EXHIBIT 10.1
2003C AMENDMENT TO LOAN AGREEMENT
---------------------------------
This is a 2003C Amendment to Loan Documents (this "Amendment") dated
as of December 23, 2003, by and among (i) BANK ONE, NA, successor to Bank One,
Kentucky, NA, a national banking association with an office and place of
business in Louisville, Kentucky, as agent bank on behalf of the Banks defined
herein (the "Agent Bank") (in its capacity as a Bank, "Bank One"); (ii) the
BANKS as defined and identified on Schedule 1.1 hereto (each a "Bank" and
collectively, the "Banks"); (iii) the CLASS B LENDERS as defined and identified
on Schedule 3A.1 hereto (each a "Class B Lender" and collectively the "Class B
Lenders"); (iv) GUGGENHEIM INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company, as agent on behalf of the Class B Lenders (in such capacity,
the "Class B Loan Agent"); (v) NORTH ATLANTIC TRADING COMPANY, INC., a Delaware
corporation with its principal office and place of business and registered
office in New York, New York (the "Borrower") and (vi) the SUBSIDIARIES
identified on Schedule 1.2 hereto (each a "Subsidiary" and collectively, the
"Subsidiaries").
RECITALS:
---------
A. The Borrower and National Tobacco Company, L.P. ("NTCLP"), North
Atlantic Operating Company ("NAOC"), National Tobacco Finance Corporation
("NTFC") entered into a Loan Agreement with the Agent Bank and certain of the
Banks dated as of December 29, 2000, as amended to the date hereof (the
"Original Loan Agreement").
B. The Borrower executed and delivered to the Agent Bank a Revolving
Credit Note in the face amount of $10,000,000.00 dated December 29, 2000 (the
"Original Revolving Credit Note").
C. The Borrower executed and delivered to the Agent Bank a Term Note
in the face amount of $25,000,000.00 dated December 29, 2000 (the "Original Term
Note").
D. NTCLP, NAOC and NTFC executed and delivered to the Agent Bank a
Guaranty Agreement dated as of December 29, 2000 (the "Original Guaranty"),
guarantying payment of the Original Revolving Credit Note and the Original Term
Note.
E. The Borrower and NTCLP, NAOC and NTFC executed and delivered to
the Agent Bank a Security Agreement dated as of December 29, 2000 (the "Original
Security Agreement"), securing payment of the Original Revolving Credit Note and
the Original Term Note.
F. The Borrower and NTCLP, NAOC and NTFC executed and delivered to
the Agent Bank a Pledge Agreement dated as of December 29, 2000 (the "Original
Pledge Agreement"), securing payment of the Original Revolving Credit Note and
the Original Term Note.
G. NTCLP executed and delivered to the Agent Bank a Mortgage and
Security Agreement, Assignment of Rents, Leases and Profits, Financing Statement
and Fixture Filing dated as of December 29, 2000 and recorded in Jefferson
County, Kentucky (the "Original Mortgage"), securing payment of the Original
Revolving Credit Note and the Original Term Note.
H. NTCLP executed and delivered to the Agent Bank an Assignment of
Security Interest in United States Trademarks, which was filed in the US Patent
and Trademark Office ("USPTO"), securing payment of the Original Revolving
Credit Note and the Original Term Note.
I. NAOC executed and delivered to the Agent Bank an Assignment of
Security Interest in United States Trademarks, which was filed in the USPTO,
securing payment of the Original Revolving Credit Note and the Original Term
Note.
J. The Borrower, NTCLP, NAOC and NTFC and the Agent Bank and the
Banks entered into a 2002A Amendment to Loan Documents dated December 31, 2002
(the "2002A Amendment"), amending the Original Loan Agreement and other Loan
Documents to reflect the following: (i) the Original Term Note had been fully
repaid; (ii) the amount of the Revolving Credit Facility was increased from Ten
Million ($10,000,000) to Twenty Million Dollars ($20,000,000); and (iii) the
maturities of the Revolving Credit Facility and the Letter of Credit Subfacility
provided for in the Original Loan Agreement were extended to December 31, 2003.
K. The Borrower, NTCLP, NAOC and NTFC and the Agent Bank and the
Banks entered into a 2003A Amendment to Loan Documents dated July 31, 2003 (the
"2003A Amendment"), amending the Original Loan Agreement and other Loan
Documents to reflect the extension of the Class B Term Loans in the aggregate
principal amount of Nineteen Million Dollars ($19,000,000), to provide the
Borrower with moneys that can be used to secure a bond to be posted in an appeal
of the judgment (the "Judgment") entered against the Borrower and NTCLP, NAOC
and NTFC in the amount of $18,600,000 in the case of Republic Tobacco, L.P. v.
North Atlantic Trading Company, Inc., North Atlantic Operating Company, Inc. and
National Tobacco Company L.P. (Case No. 98 C 4011) pending in the United States
District Court for the Northern District of Illinois Eastern Division (the
"Litigation"). The Class B Term Loans were extended to the Borrower on a
subordinated basis, pursuant to a Subordination Agreement (the "Original
Subordination Agreement") and other conditions set forth in the 2003A Amendment
(the Original Loan Agreement, as amended by the 2002A Amendment and the 2003A
Amendment, the "Loan Agreement").
L. The Borrower and NTCLP, NAOC and NTFC entered into a 2003B
Amendment to Loan Documents dated November 17, 2003 (the "2003B Amendment") for
the purpose of (i) increasing the Class B Term Loans by Twenty Three Million
Dollars ($23,000,000), bringing the total amount of Class B Term Loans to Forty
Two Million Dollars ($42,000,000), providing the Borrower with moneys to be used
in the acquisition of Xxxxxx, Inc., a Tennessee corporation ("Xxxxxx"), RBJ
Sales, Inc., a Tennessee corporation ("RBJ") and Xxxx Xxxxxx & Sons, Inc., a
Tennessee corporation ("Xxxxxx & Sons") (NTCLP, NAOC, NTFC, Xxxxxx, RBJ and
Xxxxxx & Sons, collectively, the "Subsidiaries"), pursuant to the terms of a
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Stock Purchase Agreement dated as of November 17, 2003 (the "Stock Purchase
Agreement") by and among the Borrower and the selling shareholders named
therein, and for general corporate purposes and (ii) adding Xxxxxx, RBJ and
Xxxxxx & Sons as parties to the Loan Agreement, the Original Guaranty, the
Original Security Agreement, the Original Pledge Agreement, the Original
Mortgage and related documents. The increased Class B Term Loans were extended
to the Borrower on a subordinated basis, pursuant to a Subordination Agreement
and other conditions set forth in the 2003B Amendment (the Original Loan
Agreement, as amended by the 2002A Amendment, the 2003A Amendment, and the 2003B
Amendment, the "Loan Agreement"; the Original Guaranty, as amended by the 2002A
Amendment, the 2003A Amendment, and the 2003B Amendment, the "Guaranty"; the
Original Security Agreement, as amended by the 2002A Amendment, the 2003A
Amendment, and the 2003B Amendment, the "Security Agreement"; the Original
Pledge Agreement, as amended by the 2002A Amendment, the 2003A Amendment, and
the 2003B Amendment, the "Pledge Agreement"; the Original Subordination
Agreement, as amended and restated in connection with the 2003B Amendment, the
"Subordination Agreement"; and the Original Mortgage, as amended by the 2002A
Amendment, the 2003A Amendment, and the 2003B Amendment, the "Mortgage").
M. The Borrower and the Subsidiaries wish to enter into this
Amendment for the purpose of extending the Revolving Loan Commitment Termination
Date by sixty (60) days. The Agent Bank, the Class B Loan Agent and the Banks
(including the Class B Lenders) are agreeable to such changes, upon the terms
and conditions set forth herein.
NOW THEREFORE, the Borrower, the Subsidiaries, the Agent Bank, the
Banks (including the Class B Lenders) and the Class B Loan Agent agree as
follows:
1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
as follows:
A. Definitions. The following definitions are hereby amended and
restated in their entirety as follows:
1.87 "Revolving Credit Notes" means that certain Revolving
Credit Note (or those certain Revolving Credit Notes) dated of even
date with this Loan Agreement, made by the Borrower, payable to the
order of Bank One, and in the face principal amount of Twenty Million
Dollars ($20,000,000), the form of which is annexed to the 2003A
Amendment to Loan Documents as Exhibit A-1, as the same may hereafter
be amended, modified, renewed, replaced and/or restated from time to
time (including, but not limited to the amendment effected by the
2003C Amendment to Loan Documents which extended the maturity date of
the Revolving Credit Note to February 29, 2004), and each future
Revolving Credit Notes, if any, made by the Borrower pursuant to the
Revolving Credit Facility.
1.89 "Revolving Loan Commitment Termination Date" means the
Revolving Loan Commitment Termination Date then in effect, which
shall be the earliest of (i) February 29, 2004, (ii) the date as of
which the Obligations shall have become immediately due and payable
pursuant to Section 9 of the Loan Agreement and (iii) the date on
which all of the Obligations are paid in full (including, without
limitation, the repayment, expiration, termination or cash
collateralization of Letters of Credit pursuant to this Loan
Agreement) and the Revolving Loan Commitments are reduced to zero and
cancelled.
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B. Definition. The following new definition is hereby added to the
Loan Agreement as follows:
1.101A "2003C Amendment to Loan Documents" means the 2003C Amendment
to Loan Documents dated as of December 23, 2003.
C. Ratification. Except as specifically amended by the provisions
hereinabove, the Loan Agreement remains in full force and effect. The Borrower
and each Subsidiary hereby reaffirms and ratifies all of its respective
obligations under the Loan Agreement, as amended and modified hereby.
2. AMENDMENT AND RATIFICATION OF GUARANTY. All references in the
Guaranty to the "Revolving Credit Note" or the "Revolving Credit Notes" shall
mean the Revolving Credit Note attached to the 2003A Amendment to Loan Documents
as Exhibit A-1 in the principal amount of $20,000,000, as such Note may be
modified, amended, restated and/or replaced by the Borrower and the Agent Bank
thereafter (including, but not limited to, the amendment effected by the 2003C
Amendment to Loan Documents which extended the maturity date of the Revolving
Credit Note to February 29, 2004). Except as specifically amended by the
provisions hereinabove, the Guaranty remains in full force and effect,
guarantying payment of the Revolving Credit Note and the Class B Term Notes.
Each Subsidiary hereby reaffirms and ratifies all of its joint and several
obligations under the Guaranty, as amended and modified hereby.
3. AMENDMENT AND RATIFICATION OF SECURITY AGREEMENT. All references
in the Security Agreement to the "Revolving Credit Note" or the "Revolving
Credit Notes" shall mean the Revolving Credit Note attached to the 2003A
Amendment to Loan Documents as Exhibit A-1 in the original principal amount of
$20,000,000, as such Note may be modified, amended, restated and/or replaced by
the Borrower and the Agent Bank thereafter (including, but not limited to, the
amendment effected by the 2003C Amendment to Loan Documents which extended the
maturity date of the Revolving Credit Note to February 29, 2004). Except as
specifically amended by the provisions hereinabove, the Security Agreement
remains in full force and effect, securing payment of the Revolving Credit Note
and the Class B Term Notes. The Borrower and each Subsidiary hereby reaffirms
and ratifies all of its joint and several obligations under the Security
Agreement, as amended and modified hereby.
4. AMENDMENT AND RATIFICATION OF PLEDGE AGREEMENT. All references in
the Pledge Agreement to the "Obligations" which the Pledge Agreement secures
shall be deemed to include (but not be limited to) the Revolving Credit Note
attached to the 2003A Amendment to Loan Documents as Exhibit A-1 in the original
principal amount of $20,000,000, as such Note may be modified, amended, restated
and/or replaced by the Borrower and the Agent Bank thereafter (including, but
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not limited to the amendment effected by the 2003C Amendment to Loan Documents
which extended the maturity date of the Revolving Credit Note to February 29,
2004). Except as specifically amended by the provisions hereinabove, the Pledge
Agreement remains in full force and effect, securing payment of the Revolving
Credit Note and the Class B Term Notes. The Borrower and each Subsidiary hereby
reaffirms and ratifies all of its joint and several obligations under the Pledge
Agreement, as amended and modified hereby.
5. AMENDMENT AND RATIFICATION OF MORTGAGE. All references in the
Mortgage to the "obligations" which the Mortgage secures shall be deemed to
include (but not be limited to) the Revolving Credit Note attached to the 2003A
Amendment to Loan Documents as Exhibit A-1 in the original principal amount of
$20,000,000, as such Note may be modified, amended, restated and/or replaced by
the Borrower and the Agent Bank thereafter (including, but not limited to the
amendment effected by the 2003C Amendment to Loan Documents which extended the
maturity date of the Revolving Credit Note to February 29, 2004). Except as
specifically amended by the provisions hereinabove, the Original Mortgage
remains in full force and effect, securing payment of the Revolving Credit Note
and the Class B Term Notes. NTCLP hereby reaffirms and ratifies all of its
obligations under the Original Mortgage, as amended and modified hereby.
6. AMENDMENT AND RATIFICATION OF ALL OTHER LOAN DOCUMENTS. All
references in any other Loan Documents not already referenced above to the
"Obligations" or "Notes" or "Revolving Credit Note" shall be deemed to include
(but not be limited to) the Revolving Credit Note attached to the 2003A
Amendment to Loan Documents as Exhibit A-1 in the original principal amount of
$20,000,000, as such Note may be modified, amended, restated and/or replaced by
the Borrower and the Agent Bank thereafter (including, but not limited to the
amendment effected by the 2003C Amendment to Loan Documents which extended the
maturity date of the Revolving Credit Note to February 29, 2004). Except as
specifically amended by the provisions hereinabove, such other Loan Documents
remain in full force and effect. The Borrower and each Subsidiary hereby
reaffirms and ratifies all of its joint and several obligations under all Loan
Documents, as amended and modified hereby.
7. AMENDMENT AND RATIFICATION OF SUBORDINATION AGREEMENT.
All references in the Subordination Agreement to the "Obligations"
which the Subordination Agreement secures shall be deemed to include (but not be
limited to) the Revolving Credit Note attached to the 2003A Amendment to Loan
Documents as Exhibit A-1 in the original principal amount of $20,000,000, as
such Note may be modified, amended, restated and/or replaced by the Borrower and
the Agent Bank thereafter (including, but not limited to the amendment effected
by the 2003C Amendment to Loan Documents which extended the maturity date of the
Revolving Credit Note to February 29, 2004). Except as specifically amended by
the provisions hereinabove, the Subordination Agreement remains in full force
and effect. The Borrower and each Subsidiary hereby reaffirms and ratifies all
of its joint and several obligations under the Subordination Agreement, as
amended and modified hereby.
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8. CONDITIONS PRECEDENT. The Agent Bank's obligations under this
Agreement are expressly conditioned upon, and subject to the following:
A. the execution and delivery by the Borrower and each Subsidiary of
this Agreement;
B. the delivery to the Agent Bank of a copy of the certificate of
the Borrower's and each Subsidiary's corporate secretary certifying the
resolutions of such entity's board of directors to the effect that execution,
delivery and performance of this Agreement and subsequent amendments and
extensions have been duly authorized and as to the incumbency of those
authorized to execute and deliver this Agreement, subsequent amendments and all
other documents to be executed in connection herewith and therewith;
C. the representations and warranties of the Borrower and each
Subsidiary shall be true and accurate in all respects; and
D. the reimbursement of the Agent Bank for its reasonable and
necessary out-of-pocket fees and expenses in connection with the document of
this 2003C Amendment.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS. To induce the Agent
Bank and the Banks to enter into this Agreement, the Borrower and each
Subsidiary represents and warrants to Agent Bank as follows:
A. The Borrower and each Subsidiary has full power, authority, and
capacity to enter into this Agreement, and this Agreement constitutes the
legal, valid and binding obligations of the Borrower and each Subsidiary,
enforceable against it in accordance with its terms.
B. Upon execution and delivery of this Agreement and after giving
effect thereto, no Event of Default under any of the Loan Documents and any
other documents, certificates or instruments under the Loan Agreement or any
other of the Loan Documents shall exist which continues unwaived by the Agent
Bank, and no event which with the passage of time, the giving of notice or both
would constitute an Event of Default, exists as of the date hereof.
C. The person executing this Agreement on behalf of the Borrower and
each Subsidiary is duly authorized to do so.
D. The representations and warranties made by the Borrower and each
Subsidiary in any of the Loan Documents are hereby true and correct in all
material respects as of the date hereof.
E. Other than the Litigation, there are no pending or, to the
knowledge of the Borrower threatened, any action, suit, proceeding or
arbitration or, to the knowledge of the Borrower, any governmental
investigation pending or threatened, against or affecting the Borrower or the
Subsidiaries or any property of the Borrower or the Subsidiaries seeking
damages in excess of $1,000,000 in the aggregate, which has not been disclosed
by the Borrower pursuant to Section 6.9 of the Loan Agreement or which prior to
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(a) the making of the last preceding Revolving Credit Loan or (b) the issuing
of the most recent Letter of Credit or the most recent extension of the stated
maturity date of any Letter of Credit, prior to the execution of this
Amendment, if determined adversely, would have a Material Adverse Effect.
Further, there has occurred no development not so disclosed in any such action,
suit, proceeding, governmental investigation or arbitration so disclosed,
which, in either event, in the opinion of the Banks, could reasonably be
expected to have a Material Adverse Effect on the financial condition of the
Borrower and the Subsidiaries on a consolidated basis. No injunction or other
restraining order has been issued and no hearing to cause an injunction or
other restraining order to be issued is pending or noticed with respect to any
action, suit or proceeding seeking to enjoin or otherwise prevent the
consummation of the Loan Agreement or the making of the Revolving Credit Loans,
the making of the Class B Term Loans, the issuing or extension of the
respective stated expiration dates of the Letters of Credit under the Loan
Agreement.
10. MISCELLANEOUS.
A. Time shall be of the essence in the performance of the obligations
of the Borrower and the Subsidiaries under this Agreement.
B. To the extent that assignment is permitted under this Agreement,
the provisions of this Agreement shall bind and benefit the Borrower and each
Subsidiary and the Agent Bank and the Banks and their respective, successors and
assigns, including each subsequent holder, if any, of the Revolving Credit Note.
C. This Agreement, the other Loan Documents and the related writings
and the respective rights and obligations of the parties hereto shall be
construed in accordance with and governed by the laws of the State of New York.
D. Neither the Borrower nor any Subsidiary may assign their rights
under this Agreement to any other party. This Agreement may be modified only in
writing executed by the Agent Bank, the Banks and the Borrower and each
Subsidiary.
E. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any one or more of
the other provisions hereof. The Borrower, each Subsidiary, the Banks and the
Agent Bank agree that this Agreement shall be so interpreted as to give effect
and validity to all the provisions hereof to the fullest extent permitted by
law.
F. The Borrower and each Subsidiary shall sign such financing
statements or other documents or instruments as the Agent Bank may reasonably
request from time to time to more fully create, perfect, continue, maintain or
terminate the rights and security interests intended to be granted or created
pursuant to this Agreement or the other Loan Documents.
G. The headings used in this Agreement are included for ease of
reference only and shall not be considered in the interpretation or construction
of this Agreement.
H. This Agreement may be signed by each party upon a separate copy,
and in such case one counterpart of this Agreement shall consist of enough of
such copies to reflect the signature of each party. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
and it shall not be necessary in making proof of this Agreement or the terms
thereof to produce or account for more than one of such counterparts.
IN WITNESS WHEREOF, the Agent Bank, each Bank, the Borrower and each Subsidiary
has caused this Loan Agreement to be duly executed as of the day and year first
above written.
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BANK ONE, NA, as Agent Bank
("the Agent Bank")
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx, Senior Vice President
BANK ONE, NA
as a Bank (a "Bank")
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx, Senior Vice President
8
GUGGENHEIM INVESTMENT MANAGEMENT, LLC,
as Class B Loan Agent (the "Class B Loan
Agent")
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Managing Director
UPPER COLUMBIA CAPITAL
COMPANY, LLC, as a Class B Lender
(a "Class B Lender")
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Manager
1888 FUND, LTD., as a Class B Lender
(a "Class B Lender")
By: Guggenheim Investment
Management, LLC, as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Managing Director
HIGHLAND LOAN FUNDING V LTD.,
as a Class B Lender
(a "Class B Lender")
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxx
--------------------------------------
Xxxx Xxxxx, Executive Vice President
9
MAGMA CDO, LTD., as a Class B Lender
(a "Class B Lender")
By: Guggenheim Investment
Management, LLC, as Advisor
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, Managing Director
XXXXXXX CDO L.P., as a Class B Lender
(a "Class B Lender")
By: Guggenheim Investment
Management, LLC, as Advisor
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, Managing Director
RESTORATION FUNDING CLO, LTD.,
as a Class B Lender
(a "Class B Lender")
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx Xxxxx, Executive Vice President
STELLAR FUNDING, LTD.,
as a Class B Lender
(a "Class B Lender")
By: Guggenheim Investment
Management, LLC, as Manager
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, Managing Director
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NORTH ATLANTIC TRADING COMPANY, INC.,
as the Borrower
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
NATIONAL TOBACCO COMPANY, L.P.,
as a Subsidiary
By NATIONAL TOBACCO FINANCE
CORPORATION as its general partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
NORTH ATLANTIC OPERATING COMPANY , INC.
as a Subsidiary
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
NATIONAL TOBACCO FINANCE CORPORATION
as a Subsidiary
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
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XXXXXX, INC.
as a Subsidiary
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
RBJ SALES, INC.
as a Subsidiary
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
XXXX XXXXXX & SONS, INC.
as a Subsidiary
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and General Counsel
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SCHEDULE 1.1
LIST OF "BANKS"
BANK ONE, NA ("Bank One")
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
UPPER COLUMBIA CAPITAL COMPANY, LLC
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
1888 FUND, LTD.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
HIGHLAND LOAN FUNDING V LTD.
X/x Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
0000 Two Galleria Tower
00000 Xxxx Xxxx XX #00
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
MAGMA CDO, LTD.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
XXXXXXX CDO L.P.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
RESTORATION FUNDING CLO, LTD.
X/x Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
0000 Two Galleria Tower
00000 Xxxx Xxxx XX #00
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
STELLAR FUNDING, LTD.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
SCHEDULE 1.2
LIST OF SUBSIDIARIES
NATIONAL TOBACCO COMPANY, L.P.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
NORTH ATLANTIC OPERATING COMPANY, INC.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
NATIONAL TOBACCO FINANCE CORP.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
XXXXXX, INC.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
RBJ SALES, INC.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
XXXX XXXXXX & SONS, INC.
c/o North Atlantic Trading Company, Inc.
000 Xxxx Xxxxxx Xxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
SCHEDULE 2.1
SCHEDULE OF REVOLVING LOAN COMMITMENTS AND
REVOLVING CREDIT FACILITY PRO RATA SHARES
The maximum amount of the Revolving Credit Facility is $20,000,000.
Revolving Revolving
Credit Facility Loan
Name of Bank Pro Rata Share Commitment
------------ -------------- ----------
Bank One, Kentucky, NA 100.00% $ 20,000,000.00
Totals 100.00% $20,000,000.00
SCHEDULE 3A.1
SCHEDULE OF CLASS B LENDERS AND
CLASS B TERM LOAN PRO RATA SHARES
Name and Address of Class B Term Loan Principal
Class B Lenders Pro Rata Share Amount
--------------- -------------- ------
1888 Fund, Ltd. 13.09524% $5,500,000
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Magma CDO Ltd. 13.09524% $5,500,000
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx CDO L.P. 11.90476% $5,000,000
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Stellar Funding, Ltd. 7.14286% $3,000,000
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Upper Columbia Capital 30.95238% $13,000,000
Company, LLC
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Highland Loan Funding V Ltd. 11.90476% $5,000,000
X/x Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
0000 Two Galleria Tower
00000 Xxxx Xxxx XX #00
Xxxxxx, Xxxxx 00000
Restoration Funding CLO, Ltd. 11.90476% $5,000,000
X/x Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
0000 Two Galleria Tower
00000 Xxxx Xxxx XX #00
Xxxxxx, Xxxxx 00000
Totals 100.00000% $42,000,000.00
