Exhibit 10.27
2002A AMENDMENT TO LOAN AGREEMENT
This is a 2002A Amendment to Loan Documents (this
"Agreement") dated as of December 31, 2002, by and among (i) 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") (Bank One, Kentucky, NA may also be referred to as a "Bank"); (ii)
the BANKS identified on Schedule 1.1 hereto (each a "Bank" and collectively, the
"Banks"); (iii) 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 (iv) the SUBSIDIARIES identified on Schedule
1.2 hereto (each an "Existing Subsidiary" and collectively, the "Existing
Subsidiaries").
RECITALS:
A. The Borrower and the Existing Subsidiaries entered into a Loan
Agreement with the Agent Bank and 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. The Existing Subsidiaries 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 the Existing Subsidiaries 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 the Existing Subsidiaries 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. National Tobacco Company, L.P. ("NTCLP"), one of the Existing
Subsidiaries, 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. North Atlantic Operating Company ("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 has completely paid off the Original Term Note. The
Borrower has requested that the Agent Bank and the Banks extend the maturity of
the Original Revolving Credit Note for one year and increase the face amount of
the Original Revolving Credit Note to $20,000,000. The Agent Bank and the Banks
are agreeable to such changes, upon the terms and conditions set forth herein.
NOW THEREFORE, the Borrower, the Existing Subsidiaries, the
Agent Bank and the Banks agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
as follows:
A. References in Recitals to amount of Revolving Credit Facility. All
references to the amount of the Revolving Credit Facility are hereby changed
from "Ten Million Dollars ($10,000,00)" to "Twenty Million Dollars
($20,000,00)".
B. Definitions. The following definitions are hereby amended and
restated in their entirety as follows:
1.83 "Revolving Credit Facility" means the revolving line
of credit established by the Banks in favor of the Borrower in the
principal amount of Twenty Million Dollars ($20,000,000) pursuant to
which the Borrower may obtain Revolving Credit Loans from the Banks
and/or Letters of Credit from the Agent Bank during the term of the
Revolving Credit Facility upon the terms and conditions set forth in
this Loan Agreement. The Revolving Credit Facility includes as a
sublimit the Letter of Credit Subfacility. All references to the
"aggregate principal balance of the Revolving Credit Loans
outstanding" or similar phrases in this Loan Agreement or in the
Revolving Credit Notes shall mean, as of the date of determination
thereof, the sum of (i) the entire aggregate outstanding principal
balance of all Revolving Credit Loans made by the Banks pursuant to
this Loan Agreement and (ii) the then existing Letter of Credit
Usage.
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 2002A
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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 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) December 31, 2003, (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.
C. Definition. The following new definition is hereby added to the
Loan Agreement as follows:
1.101A "2002A Amendment to Loan Documents" means the 2002A
Amendment to Loan Documents dated as of December 31, 2002.
D. Amendment of Section 2. All references in Section 2 of the Loan
Agreement to the amount of the Revolving Credit Facility are hereby changed from
"Ten Million Dollars ($10,000,00)" to "Twenty Million Dollars ($20,000,00)".
E. Amendment of Section 7.11 (Preferred Stock and Senior Notes).
Section 7.11 is hereby amended and restated as follows:
"7.11 Preferred Stock and Senior Notes To Remain
Outstanding. The preferred stock issued by the Borrower and the
Senior Notes shall remain outstanding during the term of this
Agreement."
F. Amendment of Section 8.6. Section 8.6 is hereby amended and
restated as follows:
"8.6 Interest Coverage Covenant . The Borrower shall not
permit the ratio of (x) the Borrower and the Subsidiaries'
Consolidated Adjusted EBITDA to (y) Consolidated Interest Expense,
measured on a rolling four Fiscal Quarters basis, to fall below 1.50
to 1.00 as of the end of any Fiscal Quarter."
G. Amendment of Section 8.8 (Senior Notes). Section 8.8 is hereby
amended and restated as follows:
"8.8 No Redemption, Purchase or Amendment of Preferred
Stock or Senior Notes. The Borrower shall not redeem, purchase or
amend the terms of the preferred stock issued by the Borrower or the
Senior Notes."
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G. Amendment of Schedule 2.1. Schedule 2.1 is hereby amended,
restated and replaced in its entirety by Schedule 2.1 attached to the 2002A
Amendment to Loan Documents.
H. Ratification. Except as specifically amended by the provisions
hereinabove, the Loan Agreement remains in full, force and effect. The Borrower
and each Existing Subsidiary hereby reaffirms and ratifies all of its respective
obligations under the Loan Agreement, as amended and modified hereby.
2. AMENDMENT OF ORIGINAL REVOLVING CREDIT NOTE. The Original
Revolving Credit Note is hereby amended, restated and replaced in its entirety
by the Revolving Credit Note attached to the 2002A Amendment to Loan Documents
as Exhibit A-1.
3. AMENDMENT AND RATIFICATION OF ORIGINAL GUARANTY. All references in
the Original Guaranty to the "Revolving Credit Note", the "Revolving Credit
Notes" or the "Notes" shall mean the Revolving Credit Note attached to the 2002A
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. Except as specifically amended by
the provisions hereinabove, the Original Guaranty remains in full, force and
effect, guarantying payment of the Revolving Credit Notes and the Revolving
Credit Facility. Each Existing Subsidiary hereby reaffirms and ratifies all of
its joint and several obligations under the Original Guaranty, as amended and
modified hereby.
4. AMENDMENT AND RATIFICATION OF ORIGINAL SECURITY AGREEMENT. All
references in the Original Security Agreement to the "Revolving Credit Note",
the "Revolving Credit Notes" or the "Notes" shall mean the Revolving Credit Note
attached to the 2002A 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. All references in
the Original Security Agreement to the "Revolving Credit Facility" shall mean
the Revolving Credit Facility in the maximum principal amount of $20,000,000.
All references in the Original Security Agreement to the "Revolving Credit
Loans" shall mean the Revolving Credit Loans in the maximum principal amount of
$20,000,000. Except as specifically amended by the provisions hereinabove, the
Original Security Agreement remains in full, force and effect, securing payment
of the Revolving Credit Notes and the Revolving Credit Facility. The Borrower
and each Existing Subsidiary hereby reaffirms and ratifies all of its joint and
several obligations under the Original Security Agreement, as amended and
modified hereby.
5. AMENDMENT AND RATIFICATION OF ORIGINAL PLEDGE AGREEMENT. All
references in the Original Pledge Agreement to the "Obligations" which the
Original Pledge Agreement secures shall be deemed to include (but not be limited
to) the Revolving Credit Note attached to the 2002A 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. Except as specifically amended by the provisions hereinabove,
the Original Pledge Agreement remains in full, force and effect. The Borrower
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and each Existing Subsidiary hereby reaffirms and ratifies all of its joint and
several obligations under the Original Pledge Agreement, as amended and modified
hereby.
6. AMENDMENT AND RATIFICATION OF ORIGINAL MORTGAGE. All references in
the Original Mortgage to the "obligations" which the Original Mortgage secures
shall be deemed to include (but not be limited to) the Revolving Credit Note
attached to the 2002A 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. Except as
specifically amended by the provisions hereinabove, the Original Mortgage
remains in full, force and effect. NTCLP hereby reaffirms and ratifies all of
its obligations under the Original Mortgage, as amended and modified hereby.
7. 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 2002A
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. Except as specifically amended by
the provisions hereinabove, such other Loan Documents remain in full, force and
effect. The Borrower and each Existing Subsidiary hereby reaffirms and ratifies
all of its joint and several obligations under all Loan Documents, as amended
and modified hereby.
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 Existing
Subsidiary of this Agreement;
B. the delivery to the Agent Bank of a copy of the certificate of
the Borrower's and each Existing 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
Existing 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 as provided in Section 11.5 of the
Original Loan Agreement.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS. To induce the Agent
Bank and the Banks to enter into this Agreement, the Borrower and each Existing
Subsidiary represents and warrants to Agent Bank as follows:
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A. The Borrower and each Existing 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
Existing 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 Existing Subsidiary is duly authorized to do so.
D. The representations and warranties made by the Borrower and each
Existing Subsidiary in any of the Loan Documents are hereby true and correct in
all material respects as of the date hereof.
E. 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 Existing Subsidiaries or any property of the
Borrower or the Existing 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 (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 Agreement, 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 Existing 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 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 Existing 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
Existing 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.
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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 Existing 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
Existing 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 Existing 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 Existing 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 Existing
Subsidiary has caused this Loan Agreement to be duly executed as of the day and
year first above written.
BANK ONE, KENTUCKY, NA, as Agent Bank
("the Agent Bank")
/s/ Xxxxxx Xxxxxxx
------------------------------------------------
By: Xxxxxx Xxxxxxx, Senior Vice President
BANK ONE, KENTUCKY, NA, as a Bank (a "Bank")
/s/ Xxxxxx Xxxxxxx
------------------------------------------------
By: Xxxxxx Xxxxxxx, Senior Vice President
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NORTH ATLANTIC TRADING COMPANY, INC.,
as the Borrower
/s/ Xxxxx Xxxxxxx
------------------------------------------------
By: President
NATIONAL TOBACCO COMPANY, L.P.,
as an Existing Subsidiary
By NATIONAL TOBACCO FINANCE CORPORATION
as its general partner
/s/ Xxxxx Xxxxxxx
------------------------------------------------
By: Secretary
NORTH ATLANTIC OPERATING COMPANY , INC.
as an Existing Subsidiary
/s/ Xxxxx Xxxxxxx
------------------------------------------------
By: Secretary
NATIONAL TOBACCO FINANCE CORPORATION
as an Existing Subsidiary
/s/ Xxxxx Xxxxxxx
------------------------------------------------
By: Secretary
Prepared by:
/s/ Xxxx X. Xxxx
----------------------------
Xxxx X. Xxxx
Xxxxx Xxxxx Xxxx LLC
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
LOUIMDMS/214403.2
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SCHEDULE 1.1
LIST OF BANKS
BANK ONE, KENTUCKY, NA ("Bank One")
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
SCHEDULE 1.2
LIST OF EXISTING 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, L.P.
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
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
EXHIBIT A-1
REVOLVING CREDIT NOTE
$20,000,000 December 29, 2000
Amended and Restated December 31, 2002
FOR VALUE RECEIVED, NORTH ATLANTIC TRADING COMPANY, INC. (the
"Borrower") promises to pay to the order of BANK ONE, KENTUCKY, NA, a national
banking association (the "Payee" or the "Bank"), on or before the Revolving Loan
Commitment Termination Date (as defined in the Loan Agreement defined below),
the lesser of (y) the principal amount of Twenty Million Dollars ($20,000,000),
and (z) the unpaid aggregate principal amount of all advances made by the Bank
to the Borrower as Revolving Credit Loans under the Loan Agreement referred to
below.
The Borrower also promises to pay interest on the unpaid principal
amount hereof until paid at the rates, at the times and from the dates which
shall be determined in accordance with the provisions of that certain Loan
Agreement dated as of December 29, 2000 (as amended, the "Loan Agreement")
entered into by and among the Borrower, the Subsidiaries of the Borrower, the
Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and Bank One, Kentucky, NA, as Agent Bank (in such
capacity the "Agent Bank"). Capitalized terms used herein without definition
shall have the meanings assigned those terms in the Loan Agreement. To the
extent this document contains references to multiple "Banks" or "Revolving
Credit Notes" at a time when there exists only one "Bank" and one "Revolving
Credit Note", such references shall be deemed to refer to such single "Bank" and
"Revolving Credit Note".
This Note is one of the Borrower's "Revolving Credit Notes" and is
issued pursuant to and is entitled to the benefits of the Loan Agreement to
which reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
The Revolving Credit Facility contains one subfacility: the Letter of
Credit Subfacility. The Borrower shall not be entitled to receive any Revolving
Credit Loan hereunder to the extent that the making of the Revolving Credit Loan
would cause the sum of (i) the aggregate principal amount of all outstanding
Revolving Credit Loans and (ii) the Letter of Credit Usage to exceed the
aggregate amount of the Revolving Loan Commitments.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at the
office of the Agent Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Loan Agreement. Until notified
in writing of the transfer of this Note, the Borrower and the Agent Bank shall
be entitled to deem the Payee or such person who has been so identified by the
transferor in writing to the Borrower and the Agent Bank as the holder of this
Note, as the owner and holder of this Note. Each of the Payee and any subsequent
holder of this Note agrees that before disposing of this Note or any part hereof
it will make a notation hereon or in its records of all principal payments
previously made hereunder and of the date to which interest herein has been
paid; provided, however, that the failure to make a notation of any payment made
on this Note shall not limit or otherwise affect the obligation of the Borrower
hereunder with respect to payments of principal or interest on this Note.
This Note is subject to prepayment at the option of the Borrower and
to mandatory prepayment as provided in Section 2.4 of the Loan Agreement.
This Note is secured through the Security Agreement, the Mortgage,
the Pledge Agreement and other Loan Documents providing security to the Agent
Bank, for the benefit of the Banks.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this
Note or the Loan Agreement shall alter or impair the obligation of the Borrower,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
The Borrower promises to pay all reasonable and necessary
out-of-pocket costs and expenses required to be paid under Section 11.5 of the
Loan Agreement. The Borrower hereby waives diligence, presentment, protest,
demand and notice of every kind.
This Note is delivered in amendment, restatement and replacement of,
but not in novation of, the Revolving Credit Note of the Borrower dated December
29, 2000 in the principal amount of $10,000,000.
IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of December 31,
2002.
NORTH ATLANTIC TRADING COMPANY, INC.
( the "Borrower")
By ___________________________________
Title___________________________________
