AMENDMENT NO. 1 TO THE THIRD AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF NATIONAL TOBACCO COMPANY, L.P.
AMENDMENT NO. 1 dated and effective as of June 25, 1997, to
the Third Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), dated as of May 17, 1996, of National Tobacco Company,
L.P., a Delaware limited partnership, among National Tobacco Finance
Corporation, a Delaware corporation, as the sole general partner (the "General
Partner"), and NTC Holding, LLC, a Delaware limited liability company, as the
sole limited partner (the "Limited Partner"). Capitalized terms used but not
otherwise defined herein shall have the meanings respectively assigned to them
in the Partnership Agreement.
The undersigned parties to the Partnership Agreement hereby
agree as follows:
1. Section 3.5 of the Partnership Agreement is hereby
amended in its entirety to read as follows:
The Partnership, and the General Partner on behalf of
the Partnership, may enter into and perform each of the
agreements required to be executed and delivered by the
Partnership pursuant to the Credit Agreement (the "Credit
Agreement"), dated as of June 25, 1997, among North Atlantic
Trading Acquisition Company, Inc. ("Parent"), the various
lending institutions named therein ("Lenders"), Gleacher
NatWest, as arranging agent, and National Westminster Bank
plc, as administrative agent ("Administrative Agent"), in each
case in the form of, and with such terms, conditions and
provisions as are contained in, the Exhibits attached to the
Credit Agreement (as the same may be amended, supplemented or
otherwise modified from time to time), including the Senior
Guaranties, the Pledge Agreements, and the Security Agreements
(as those terms are defined in the Credit Agreement; and,
together with the Credit Agreement, the "Loan Documents"). The
Partnership, and the General Partner on behalf of the
Partnership, are further authorized to enter into and perform
the Indenture, dated as of June 25, 1997, among Parent, as
issuer, United States Trust Company of New York, as trustee,
and certain subsidiaries of Parent signatory thereto
(including the Partnership and the General Partner), as
guarantors (as amended, supplemented or otherwise modified
from time to time,
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the "Indenture"), pursuant to which the Partnership and the
General Partner guarantee all of the Parent's obligations
thereunder. The General Partner is hereby authorized to enter
into the agreements described in the preceding two sentences
on behalf of the Partnership, but such authorization shall not
be deemed a restriction on the power of the General Partner to
enter into any other agreement on behalf of the Partnership.
2. The first sentence of Section 5.1 is hereby amended
in its entirety to read as follows:
Subject to Section 5.2 and to the restrictions
imposed by the Loan Documents and the Indenture (and any
agreements or instruments entered into or issued pursuant to
such agreements or relating to the renewal, extension,
refunding, restructuring, replacement or refinancing thereof),
distributions of the Partnership shall be made only upon
approval of the General Partner acting in its sole discretion,
to the Partners in proportion to their partnership percentage
interests as set forth on Schedule I to this Agreement
("Percentage Interests").
3. The first sentence of Section 6.1(a) of the
Partnership Agreement is hereby amended in its entirety to read as follows:
Except for (i) the pledge of the partnership
interests as contemplated in the Credit Agreement or the
Pledge Agreements (including, without limitation, the remedies
thereunder) and (ii) the transfer by the Limited Partner of
its entire limited partnership interest to Parent, as
successor in interest to the Limited Partner, no Partner may
sell, assign, give, transfer or otherwise dispose of
(hereinafter, "Transfer") any or all of its partnership
interest as a General Partner or Limited Partner ("Interest"),
in whole or in part, to any other person or entity.
4. Section 6.1(b) is hereby amended in its entirety
to read as follows:
Except for (i) the pledge of the Interests as
contemplated in the Credit Agreement or the Pledge Agreements
(including, without limitation, the remedies thereunder) and
(ii) except for the transfer by the Limited Partner of its
entire limited partnership
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interest to Parent, as successor in interest to Limited
Partner, no Person that is not a Partner of the Partnership as
of the date hereof shall be admitted as a Partner of the
Partnership, or have any other rights of a Partner under the
Delaware Act or this Agreement.
5. Section 9.1(e) is hereby amended in its entirety
to read as follows:
the effectiveness of a Transfer of an Interest to the
Administrative Agent, for the benefit of the Lenders, pursuant
to an exercise of remedies under the Credit Agreement or the
Pledge Agreements, unless within ninety (90) days after the
effectiveness of such Transfer not less than a majority in
interest of the Partners (including the Administrative Agent
as the transferee of such Interest) consent in writing to
continue the business of the Partnership.
6. Except as expressly amended hereby, all provisions
of the Partnership Agreement are hereby ratified, confirmed and approved and
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
GENERAL PARTNER:
NATIONAL TOBACCO FINANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxx, Xx.
President
LIMITED PARTNER:
NTC HOLDING, LLC
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxx, Xx.
Manager and President
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