exv4w1






Exhibit 4.1




EXECUTION




As of August 31, 2010




LIGGETT GROUP LLC

100 MAPLE LLC

100 Maple Lane

Mebane, North Carolina 27302




Re: Amendment No. 7 to Financing Agreements




Ladies and Gentlemen:




     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”) 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.



     Maple and Borrower have requested that Lender permit Borrower to make additional capital
expenditures during fiscal year 2010, which Lender has agreed to the foregoing subject to the terms
hereof.



     In consideration of the mutual agreements and covenants contained herein and other good and
valuable consideration, the parties hereto agree as follows:



     1. Amendment to Capital Expense Covenant. Section 9.14 of the Loan Agreement is hereby
amended and restated in its entirety as follows:




     “9.14 Maximum Capital Expenditures. Borrower and its
Subsidiaries on a consolidated basis shall not make Capital Expenditures
during any fiscal year that exceed in the aggregate the amount of
$10,000,000, provided, however, that the amount of permitted
Capital Expenditures during any fiscal year will be increased by the lesser
of (a) the amount equal to the difference between the Capital Expenditures
limit specified above for the immediately preceding fiscal year
minus the actual amount of any Capital Expenditures expended during
such immediately preceding fiscal year, and (b) $2,500,000 (the “Carry Over
Amount”). For purposes of measuring compliance with the covenant set forth
herein, the Carry Over Amount shall be deemed to be the last amount spent on
Capital Expenditures in the succeeding year.
Notwithstanding the foregoing, for fiscal year 2010, and only for
fiscal year 2010, Borrower and its Subsidiaries on a consolidated basis may
make Capital Expenditures during such fiscal year of up to an aggregate
amount of $33,000,000.”



 









 





     2. Representations, Warranties and Covenants. In addition to the continuing representations,
warranties and covenants heretofore or hereafter made by Borrower and Maple to Lender pursuant to
the Financing Agreements, Borrower and Maple hereby represent, warrant and covenant with and to
Lender as follows (which representations, warranties and covenants are continuing and shall survive
the execution and delivery hereof and shall be incorporated into and made a part of the Financing
Agreements):



     (a) No Event of Default exists or has occurred and is continuing on the date hereof, after
giving effect to the terms of this Amendment.



     (b) This Amendment has been duly executed and delivered by Borrower and Maple and is in full
force and effect as of the date hereof, and the agreements and obligations of Borrower and Maple
contained herein constitute the legal, valid and binding obligations of Borrower and Maple
enforceable against Borrower and Maple in accordance with its terms.



     3. Effect of this Amendment. This Amendment shall be effective upon execution by Lender,
Maple and Borrower and contains the entire agreement of the parties with respect to the subject
matter hereof and supersedes all correspondence, memoranda, communications, discussions and
negotiations with respect thereto. No existing defaults or Events of Default and no rights or
remedies of Lender have been or are being waived hereby and no changes or modifications to the
Financing Agreements have been or are being made or are intended hereby, except as expressly set
forth herein, and in all other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the date hereof. In the event that any term or
provision of this Amendment conflicts with any term or provision of the Financing Agreements, the
term or provision of this Amendment shall control.



     4. Counterparts. This Amendment may be executed and delivered in counterparts.



[SIGNATURE PAGE FOLLOWS]




2









 








	 	 	 	 	 
	 	Very truly yours,





WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Marc Breier
 	 
	 	 	Title:      Senior Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:



LIGGETT GROUP LLC

 	 
	By:  	/s/ Charles M. Kingan Jr.
 	 
	 	Title:          Manager 	 
	 	 	 
	 



	 	 	 	 	 
	100 MAPLE LLC

 	 
	By:  	/s/ Charles M. Kingan Jr.
 	 
	 	Title:      Manager 	 
	 	 	 
	 




3