EXHIBIT 10.34
FIRST AMENDMENT TO THE AGREEMENT
THIS FIRST AMENDMENT TO THE AGREEMENT (this "First Amendment"), is made
and entered into effective as of 30th day of January, 1998, by and among
NATIONAL TOBACCO COMPANY, L.P. ("National Tobacco") and NORTH ATLANTIC TRADING
COMPANY, INC. ("NATC") (collectively, the "Companies"), and XXXXXXX XXXXXXXX
("Xxxxxxxx").
STATEMENT OF PURPOSE
The Companies have requested, and Xxxxxxxx has agreed, to amend the
Agreement dated October 29, 1997 (the "Agreement"), among the Companies and
Xxxxxxxx as provided herein, and subject to the terms and conditions hereof.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
1. EXTENSION OF OPTION PERIOD. Section 5(a) of the Agreement
is hereby amended and restated in its entirety to read as follows:
5. (a) NATC and Xxxxxxxx are parties to an Exchange and
Stockholders' Agreement dated the 25th of June, 1997 (the
"Stockholders' Agreement"). NATC (or its designee(s)) agrees
to exercise its option on or before March 20, 1998 (the
"Exercise Date") to purchase 10,100 shares of NATC stock
held by Xxxxxxxx at a purchase price of $40 a share (the
"NATC Option") for an aggregate purchase price of $404,000
(the "Purchase Price"). NATC (or its designee(s)) shall pay
to Xxxxxxxx an additional amount equal to the fixed rate of
8% per annum of the Purchase Price from the period beginning
February 1, 1998 and ending on the exercise date of the NATC
Option. Subject to the provisions of Section 5(b) below,
upon completion of the purchase, NATC agrees to waive its
option to purchase the remaining shares held by Xxxxxxxx
unless Xxxxxxxx wishes to offer same for sale. In connection
with such waiver, Xxxxxxxx agrees to enter into a right of
first refusal agreement with NATC pursuant to which Xx.
Xxxxxxxx will grant NATC (or its designee(s)) a 60-day right
of first refusal on mutually agreeable terms.
2. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3. COUNTERPARTS. This First Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
4. AMENDMENT OR WAIVER. The parties agree that this First Amendment is
entered into in accordance with Section 9 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their duly authorized officers, all as of the date first
above written.
NORTH ATLANTIC TRADING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
NATIONAL TOBACCO COMPANY, L.P.
By: National Tobacco Finance
Corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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