VECTOR GROUP LTD. as Issuer and WELLS FARGO BANK, N.A. as Trustee INDENTURE Dated as of July 12, 2006 3 7/8% Variable Interest Senior Convertible Debentures due 2026Vector Group LTD • July 17th, 2006 • Cigarettes • New York
INDENTURE, dated as of July 12, 2006, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2006 • Vector Group LTD • Cigarettes • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 12, 2006, 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”).
Vector Group Ltd. July 14, 2006Vector Group LTD • July 17th, 2006 • Cigarettes • Delaware
This letter agreement will confirm the understanding between Vector Group Ltd. (“Vector”) and you, as a stockholder of Vector, in connection with Vector’s private placement of $110 million of 3 7/8% Variable Interest Senior Convertible Debentures due 2026 (the “Debentures”), which closed on July 12, 2006. Prior to the offering, Jefferies & Company (“Jefferies”), the initial purchaser of the Debentures, advised Vector that, to successfully market the offering, purchasers of Debentures must be able to borrow shares of Vector common stock on normal terms in order to hedge purchases of the Debentures. Based on the existing public float of Vector’s stock, Jefferies indicated that there may not be a sufficient number of shares available in the market to effect such loans. If Vector so requests, you or your affiliates may open, and deposit shares of Vector’s common stock (“Margin Shares”) into, one or more margin accounts with Jefferies (the “Margin Accounts”) which may be borrowed by purchas
