with its terms or (B) the Maple Guarantee is terminated as provided therein,G.