AMENDMENT
AMENDMENT (the "Amendment"), dated as of June 5, 1998, among NORTH
ATLANTIC TRADING COMPANY, INC. (the "Borrower") , the institutions party to the
Credit Agreement referred to below (the "Lenders") and NATIONAL WESTMINSTER BANK
PLC, as Administrative Agent (the "Administrative Agent") All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to a Credit Agreement dated as of June 25, 1997 (as currently in effect,
the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.11 of the Credit Agreement is amended in its entirety
to read:
"8.11 Interest Coverage Ratio. The Borrower will not permit the
ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense for any
Test Period ending at the end of any fiscal quarter of the Borrower set forth
below, to be less than the ratio set forth opposite such fiscal quarter:
Fiscal Quarter Ratio
June 30, 1998 1.50:1.0
September 30, 1998 1.50:1.0
December 31, 1998 1.50:1.0
March 31, 1999 1.50:1.0
June 30, 1999 1.50:1.0
September 30, 1999 1.50:1.0
December 31, 1999 1.60:1.0
March 31, 2000 1.60:1.0
June 30, 2000 1.60:1.0
1
NYFS10...:\80\64980\0003\1948\AMD7168S.330
September 30, 2000 1.60:1.0
December 31, 2000 1.80:1.0
March 31, 2001 1.80:1.0
June 30, 2001 1.80:1.0
September 30, 2001 1.80:1.0
December 31, 2001 2.10:1.0
March 31, 2002 2.10:1.0
2. Section 8.12 of the Credit Agreement is amended in its entirety
to read:
"8.12 Leverage Ratio. The Borrower will not permit the Leverage
Ratio to exceed, as of the end of any fiscal quarter of the Borrower set forth
below, the ratio set forth opposite such fiscal quarter:
Fiscal Quarter Ratio
June 30, 1998 6.25:1.0
September 30, 1998 6.25:1.0
December 31, 1998 6.00:1.0
March 31, 1999 6.00:1.0
June 30, 1999 6.00:1.0
September 30, 1999 6.00:1.0
December 31, 1999 5.50:1.0
March 31, 2000 5.50:1.0
June 30, 2000 5.50:1.0
September 30, 2000 5.50:1.0
December 31, 2000 4.75:1.0
March 31, 2001 4.75:1.0
June 30, 2001 4.75:1.0
September 30, 2001 4.75:1.0
December 31, 2001 4.00:1.0
March 31, 2002 4.00:1.0
3. Section 8.13 of the Credit Agreement is amended in its entirety
to read:
"8.13 Minimum Consolidated EBITDA. The Borrower will not permit
Modified Consolidated EBITDA, for any Test Period ending at the end of any
fiscal quarter of the
2
Borrower set forth below, to be less than the amount set forth opposite such
fiscal quarter:
Fiscal Quarter Ratio
June 30, 1998 $36,000,000
September 30, 1998 $36,000,000
December 31, 1998 $36,000,000
March 31, 1999 $36,000,000
June 30, 1999 $36,000,000
September 30, 1999 $36,000,000
December 31, 1999 $38,000,000
March 31, 2000 $38,000,000
June 30, 2000 $38,000,000
September 30, 2000 $38,000,000
December 31, 2000 $40,000,000
March 31, 2001 $40,000,000
June 30, 2001 $40,000,000
September 30, 2001 $40,000,000
December 31, 2001 $42,000,000
March 31, 2002 $42,000,000
4. In order to induce the Lenders to enter into this Amendment, the
Borrower (x) represents and warrants that no Default or Event of Default exists
on the Amendment Date referred to below after giving effect to this Amendment,
and (y) makes each of the representations, warranties and agreements contained
in the Credit Agreement on the Amendment Date after giving effet to this
Amendment (it being understood that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects as of such date).
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
3
A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent.
7. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.
8. This Amendment shall become effective on the date (the "Amendment
Date") on which each of the Borrower and the Required Lenders shall have signed
a copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Administrative Agent at its
Notice Office.
9. At all times on and after the Amendment Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement after giving effect to
this Agreement.
* * *
4
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
NORTH ATLANTIC TRADING COMPANY, INC.
By /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: EVP & CFO
NATIONAL WESTMINSTER BANK PLC,
Individually and as Administrative
Agent
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
BANK ONE KENTUCKY, NA
By /s/ X.X. Xxxxxxx
------------------------------------
Name: X.X. Xxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX CREDIT PARTNERS, L.P
By /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Director
XXXXXX COMMERCIAL PAPER INC.
By /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
5
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc.,
not in its individual capacity
but solely as administrative
agent
By /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
SANWA BUSINESS CREDIT CORP.
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
TEXAS COMMERCE BANK/ALLIANCE
CAPITAL MANAGEMENT on behalf of
Alliance Investments Limited
By /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
6
HARCH CAPITAL MANAGEMENT
By
------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING II, LTD.
By
------------------------------------
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
by: TCW Advisers (Bermuda), Ltd.,
as General Partner
By /s/ Xxxx X. Gold
------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: TCW INVESTMENT MANAGEMENT
COMPANY, as Investment Adviser
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
CRESCENT/MACH I PARTNERS, L.P.
By /s/ Xxxx X. Gold
------------------------------------
Name: Xxxx X. Gold
Title:
7
PAMCO CAYMAN LTD.
By
------------------------------------
Name:
Title:
8
