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BGL
EXHIBIT 10(d)
EXPENSE SHARING AGREEMENT
THIS AGREEMENT, is made and entered into as of January 18, 1995
(the "Agreement"), by and between Brooke Group Ltd., a Delaware
corporation ("Brooke") and New Valley Corporation, a New York
corporation ("New Valley") (collectively, the "Parties").
R E C I T A L S :
WHEREAS, Brooke is the sublessee of 12,356 square feet of
office space, on the 32nd floor in the office building now known as
International Place, located at 000 X.X. 0xx Xxxxxx, Xxxxx, Xxxxxxx
(the "Premises"), pursuant to that certain Sublease dated July
27, 1992 (the "Sublease") by and between Brooke and Carnival Cruise
Lines, Inc. (the "Sublessor"); and
WHEREAS, the Sublease expires on February 28, 1999 (the
"Expiration Date") and provides, among other things, for the payment
of rent by Brooke, to Sublessor, in the amount of $21,716.91 per
month (the "Rent") (escalating over the duration of the Sublease);
and
WHEREAS, the Sublease also requires a security deposit of
$492,000.00 (the "Security Deposit"), which amount has been paid by
Brooke and is currently held in an interest bearing escrow
account by Sublessor (the "Security Deposit Account"); and
WHEREAS, Brooke, in connection with its use and occupancy of
the Premises, incurs ordinary and customary expenses, including but
not limited to expenses for, office supplies and equipment,
telephone, maintenance, insurance and taxes (collectively,
the "Operating Expenses"); and
WHEREAS, Brooke, in connection with the operation of its
business and affairs, employs an in-house legal staff and various
other support personnel (the "Personnel") which Personnel spend
approximately fifty percent (50%) of their working day on New
Valley matters; and
WHEREAS, New Valley has relocated its principal offices to the
Premises, effective January 18, 1995, and in order to achieve
certain economies, desires to share in and reimburse Brooke for,
the Rent, Operating Expenses and utilization of Personnel.
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NOW THEREFORE, the Parties hereto, for good and adequate
consideration, agree as follows:
1. The Parties shall equally divide all Rent and Operating
Expenses from the date of this Agreement through the Expiration Date.
2. New Valley shall, via wire transfer, reimburse Brooke for
$263,369.40, which sum represents fifty percent (50%) of the
Security Deposit, with accrued interest, through May 26, 1995.
From the date hereof, the Parties shall jointly own all proceeds in
the Security Deposit Account and shall share in all distributions,
if any, equally.
3. Brooke shall be responsible for payment, on a current
basis, of one hundred percent (100%) of the Rent, Personnel and
monthly Operating Expenses.
4. New Valley shall reimburse Brooke for fifty percent (50%)
of the cost of the Rent, Personnel and monthly Operating Expenses,
within one (1) day of invoice by Brooke.
5. Brooke shall reimburse New Valley for twenty-five percent
(25%) of salaries, wages and benefits of certain New Valley
officers and employees performing services for Brooke, which
percentage represents the estimate of time spent by New Valley
personnel on Brooke matters, within one (1) day of invoice by New
Valley to Brooke.
6. New Valley has read and agrees to be bound by the terms,
conditions and restrictions contained in the Sublease, (including
those contained in the Master Lease, as defined in the and shall be
fully and completely responsible for any and all breaches of the
terms, conditions and restrictions contained therein.
7. Both New Valley and Brooke represent and warrant that
they have full authority to enter into this Agreement.
8. This Agreement contains the entire agreement between the
Parties and supersedes all previous negotiations and understandings
leading thereto. This Agreement may be modified only by an
agreement, in writing, signed by both parties. This Agreement shall
be governed by Florida law and shall bind and inure to the benefit
of the parties and their respective successors and assigns.
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IN WITNESS WHEREOF, the undersigned have, this date, set their
hands and xxxxx
XXXXXX GROUP LTD.
BY:
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NEW VALLEY CORPORATION
BY:
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