FIRST LIEN TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This FIRST LIEN TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 13th day of January, 2014, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECOND LIEN PATENT SECURITY AGREEMENTPatent Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This SECOND LIEN PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 13th day of January, 2014, by and among the Grantor referred to on the signature pages hereof (“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
CONSENT AGREEMENTConsent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
CONSENT AGREEMENT, dated as of April 4, 1997 (this “Agreement”) between Bolloré Technologies S.A., a corporation organized under the laws of the Republic of France (“Bolloré”), and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”).
FIRST LIEN COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This FIRST LIEN COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of January, 2014, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of January 13, 2014, by and among NORTH ATLANTIC HOLDING COMPANY, INC., as Parent, NATC HOLDING COMPANY, INC., as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., as Borrower, THE LENDERS REFERRED TO...Second Lien Term Loan Credit Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of January 13, 2014, by and among NORTH ATLANTIC HOLDING COMPANY, INC., a Delaware corporation, as Parent, NATC HOLDING COMPANY, INC., a Delaware corporation, as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
June 10, 1996Distribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the three Amended and Restated Distribution and License Agreements (collectively, the “Agreements”) each dated as of November 30, 1992 between us relating to the distribution of Zig Zag cigarette paper booklets in the United States, in Canada and in Hong Kong and certain other territories, as amended by agreement dated March 31, 1993. This will confirm our agreement to amend the Agreements further, as follows:
BOLLORE S.A. ODET-29 500 COMMUNE D’ERGUE GABERIC RCS QUIMPER B 304 827 900Distribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the Amended and Restated Distribution and Licence Agreement dated as of November 30, 1992 between us relating to the distribution of Zig-Zag cigarette paper booklets in the United States ( the «U.S. Agreement») and Canada (the « Canadian Agreement ») each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999 and October 20, 1999 (collectively the « Agreements »).
AMENDMENT NO. 2 TO CONSENT AGREEMENTConsent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
AMENDMENT NO. 2, dated as of June 25, 1997 (the “Amendment”) to the CONSENT AGREEMENT (“Consent Agreement”) dated as of April 4, 1997, as amended by Amendment No. 1 thereto (“Amendment No. 1”), dated April 9, 1997 (the Consent Agreement, as so amended, herein called the “Amended Consent”), by and between Bolloré Technologies S.A. and North Atlantic Trading Company, Inc. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the respective meanings ascribed to such terms in the Amended Consent.
BOLLORE TECHNOLOGIES S.A. KM 4 Route de Thuir B.P. 424 66004 PERPIGNAN FranceDistribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the three Amended and Restated Distribution and License Agreements (collectively, the « Distribution Agreements ») each dated as of November 30, 1992 between us relating to the distribution of Zig Zag cigarette paper booklets in the United States (the « U.S. Agreement »), in Canada (the « Canadian Agreement ») and in Hong Kong and certain other territories (the « Asian Agreement »), as amended by agreements dated March 31, 1993 and June 10, 1996. This will confirm our agreement to amend the Distribution Agreements further, as follows:
North Atlantic Operating Company Inc. New York - NY 10010 March 10, 2010Distribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the Amended and Restated Distribution and License Agreement dated as of November 30, 1992, between us relating to the distribution of Zig Zag cigarette paper booklets and related products in the United States (the “U.S. Agreement”) and in Canada (the “Canadian Agreement”) (collectively, the “Distribution Agreements), each as amended.
AMENDMENT NO. 2 TO TRADEMARK CONSENT AGREEMENTTrademark Consent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
WHEREAS, said parties wish to amend the Consent Agreement to include Application Serial No. 85/414,445 on Schedule A and Application Serial No. 85/645,831 on Schedule B;
FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of January 13, 2014, by and among NORTH ATLANTIC HOLDING COMPANY, INC., as Parent, NATC HOLDING COMPANY, INC., as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., as Borrower, THE LENDERS REFERRED TO...First Lien Term Loan Credit Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of January 13, 2014, by and among NORTH ATLANTIC HOLDING COMPANY, INC., a Delaware corporation, as Parent, NATC HOLDING COMPANY, INC., a Delaware corporation, as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
INTREPID BRANDS, LLC OPTION AGREEMENTOption Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • Kentucky
THIS UNIT OPTION AGREEMENT (“Agreement”) is made and entered into as of __________ , 2014 (the “Option Date”), by and between Intrepid Brands, LLC, a Delaware limited liability company (“Company”), and ___________, an Employee, Consultant or Manager of the Company (“Participant”).
Trademark Consent AgreementTrademark Consent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This Agreement, made this 31st day of July, 2003, by and between North Atlantic Trading Company, Inc. (hereinafter referred to as “NATC”), a Delaware corporation, whose address is 257 Park Avenue South, New York, New York 10010; North Atlantic Operating Company, Inc. (hereinafter referred to as “NAOC”), a Delaware corporation, whose address is 257 Park Avenue South, New York, New York 10010; and Bolloré S.A., formerly know as Bolloré Technologies, S.A., a French corporation whose address is Odet 29500 Ergue Gaberic, Commune d’Ergue Gaberic, France (hereinafter referred to as “Bolloré”).
REVOLVING CREDIT AGREEMENT dated as of January 13, 2014, by and among NATC HOLDING COMPANY, INC., as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION,...Revolving Credit Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
REVOLVING CREDIT AGREEMENT, dated as of January 13, 2014, by and among NATC HOLDING COMPANY, INC., a Delaware corporation, as Holdings, NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
NORTH ATLANTIC HOLDING COMPANY, INC. 7% Senior Notes due December 31, 2023 Note Purchase Agreement Dated January 21, 2014Note Purchase Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
North Atlantic Holding Company, Inc., a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Bolloré Technologies, S.A. 92811 Puteaux, FranceDistribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the three Amended and Restated Distribution and License Agreements (collectively, the “Distribution Agreements”), each dated as of November 10, 1992 between North Atlantic Trading Company, Inc., a Delaware corporation (the “Distributor”), and Bolloré Technologies, S.A., a corporation organized under the laws of the Republic of France (“Bolloré”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Distribution Agreements.
north atlantic holding company, inc. STOCK OPTION AGREEMENTStock Option Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • Kentucky
THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the ____ day of ___________, 2008, by and between North Atlantic Holding Company, Inc., a Delaware corporation ("Corporation"), and ______________________, an employee, consultant or director of the Corporation or a subsidiary of the Corporation ("Optionee").
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
This License and Distribution Agreement (“Agreement”) is entered into as of the 19th day of March, 2013, by and between (i) Bolloré S.A., an entity organized under the laws of France (“Bolloré”), and (ii) North Atlantic Operating Company, a Delaware corporation (“NAOC”).
AMENDMENT NO. 1 TO CONSENT AGREEMENTConsent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
AMENDMENT NO. 1 dated as of April 9, 1997 (the “Amendment”) to CONSENT AGREEMENT dated as of April 4, 1997, (the “Consent Agreement”), by and between Bolloré Technologies S.A. and North Atlantic Trading Company, Inc. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the respective meanings ascribed to such terms in the Consent Agreement.
February 28, 2005Distribution Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
Reference is made to the Amended and Restated Distribution and License Agreement dated as of November 30, 1992, between us relating to the distribution of Zig Zag cigarette paper booklets and related products in the United States (the “U.S. Agreement”) and in Canada (the “Canadian Agreement”) (collectively, the “Distribution Agreements), each as amended.
SECOND LIEN COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This SECOND LIEN COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of January, 2014, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
