Exhibit 10.4
EXECUTION VERSION
DATED 2015
INTER-CREDITOR DEED
Between
Electronic Cigarettes International Group, Ltd
(as Borrower)
and
The persons named in Schedule 1
(as Guarantors)
and
The persons named in Schedule 2
(as Senior Creditors)
and
The persons named in Schedule 3
(as Subordinated Creditors)
and
Miguel Carlos Corral
(as Junior Security Trustee)
RPC
Tower Bridge House
St Katharine's Way
London
E1W 1AA Ref: SA01/GOD10.6
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION
1 2. PRIORITIES
6 3. BORROWER AND
GUARANTOR COVENANTS
8 4. SUBORDINATED CREDITORS AND JUNIOR SECURITY TRUSTEE
COVENANTS
9 5. PERMITTED PAYMENTS
10 6. WAIVER AND AMENDMENTS OF DEBT
DOCUMENTS
10 7. SUBORDINATION ON INSOLVENCY
11 8. TREATMENT OF DISTRIBUTIONS
12 9. PRESERVATION OF RIGHTS
13 10. CO-OPERATION BY BORROWER, THE
GUARANTORS, THE SUBORDINATED CREDITORS AND THE JUNIOR SECURITY TRUSTEE
13 11.
PRESERVATION OF SUBORDINATION
13 12. BOOK DEBTS, INSURANCE AND CUSTODY OF
DOCUMENTS
15 13. SENIOR DEBT ENFORCEMENT
16 14. ENFORCEMENT BY THE
SUBORDINATED CREDITORS AND/OR THE JUNIOR SECURITY TRUSTEE
16 15. INFORMATION
BY SUBORDINATED CREDITOR
17 16. APPLICATION OF PROCEEDS
17 17. REFINANCING
OF SENIOR DEBT
17 18. POWER OF ATTORNEY
18 19. EXPENSES
18 20. DURATION
20 21. RESTRICTIONS ON ASSIGNMENTS
20 22. BORROWER'S AND GUARANTOR'S
ACKNOWLEDGEMENTS
21 23. ENDORSEMENT ON DEBT DOCUMENTS
21 24. REMEDIES,
WAIVERS, AMENDMENTS AND CONSENTS
21 25. SEVERANCE
22 26. COUNTERPARTS
22
27. THIRD PARTY RIGHTS
23 28. PERPETUITY PERIOD
23 29. NOTICES
23 30.
GOVERNING LAW AND JURISDICTION
24 SCHEDULE 1 - GUARANTORS
26 SCHEDULE 2 -
SENIOR CREDITORS
27 SCHEDULE 3 - SUBORDINATED CREDITORS
28 SCHEDULE 4 -
SENIOR DEBT DOCUMENTS
29 SCHEDULE 5 - JUNIOR DEBT DOCUMENTS
30
THIS AGREEMENT is made on 2015
Between:
(1)ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., registered in the State of
Nevada, USA under number C13461-2004 whose registered office is at 14200
Ironwood Drive, Grand Rapids, Michigan 49448, USA (Borrower).
(2)THE PERSONS whose details are set out at Schedule 1 (each a Guarantor and
together the Guarantors).
(3)THE PERSONS whose details are set out at Schedule 2 (each a Senior Creditor
and together the Senior Creditors).
(4)THE PERSONS whose details are set out at Schedule 3 (each a Subordinated
Creditor and together the Subordinated Creditors).
(5)MIGUEL CARLOS CORRAL of 1 Sergeants Lane, Whitefield, M45 7TR as security
agent and trustee for the Subordinated Creditors (Junior Security Trustee).
Background:
(A)The Senior Creditors have agreed to provide the Senior Debt, and the
Subordinated Creditors have agreed to provide the Junior Debt, to the Borrower
and/or the Guarantors (as applicable). The Junior Security Trustee acts as
security agent and trustee for the Subordinated Creditors in respect of the
Junior Security. The parties have agreed that the priority of their debts of the
Creditors shall be as set out in this deed.
(B)The Borrower and the Guarantors have agreed to enter this deed to acknowledge
its terms and to give certain covenants to the Creditors.
IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
1.1Definitions
The following definitions apply in this deed.
Ancillary Liabilities: in relation to the