EXHIBIT 9.3
AMENDMENT NO. 2
TO VOTING TRUST AGREEMENT
AMENDMENT NO. 2 ("Amendment") dated as of September 22,
1999, to the Voting Trust Agreement dated as of December 17, 1997 (the
"Agreement") by and among Xxxxxx X. Xxxxx, Xx. ("Xxxxx") and Xxxxx Xxxxxxx, as
voting trustees (the "Voting Trustees" or, individually, a "Voting Trustee"),
and Xxxxx Management Corp., a Kentucky corporation and a stockholder (the
"Stockholder") of North Atlantic Trading Company, Inc. a Delaware corporation
(the "Company"). Except as otherwise specified herein, capitalized terms used
and not defined herein shall have the same meaning set forth in the Agreement.
STATEMENT OF PURPOSE
WHEREAS, the Stockholder has deposited into the voting
trust established by the Agreement (the "Voting Trust") 251,300 shares of common
stock, par value $.01 per share, of the Company ("Common Stock"), which shares
have been transferred on the books of the Company into the names of the Voting
Trustees, as Voting Trustees under the Agreement; and
WHEREAS, the Stockholder has been issued Voting Trust
Certificate No. 2 for the number of shares deposited into the Voting Trust and
transferred to the Voting Trustees; and
WHEREAS, the Stockholder wishes to transfer 5,000 shares of
Common Stock held in the Voting Trust to the Stockholder, and each of the Voting
Trustees is willing to effect such transfer; and
WHEREAS, the Stockholder and the Voting Trustees wish to
enter into this Amendment to effect the transfer contemplated by the immediately
preceding recital;
NOW THEREFORE, in consideration of the premises and the
mutual covenants and promises hereinafter contained, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Notwithstanding anything to the contrary contained in
Article 2 of the Agreement, concurrently with the execution of this Amendment,
(i) the Stockholder shall deliver Voting Certificate No. 2 to the Voting
Trustees for cancellation, (ii) the Voting Trustees shall record such
cancellation, (iii) the Voting Trustees shall issue and deliver to the
Stockholder Voting Trust Certificate No. 3 for 246,300 shares in the name of the
Stockholder, and (iv) the Voting Trustees shall transfer 5,000 shares of Common
Stock from the names of the Voting Trustees, as Voting Trustees under the
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Agreement, to the name of the Stockholder, and shall cause a stock certificate
to be issued in the Stockholder's name for such shares.
2. Except for the 5,000 shares of Common Stock to be
transferred to the Stockholder as contemplated hereby and 25,000 shares of
Common Stock transferred to the Stockholder in accordance with Amendment No. 1
to the Agreement dated August 18, 1999, the Stockholder shall deliver to the
Voting Trustees any additional stock certificates representing Shares of the
Company acquired by the Stockholder at any time after its execution of the
Agreement, and shall duly assign said certificates to the Voting Trustees. The
Voting Trustees shall cause all such Shares to be transferred on the books of
the Company into the name of the Voting Trustees, as Voting Trustees hereunder,
and the Voting Trustee shall issue to the Stockholder a Voting Trust Certificate
for the number of Shares transferred by the Stockholder to the Voting Trustees.
3. Except as amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
4. This amendment may be signed in one or more
counterparts.
IN WITNESS WHEREOF, the parties hereto have hereunto signed
this Amendment as of the date first above written.
TRUSTEES:
By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
STOCKHOLDER:
XXXXX MANAGEMENT CORP.,
a Kentucky corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: President
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