Exhibit 4.3


 







Execution Version


 


Published CUSIP Number: 65733EAA4

Term Loan CUSIP Number: 65733EAB2


 





 



 




$170,000,000


 


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 HEREIN,

as Lenders,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,


 


and


 


WELLS FARGO SECURITIES, LLC

and

JEFFERIES FINANCE LLC,

as Joint Lead Arrangers and Joint Bookrunners


 





 









 



    	 



    	 



    

 


TABLE OF CONTENTS





	 	 	 	 	 	 
	 	 	 	 	 	Page(s)
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	1
	 	 	 	 	 	 
	 	SECTION 1.1	 	Definitions	 	1
	 	SECTION 1.2	 	Other Definitions and Provisions	 	32
	 	SECTION 1.3	 	Accounting Terms	 	33
	 	SECTION 1.4	 	UCC Terms	 	33
	 	SECTION 1.5	 	Rounding	 	33
	 	SECTION 1.6	 	References to Agreement and Laws	 	33
	 	SECTION 1.7	 	Times of Day	 	34
	 	SECTION 1.8	 	Guarantees	 	34
	 	SECTION 1.9	 	Covenant Compliance Generally	 	34
	 	 	 
	ARTICLE II TERM LOAN FACILITY	 	34
	 	 	 	 	 	 
	 	SECTION 2.1	 	Initial Loan	 	34
	 	SECTION 2.2	 	Procedure for Advance of Loans	 	34
	 	SECTION 2.3	 	Repayment of Loans	 	35
	 	SECTION 2.4	 	Prepayments of Loans	 	36
	 	SECTION 2.5	 	Extension of Maturity Date	 	38
	 	SECTION 2.6	 	Refinancing Facilities	 	40
	 	 	 
	ARTICLE III GENERAL LOAN PROVISIONS	 	42
	 	 	 	 	 	 
	 	SECTION 3.1	 	Interest	 	42
	 	SECTION 3.2	 	Notice and Manner of Conversion or Continuation of Loans	 	43
	 	SECTION 3.3	 	Fees	 	43
	 	SECTION 3.4	 	Manner of Payment	 	44
	 	SECTION 3.5	 	Evidence of Indebtedness	 	44
	 	SECTION 3.6	 	Sharing of Payments by Lenders	 	44
	 	SECTION 3.7	 	Administrative Agent’s Clawback	 	45
	 	SECTION 3.8	 	Changed Circumstances	 	46
	 	SECTION 3.9	 	Indemnity	 	46
	 	SECTION 3.10	 	Increased Costs	 	47
	 	SECTION 3.11	 	Taxes	 	48
	 	SECTION 3.12	 	Mitigation Obligations; Replacement of Lenders	 	51
	 	SECTION 3.13	 	Defaulting Lenders	 	52
	 	SECTION 3.14	 	Incremental Loans	 	53
	 	 	 
	ARTICLE IV CONDITIONS OF CLOSING AND BORROWING	 	55
	 	 	 	 	 	 
	 	SECTION 4.1	 	Conditions to Closing and Initial Extensions of Credit	 	55
	 	SECTION 4.2	 	Conditions to All Extensions of Credit	 	59
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	 	59
	 	 	 	 	 	 
	 	SECTION 5.1	 	Organization; Power; Qualification	 	59
	 	SECTION 5.2	 	Ownership	 	60



 




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	 	SECTION 5.3	 	Authorization; Enforceability	 	60
	 	SECTION 5.4	 	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc	 	60
	 	SECTION 5.5	 	Compliance with Law; Governmental Approvals	 	61
	 	SECTION 5.6	 	Tax Returns and Payments	 	61
	 	SECTION 5.7	 	Intellectual Property Matters	 	61
	 	SECTION 5.8	 	Environmental Matters	 	61
	 	SECTION 5.9	 	Employee Benefit Matters	 	62
	 	SECTION 5.10	 	Margin Stock	 	63
	 	SECTION 5.11	 	Government Regulation	 	63
	 	SECTION 5.12	 	Material Contracts; Customers and Suppliers	 	64
	 	SECTION 5.13	 	Employee Relations	 	64
	 	SECTION 5.14	 	Burdensome Provisions	 	65
	 	SECTION 5.15	 	Financial Statements	 	65
	 	SECTION 5.16	 	No Material Adverse Change	 	65
	 	SECTION 5.17	 	Solvency	 	65
	 	SECTION 5.18	 	Title to Properties	 	65
	 	SECTION 5.19	 	Litigation	 	65
	 	SECTION 5.20	 	Anti-Terrorism; Anti-Money Laundering; Etc	 	65
	 	SECTION 5.21	 	Absence of Defaults	 	66
	 	SECTION 5.22	 	Senior Indebtedness Status	 	66
	 	SECTION 5.23	 	Disclosure	 	66
	 	SECTION 5.24	 	Flood Hazard Insurance	 	66
	 	SECTION 5.25	 	Use of Proceeds	 	67
	 	SECTION 5.26	 	Insurance	 	67
	 	SECTION 5.27	 	Security Documents	 	67
	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	 	68
	 	 	 	 	 	 
	 	SECTION 6.1	 	Financial Statements and Budgets	 	68
	 	SECTION 6.2	 	Certificates; Other Reports	 	69
	 	SECTION 6.3	 	Notice of Litigation and Other Matters	 	71
	 	SECTION 6.4	 	Preservation of Corporate Existence and Related Matters	 	72
	 	SECTION 6.5	 	Maintenance of Property and Licenses	 	72
	 	SECTION 6.6	 	Insurance	 	72
	 	SECTION 6.7	 	Accounting Methods and Financial Records	 	73
	 	SECTION 6.8	 	Payment of Taxes and Other Obligations	 	73
	 	SECTION 6.9	 	Compliance with Laws and Approvals	 	73
	 	SECTION 6.10	 	Environmental Laws	 	73
	 	SECTION 6.11	 	Compliance with ERISA	 	73
	 	SECTION 6.12	 	Compliance with Material Contracts	 	74
	 	SECTION 6.13	 	Visits and Inspections	 	74
	 	SECTION 6.14	 	Additional Collateral; Additional Subsidiaries; Real Property	 	74
	 	SECTION 6.15	 	Use of Proceeds	 	76
	 	SECTION 6.16	 	[Reserved]	 	76
	 	SECTION 6.17	 	Further Assurances	 	76
	 	SECTION 6.18	 	License Agreements	 	76
	 	SECTION 6.19	 	Maintenance of Company Separateness	 	77
	 	SECTION 6.20	 	Post-Closing Matters	 	77



 



 




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	ARTICLE VII NEGATIVE COVENANTS	 	77
	 	SECTION 7.1	 	Indebtedness	 	77
	 	SECTION 7.2	 	Liens	 	79
	 	SECTION 7.3	 	Investments	 	81
	 	SECTION 7.4	 	Fundamental Changes	 	83
	 	SECTION 7.5	 	Asset Dispositions	 	84
	 	SECTION 7.6	 	Restricted Payments	 	84
	 	SECTION 7.7	 	Transactions with Affiliates	 	86
	 	SECTION 7.8	 	Accounting Changes; Organizational Documents	 	87
	 	SECTION 7.9	 	Payments and Modifications of Certain Indebtedness	 	87
	 	SECTION 7.10	 	No Further Negative Pledges; Restrictive Agreements	 	88
	 	SECTION 7.11	 	Nature of Business	 	88
	 	SECTION 7.12	 	Amendments of ABL Loan Documents; Amendments of Other Documents	 	89
	 	SECTION 7.13	 	Sale Leasebacks	 	89
	 	SECTION 7.14	 	Limitations on Holdings	 	89
	 	SECTION 7.15	 	Financial Covenants	 	90
	 	SECTION 7.16	 	Designation of Unrestricted Subsidiaries; Limitation on Creation of Subsidiaries	 	90
	 	SECTION 7.17	 	Parent Negative Pledge	 	90
	 	 	 
	ARTICLE VIII DEFAULT AND REMEDIES	 	91
	 	 	 	 	 	 
	 	SECTION 8.1	 	Events of Default	 	91
	 	SECTION 8.2	 	Remedies	 	93
	 	SECTION 8.3	 	Rights and Remedies Cumulative; Non-Waiver; Etc	 	93
	 	SECTION 8.4	 	Crediting of Payments and Proceeds	 	94
	 	SECTION 8.5	 	Administrative Agent May File Proofs of Claim	 	94
	 	SECTION 8.6	 	Credit Bidding	 	95
	 	SECTION 8.7	 	Borrower’s Right to Cure	 	95
	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	 	96
	 	 	 	 	 	 
	 	SECTION 9.1	 	Appointment and Authority	 	96
	 	SECTION 9.2	 	Rights as a Lender	 	97
	 	SECTION 9.3	 	Exculpatory Provisions	 	97
	 	SECTION 9.4	 	Reliance by the Administrative Agent	 	98
	 	SECTION 9.5	 	Delegation of Duties	 	98
	 	SECTION 9.6	 	Resignation of Administrative Agent	 	98
	 	SECTION 9.7	 	Non-Reliance on the Arrangers, the Administrative Agent and Other Lenders	 	99
	 	SECTION 9.8	 	No Other Duties, Etc	 	100
	 	SECTION 9.9	 	Collateral and Guaranty Matters	 	100
	 	 	 
	ARTICLE X MISCELLANEOUS	 	101
	 	 	 	 	 	 
	 	SECTION 10.1	 	Notices	 	101
	 	SECTION 10.2	 	Amendments, Waivers and Consents	 	103
	 	SECTION 10.3	 	Expenses; Indemnity	 	105
	 	SECTION 10.4	 	Right of Setoff	 	107
	 	SECTION 10.5	 	Governing Law; Jurisdiction, Etc	 	107
	 	SECTION 10.6	 	Waiver of Jury Trial	 	108



 




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	 	SECTION 10.7	 	Reversal of Payments	 	108
	 	SECTION 10.8	 	Injunctive Relief	 	108
	 	SECTION 10.9	 	Successors and Assigns; Participations	 	109
	 	SECTION 10.10	 	Treatment of Certain Information; Confidentiality	 	114
	 	SECTION 10.11	 	Performance of Duties	 	115
	 	SECTION 10.12	 	All Powers Coupled with Interest	 	115
	 	SECTION 10.13	 	Survival	 	115
	 	SECTION 10.14	 	Titles and Captions	 	115
	 	SECTION 10.15	 	Severability of Provisions	 	115
	 	SECTION 10.16	 	Counterparts; Integration; Effectiveness; Electronic Execution	 	116
	 	SECTION 10.17	 	Term of Agreement	 	116
	 	SECTION 10.18	 	USA PATRIOT Act	 	116
	 	SECTION 10.19	 	Independent Effect of Covenants	 	116
	 	SECTION 10.20	 	Inconsistencies with Other Documents; Intercreditor Agreements	 	116


 




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	EXHIBITS	 	 	 
	 	 	 	 
	Exhibit A	 	-	Form of Note
	Exhibit B	 	-	Form of Notice of Borrowing
	Exhibit C	 	-	Form of Notice of Account Designation
	Exhibit D	 	-	Form of Notice of Prepayment
	Exhibit E	 	-	Form of Notice of Conversion/Continuation
	Exhibit F	 	-	Form of Officer’s Compliance Certificate
	Exhibit G-1	 	-	Form of Assignment and Assumption
	Exhibit G-2	 	-	Form of Affiliated Lender Assignment and Assumption
	Exhibit H-1	 	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	Exhibit H-2	 	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
	Exhibit H-3	 	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
	Exhibit H-4	 	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
	Exhibit I	 	-	Form of Guaranty and Security Agreement
	Exhibit J	 	-	Form of Pari Passu Intercreditor Agreement
	Exhibit K	 	-	Form of Parent Guaranty Agreement
	Exhibit L	 	-	Subordination Terms
	 	 	 	 
	SCHEDULES	 	 	 
	 	 	 	 
	Schedule 1.1	 	-	Commitments and Commitment Percentages
	Schedule 4.1	 	-	Closing Date Security Documents and Loan Documents
	Schedule 5.1	 	-	Jurisdictions of Organization and Qualification
	Schedule 5.2	 	-	Subsidiaries and Capitalization
	Schedule 5.6	 	-	Tax Matters
	Schedule 5.9	 	-	Employee Benefit Plans
	Schedule 5.12	 	-	Material Contracts
	Schedule 5.13	 	-	Labor and Collective Bargaining Agreements
	Schedule 5.18	 	-	Real Property
	Schedule 5.26	 	-	Insurance
	Schedule 6.14(d)	 	-	Real Property Collateral Requirements
	Schedule 6.20	 	-	Post-Closing Matters
	Schedule 7.1	 	-	Existing Indebtedness
	Schedule 7.2	 	-	Existing Liens
	Schedule 7.3	 	-	Existing Loans, Advances and Investments
	Schedule 7.7	 	-	Transactions with Affiliates


 



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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.


 


STATEMENT OF PURPOSE


 


WHEREAS, the Borrower has requested that
(i) the Lenders extend credit to the Borrower in the form of Loans under this Agreement on the Closing Date in an aggregate principal
amount of $170,000,000, (ii) certain other lenders extend credit to the Borrower in the form of the ABL Facility on the Closing
Date in a maximum aggregate principal amount of $40,000,000 and (iii) certain other lenders extend credit to the Borrower in the
form of the Second Lien Term Loan Facility on the Closing Date in a maximum aggregate principal amount of $80,000,000; and


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend the Term Facility to the Borrower.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1           Definitions.
The following terms when used in this Agreement shall have the meanings assigned to them below:


 


“ABL Administrative Agent”
means Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent under the ABL Credit
Agreement and the ABL Loan Documents, or any successor administrative agent and collateral agent under the ABL Loan Documents.


 


“ABL Credit Agreement”
means that certain ABL Credit Agreement dated as of the date hereof by and among NATC Holding Company, Inc., as holdings, North
Atlantic Trading Company, Inc., as a borrower, certain subsidiaries of North Atlantic Trading Company, Inc., as additional borrowers,
the lenders party thereto and Wells Fargo Bank, National Association, as ABL Administrative Agent.


 


“ABL Facility” means
the asset-base d revolving credit facility established pursuant to the ABL Credit Agreement.


 


“ABL Intercreditor
Agreement” means that certain ABL Intercreditor Agreement dated as of the date hereof by and among each Credit Party,
Wells Fargo Bank, National Association, as Initial ABL Facility Agent, Wells Fargo Bank, National Association, as Initial First
Lien Term Loan Facility Agent, and Wells Fargo Bank, National Association, as Initial Second Lien Term Loan Facility Agent.


 


“ABL Loan Documents”
means the ABL Credit Agreement, the ABL Intercreditor Agreement and the other “Loan Documents” as defined in the ABL
Credit Agreement (as in effect on the date hereof and as amended, restated, amended and restated, supplemented or otherwise modified
from time to time in accordance therewith, herewith and with the ABL Intercreditor Agreement).


 




    	 



    	 



    
 


“ABL Priority Collateral”
has the meaning assigned to such term in the ABL Intercreditor Agreement.


 


“Acquired Entity” means
100% of the Equity Interests of any Person that is not already a Subsidiary or an Unrestricted Subsidiary of the Borrower, which
Person shall, as a result of the acquisition of such Equity Interests, become a Wholly-Owned Domestic Subsidiary of the Borrower
(or shall be merged with and into the Borrower or another Wholly-Owned Domestic Subsidiary of the Borrower; provided that
(i) in the case of any such merger involving the Borrower, the Borrower shall be the surviving or continuing Person, and (ii)
in the case of any such merger involving any other NATC Party, such NATC Party shall be the surviving or continuing Person).


 


“Administrative Agent”
means Wells Fargo, in its capacity as administrative agent and collateral agent hereunder, and any successor thereto appointed
pursuant to Section 9.6.


 


“Administrative Agent Fee Letter”
means the administrative agent fee letter, dated as of January 13, 2014, between Holdings, the Borrower and the Administrative
Agent.


 


“Administrative Agent’s
Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of
Section 10.1(c).


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” means, with
respect to a specified Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified or (b) any Person that directly or indirectly owns ten percent
(10%) or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.


 


“Affiliated Lender Assignment and
Assumption” means an assignment and assumption entered into by a Lender and Standard General, and accepted by the Administrative
Agent, in substantially the form attached as Exhibit G-2 or any other form approved by the Administrative Agent.


 


“Agent’s Liens”
means the Liens granted by the Borrower and the Guarantors to the Administrative Agent under the Loan Documents securing the Obligations.


 


“Agreement” means this
Credit Agreement.


 


“Anti-Terrorism Laws”
has the meaning assigned thereto in Section 5.20.


 


“Applicable Law” means
all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities (including all Tobacco Laws and Environmental Laws) and all orders
and decrees of all courts and arbitrators.


 


“Applicable Margin”
means (i) with respect to Base Rate Loans, 5.50% and (ii) with respect to LIBOR Rate Loans, 6.50%. The Applicable Margins set
forth above shall be increased as, and to the extent, required by Section 3.14.


 


“Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 




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“Arrangers” means Wells
Fargo Securities, LLC and Jefferies Finance LLC, in their capacities as joint lead arrangers and joint bookrunners.


 


“Asset Disposition”
means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests)
by any NATC Party or any Subsidiary thereof (or the granting of any option or other right to do any of the foregoing), and any
issuance of Equity Interests by the Borrower to any Person other than Holdings or by any Subsidiary of the Borrower to any Person
that is not the Borrower or any Wholly-Owned Subsidiary thereof. The term “Asset Disposition” shall not include
(a) the sale of inventory or any other goods or property in the ordinary course of business, (b) any other transaction permitted
pursuant to Section 7.4, (c) the write-off, discount, sale or other disposition of receivables and similar obligations
in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition
of any Hedge Agreement, (e) the disposition of Investments in cash or Cash Equivalents, (f) the transfer by any NATC Party of
its assets to the Borrower or any other NATC Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any NATC
Party (provided that, in connection with any such transfer, such NATC Party shall not pay more than an amount equal to
the fair market value of such assets as determined by it in good faith at the time of such transfer), (h) the transfer by any
Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary and (i) any sale, transfer or disposition of property
for Net Cash Proceeds which, when taken collectively with the Net Cash Proceeds of any other such sale, transfer or disposition
of property that were consummated (x) since the beginning of the calendar year in which such sale, transfer or disposition is
consummated, do not exceed $1,000,000 and (y) on or after the Closing Date, do not exceed $2,500,000.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by Section 10.9), and accepted by the Administrative Agent, in substantially the form attached as Exhibit
G-1 or any other form approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, on any date of determination, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a
Capital Lease Obligation.


 


“Auction” has the meaning
assigned thereto in Section 10.9(f).


 


“Available Amount” means,
at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication:


 


(a)           the cumulative amount of Excess
Cash Flow of the Borrower and its Subsidiaries on a Consolidated basis for the Available Amount Reference Period not required to
be applied as a prepayment of Loans pursuant to Section 2.4(b)(iv); plus


 


(b)           the
aggregate amount of capital contributions made in cash to the Borrower by Holdings from the aggregate net proceeds received by
Holdings from (x) the issuance or sale of its Equity Interests (not constituting Disqualified Equity Interests) subsequent to
the Closing Date (other than an issuance or sale to a Subsidiary of Holdings or an employee stock ownership plan or similar trust
of Holdings or a Subsidiary of Holdings) and (y) other capital contributions received by Holdings from its shareholders subsequent
to the Closing Date, provided that any amounts described in Section 7.6(a), Section 7.6(e) and Section
7.9(b)(ii), any amount designated as a Cure Amount and any amount received by Holdings or the Borrower from the proceeds of
the Parent PIK Toggle Facility shall be excluded from this clause (b); plus


 




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(c)           without
duplication, the amount of any mandatory prepayment of Loans declined by the Lenders pursuant to Section 2.4(b)(vi) that
is also declined by the lenders under the Second Lien Term Loan Credit Agreement pursuant to Section 2.4(b)(v) thereto
subsequent to the Closing Date; plus


 


(d)           the
amount by which the principal amount of any Indebtedness of the Borrower or any of its Subsidiaries is reduced on the Borrower’s
balance sheet upon the conversion or exchange (other than by Parent or any Subsidiary thereof) subsequent to the Closing Date
of any such Indebtedness of the Borrower or any of its Subsidiaries incurred subsequent to the Closing Date that is convertible
or exchangeable for Equity Interests of Parent (less the amount of any cash, or the fair value of any other property, distributed
by the Borrower or any of its Subsidiaries upon such conversion or exchange); provided, however, that the foregoing
amount shall not exceed the net cash proceeds received by the Borrower or any of its Subsidiaries from the sale or issuance of
such Indebtedness (excluding net cash proceeds from sales to Parent or any Subsidiary of Parent); minus


 


(e)           all Restricted Payments made pursuant
to Section 7.6(f) after the Closing Date and prior to such time; minus


 


(f)           all Investments made pursuant to
Section 7.3(j) after the Closing Date and prior to such time; minus


 


(g)           all payments of Indebtedness made
pursuant to Section 7.9(b)(iv) after the Closing Date and prior to such time.


 


“Available Amount Reference Period”
means, as of any date of determination, the period from and including January 1, 2014 through and including the last day of the
most recently completed Fiscal Year with respect to which the Administrative Agent and the Lenders have received (i) the financial
statements and audit report, together with the related Officer’s Compliance Certificate, required to be delivered pursuant
to Sections 6.1(a) and 6.2(a) hereof and (ii) any prepayment of the Loans required to be made pursuant to Section
2.4(b)(iv).


 


“Bank Product” means
any one or more of the following financial products or accommodations extended to an NATC Party or any of their respective Subsidiaries
by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement
cards” or “p-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash
Management Services and (f) transactions under Hedge Agreements in respect of interest rates or currencies.


 


“Bank Product
Agreements” means those agreements entered into from time to time by an NATC Party or any of their respective Subsidiaries
with a Bank Product Provider in connection with the obtaining of any of the Bank Products.


 


“Bank Product Provider”
means, subject to the limitations set forth in the ABL Credit Agreement, any lender under the ABL Credit Agreement or any of its
Affiliates.


 


“Base Rate” means, at
any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, (c) LIBOR for an Interest Period of
one month plus 1.00%, and (d) 2.25% per annum; each change in the Base Rate shall take effect simultaneously with the corresponding
change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c) shall not be applicable
during any period in which LIBOR is unavailable or unascertainable).


 




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“Base Rate Loan” means
any Loan bearing interest at a rate based upon the Base Rate as provided in Section 3.1(a).


 


“Board of Directors”
means, with respect to any Person, the Board of Directors (or equivalent governing body) of such Person or any committee of the
Board of Directors (or equivalent governing body) of such Person duly authorized, with respect to any particular matter, to exercise
the power of the Board of Directors (or equivalent governing body) of such Person.


 


“Bollore” has the meaning
assigned thereto in Section 6.18.


 


“Bollore Distribution Agreements”
means, collectively (i) the Amended and Restated Distribution and License Agreement (United States), dated as of November 30,
1992, between Bollore and the Borrower (as amended, supplemented, restated, consented to or otherwise modified from time to time),
(ii) that certain Amended and Restated Distribution and License Agreement (Canada), dated as of November 30, 1992, between Bollore
and the Borrower (as amended, supplemented, restated, consented to or otherwise modified from time to time) and (iii) that certain
License and Distribution Agreement, dated as of March 19, 2013, between Bollore S.A. and North Atlantic Operating Company (as
amended, supplemented, restated, consented to or otherwise modified from time to time).


 


“Borrower” means North
Atlantic Trading Company, Inc., a Delaware corporation.


 


“Borrower Materials”
has the meaning assigned thereto in Section 6.2.


 


“Business Day” means
(a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday
on which banks in New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all
notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate
Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause
(a) and that is also a London Banking Day.


 


“Capital Expenditures”
means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, (a) the additions to property,
plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows
of such Person for such period prepared in accordance with GAAP and (b) Capital Lease Obligations during such period, but excluding
expenditures for the restoration, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole
or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.


 


“Cash Equivalents”
means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency
thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (b) commercial paper maturing no more
than one hundred twenty (120) days from the date of creation thereof and currently having the highest short-term rating obtainable
from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred twenty (120) days from the
date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital,
surplus and undivided profits of not less than $500,000,000 and having a long-term rating of “A” (or equivalent) or
better by a nationally recognized rating agency; provided that the aggregate amount invested in such certificates of deposit
shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, and (d)
time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks
or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and
in amounts not exceeding the maximum amounts of insurance thereunder.


 




    	5



    	 



    

 

“Cash Management Services”
means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement,
merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing
house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve
Fedline system) and other cash management arrangements.


 


“Change in Control”
means the occurrence of any of the following:


 


(a)           any sale, lease, exchange or other
disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Holdings and
its Subsidiaries, other than a transaction or series of transactions in which the transferee is controlled by the Management Group
(other than Standard General LP and its Affiliates);


 


(b)           a majority of the Board of Directors
of the Borrower or of Holdings shall consist of Persons who are not Continuing Directors of the Borrower or of Holdings, as the
case may be;


 


(c)           (i) any Person or group of related
Persons (other than the Management Group) for purposes of Section 13(d) of the Exchange Act, becomes the beneficial owner of the
power, directly or indirectly, to vote or direct the voting of securities having more than fifty percent (50%) of the ordinary
voting power for the election of directors of Parent or (ii) any Person together with its Affiliates becomes the owner, directly
or indirectly, of more than sixty-six and two-thirds (66 2/3%) of the economic interests of Parent;


 


(d)           Holdings shall cease to directly
own all of the Equity Interests of the Borrower, free and clear of all Liens (other than any Liens granted hereunder and Permitted
Liens) or Parent shall cease to directly or indirectly own all of the Equity Interests of Holdings; or


 


(e)           any “change in control”
or similar provision under (and as set forth in) any indenture, agreement or other instrument evidencing any Indebtedness or Equity
Interests in excess of $5,000,000 obligating Holdings or any of its Subsidiaries to repurchase, redeem or repay all or any part
of the Indebtedness or Equity Interests provided for therein.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements
or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 




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“Class” means, when
used in reference to any Loan, whether such Loan is an Initial Loan, an Incremental Loan, an Extended Loan (each Extended Loan
extended to the same Maturity Date and having the same terms constituting a separate Class) or a Refinancing Loan and, when used
in reference to any Commitment, whether such Commitment is in respect of Initial Loans, Incremental Loans, Extended Loans or Refinancing
Loans.


 


“Closing Date” means
the date of this Agreement.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Collateral” means the
collateral security for the Obligations pledged or granted pursuant to the Security Documents.


 


“Commitment” means (a)
as to any Lender, the obligation of such Lender to make a portion of the Initial Loan to the account of the Borrower hereunder
on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule
1.1, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof, (b)
as to any applicable Lender, such Lender’s Incremental Loan Commitment, if any, and commitment to make Extended Loans and
Refinancing Loans, as applicable and (c) as to all Lenders, the aggregate commitment of all Lenders to make such Loans. The aggregate
Commitment with respect to the Initial Loan of all Lenders on the Closing Date shall be $170,000,000.


 


“Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or
branch profits Taxes.


 


“Consolidated” means,
when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated
basis in accordance with applicable principles of consolidation under GAAP.


 


“Consolidated EBITDA”
means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and
its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following,
without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes,
(ii) Consolidated Interest Expense, (iii) amortization, depreciation and other non-cash charges or non-cash losses or non-cash
items decreasing Consolidated Net Income (excluding any non-cash item to the extent it represents an accrual of or reserve for
cash disbursements for any subsequent period, amortization of a prepaid cash expense that was paid in a prior period or a reserve
for cash charges to be taken in the future), (iv) extraordinary, non-recurring or unusual losses, (v) Transaction Costs, (vi)
without duplication of any amounts added back in calculating Consolidated EBITDA pursuant to the definition of Pro Forma Basis,
non-recurring one-time costs and expenses incurred in connection with operating improvements, restructurings and other similar
initiatives, in each case to the extent such amounts represent, when combined with all amounts added back to Consolidated EBITDA
pursuant to clause (b) of the definition of Pro Forma Basis, less than five percent (5%) of Consolidated EBITDA (determined
without giving effect to this clause (vi) or such clause (b)) and (vii) product launch costs in an amount not to
exceed $1,500,000 in any period of four (4) consecutive fiscal quarters less (c) the sum of the following, without duplication,
to the extent included in determining Consolidated Net Income for such period: (i) interest income, (ii) any extraordinary gains
and (iii) non-cash gains or non-cash items increasing Consolidated Net Income. For purposes of this Agreement, Consolidated EBITDA
shall be adjusted on a Pro Forma Basis.


 



    	7



    	 



    


 


“Consolidated First Lien Indebtedness”
means, as of any date of determination, on a Consolidated basis without duplication, the aggregate amount of Consolidated Funded
Indebtedness of the Borrower and its Subsidiaries that, as of such date, is secured by a Lien on any assets or property of Holdings
or any of its Subsidiaries other than any such Consolidated Funded Indebtedness (other than Consolidated Funded Indebtedness under
the ABL Facility or any replacement or refinancing thereof or any other Consolidated Funded Indebtedness secured on a pari
passu basis with the ABL Facility) secured by Liens that are expressly subordinated to the Lien securing the Term Facility
(including the Second Lien Term Loan Facility).


 


“Consolidated First Lien Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness on such date to
(b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.


 


“Consolidated Fixed Charge Coverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four (4) consecutive
fiscal quarters ending on or immediately prior to such date to (b) Consolidated Fixed Charges for the period of four (4) consecutive
fiscal quarters ending on or immediately prior to such date.


 


“Consolidated Fixed Charges”
means, for any period, the sum of the following determined on a Consolidated basis for such period, without duplication, for the
Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Interest Expense, (b) scheduled principal payments with
respect to Indebtedness and (c) federal, state, local and foreign income taxes paid in cash.


 


“Consolidated Funded Indebtedness”
means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication,
the sum of (a) the outstanding principal amount of all obligations as determined in accordance with GAAP, whether current or long-term,
for borrowed money (including the Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments, (b) all purchase money Indebtedness, (c) all direct non-contingent obligations arising in connection
with letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts
payable in the ordinary course of business and (ii) contingent earn-outs, hold-backs and other deferred payment of consideration
in Permitted Acquisitions to the extent not fixed and payable), (e) Attributable Indebtedness in respect of Capital Lease Obligations
and Synthetic Leases, (f) without duplication, all Guarantees with respect to, and Liens granted to support, outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than Holdings or any of its Subsidiaries,
and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which Holdings or any of its Subsidiaries
is a general partner or joint venturer, unless such Indebtedness is Non-Recourse Debt.


 


“Consolidated
Interest Expense” means, for any period, determined on a Consolidated basis, without duplication, for the Borrower and
its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations
and all net payment obligations pursuant to Hedge Agreements), premium payments, debt discounts, fees, charges and related expenses
with respect to any and all Indebtedness of the Borrower and its Subsidiaries for such period; provided that notwithstanding
the foregoing, “Consolidated Interest Expense” (i) for the four fiscal quarters ended March 31, 2014 shall be deemed
to be Consolidated Interest Expense for the fiscal quarter ended March 31, 2014 multiplied by four, (ii) for the four fiscal quarters
ended June 30, 2014 shall be deemed to be Consolidated Interest Expense for the two consecutive fiscal quarters ended June 30,
2014 multiplied by two and (iii) for the four fiscal quarters ended September 30, 2014 shall be deemed to be Consolidated Interest
Expense for the three consecutive fiscal quarters ended September 30, 2014 multiplied by four-thirds; provided,
further, that all interest, premium payments, debt discounts, fees, charges and related expenses paid in connection
with the Refinancing, including any Transaction Costs in connection therewith, shall be excluded from the calculation of Consolidated
Interest Expense.


 




    	8



    	 



    


 


“Consolidated Net Income”
means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated
basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of the Borrower
and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary
which shall be subject to clause (c) below), in which Holdings or any of its Subsidiaries has a joint interest with a third
party, except to the extent such net income is actually paid in cash to Holdings or any of its Subsidiaries by dividend or other
distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of Holdings or any of its Subsidiaries or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s
assets are acquired by Holdings or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a),
(c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary to Holdings or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to
the extent of such prohibition or taxes, (d) any gain or loss from Asset Dispositions during such period and (e) any cancellation
of debt income arising from a repurchase of Loans by the Borrower pursuant to Section 10.9(f).


 


“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness on such date to (b) Consolidated EBITDA
for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.


 


“Continuing Directors”
of any Person means, as of any date of determination, any Person who (a) was a member of the Board of Directors of such Person
on the Closing Date or (b) was nominated for election or elected to the Board of Directors of such Person with the affirmative
vote of a majority of the Continuing Directors of such Person who were members of such Board of Directors at the time of such
nomination or election.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. 


 


“Control Agreement” means a deposit account
control agreement or a securities account control agreement, in form and substance reasonably satisfactory to the Administrative
Agent, executed and delivered by the applicable NATC Party, the Administrative Agent, and the applicable securities intermediary
(with respect to a Securities Account) or bank (with respect to a Deposit Account).


 


“Credit Parties” means,
collectively, the Borrower, Parent, Holdings and the Subsidiary Guarantors.


 


“Cure Amount” has the
meaning assigned thereto in Section 8.7(a).


 




    	9



    	 



    


 


“Cure Expiration Date”
has the meaning assigned thereto in Section 8.7(a).


 


“Debt Issuance” means
the issuance or incurrence of any Indebtedness for borrowed money by any NATC Party or any of its Subsidiaries.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any of the events specified in Section 8.1 which, with the passage of time, the giving of notice or any other condition,
would constitute an Event of Default.


 


“Defaulting Lender”
means, subject to Section 3.13(b), any Lender that (a) has failed to (i) fund all or any portion of the Loans required
to be funded by it hereunder within two (2) Business Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower
or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan
hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such
a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of
any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.13(b))
upon delivery of written notice of such determination to the Borrower and each Lender.


 


“Deposit Account” means
any deposit account (as that term is defined in the UCC).


 




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“Disqualified Equity Interests”
means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are
convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a
result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control
or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and
payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof
upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and
all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for
the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other
Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91)
days after the latest Maturity Date in effect at the time of issuance of such Equity Interests; provided that if such Equity
Interests are issued pursuant to a plan for the benefit of Holdings or its Subsidiaries or by any such plan to such employees,
such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased
by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dollars” or “$”
means, unless otherwise qualified, dollars in lawful currency of the United States.


 


“Domestic Subsidiary”
means any Subsidiary organized under the laws of any political subdivision of the United States.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.9(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 10.9(b)(iii)).


 


“Employee Benefit Plan”
means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any NATC Party
or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding seven (7) years
been maintained, funded or administered for the employees of any NATC Party or any current or former ERISA Affiliate.


 


“Engagement Letter”
means the engagement letter dated October 31, 2013 among Holdings, Wells Fargo Securities, LLC and Jefferies LLC.


 


“Environment” means
indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata or sediment, and natural
resources such as wetlands, flora and fauna or as otherwise defined in any Environmental Law.


 


“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations,
allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the
ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any
way to any (a) actual or alleged noncompliance with or liability under any Environmental Law including any failure to obtain,
maintain or comply with any permit issued, or any approval given, under any such Environmental Law, (b) the generation, use handling,
transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened
Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.


 




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“Environmental Laws”
means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations,
permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of
the Environment or the protection of human health and safety, including requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or
remediation of Hazardous Materials.


 


“Equity Interests” means
(a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest
or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.


 


“Equity Issuance” means
(a) any issuance by Holdings of shares of its Equity Interests to any Person that is not a Credit Party (or to Parent) (including
in connection with the exercise of options or warrants or the conversion of any debt securities to equity) and (b) any capital
contribution from any Person that is not an NATC Party into any NATC Party or any Subsidiary thereof. The term “Equity Issuance”
shall not include (A) any Asset Disposition or (B) any Debt Issuance.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, and the rules and regulations thereunder.


 


“ERISA Affiliate” means
any Person who together with any NATC Party or any of its Subsidiaries is treated as a single employer within the meaning of Section
414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.


 


“Eurodollar Reserve Percentage”
means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves)
in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System
in New York City.


 


“Event of Default” means
any of the events specified in Section 8.1; provided that any requirement for passage of time, giving of notice,
or any other condition, has been satisfied.


 


“Excess Cash Flow” means,
for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any Fiscal Year, an amount (if positive)
equal to:


 


(a)           the
sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) the amount of all non-cash charges to the
extent deducted in determining Consolidated Net Income for such Fiscal Year (excluding any such non-cash charge to the extent
it represents an accrual or reserve for potential cash charges in any future period (as long as the cash charge, when taken in
a future period, would not decrease Consolidated Net Income in such period) or amortization of a prepaid cash charge that was
paid in a prior period) and (iii) decreases in Working Capital from the beginning to the end of such Fiscal Year, minus


 




    	12



    	 



    

 


(b)           the
sum, without duplication, of (i) the aggregate amount of cash actually paid by the Borrower and its Subsidiaries during such Fiscal
Year on account of (A) Capital Expenditures and Permitted Acquisitions (other than any amounts that were committed during a prior
Fiscal Year to the extent such amounts reduced Excess Cash Flow in such prior Fiscal Year pursuant to clause (ii) below),
(B) Consolidated Interest Expense and (C) income taxes made during such Fiscal Year (in each case under this clause (i)
other than to the extent any such Capital Expenditure, Permitted Acquisition, Consolidated Interest Expense or income tax (x)
is made or is expected to be made with the proceeds of Indebtedness, any Equity Issuance, casualty insurance proceeds or condemnation
proceeds or (y) was already deducted from gross income in determining Consolidated Net Income), (ii) the aggregate amount of cash
committed (the “Committed Amount”) during such Fiscal Year to be used to make Capital Expenditures or Permitted
Acquisitions which in either case have been actually made or consummated or for which a binding agreement that will require the
expenditure of such cash within six (6) months of the end of such Fiscal Year exists as of the time of determination of Excess
Cash Flow for such Fiscal Year; provided that to the extent the aggregate amount of cash actually utilized to make or consummate
Capital Expenditures or Permitted Acquisitions within such six (6) month period is less than the Committed Amount, the amount
of such shortfall shall be added to the calculation of Excess Cash Flow at the end of the subsequent Fiscal Year, (iii) the aggregate
amount of all regularly scheduled principal payments or repayments of Loans (other than mandatory prepayments of Loans) made by
the Borrower and its Subsidiaries during such Fiscal Year, but only to the extent that such payments or repayments do not occur
in connection with a refinancing of all or a portion of such Indebtedness (whether with the proceeds of other Indebtedness, Equity
Issuances or otherwise), (iv) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated
Net Income for such Fiscal Year, (v) cash payments by the Borrower and its Subsidiaries during such Fiscal Year in respect of
long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness to the extent such payments are not expensed
during such Fiscal Year and are not deducted in calculating Consolidated Net Income and only to the extent that such payments
are not made with the proceeds of Indebtedness, Equity Issuances, casualty insurance proceeds or condemnation proceeds, (vi) increases
to Working Capital from the beginning to the end of such Fiscal Year, (vii) the aggregate amount of expenditures actually made
by the Borrower and its Subsidiaries in cash during such Fiscal Year to the extent not expensed during such Fiscal Year (other
than to the extent paid with the proceeds of Indebtedness, any Equity Issuance, casualty insurance proceeds or condemnation proceeds),
(viii) the amount of taxes paid in cash during such Fiscal Year to the extent they exceed the amount of tax expense deducted in
determining Consolidated Net Income for such Fiscal Year (other than to the extent paid with the proceeds of Indebtedness, any
Equity Issuance, casualty insurance proceeds or condemnation proceeds), (ix) the aggregate amount of Restricted Payments made
under Section 7.6(g), to the extent financed with internally generated cash, (x) the aggregate amount of Investments made
under Sections 7.3(f) and 7.3(i) to the extent financed with internally generated cash and (xi) the amount of all
non-cash gains to the extent included in determining Consolidated Net Income for such Fiscal Year.


 


“Exchange Act” means
the Securities Exchange Act of 1934.


 


“Excluded Taxes” means
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to
a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes (and
any Taxes similar to branch profits Taxes), in each case, (i) imposed as a result of such Recipient being organized under the
laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,
United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the
Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.12(b)) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 3.11, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section
3.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.


 




    	13



    	 



    

 


“Existing Credit Agreement”
means that certain Credit Agreement, dated as of July 15, 2013, among Parent, the Borrower, certain subsidiaries of the Borrower,
the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent.


 


“Existing Second Lien Notes”
means the Borrower’s 111⁄2% Second Lien Notes due 2016, issued pursuant to the Existing Second Lien Notes Indenture.


 


“Existing Second Lien Notes Indenture”
means the Indenture, dated as of July 28, 2011, among Parent, the Credit Parties and the Existing Second Lien Notes Trustee, as
in effect on the Closing Date.


 


“Existing Second Lien Notes Trustee”
means U.S. Bank National Association, in its capacity as trustee under the Existing Second Lien Notes Indenture.


 


“Existing Third Lien Notes”
means the Borrower’s 19% Third Lien Notes due 2017, issued pursuant to the Existing Third Lien Notes Indenture.


 


“Existing Third Lien Notes Indenture”
means the Indenture, dated as of July 28, 2011, among Parent, the Credit Parties and the Existing Third Lien Notes Trustee, as
in effect on the Closing Date.


 


“Existing Third Lien Notes Trustee”
means U.S. Bank National Association, in its capacity as trustee under the Existing Third Lien Notes Indenture.


 


“Extended Loans” has
the meaning assigned thereto in Section 2.5(a).


 


“Extending Lender” has
the meaning assigned thereto in Section 2.5(b).


 


“Extension Amendment”
has the meaning assigned thereto in Section 2.5(c).


 


“Extension Election”
has the meaning assigned thereto in Section 2.5(b).


 


“Extension Request”
has the meaning assigned thereto in Section 2.5(a).


 


“Extension of Credit”
means the making of a Loan by a Lender.


 


“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental
agreements with respect thereto (and any foreign legislation implemented to give effect to such intergovernmental agreements)
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“FDIC” means the Federal
Deposit Insurance Corporation.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for
the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation
for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing
selected by the Administrative Agent.


 




    	14



    	 



    

 


“First Tier Foreign Subsidiary”
means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code
and the Equity Interests of which are owned directly by any NATC Party.


 


“Fiscal Year” means
the fiscal year of the Borrower and its Subsidiaries ending on December 31.


 


“Foreign Lender” means
a Lender that is not a U.S. Person.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


“Fund” means any Person
(other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United
States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental Approvals”
means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or
issued by, any Governmental Authorities.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank).


 


“Guarantee” of or by
any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuring in any other manner the
obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (whether in whole or in part).


 


“Guarantors” means,
collectively, Parent, Holdings and the Subsidiary Guarantors.


 




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“Guaranty
and Security Agreement” means the first lien term loan guaranty and security agreement of even date herewith executed
by the NATC Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, substantially in the form of
Exhibit I.


 


“Hazardous
Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances,
pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the
environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation
under any Environmental Law or common law, (d) the disposal of which requires a permit or license under any Environmental Law
or other Governmental Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which
pose a health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated
biphenyls, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.


 


“Hedge
Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement.


 


“Hedge
Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any
legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Hedge Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Holdings”
means NATC Holding Company, Inc., a Delaware corporation.


 


“Immaterial Subsidiary” means, as of any date of
determination, any Subsidiary designated as an Immaterial Subsidiary by the Borrower but only if and for so long as (i) the total
assets of such Subsidiary, when taken together with the total assets of all other Subsidiaries so designated as Immaterial Subsidiaries,
in each case, measured as of the last day of the four (4) quarter period most recently ended for which financial statements have
been delivered pursuant to Section 6.1, equal or are less than one percent (1.0%) of the total assets of the Borrower and
its Subsidiaries on a Consolidated basis, (ii) the total revenue of such Subsidiary, when taken together with the total revenue
of all other Subsidiaries so designated as Immaterial Subsidiaries, in each case, measured as of the last day of the four (4)
quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1, equal or
are less than one percent (1.0%) of total revenues of the Borrower and its Subsidiaries on a Consolidated basis and (iii) such
Subsidiary does not own any Equity Interests in any Credit Party; provided that no Credit Party will be considered an Immaterial
Subsidiary.


 




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“Increased
Amount Date” has the meaning assigned thereto in Section 3.14(a). 


 


“Incremental
Amendment” means an amendment agreement in form and substance reasonably satisfactory to the Administrative Agent and
the Borrower delivered in connection with Section 3.14. “Incremental Lender” has the meaning assigned thereto in Section
3.14(a).


 


“Incremental
Loan Commitment” has the meaning assigned thereto in Section 3.14(a).


 


“Incremental
Loan” has the meaning assigned thereto in Section 3.14(a).


 


“Indebtedness”
means, with respect to any Person at any date and without duplication, the sum of the following:


 


           (a)     all
liabilities, obligations and indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other
similar instruments of any such Person;


 


           (b)     all
obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out
or similar agreements that appear in the liabilities section of the balance sheet of such Person), except trade payables or accrued
expenses arising in the ordinary course of business not more than one hundred eighty (180) days past due, or that are currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been
provided for on the books of such Person;


 


           (c)     the
Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless
of whether accounted for as indebtedness under GAAP);


 


           (d)     all
obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person
to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business);


 


           (e)     all Indebtedness of any other Person secured by a Lien on any asset
owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements
except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by
such Person or is limited in recourse;


 


           (f)     all
obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn,
including any reimbursement obligation, and banker’s acceptances issued for the account of any such Person;


 


           (g)     all
obligations of any such Person in respect of Disqualified Equity Interests;


 


           (h)     all
net obligations of such Person under any Hedge Agreements; and


 


           (i)     all
Guarantees of any such Person with respect to any of the foregoing.


 






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For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a
joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. For the avoidance of
doubt, Indebtedness shall not include indemnification or expense reimbursement obligations, or interest or fees paid or payable
in respect of any obligations constituting Indebtedness; provided that any obligations or extensions of credit that finance
the payment of such indemnification, reimbursement, interest and fee payment obligations shall constitute Indebtedness to the
extent constituting obligations of the type set forth in clauses (a) through (i) above.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a),
Other Taxes.


 


“Indemnitee”
has the meaning assigned thereto in Section 10.3(b).


 


“Initial
Loan” means the term loan made, or to be made, to the Borrower by the Lenders pursuant to Section 2.1.


 


“Insurance
and Condemnation Event” means the receipt by any NATC Party or any of its Subsidiaries of any cash insurance proceeds
or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to
any of their respective Property.


 


“Intercreditor
Agreements” means the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Pari Passu Intercreditor
Agreement (if any).


 


“Interest
Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted
to or continued as a LIBOR Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months or, if agreed by all
of the relevant Lenders twelve (12) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or
Notice of Conversion/Continuation and subject to availability; provided that:


 


           (a)     the
Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately
successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest
Period expires;


 


           (b)     if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire
on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the immediately preceding Business Day;


 


           (c)     any
Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business
Day of the relevant calendar month at the end of such Interest Period;


 


           (d)     no
Interest Period for any Loan shall extend beyond the applicable Maturity Date for any Class of which such Loan is a part and Interest
Periods shall be selected by the Borrower so as to permit the Borrower to make the quarterly principal installment payments pursuant
to Section 2.3 without payment of any amounts pursuant to Section 3.9; and


 



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           (e)     there
shall be no more than five (5) Interest Periods in effect at any time.


 


“IRS”
means the United States Internal Revenue Service.


 


“Lender”
means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party
to this Agreement as a Lender pursuant to an Assignment and Assumption or an Affiliated Lender Assignment and Assumption or pursuant
to Section 3.14, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption
or an Affiliated Lender Assignment and Assumption, in each case, to the extent such Person has a Commitment and/or outstanding
Loan.


 


“Lending
Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.


 


“LIBOR”
means,


 


(a)     for
any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page
(or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day
of the applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable
successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the
rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative
Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest
Period for a period equal to such Interest Period, and


 


(b)     for
any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest
rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London
time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If,
for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR”
for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at
which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at
approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of
determination. 


 


Each
calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.


 


Notwithstanding
the foregoing, in no event shall LIBOR be less than 1.25%.


 


“LIBOR
Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula:




	 	 	 	 	 
	 	LIBOR Rate =	 	LIBOR	 
	 	 	 	1.00 - Eurodollar Reserve Percentage	 
	 	 	 	 	 


 


 




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“LIBOR
Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 3.1(a).


 


“Lien”
means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or
encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject
to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
Capital Lease Obligation or other title retention agreement relating to such asset.


 


“Liquidity”
means the sum, without duplication, of (i) Unrestricted Cash and Cash Equivalents of the NATC Parties on deposit in, or credited
to, Deposit Accounts or Securities Accounts, or any combination thereof that are subject to Control Agreements and are maintained
by a branch office of the bank or securities intermediary located within the United States and (ii) amounts available to be borrowed
under any revolving credit facility of the Borrower, which with respect to the ABL Credit Agreement will be the Excess Availability
(as defined therein) thereunder.


 


“Loan
Documents” means, collectively, this Agreement, each Note, the Security Documents, the Parent Guaranty, the Engagement
Letter, the Administrative Agent Fee Letter, the Intercreditor Agreements, and each other document, instrument, certificate and
agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the
Administrative Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby.


 


“Loans”
means the Initial Loans and, if applicable, the Incremental Loans, Extended Loans and Refinancing Loans and “Loan”
means any of such Loans.


 


“London
Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank
Eurodollar market.


 


“Management
Group” means one or more of the following: Thomas F. Helms, Jr., Standard General LP and its Affiliates (other than
Holdings and its Subsidiaries) and the other members of the senior management of Holdings on the Closing Date.


 


“Material
Adverse Effect” means, with respect to Holdings and its Subsidiaries and, solely with respect to clause (c),
Parent, (a) a material adverse effect on the business, operations, financial condition, Property or liabilities (actual or contingent)
of such Persons, taken as a whole, (b) a material impairment of the ability of the Borrower to perform its obligations under the
Loan Documents to which it is a party, (c) a material impairment of the ability of the Credit Parties other than the Borrower
(taken as a whole) to perform their respective obligations under the Loan Documents to which they are a party or (d) a material
adverse effect on the validity, priority or perfection of any Lien granted pursuant to the Security Documents which, individually
or collectively, affects a significant portion of the Collateral. As used herein, the term “significant portion” means
Collateral with a value equal to or greater than two and one-half percent (2.5%) of the total value of the Collateral or which
is otherwise material to the operation of the business of Holdings and its Subsidiaries.


 


“Material
Contract” means (a) the Bollore Distribution Agreements, (b) the ABL Credit Agreement, (c) the Second Lien Term Loan
Documents, (d) the Parent PIK Toggle Agreement, (e) any contract or agreement, written or oral, of any NATC Party or any of its
Subsidiaries involving monetary liability of or to any such Person in an amount in excess of $10,000,000 per annum or (f) any
other contract or agreement, written or oral, of any NATC Party or any of its Subsidiaries, the breach, non-performance, cancellation
or failure to renew of which could reasonably be expected to have a Material Adverse Effect.


 



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“Material
Non-Public Information” means information which is (a) not publicly available, (b) material with respect to Holdings
and its Subsidiaries or their respective securities for purposes of United States federal and state securities laws and (c) not
of a type that would be publicly disclosed in connection with any issuance by Holdings or any of its Subsidiaries of debt or equity
securities issued pursuant to a public offering, a Rule 144A offering or other private placement where assisted by a placement
agent.


 


“Material
Subsidiary” means any Subsidiary of Holdings other than an Immaterial Subsidiary.


 


“Maturity
Date” means (a) with respect to the Initial Loans, the sixth (6th) anniversary of the Closing Date, (b) with
respect to any Incremental Loans, the final maturity date as specified in the applicable Incremental Amendment, (c) with respect
to any Extended Loans, the final maturity date as specified in the applicable Extension Amendment and (d) with respect to any
Refinancing Loans, the final maturity date as specified in the applicable Refinancing Amendment; provided that, in each
case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgages”
means the collective reference to each mortgage, deed of trust or other real property security document encumbering any real property
now or hereafter owned by any NATC Party, in each case, in form and substance reasonably satisfactory to the Administrative Agent
and executed by such Credit Party in favor of the Administrative Agent, for the benefit of the Secured Parties, as any such document
may be amended, restated, supplemented or otherwise modified from time to time.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any NATC Party or
any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within
the preceding seven (7) years.


 


“NAOC”
means North Atlantic Operating Company, Inc., a Delaware corporation.


 


“NATC
Parties” means the Credit Parties (other than Parent).


 


“Net
Cash Proceeds” means, as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event,
the gross cash proceeds received by any NATC Party or any of its Subsidiaries therefrom (including any cash, Cash Equivalents,
deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received) less the sum
of (i) in the case of an Asset Disposition, all income taxes and other taxes assessed by, or reasonably estimated to be payable
to, a Governmental Authority by such Credit Party or Subsidiary as a result of such transaction (provided that, if such
estimated taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Disposition, the amount
of such excess shall constitute Net Cash Proceeds), (ii) all out-of-pocket fees and expenses incurred in connection with such
transaction or event and (iii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on
the asset (or a portion thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction
or event, and (b) with respect to any Debt Issuance, the gross cash proceeds received by any NATC Party or any of its Subsidiaries
therefrom less all out-of-pocket legal, under writing and other fees and expenses incurred in connection therewith.


 



    	21



    	 



    


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (i)
requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.2 and (ii) has
been approved by the Required Lenders.


 


“Non-Extended
Loans” has the meaning assigned thereto in Section 2.5(a).


 


“Non-Guarantor
Subsidiary” means any Subsidiary of Holdings (other than the Borrower) that is not a Subsidiary Guarantor.


 


“Non-Recourse
Debt” shall mean Indebtedness:


 


           (1)     as
to which neither Parent, Holdings nor any Subsidiary thereof (a) provides any guarantee or credit support of any kind (including
any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly
liable (as a guarantor, general partner or otherwise);


 


           (2)     no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of Parent, Holdings or any
of its Subsidiaries to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and


 


           (3)     as
to which the express terms provide that there is no recourse against any of the property or assets of Parent, Holdings or any
of its Subsidiaries.


 


“Non-Refinanced
Loans” has the meaning assigned thereto in Section 2.6(a).


 


“Notes”
means a promissory note made by the Borrower in favor of a Lender evidencing the portion of the Loans made by such Lender, substantially
in the form of Exhibit A, and any substitutes therefor, and any replacements, restatements, renewals or extension
thereof, in whole or in part.


 


“Notice
of Account Designation” means a written notice substantially in the form of Exhibit C.


 


“Notice
of Borrowing” means a written notice of a requested Borrowing substantially in the form of Exhibit B.


 


“Notice
of Conversion/Continuation” means a written notice of a requested conversion or continuation of Loans substantially
in the form of Exhibit E.


 


“Notice
of Prepayment” means a written notice of a prepayment of Loans substantially in the form of Exhibit D.


 


“Obligations”
means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing
after the filing of any bankruptcy or similar petition) the Loans and (b) all other fees and commissions (including attorneys’
fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit
Parties and each of their respective Subsidiaries to the Lenders, the Administrative Agent or any Indemnitee, in each case under
any Loan Document, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual
or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue
after the commencement by or against any Credit Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 



    	22



    	 



    


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Offer
Loans” has the meaning assigned thereto in Section 10.9(f).


 


“Officer’s
Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower substantially
in the form of Exhibit F.


 


“Operating
Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal
or mixed) by such Person as lessee which is not a Capital Lease Obligation.


 


“Original
Loans” has the meaning assigned thereto in Section 2.5(a).


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.12(b)).


 


“Parent”
means North Atlantic Holding Company, Inc., a Delaware corporation.


 


“Parent
Guaranty” means the term loan guaranty agreement of even date herewith executed by Parent in favor of the Administrative
Agent, for the benefit of the Secured Parties, substantially in the form of Exhibit K.


 


“Parent
PIK Toggle Agreement” means that certain Parent PIK Toggle Note dated as of the date hereof by Parent and accepted by
Standard General Master Fund, L.P.


 


“Parent
PIK Toggle Facility” means the PIK toggle facility in an aggregate principal amount of $45,000,000 as of the Closing
Date established pursuant to the Parent PIK Toggle Agreement.


 


“Pari
Passu Intercreditor Agreement” means a pari passu intercreditor agreement substantially in the form of Exhibit
J.


 


“Participant”
has the meaning assigned thereto in Section 10.9(d).


 


“Participant
Register” has the meaning assigned thereto in Section 10.9(d).


 


“PATRIOT
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor agency.


 



    	23



    	 



    


 


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title
IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any NATC Party
or any ERISA Affiliate or (b) has at any time within the preceding seven (7) years been maintained, funded or administered for
the employees of any NATC Party or any current or former ERISA Affiliates.


 


“Permitted
Acquisition” means any acquisition by the Borrower or any Subsidiary Guarantor in the form of the acquisition of (a)
all or substantially all of the assets, business or a line of business of any other Person or (b) an Acquired Entity; provided,
that such acquisition meets all of the following requirements:


 


(a)     the
Person or business to be acquired shall be in a line of business permitted pursuant to Section 7.11;


 


(b)     no
later than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion)
prior to the proposed closing date of such acquisition, the Borrower shall have delivered to the Administrative Agent an officer’s
certificate signed by the chief financial officer or treasurer of the Borrower demonstrating, in form and substance reasonably
satisfactory to the Administrative Agent, that the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (as of the
proposed closing date of the acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith)
shall be no greater than 5.00 to 1.00;


 


(c)     no
Default or Event of Default shall have occurred and be continuing both before and after giving effect to such acquisition and
any Indebtedness incurred in connection therewith;


 


(d)     after giving effect to the acquisition, the Borrower shall have at
least $10,000,000 of Liquidity; and


 


(e)     the
Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that all of the requirements
set forth above have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.


 


“Permitted
Liens” means the Liens permitted pursuant to Section 7.2.


 


“Permitted
Prior Liens” means (x) with respect to pledged Equity Interests, Liens permitted pursuant to Section 7.2(j)(x)
and (y) with respect to other assets, Liens permitted pursuant to Section 7.2(b), (c), (d), (e), (f),
(g), (h), (i)(y), (j), (k), (l), (m), (n) and, to the extent set forth
in the ABL Intercreditor Agreement, (p).


 


“Permitted
Protest” means the right of Holdings or any of its Subsidiaries to protest (administratively, judicially or otherwise)
any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of
a United States federal tax lien) or rental payment; provided that (a) a reserve with respect to such obligation is established
on Holdings’ or its Subsidiaries’ books and records in such amount as is required under GAAP and (b) any such protest
is instituted promptly and prosecuted diligently by Holdings or its Subsidiary, as applicable, in good faith.


 


    	24



    	 



    

 


“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, restructuring, replacement
or extension of any Indebtedness (such modified, refinanced, refunded, renewed, restructured, replaced or extended Indebtedness,
the “Refinanced Indebtedness”) of such Person; provided that (a) the principal amount (or accreted value,
if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness
except by an amount (the “Additional Principal Amount”) equal to unpaid accrued interest and premium thereon
plus other amounts owing or unpaid related to such Refinanced Indebtedness, and fees and expenses incurred in connection
with such modification, refinancing, refunding, renewal, restructuring, replacement or extension and by an amount equal to any
existing commitments unutilized thereunder (provided that (x) in the case of a single Permitted Refinancing of the Loans
pursuant to Section 7.1(n), the principal amount thereof may exceed the sum of the principal amount of such Refinanced
Indebtedness and the Additional Principal Amount by an amount not to exceed $15,000,000 so long as the aggregate principal amount
of Indebtedness incurred pursuant to Section 7.1(n) after giving effect to such Permitted Refinancing does not exceed the
sum of $165,000,000 and the Additional Principal Amount at any time outstanding, (y) in the case of a single Permitted Refinancing
of Indebtedness under the Second Lien Term Loan Facility pursuant to Section 7.1(m)(ii), the principal amount thereof may
exceed the sum of the principal amount of such Refinanced Indebtedness and the Additional Principal Amount so long as the aggregate
principal amount of Indebtedness incurred pursuant to Section 7.1(m) after giving effect to such Permitted Refinancing
does not exceed the sum of the Additional Principal Amount and (a) $80,000,000 at any time outstanding if the Consolidated Total
Leverage Ratio calculated on a Pro Forma Basis is greater than 4.50 to 1.00 or (b) $95,000,000 at any time outstanding if the
Consolidated Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.50 to 1.00, in each case after giving
effect to such incurrence and (z) in the case of any Permitted Refinancing of Indebtedness under the ABL Loan Documents (or any
Permitted Refinancing thereof) pursuant to Section 7.1(l)(i), the principal and/or committed amount thereof may exceed
the principal and/or committed amount of such Refinanced Indebtedness so long as the sum of the aggregate principal amount of
Indebtedness and any undrawn commitments incurred pursuant to Section 7.1(l) after giving effect to such Permitted Refinancing
does not exceed $55,000,000 at any time outstanding), (b) the final maturity date and weighted average life thereof shall not
be prior to or shorter than that applicable to the Refinanced Indebtedness, (c) at the time of incurrence thereof and after giving
effect thereto, no Default or Event of Default shall have occurred and be continuing, (d) if such Refinanced Indebtedness is subordinated
in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated
in right of payment to the Obligations on terms no less favorable to the Lenders than those contained in the documentation governing
the Refinanced Indebtedness or otherwise reasonably acceptable to the Administrative Agent, (e) if such Refinanced Indebtedness
is unsecured, such modification, refinancing, refunding, renewal, replacement or extension shall be unsecured, (f) if such Refinanced
Indebtedness is secured, (i) such modification, refinancing, refunding, renewal, replacement or extension shall be secured by
substantially the same or less Collateral as secured such Refinanced Indebtedness on terms no less favorable to the Administrative
Agent or the Secured Parties and (ii) the Liens to secure such modification, refinancing, refunding, renewal, replacement or extension
shall not have a priority more senior than the Liens securing such Refinanced Indebtedness and, if subordinated to any other Liens
on such Property, shall be subordinated to the Liens in favor of the Administrative Agent for the benefit of the Secured Parties
on terms no less favorable to the Administrative Agent or the Secured Parties than those contained in the documentation governing
the Refinanced Indebtedness and (g) (i) there shall be no obligor in respect of such modification, refinancing, refunding, renewal,
replacement or extension that is not a Credit Party, (ii) if the Borrower is the primary obligor of the Refinanced Indebtedness,
no Credit Party other than the Borrower shall be the primary obligor thereof and (iii) if Holdings is the primary obligor of the
Refinanced Indebtedness, no Credit Party other than Holdings shall be the primary obligor thereof.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Platform”
has the meaning assigned thereto in Section 6.2.


 


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“Prime
Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change
in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its
prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.


 


“Pro
Forma Basis” means, for purposes of calculating Consolidated EBITDA for any period during which one or more Specified
Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the
applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement and:


 


(a)     all
income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition
shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired
in a Permitted Acquisition shall be included (provided that such income statement items to be included are reflected in
financial statements or other financial data based upon reasonable assumptions and calculations which are expected to have a continuous
impact); and


 


(b)     non-recurring
costs, extraordinary expenses and other pro forma adjustments attributable to such Specified Transaction (including
cost savings or other operating improvements and acquisition synergies) may be included to the extent that such costs, expenses
or adjustments:


 


(i)     are
reasonably expected to be realized within twelve (12) months of such Specified Transaction as set forth in reasonable detail on
a certificate of a Responsible Officer of Holdings delivered to the Administrative Agent;


 


(ii)     are,
in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the
Borrower and its Subsidiaries; and 


 


(iii)     when
combined with all amounts added back to Consolidated EBITDA pursuant to clause (vi) of the definition thereof, represent
less than five percent (5%) of Consolidated EBITDA (determined without giving effect to this clause (b) or such clause
(vi));


 


provided
that the foregoing costs, expenses and adjustments shall be without duplication of any costs, expenses or adjustments
that are already included in the calculation of Consolidated EBITDA or clause (a) above.


 


“Property”
means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including Equity Interests.


 


“Public
Lenders” has the meaning assigned thereto in Section 6.2.


 


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender, as applicable.


 


“Refinanced
Indebtedness” has the meaning assigned thereto in the definition of Permitted Refinancing.


 


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“Refinancing”
means (i) the payment in full and discharge of all Indebtedness and other obligations (other than contingent indemnification obligations
not then due) outstanding under the Existing Credit Agreement, the termination of the commitments thereunder and the release of
all guarantees therefor and security therefor, (ii) the consummation of the early settlement of the tender offers, (iii) the satisfaction
and discharge of all outstanding Existing Second Lien Notes and the release of all guarantees therefor and security therefor to
the extent any Existing Second Lien Notes remain outstanding after the earlier of the early settlement of the tender offers and
the final settlement of the tender offers, (iv) the satisfaction and discharge of all outstanding Existing Third Lien Notes and
the release of all guarantees therefor and security therefor to the extent any Existing Third Lien Notes remain outstanding after
the earlier of the early settlement of the tender offers and the final settlement of the tender offers and (v) the payment of
fees and expenses incurred in connection therewith.


 


“Refinancing
Amendment” has the meaning assigned thereto in Section 2.6(c).


 


“Refinancing
Effective Date” has the meaning assigned thereto in Section 2.6(a).


 


“Refinancing
Lender” has the meaning assigned thereto in Section 2.6(b).


 


“Refinancing
Loans” has the meaning assigned thereto in Section 2.6(a).


 


“Register”
has the meaning assigned thereto in Section 10.9(c).


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Release”
means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing or migrating in, into, onto or through the Environment or from or through any facility, property
or equipment.


 


“Relevant
Percentage” means, with respect to any Lender at any time, the percentage of the total outstanding principal balance
of the Loans represented by the outstanding principal balance of such Lender’s Loans.


 


“Repricing
Transaction” means (a) any prepayment or repayment of the Loans with the proceeds of, or any conversion of the Loans
into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking
into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but
excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared
with all lenders or holders of such new or replacement loans or other Indebtedness) less than the “effective yield”
applicable to the Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent
with generally accepted financial practices) and (b) any amendment to the pricing terms of the Loans which reduces the “effective
yield” applicable to the Loans.


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50)% of the
Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining
Required Lenders at any time.


 


“Responsible
Officer” means, as to any Person, the chief executive officer, president, chief operating officer, chief financial officer,
vice president – finance, controller, treasurer or assistant treasurer of such Person or any other officer of such Person
designated in writing by the Borrower and reasonably acceptable to the Administrative Agent. Any document delivered hereunder
or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Person.


 


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“Restricted
Payment” has the meaning assigned thereto in Section 7.6.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Sanctioned
Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time.


 


“Sanctioned
Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained
by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published
from time to time, (b) a Person named on the lists maintained by the United Nations Security Council available at http://www.un.org/sc/committees/list_compend.shtml,
or as otherwise published from time to time, (c) a Person named on the lists maintained by the European Union available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm,
or as otherwise published from time to time, (d) a Person named on the lists maintained by Her Majesty’s Treasury available
at http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, or as otherwise published from time to time, or (e) (i) an agency
of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident
in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.


 


“Second
Lien Intercreditor Agreement” means that certain Second Lien Intercreditor Agreement dated as of the date hereof by
and among each Credit Party, Wells Fargo Bank, National Association, as Initial First Lien Term Loan Facility Agent, and Wells
Fargo Bank, National Association, as Initial Second Lien Term Loan Facility Agent.


 


“Second
Lien Term Loan Administrative Agent” means Wells Fargo Bank, National Association, in its capacity as administrative
agent and collateral agent under the Second Lien Term Loan Credit Agreement and the Second Lien Term Loan Documents, or any successor
administrative agent and collateral agent under the Second Lien Term Loan Documents.


 


“Second
Lien Term Loan Credit Agreement” means that certain Second Lien Term Loan Credit Agreement dated as of the date hereof
by and among NATC Holding Company, Inc., as holdings, North Atlantic Trading Company, Inc., as borrower, the lenders party thereto
and Wells Fargo Bank, National Association, as Second Lien Term Loan Administrative Agent.


 


“Second
Lien Term Loan Documents” means the Second Lien Term Loan Credit Agreement, the ABL Intercreditor Agreement, the Second
Lien Intercreditor Agreement and the other “Loan Documents” as defined in the Second Lien Term Loan Credit Agreement
(as in effect on the date hereof and as amended, restated, amended and restated, supplemented or otherwise modified from time
to time in accordance therewith, herewith and with the ABL Intercreditor Agreement and the Second Lien Intercreditor Agreement).


 


“Second
Lien Term Loan Facility” means the second lien term loan facility established pursuant to the Second Lien Term Loan
Credit Agreement.


 

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“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from
time to time pursuant to Section 9.5, any other holder from time to time of any Obligations and, in each case, their respective
successors and permitted assigns.


 


“Securities
Account” means a securities account (as that term is defined in the UCC).


 


“Security
Documents” means the collective reference to the Guaranty and Security Agreement, the Mortgages and each other agreement
or writing pursuant to which any NATC Party pledges, grants or perfects a security interest in any Property or assets securing
the Obligations.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the property and assets of such Person is greater than the total amount of liabilities, including contingent liabilities,
of such Person, (b) the present fair salable value of the property and assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts
and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is
able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.
The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Specified
Disposition” means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of
Holdings or any division, business unit, product line or line of business.


 


“Specified
Transactions” means (a) any Specified Disposition and (b) any Permitted Acquisition.


 


“Standard
General” means Standard General LP and/or its Affiliates (other than Holdings and its Subsidiaries), as applicable.


 


“Subordinated
Indebtedness” means the collective reference to any Indebtedness incurred by Holdings or any of its Subsidiaries that
is subordinated in right and time of payment to the Obligations on terms and conditions substantially as set forth in Exhibit L
hereto.


 


“Subsidiary”
means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent
(50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the Board of Directors (or equivalent
governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned
by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of
whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company
or other entity shall have or might have voting power by reason of the happening of any contingency); provided that, notwithstanding
the foregoing (except for purposes of the definition of Unrestricted Subsidiary contained herein), no Unrestricted Subsidiary shall
be deemed to be a Subsidiary of Holdings, the Borrower or any of their respective other Subsidiaries for purposes of this Agreement
and the other Loan Documents. Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries”
herein shall refer to those of Holdings.


 




    	29



    	 



    


 


“Subsidiary
Guarantors” means, collectively, all direct and indirect Subsidiaries of Holdings (other than the Borrower and any Foreign
Subsidiary to the extent that and for so long as the guaranty by (or pledge of any assets or Equity Interests (other than up to
sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a
First Tier Foreign Subsidiary) of) such Foreign Subsidiary would have a material adverse tax consequence for the Borrower or result
in a violation of Applicable Laws) in existence on the Closing Date or which become a party to the Guaranty and Security Agreement
pursuant to Section 6.14.


 


“Synthetic
Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating
Lease in accordance with GAAP.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable
thereto.


 


“Term Facility”
means the term loan facility established pursuant to Article II (including any new term loan facility established pursuant
to Section 2.5 or Section 2.6).


 


“Term Loan
Priority Collateral” has the meaning assigned thereto in the ABL Intercreditor Agreement.


 


“Termination
Event” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably
be expected to result in liability of any NATC Party in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable
Event” described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC,
or (b) the withdrawal of any NATC Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan
or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient
to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to,
any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA
for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant
to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is
considered an at-risk plan or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or
Sections 303, 304 or 305 of ERISA, or (h) the partial or complete withdrawal of any NATC Party or any ERISA Affiliate from a Multiemployer
Plan if withdrawal liability could be asserted by such plan, or (i) any event or condition which results in the reorganization
or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (j) any event or condition which results in the
termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer
Plan under Section 4042 of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon any NATC Party or any ERISA Affiliate.


 


“Threshold
Amount” means $15,000,000.


 


“Tobacco Laws”
means all statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals and interpretations that are administered
or enforced by the TTB or any other Governmental Authority that administers or enforces the importation, exportation, manufacture,
sale or distribution of green or processed tobacco, tobacco products, cigarette papers and tubes or electronic cigarettes.


 




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“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments and outstanding Loans of such Lender at such time.


 


“Transaction
Costs” means all transaction fees, charges, premiums, expenses, tender and consent fees and premiums and other amounts
related to the Transactions and any Permitted Acquisitions (including any financing fees, merger and acquisition fees, call premiums,
legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), in each case to the extent
paid within three (3) months of the closing of the Term Facility or such Permitted Acquisition, as applicable.


 


“Transactions”
means, collectively, (a) the Refinancing, (b) the initial Extensions of Credit on the Closing Date and (c) the payment of the Transaction
Costs incurred in connection with the foregoing.


 


“TTB”
means the Alcohol and Tobacco Tax and Trade Bureau, United States Department of the Treasury.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“United States”
means the United States of America.


 


“Unrestricted
Cash” means, as of any date of determination, the aggregate amount of cash and Cash Equivalents of Holdings or any of
its Subsidiaries properly classified as “unrestricted cash” for purposes of GAAP as at such date and excluding (x)
cash and Cash Equivalents held by any such Person to the extent that the payment or distribution by such Person of such cash or
Cash Equivalents to the Borrower is not permitted by the terms of such Person’s articles of incorporation (or corporate charter
or other similar organizational documents) or bylaws (or other similar documents) or any agreement, instrument or Applicable Law
and (y) cash and Cash Equivalents of such Person that are subject to any Lien in favor of any Person other than (i) the Administrative
Agent for the benefit of the Secured Parties, (ii) the ABL Administrative Agent for the benefit of the secured parties under the
ABL Facility or (iii) the Second Lien Term Loan Administrative Agent for the benefit of the secured parties under the Second Lien
Term Loan Facility.


 


“Unrestricted
Subsidiary” shall mean any newly formed or existing Subsidiary of Holdings (other than the Borrower) that is
designated by the Borrower after the Closing Date as an Unrestricted Subsidiary hereunder by written notice to the
Administrative Agent and shall include any Subsidiary of such Unrestricted Subsidiary; provided that the Borrower
shall only be permitted to designate a Subsidiary as an Unrestricted Subsidiary so long as (a) no Default or Event of Default
then exists or would result therefrom, (b) such Unrestricted Subsidiary does not own any Equity Interests in, or have any
Lien on any property of, Parent, Holdings or any Subsidiary of Parent or Holdings other than a Subsidiary of the Unrestricted
Subsidiary, (c) any Indebtedness and other obligations of such Unrestricted Subsidiary constitute Non-Recourse Debt, (d) such
Subsidiary is not party to any agreement, contract, arrangement or understanding with Parent. Holdings or any Subsidiary of
Parent or Holdings (other than an Unrestricted Subsidiary) unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Parent, Holdings or such Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of Parent or Holdings, (e) such Subsidiary is a Person with respect to which neither Parent,
Holdings nor any of their respective Subsidiaries (other than an Unrestricted Subsidiary) has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial
condition or to cause such Person to achieve any specified levels of operating results, (f) such Subsidiary has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent, Holdings or any
Subsidiary of Parent or Holdings (other than an Unrestricted Subsidiary), (g) Holdings’ and its other
Subsidiaries’ (other than such Unrestricted Subsidiary and its Subsidiaries) aggregate Investments in all Unrestricted
Subsidiaries made after the Closing Date do not exceed that amount permitted by Section 7.3(j) at such time and (h) as
of any date of determination (i) the total assets of such Unrestricted Subsidiary, when taken together with the total assets
of all other Unrestricted Subsidiaries so designated as Unrestricted Subsidiaries, in each case, measured as of the last day
of the four (4) quarter period most recently ended for which financial statements have been delivered pursuant to Section
6.1, equal or are less than $5,000,000 on a Consolidated basis and (ii) the total revenue of such Unrestricted
Subsidiary, when taken together with the total revenue of all other Unrestricted Subsidiaries so designated as Unrestricted
Subsidiaries, in each case, measured as of the last day of the four (4) quarter period most recently ended for which
financial statements have been delivered pursuant to Section 6.1, equal or are less than $5,000,000 on a Consolidated
basis. With respect to any Subsidiary that is not newly created when it is designated as an Unrestricted Subsidiary, the
Borrower will be deemed to have made an Investment pursuant to Section 7.3(j) in such Subsidiary on the date of such
designation in an amount equal to the fair market value of any assets owned by such Subsidiary on the date of such
designation.


 




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“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned thereto in Section 3.11(g).


 


“Wells Fargo”
means Wells Fargo Bank, National Association, a national banking association.


 


“Wholly-Owned”
means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or
controlled by Holdings and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other
shares required by Applicable Law to be owned by a Person other than Holdings and/or one or more of its Wholly-Owned Subsidiaries).


 


“Withholding
Agent” means any Credit Party and the Administrative Agent.


 


“Working Capital”
means, for the Borrower and its Subsidiaries on a Consolidated basis and calculated in accordance with GAAP, as of any date of
determination, the excess of (a) current assets (other than cash and cash equivalents and taxes and deferred taxes) over (b) current
liabilities, excluding, without duplication, (i) the current portion of any long-term Indebtedness, (ii) loans outstanding under
the ABL Facility, (iii) the current portion of current taxes and deferred income taxes and (iv) the current portion of accrued
Consolidated Interest Expense.


 


SECTION 1.2         Other
Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect
as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors
and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form and (j) in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and including;”
the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including”.


 




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SECTION 1.3            Accounting
Terms.


 


(a)      All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing
the audited financial statements required by Section 6.1(a), except as otherwise specifically prescribed herein;
provided that obligations relating to a lease that was accounted for by a Person as an operating lease as of the Closing
Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to
an operating lease and not as a Capital Lease Obligation. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its
Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the
effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)      If
at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document,
and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect
to such change in GAAP.


 


SECTION 1.4          UCC
Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise
indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of
any date of determination, to the UCC then in effect.


 


SECTION 1.5          Rounding.
Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component
by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.6          References
to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents,
governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and
(b) any definition or reference to any Applicable Law, including the Code, ERISA, the Exchange Act, the PATRIOT Act, the Securities
Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United
States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.


 




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SECTION 1.7           Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


SECTION 1.8          Guarantees.
Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed
and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee.


 


SECTION 1.9           Covenant
Compliance Generally. For purposes of determining compliance under Sections 7.1, 7.2, 7.3, 7.5
and 7.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used
in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered
pursuant to Section 6.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.1,
7.2 and 7.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach
of any basket contained in such Sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring
after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions
of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness
or Investment may be incurred at any time under such Sections.


 


ARTICLE II


 


TERM LOAN FACILITY


 


SECTION 2.1          Initial
Loan. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations
and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make the Initial Loan
to the Borrower on the Closing Date in a principal amount equal to such Lender’s Commitment as of the Closing Date. Notwithstanding
the foregoing, if the total Commitment as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically
be cancelled.


 


SECTION 2.2            Procedure
for Advance of Loans.


 


(a)      Initial
Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing
Date requesting that the Lenders make the Initial Loan as a Base Rate Loan on such date (provided that the Borrower may
request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Loan as a LIBOR Rate
Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative
Agent indemnifying the Lenders in the manner set forth in Section 3.9 of this Agreement). Upon receipt of such Notice of
Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the
Closing Date, each Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative
Agent’s Office in immediately available funds, the amount of such Initial Loan to be made by such Lender on the Closing Date.
The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Loan in immediately
available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.


 




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(b)     Incremental
Loans. Any Incremental Loans shall be borrowed pursuant to and in accordance with Section 3.14.


 


(c)     Refinancing
Loans. Any Refinancing Loans shall be borrowed pursuant to and in accordance with Section 2.6.


 


SECTION 2.3            Repayment
of Loans.


 


(a)      Initial
Loan. The Borrower shall repay the aggregate outstanding principal amount of the Initial Loan in consecutive quarterly installments
on the last Business Day of each March, June, September and December commencing March 31, 2014 as set forth below, except as the
amounts of individual installments may be adjusted pursuant to Sections 2.4, 2.5 and 2.6 hereof:




 


	Payment Date	Principal Installment
	 	($)
	March 2014	$412,500
	June 2014	$412,500
	September 2014	$412,500
	December 2014	$412,500
	March 2015	$412,500
	June 2015	$412,500
	September 2015	$412,500
	December 2015	$412,500
	March 2016	$412,500
	June 2016	$412,500
	September 2016	$412,500
	December 2016	$412,500
	March 2017	$412,500
	June 2017	$412,500
	September 2017	$412,500
	December 2017	$412,500
	March 2018	$412,500
	June 2018	$412,500
	September 2018	$412,500
	December 2018	$412,500
	March 2019	$412,500
	June 2019	$412,500
	September 2019	$412,500
	Maturity Date	
        $155,512,500 or the


        remaining unpaid



        amount of the Initial


        Loan

        



 

(b)      Incremental
Loans. The Borrower shall repay the aggregate outstanding principal amount of each Incremental Loan (if any) as determined
pursuant to, and in accordance with, Section 3.14 and the applicable Incremental Amendment.


 


(c)      Extended
Loans. The Borrower shall repay the aggregate outstanding principal amount of each Extended Loan (if any) as determined pursuant
to, and in accordance with, Section 2.5 and the applicable Extension Amendment.


 




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(d)      Refinancing
Loans. The Borrower shall repay the aggregate outstanding principal amount of each Refinancing Loan (if any) as determined
pursuant to, and in accordance with, Section 2.6 and the applicable Refinancing Amendment.


 


(e)      Repayment
at Maturity. If not sooner paid, the Loans of each Class, together with accrued interest thereon, shall be paid in full on
the Maturity Date in respect thereof.


 


SECTION 2.4            Prepayments
of Loans.


 


(a)      Optional
Prepayments. The Borrower shall have the right at any time and from time to time, without premium or penalty (other than any
premium payable pursuant to Section 2.4(c) below), to prepay the Loans, in whole or in part, upon delivery to the Administrative
Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least
three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is of
LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each, and
to which Class (or Classes) of Loans the repayment should be applied and if such repayment is to be applied to more than one Class
of Loans, the amount allocable to each. Each optional prepayment of the Loans hereunder (in amounts less than all of the outstanding
Loans) shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof
and shall be applied to the outstanding principal installments of the applicable Classes of Loans selected by the Borrower as
directed by the Borrower. Each repayment of LIBOR Rate Loans shall be accompanied by any amount required to be paid pursuant to
Section 3.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day.
The Administrative Agent shall promptly notify the applicable Lenders of each Notice of Prepayment. Notwithstanding the foregoing,
any Notice of Prepayment delivered in connection with any refinancing of all or a portion of the Term Facility with the proceeds
of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such incurrence
and may be revoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure
of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.9.


 


(b)      Mandatory
Prepayments.


 


(i)       Debt
and Equity Issuances. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause
(v) below (x) in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance, other
than any Debt Issuance permitted pursuant to Section 7.1 (other than Section 7.1(n)) and (y) in an amount equal to
one hundred percent (100%) of the aggregate proceeds of any Cure Amount. Such prepayments shall be made within three (3) Business
Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance or the proceeds of any such Cure Amount, as applicable.


 


(ii)
     Asset Dispositions. The Borrower shall make mandatory principal prepayments of the
Loans in the manner set forth in clause (v) below in amounts equal to one hundred percent (100%) of the aggregate Net
Cash Proceeds from any Asset Disposition (other than (x) any Asset Disposition permitted pursuant to, and in accordance with, clauses
(a) through (e) of Section 7.5 and (y) until the ABL Facility or any Permitted Refinancing thereof that is
bound by the ABL Intercreditor Agreement and constitutes “ABL Obligations” thereunder is no longer in effect, any
disposition of ABL Priority Collateral). Such prepayments shall be made within three (3) Business Days after the date of
receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Subsidiaries; provided
that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section
2.4(b)(ii) to the extent that such Net Cash Proceeds are reinvested in assets that constitute Term Loan Priority
Collateral (or other assets useful in such Credit Party’s or such Subsidiary’s business in an amount not to
exceed $10,000,000 in the aggregate) within twelve (12) months after receipt of such Net Cash Proceeds; provided, further,
that any portion of such Net Cash Proceeds not actually reinvested within such twelve (12) month period shall be prepaid in
accordance with this Section 2.4(b)(ii) on or before the last day of such twelve (12) month period.


 




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(iii)      Insurance
and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause
(v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation
Event (other than, until the ABL Facility or any Permitted Refinancing thereof that is bound by the ABL Intercreditor Agreement
and constitutes “ABL Obligations” thereunder is no longer in effect, any Insurance and Condemnation Event in respect
of ABL Priority Collateral) to the extent that the aggregate Net Cash Proceeds from all Insurance and Condemnation Events received
from the Closing Date through the applicable date of determination exceeds $5,000,000. Such prepayments shall be made within three
(3) Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party
or any of its Subsidiaries; provided that, so long as no Event of Default has occurred and is continuing, no prepayment
shall be required under this Section 2.4(b)(iii) to the extent that such Net Cash Proceeds are reinvested in assets that
constitute Term Loan Priority Collateral (or other assets useful in such Credit Party’s or such Subsidiary’s business
in an amount not to exceed $10,000,000 in the aggregate) within twelve (12) months after receipt of such Net Cash Proceeds; provided,
further, that any portion of such Net Cash Proceeds not actually reinvested within such twelve (12) month period shall be
prepaid in accordance with this Section 2.4(b)(iii) on or before the last day of such twelve (12) month period.


 


(iv)     Excess
Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2014), within five (5) Business
Days after the earlier to occur of (x) the delivery of the financial statements and related Officer’s Compliance Certificate
for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate
for such fiscal year are required to be delivered pursuant to Section 6.1(a) and Section 6.2(a), the Borrower shall
make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A)
the amount of Excess Cash Flow, if any, for such Fiscal Year multiplied by the percentage of Excess Cash Flow set forth
below based on the Consolidated Total Leverage Ratio at the end of such Fiscal Year minus (B) the aggregate amount of all
optional prepayments of any Loan during such Fiscal Year, solely to the extent that such optional prepayments are not funded with
the incurrence of any Indebtedness, any Equity Issuance, any casualty insurance proceeds, any condemnation proceeds or any other
proceeds that would not be included in Consolidated Net Income.


 


	Consolidated Total Leverage Ratio	Percentage of Excess Cash Flow
	Greater than 4.50 to 1.00	75%
	Greater than 4.25 to 1.00 but less than or	50%
	equal to 4.50 to 1.00	 
	Less than or equal to 4.25 to 1.00	0%



 



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(v)       Notice;
Manner of Payment. Upon the occurrence of any event triggering a prepayment requirement under any of clauses (i) through
(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of
such notice, the Administrative Agent shall promptly so notify the Lenders. Except as otherwise provided in any Incremental Amendment,
Extension Amendment or Refinancing Amendment (which may provide that the Class of Loans that is the subject of such amendment
may receive a less than, but not greater than, pro rata allocation of such application), each prepayment of the Loans under this
Section 2.4(b) shall be applied ratably among the Initial Loans and any Incremental Loans, Extended Loans and Refinancing
Loans to reduce on a pro rata basis the remaining scheduled principal installments of the Initial Loans and any Incremental Loans,
Extended Loans and Refinancing Loans pursuant to Section 2.3.


 


(vi)      Waiver
of Mandatory Prepayments. Notwithstanding the foregoing provisions of this Section 2.4(b), (A) any Lender may waive,
by written notice to Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise
be required to be made hereunder, the right to receive its amount of such mandatory prepayment of the Loans, (B) if any Lender
or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would
have been applied to mandatorily prepay the Loans of such Lender or Lenders shall be applied to the prepay the Loans of the remaining
non-waiving Lender or Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Loans, (C) to
the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be applied in accordance
with the mandatory prepayment provisions of the Second Lien Term Loan Credit Agreement and (D) to the extent there are any prepayment
amounts remaining after the foregoing application, such amounts may be retained by the Borrower.


 


(vii)     No
Reborrowings. Amounts prepaid under the Term Facility pursuant to this Section 2.4(b) may not be reborrowed. Each prepayment
of LIBOR Rate Loans shall be accompanied by any amount required to be paid pursuant to Section 3.9.


 


(c)      Call Premium.
In the event that, on or prior to the date that is twelve (12) months after the Closing Date, the Borrower (i) makes any prepayment
of the Loans in connection with any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing
Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an
amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Loans being prepaid and
(y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Loans outstanding immediately
prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of
such Repricing Transaction.


 


SECTION 2.5            Extension
of Maturity Date.


 


(a)       Requests
for Extension. So long as no Default or Event of Default has occurred and is continuing (after giving effect to any amendments
and/or waivers that are or become effective on the date of the relevant extension), the Borrower may at any time and from time
to time request that all or a portion of any Class of Loans then outstanding selected by the Borrower (such Loans, the “Original
Loans”) be converted to a separate Class of Loans to extend the maturity date thereof and to provide for other terms
permitted by this Section 2.5 (any portion thereof that has been so extended, the “Extended Loans” and
the remainder not so extended, the “Non-Extended Loans”). Prior to entering into any Extension Amendment with
respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such
notice to each Lender who has Original Loans of the Class for which an extension is so proposed) in such form as approved from
time to time by the Borrower and the Administrative Agent (each, an “Extension Request”) setting forth the terms
of the proposed Extended Loans, which terms shall be identical to those applicable to the Original Loans, except as otherwise permitted
by this Section 2.5; provided that (w) the maturity date of Extended Loans may be later than the Maturity Date of
the Original Loans, (x) Extended Loans may have different amortization payments than the corresponding Original Loans; provided
that the weighted average life to maturity of such Extended Loans shall be no shorter than the weighted average life to maturity
of the Original Loans from which they were converted, (y) the initial yield (including margins, fees and premiums) of the Extended
Loans may, to the extent permitted by the Second Lien Intercreditor Agreement (if then if effect), be higher or lower than the
initial yield (including margins, fees and premiums) of the Original Loans and (z) the Extended Loans may participate on a pro
rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Loans in any prepayment hereunder.


 




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(b)      The
Borrower shall provide the applicable Extension Request at least seven (7) Business Days prior to the date on which the applicable
Lenders are requested to respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending
Lender”) wishing to have all or a portion of its Original Loans that are the subject of an Extension Request converted
to Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower
and the Administrative Agent) (each, an “Extension Election”) on or prior to the date specified in such Extension
Request (which shall in any event be no less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative
Agent in its sole discretion) prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original
Loans that it has elected to convert into Extended Loans; provided that each Lender may elect or decline, in its sole discretion,
to convert its Original Loans into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject
to Extension Elections exceeds the amount of the applicable Original Loans requested to be extended pursuant to the Extension
Request, the applicable Original Loans subject to such Extension Elections shall be converted to Extended Loans on a pro rata
basis based on the amount of the applicable Original Loans included in each such Extension Election.


 


(c)       Subject
to the requirements of this Section 2.5, so long as (x) no Default or Event of Default has occurred and is continuing (after
giving effect to any amendments and/or waivers that are or become effective on the date that such Extended Loans are established)
and (y) before and after giving effect to the conversion of Original Loans to Extended Loans each of the conditions set forth
in Section 4.2 shall be satisfied to the extent required by the relevant Extension Amendment governing such Extended Loans,
Extended Loans may be established pursuant to a supplement (which shall set forth the effective date of such extension) to this
Agreement (which, except to the extent otherwise expressly contemplated by this Section 2.5(c), shall require the consent
only of the Lenders who elect to make the Extended Loans established thereby) in such form as approved from time to time by the
Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”)
executed by the Credit Parties, the Administrative Agent and the Extending Lenders. In connection with any Extension Amendment:


 


(i)        the
Borrower shall deliver opinions of counsel reasonably acceptable to the Administrative Agent as to any matters reasonably requested
by the Administrative Agent; and


 


(ii)       the
NATC Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the
Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided
with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations and shall deliver such other
documents and certificates in connection therewith as may be reasonably requested by the Administrative Agent.


 




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(d)     The Lenders
hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with
the applicable Credit Parties as may be necessary or advisable in order to effectuate the transactions contemplated by this Section
2.5. Each Extension Amendment shall be binding on the Lenders, the Credit Parties and the other parties hereto. In addition
to any other terms and changes required or permitted by this Section 2.5, each Extension Amendment establishing a Class
of Extended Loans shall amend the scheduled amortization payments provided under Section 2.3 with respect to the related
Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product
of (1) the original aggregate amount of such installment with respect to the corresponding Original Loans, multiplied by (2) a
fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the denominator of
which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being
understood that the amount of any installment payable with respect to any individual Non-Extended Loan shall not be reduced as
a result thereof without the consent of the holder of such individual Non-Extended Loan). This Section 2.5(d) shall supersede
any provisions in Section 10.2 to the contrary.


 


SECTION 2.6            Refinancing
Facilities.


 


(a)      Notwithstanding
anything to the contrary in this Agreement, so long as no Default or Event of Default has occurred and is continuing, the Borrower
may at any time and from time to time by written notice to the Administrative Agent elect to establish one or more additional Classes
of term loans under this Agreement (“Refinancing Loans”), which Refinancing Loans will refinance, pursuant to
a voluntary prepayment in accordance with Section 2.4(a) and, if applicable, Section 2.4(c), all or any portion of
any Class of Loans then outstanding under this Agreement (any portion thereof that is not so refinanced, the “Non-Refinanced
Loans”). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the
Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than five (5) Business Days after the
date on which such notice is delivered to the Administrative Agent (or such shorter period as may be agreed to by the Administrative
Agent in its sole discretion); provided that:


 


(i)       before
and after giving effect to the borrowing of such Refinancing Loans on the Refinancing Effective Date each of the conditions set
forth in Section 4.2 shall be satisfied to the extent required by the relevant Refinancing Amendment governing such Refinancing
Loans;


 


(ii)       the
Refinancing Loans may have different amortization payments than the other Loans; provided that the final maturity date and
weighted average life to maturity of such Refinancing Loans shall not be prior to or shorter than that applicable to the Loans
being refinanced thereby;


 


(iii)       all
other terms applicable to such Refinancing Loans (other than provisions relating to original issue discount, upfront fees and interest
rates, which shall, subject to the Second Lien Intercreditor Agreement (if then in effect), be as agreed between the Borrower and
the Refinancing Lenders providing such Refinancing Loans) shall be identical to the terms applicable to the Loans being refinanced
thereby (except to the extent such covenants and other terms apply solely to any period after the latest stated final maturity
of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans);


 


(iv)       the
Borrower shall deliver opinions of counsel reasonably acceptable to the Administrative Agent as to any matters reasonably requested
by the Administrative Agent;


 




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(v)      the
NATC Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the
Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Loans are provided
with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations and shall deliver such other
documents and certificates in connection therewith as may be reasonably requested by the Administrative Agent;


 


(vi)     the
proceeds of Refinancing Loans shall be applied, substantially concurrently with the incurrence thereof, to the refinancing of the
outstanding Loans being so refinanced;


 


(vii)    the
principal amount of Refinancing Loans does not exceed the principal amount Loans being refinanced thereby except by an amount equal
to unpaid accrued interest and premium thereon plus other amounts owing or unpaid related to such Loans being refinanced
and fees and expenses incurred in connection with such refinancing;


 


(viii)    there
shall be no obligor in respect of such Refinancing Loans that is not a Credit Party; and


 


(ix)      the
Refinancing Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than
the Initial Loans in any prepayment hereunder.


 


(b)      The Borrower
may approach any Lender or any other Person that would be an Eligible Assignee pursuant to Section 10.9 to provide all or
a portion of the Refinancing Loans (a “Refinancing Lender”); provided that any Lender offered or approached
to provide all or a portion of the Refinancing Loans may elect or decline, in its sole discretion, to provide a Refinancing Loan.
Any Refinancing Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Loans for all purposes
of this Agreement; provided that any Refinancing Loans may, to the extent provided in the applicable Refinancing Amendment,
be designated as an increase in any previously established Class of Loans if it has the same terms as such previously established
Class of Loans in all respects.


 


(c)      The Refinancing
Loans shall be established pursuant to an amendment to this Agreement among the Credit Parties, the Administrative Agent and the
Refinancing Lenders providing such Refinancing Loans (a “Refinancing Amendment”) which shall be consistent with
the provisions set forth in this Section 2.6 (but which shall not require the consent of any other Lender).


 


(d)      The Lenders
hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with
the applicable Credit Parties as may be necessary or advisable in order to effectuate the transactions contemplated by this Section
2.6. Each Refinancing Amendment shall be binding on the Lenders, the Credit Parties and the other parties hereto. In addition
to any other terms and changes required or permitted by this Section 2.6, each Refinancing Amendment establishing a Class
of Refinancing Loans shall amend the scheduled amortization payments provided under Section 2.3 with respect to the related
Non-Refinanced Loans to reduce each scheduled installment for such Non-Refinanced Loans to an aggregate amount equal to the product
of (1) the original aggregate amount of such installment with respect to the corresponding Loans being refinanced thereby, multiplied
by (2) a fraction, the numerator of which is the aggregate principal amount of such related Non-Refinanced Loans and (y) the denominator
of which is the aggregate principal amount of such Loans being refinanced thereby prior to the effectiveness of such Refinancing
Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Refinanced Loan shall
not be reduced as a result thereof without the consent of the holder of such individual Non-Refinanced Loan). This Section 2.6(d)
shall supersede any provisions in Section 10.2 to the contrary.


 




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ARTICLE III


 


GENERAL LOAN PROVISIONS


 


SECTION 3.1             Interest.


 


(a)
      Interest Rate Options. Subject to the provisions of this Section 3.1,
at the election of the Borrower, the Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the
LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3)
Business Days (or four (4) Business Days with respect to a LIBOR Rate based on a twelve (12) month Interest Period) after the
Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably
satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 3.9 of this
Agreement). The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a
Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 3.2.


 


(b)      Default
Rate. If (A) any Event of Default has occurred and is continuing or (B) any principal of or interest on any Loan or any fee
or other amount payable hereunder is not paid when and as due (whether at maturity, by reason of acceleration or otherwise), (i)
all outstanding amounts constituting principal shall bear interest (A) in the case of LIBOR Rate Loans, at a rate per annum of
two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the
applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin)
then applicable to Base Rate Loans or (B) in the case of Base Rate Loans, at a rate per annum of two percent (2%) in excess of
the rate (including the Applicable Margin) then applicable to Base Rate Loans from the date of such non-payment or Event of Default
until such overdue amount is paid in full or such Event of Default is no longer continuing, as applicable, (ii) any other amount
then due and payable shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable
Margin) then applicable to Base Rate Loans from the date of such non-payment or Event of Default until such amount is paid in full
and (iii) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent.


 


(c)       Interest
Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each
calendar quarter commencing with the fiscal quarter ending March 31, 2014; and interest on each LIBOR Rate Loan shall be due and
payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months,
at the end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when
the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year
and actual days elapsed. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any
petition seeking any relief in bankruptcy or under any Debtor Relief Law.


 


(d)      Maximum
Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged
or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court
of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that
the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder
shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s
option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply
such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay,
and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may be paid by the Borrower under Applicable Law.


 




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SECTION 3.2
           Notice and Manner of Conversion or Continuation of
Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the
option to (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion
of any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess
thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of
its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in
excess thereof into Base Rate Loans or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires
to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written
notice in the form of a Notice of Conversion/Continuation not later than 11:00 a.m. three (3) Business Days before the day on
which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or
continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period
therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount
of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR
Rate Loan; provided that, if the Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve
months in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days
prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice
to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.
If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any
LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to
a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable
LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Administrative Agent shall
promptly notify the affected Lenders of such Notice of Conversion/Continuation.


 


SECTION 3.3            Fees.


 


(a)      Closing
Fee. The Borrower shall pay on the Closing Date to the Administrative Agent, for the account of each Lender party to the Credit
Agreement as a Lender on the Closing Date, as fee compensation for the funding of such Lender’s Loans, a closing fee in an
amount equal to 1.0% of the stated principal amount of such Lender’s Loans, payable to such Lender from the proceeds of its
Loan as and when funded on the Closing Date. Such closing fee will be in all respects fully earned, due and payable on the Closing
Date and non-refundable and non-creditable thereafter.


 


(b)      Administrative
and Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent, for their own respective accounts, fees
in the amounts and at the times specified in the Engagement Letter and the Administrative Agent Fee Letter.


 




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SECTION 3.4           Manner
of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission
or other amounts payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled
to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever.
Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of
Section 8.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment
received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by
the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for
notices set forth herein its Relevant Percentage in respect of the Term Facility (or other applicable share as provided herein)
of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of
the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable
to any Lender under Sections 3.9, 3.10, 3.11 or 10.3 shall be paid to the Administrative Agent for
the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be
specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day
and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding
the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied
in accordance with Section 3.13(a)(ii).


 


SECTION 3.5           Evidence
of Indebtedness. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained
by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to
the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit
or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through
the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each
Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect
thereto.


 


SECTION 3.6           Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other
than pursuant to Sections 3.9, 3.10, 3.11 or 10.3) greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans and other amounts owing to them; provided that:


 


(i)        if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and


 


(ii)       the
provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)
or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to
any assignee or participant.


 




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Each Credit Party consents to the foregoing
and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation, other than to Holdings
or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply, unless such assignment is be
made to Standard General or the Borrower pursuant to Section 10.9 (including Section 10.9(f) or Section 10.9(g),
as applicable)).


 


SECTION 3.7            Administrative
Agent’s Clawback.


 


(a)      Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i)
in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) in the case of any other
Loans, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s
share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment
to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent
shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its
share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan
included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a
Lender that shall have failed to make such payment to the Administrative Agent.


 


(b)      Payments
by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that
the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(c)      Nature of
Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Loans
are several and are not joint or joint and several. The failure of any Lender to make available its Relevant Percentage of any
Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Relevant
Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender
to make its Relevant Percentage of such Loan available on the borrowing date.


 




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SECTION 3.8            Changed
Circumstances.


 


(a)       Circumstances
Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a conversion to or continuation
thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent
manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable
amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive
and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest
Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive
and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making
or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the
Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation
of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate
Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal
amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 3.1(d)), on the last day
of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of
each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.


 


(b)      Laws Affecting
LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change
in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with
any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable
agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations
hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and
the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative
Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the affected Lenders to make LIBOR
Rate Loans, and the right of the Borrower to convert any Loan of such Lenders to a LIBOR Rate Loan or continue any Loan of such
Lenders as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans for such Loans and
(ii) if any of such Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period
applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.


 


SECTION 3.9            Indemnity.
The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits
from which such funds were obtained) which may arise from or be attributable to each Lender’s obtaining, liquidating or employing
deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make
any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to
borrow, continue or convert to a LIBOR Rate Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period
therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon
the assumption that such Lender funded its Relevant Percentage of the LIBOR Rate Loans in the London interbank market and using
any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender
setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower
through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.


 




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SECTION 3.10           Increased
Costs.


 


(a)       Increased
Costs Generally. If any Change in Law shall:


 


(i)        impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except
any reserve requirement reflected in the LIBOR Rate);


 


(ii)       subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)       impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
LIBOR Rate Loans made by such Lender;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan
(or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender
or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or
other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction
suffered.


 


(b)      Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender the
Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.


 


(c)      Certificates
for Reimbursement. A certificate of a Lender or such other Recipient setting forth the amount or amounts necessary to compensate
such Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in Section
3.10(a) or (b) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such
Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after
receipt thereof.


 


(d)      Delay in
Requests. Failure or delay on the part of any Lender or such other Recipient to demand compensation pursuant to this Section
3.10 shall not constitute a waiver of such Lender’s or such other Recipient’s right to demand such compensation;
provided that the Borrower shall not be required to compensate any Lender or any other Recipient pursuant to this Section
3.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or
such other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions,
and of such Lender’s or such other Recipient’s intention to claim compensation therefor (except that if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall
be extended to include the period of retroactive effect thereof).


 




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SECTION 3.11           Taxes.


 


(a)       Defined
Terms. For purposes of this Section 3.11, the term “Applicable Law” includes FATCA.


 


(b)      Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be
made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such
payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so
that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums
payable under this Section 3.11), the applicable Recipient receives an amount equal to the sum it would have received had
no such deduction or withholding been made.


 


(c)       Payment
of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)      Indemnification
by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 3.11) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.9(d) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this Section 3.11(e).


 




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(f)      Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to
this Section 3.11, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(g)      Status of
Lenders.


 


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 3.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


(ii)       Without
limiting the generality of the foregoing:


 


(A)      Any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding
tax;


 


(B)      any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(1)      in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction
of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, United
States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 




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(2)      executed
originals of IRS Form W-8ECI;


 


(3)      in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 


(4)      to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4
on behalf of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United
States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable
Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)       if a payment
made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 






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Each Lender agrees that if any form or certification
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or
promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(h)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 3.11 (including by the payment of additional
amounts pursuant to this Section 3.11), it shall pay to the indemnifying party an amount equal to such refund (but only
to the extent of indemnity payments made under this Section 3.11 with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.11(h) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.11(h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.11(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party
would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.11(h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)           Survival.
Each party’s obligations under this Section 3.11 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


SECTION 3.12
          Mitigation Obligations;
Replacement of Lenders.


 


(a)           Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.10, or requires the Borrower to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 3.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.10 or Section 3.11, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 




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(b)           Replacement
of Lenders. If any Lender requests compensation under Section 3.10, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.11,
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.9), all of its interests,
rights (other than its existing rights to payments pursuant to Section 3.10 or Section 3.11) and obligations under
this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:


 


(i)           the Borrower shall have paid to
the Administrative Agent the assignment fee (if any) specified in Section 10.9;


 


(ii)          such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including
any amounts under Section 2.4(c));


 


(iii)
        in the case of any such assignment resulting from a claim for compensation
under Section 3.10 or payments required to be made pursuant to Section 3.11, such assignment will result in a
reduction in such compensation or payments thereafter;


 


(iv)         such assignment does not conflict
with Applicable Law; and


 


(v)
         in the case of any assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.


 


Each Lender agrees that if the Borrower
exercises its option hereunder to cause an assignment by such Lender as a Defaulting Lender or a Non-Consenting Lender, such Lender
shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate
such assignment in accordance with Section 10.9. In the event that a Lender does not comply with the requirements of the
immediately preceding sentence within one (1) Business Day after receipt of such notice, such Lender shall be deemed to have complied
with such requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result
of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease
to apply.


 


SECTION 3.13
          Defaulting Lenders.


 


(a)           Defaulting Lender Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)           Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 10.2.


 


(ii)          Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.4 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event
of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.


 



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(b)           Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to
be held pro rata by the Lenders in accordance with the Commitments under the Term Facility, whereupon such Lender will cease to
be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to
the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


SECTION 3.14
           Incremental Loans


 


(a)        
  At any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request
the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental
Loan Commitment”) to make one or more additional term loans (any such additional term loan, an “Incremental
Loan”); provided that (x) the aggregate principal amount of all such Incremental Loans shall not exceed $15,000,000,
collectively, (y) the aggregate principal amount of the Loans then outstanding after giving effect to such Incremental Loans shall
not exceed $165,000,000 and (z) the aggregate principal amount of each Incremental Loan Commitment (and the Incremental Loans
made thereunder) shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted
pursuant to the foregoing clauses (x) and (y). Each such notice shall specify the date (each, an “Increased Amount Date”)
on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten
(10) Business Days after the date on which such notice is delivered to Administrative Agent (or such shorter period as may be
agreed to by the Administrative Agent). The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund,
and/or any other Eligible Assignee, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”);
provided that, if any such Incremental Lender is Standard General, any Incremental Loans made by it shall be subject to
the restrictions set forth in Section 10.9(g) as if such Incremental Loans were purchased by it pursuant to Section 10.9(g). Any
proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or
decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective
as of such Increased Amount Date; provided that:


 


(i)           no Default or Event of
Default shall exist on such Increased Amount Date before or after giving effect to (x) any Incremental Loan Commitment and (y)
the making of any Incremental Loans pursuant thereto;


 




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(ii)          each of the representations
and warranties contained in Article V shall be true and correct in all material respects, except to the extent any such representation
and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty
shall be true and correct in all respects, on such Increased Amount Date with the same effect as if made on and as of such date
(except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date);


 


(iii)          the
proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including
Permitted Acquisitions, but excluding prepayments of any Indebtedness incurred under Section 7.1(1) (unless accompanied
by a permanent reduction of commitments));


 


(iv)         each Incremental Loan
Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed
with the other Extensions of Credit on a pari passu basis;


 


(v)          the terms of the Incremental
Loans shall be set forth in the relevant Incremental Amendment, provided that:


 


(x)
          such Incremental Loans will mature and amortize in a manner reasonably
acceptable to the Incremental Lenders making such Incremental Loans and the Borrower, but will not in any event have a shorter
weighted average life to maturity than the remaining weighted average life to maturity of any other Class of Loans then outstanding
or a maturity date earlier than the latest Maturity Date then in effect, in each case, at the time the Incremental Loan Commitments
are made;


 


(y)
         the Applicable Margin and pricing grid, if applicable, for such Incremental
Loans shall be determined by the applicable Incremental Lenders and the Borrower on the applicable Increased Amount Date; provided
that if the Applicable Margin in respect of any Incremental Loan exceeds the Applicable Margin for the Initial Loan by more
than 0.50%, then the Applicable Margin for the Initial Loan shall be increased so that the Applicable Margin in respect of such
Initial Loan is equal to the Applicable Margin for the Incremental Loan minus 0.50%; provided further
in determining the Applicable Margin(s) applicable to each Incremental Loan and the Applicable Margin(s) for the Initial Loan,
(A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID)
payable by the Borrower to the Lenders under such Incremental Loan or the Initial Loan in the initial primary syndication thereof
(with OID being equated to interest based on an assumed four-year life to maturity) and the effects of any and all interest rate
“floors” shall be included and (B) customary arrangement or commitment fees payable to any Arranger (or its affiliates)
in connection with the Initial Loan or to one or more arrangers (or their affiliates) of any Incremental Loan shall be excluded;
and


 


(z)          except
as provided above, all other terms and conditions applicable to any Incremental Loan, to the extent not consistent with the terms
and conditions applicable to the Initial Loan, shall be reasonably satisfactory to the Administrative Agent and the Borrower;


 


(vi)         any Incremental Lender making
any Incremental Loan shall be entitled to the same voting rights as the existing Lenders under the Credit Facility and each Incremental
Loan shall receive proceeds of prepayments on the same basis as the Initial Loan (such prepayments to be shared pro rata on the
basis of the aggregate outstanding principal amount of the Initial Loan and the Incremental Loans);


 



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(vii)       
such Incremental Loan Commitments shall be effected pursuant to one or more Incremental Amendments executed and delivered by the
Borrower, the Administrative Agent and the applicable Incremental Lenders (which Incremental Amendment may, without the consent
of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent, to effect the provisions of this Section 3.14); and


 


(viii)       the Borrower shall deliver
or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted
by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental
Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction.


 


(b)
          (i)         
 The Incremental Loans shall be deemed to be Loans; provided that such Incremental Loan shall be designated as a
separate Class of Loans for all purposes of this Agreement, unless such Incremental Loans are fungible with any other Class
of Loans, in which case they may constitute part of such other Class.


 


(ii)          The Incremental Lenders
shall be included in any determination of the Required Lenders and, unless otherwise agreed, the Incremental Lenders will not constitute
a separate voting class for any purposes under this Agreement.


 


(c)
          On any Increased Amount Date on which any Incremental Loan
Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Loan Commitment
shall make an Incremental Loan to the Borrower in an amount equal to its Incremental Loan Commitment and shall become a Lender
hereunder with respect to such Incremental Loan Commitment and the Incremental Loan made pursuant thereto.


 


ARTICLE IV


 


CONDITIONS OF CLOSING AND BORROWING


 


SECTION 4.1         Conditions to Closing
and Initial Extensions of Credit. The obligation of the Lenders to make the Initial Loans is subject to the satisfaction of
each of the following conditions:


 


(a)         
 Executed Loan Documents. This Agreement, the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement,
a Note in favor of each Lender requesting a Note, the Guaranty and Security Agreement, the Parent Guaranty and the other Security
Documents set forth on Schedule 4.1, together with any other applicable Loan Documents set forth on Schedule 4.1,
shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto and shall be in full
force and effect.


 


(b)           Closing
Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)  
         Officer’s Certificate. A certificate from a Responsible Officer
of the Borrower to the effect that (A) the representations and warranties contained in this Agreement and the other Loan Documents
are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or
reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects; (B) after giving
effect to the Transactions, no Default or Event of Default has occurred and is continuing; (C) since December 31, 2012, no event
has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have
a Material Adverse Effect; and (D) each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in
Section 4.1 and Section 4.2.


 




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(ii)           Certificate
of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency
and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying
that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or
equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the
bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the
Board of Directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder
and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each
certificate required to be delivered pursuant to Section 4.1(b)(iii).


 


(iii)          Certificates
of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction
of incorporation, organization or formation (or equivalent), as applicable.


 


(iv)         
Opinions of Counsel. Opinions of (A) Milbank, Tweed, Hadley & McCloy LLP, counsel to the Credit Parties and (B) Hall
Booth Smith, P.C., local Tennessee counsel to the Credit Parties, in each case addressed to the Administrative Agent and the Lenders
with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which
such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).


 


(c)           Personal
Property Collateral.


 


(i)            Filings
and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect the
security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent
shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such
security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Prior Liens).


 


(ii)           Pledged
Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing
the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such
certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the
Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.


 




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(iii)         Lien
Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy,
tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties
under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC
should be made to evidence or perfect security interests in any assets of such Credit Party and in each jurisdiction in which
federal tax liens against such Credit Party should be filed, in each case indicating among other things that the assets of each
such Credit Party are free and clear of any Lien (except for Permitted Liens).


 


(iv)         Property
and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance reasonably satisfactory
to the Administrative Agent, evidence of property, business interruption and liability insurance covering each NATC Party, evidence
of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative
Agent as lender’s loss payee (other than as any such casualty insurance policy may relate to inventory) on all policies
for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Administrative
Agent, copies of such insurance policies.


 


(v)          Other
Collateral Documentation. The Administrative Agent shall have received any documents reasonably requested thereby or as required
by the terms of the Security Documents to evidence its security interest in the Collateral.


 


(d)           Financial
Matters.


 


(i)           Financial
Statements of the Borrower. The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the
Borrower and its Subsidiaries and the related audited statements of income and retained earnings and cash flows for the three
most recently completed Fiscal Years ended at least ninety (90) days prior to the Closing Date and (B) unaudited Consolidated
balance sheet of the Borrower and its Subsidiaries and the related unaudited interim statements of income and retained earnings
and cash flows for each interim fiscal quarter ended since the last audited financial statements referred to in clause (A) above and at least forty-five (45) days prior to the Closing Date, in each case, showing in reasonable detail, either on the
face of the financial statements or in the footnotes thereto and in management’s discussion and analysis, the financial
condition and results of operations of Parent and its Subsidiaries separate from the financial condition and results of operations
of the Unrestricted Subsidiaries of Parent.


 


(ii)          Financial
Projections. The Administrative Agent shall have received pro forma Consolidated financial statements for the Borrower and
its Subsidiaries, and projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements
on a quarterly basis for the first two years following the Closing Date and on an annual basis for each year thereafter through
the fifth anniversary of the Closing Date.


 


(iii)         Financial
Condition/Solvency Certificate. Holdings shall have delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Holdings, that (A) after
giving effect to the Transactions, the Borrower is Solvent and the Credit Parties (on a consolidated basis) are Solvent and (B)
the financial projections delivered to the Administrative Agent pursuant to Section 4.1(d)(ii) represent the good faith estimates
(utilizing reasonable assumptions) of the financial condition and operations of the Borrower and its Subsidiaries.


 




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(iv)         Payment
at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative
Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 3.3 and any other accrued and unpaid fees
or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers
(directly to such counsel) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts
of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred
or to be incurred by it through the closing proceedings (to the extent set forth in the Engagement Letter) and (C) to any other
Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and
other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.


 


(e)          Concurrent
Transactions.


 


(i)           ABL
Facility. The conditions to effectiveness of the ABL Credit Agreement shall have been satisfied, the ABL Credit Agreement
shall be in full force and effect and the Borrower shall have borrowed no greater than $24,000,0000 in aggregate principal amount
of loans and other extensions of credit thereunder.


 


(ii)          Second
Lien Term Loan Facility. Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, the Borrower
shall have borrowed $80,000,000 in aggregate principal amount of loans under the Second Lien Term Loan Credit Agreement and concurrently
consummated the transactions under the Second Lien Term Loan Credit Agreement.


 


(iii)         Parent
PIK Toggle Facility. Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, Parent shall
have borrowed $45,000,000 in aggregate principal amount of loans under the Parent PIK Toggle Agreement and the Administrative
Agent shall have received an executed copy of the Parent PIK Toggle Agreement in form and substance satisfactory to the Administrative
Agent.


 


(iv)         Refinancing.
Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, the Refinancing shall have been consummated
with all Liens and guarantees in favor of the existing lenders, noteholders and other creditors being unconditionally terminated
or released and, without limiting the foregoing, the Administrative Agent shall have received payoff letters or a trustee’s
acknowledgment, as applicable, in form and substance satisfactory to it evidencing such repayment, termination and release.


 


(f)           Miscellaneous.


 


(i)           Notice
of Account Designation. The Administrative Agent shall have received a Notice of Account Designation specifying the account
or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.


 


(ii)          PATRIOT
Act, Etc. Parent, Holdings, the Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative Agent
and the Lenders, at least three (3) Business Days prior to the Closing Date, the documentation and other information requested
by the Administrative Agent at least ten (10) Business Days prior to the Closing Date in order to comply with requirements of
the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.


 




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(iii)         General.
All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent.


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions
specified in this Section 4.1, the Administrative Agent and each Lender that has signed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.


 


SECTION 4.2
          Conditions to All Extensions
of Credit. The obligations of the Lenders to make any Extensions of Credit are subject to the satisfaction of the following
conditions precedent on the relevant borrowing date:


 


(a)           Accuracy of Representations
and Warranties. The representations and warranties made by any Credit Party in this Agreement and the other Loan Documents
shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality
or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on
and as of such borrowing date, with the same effect as if made on and as of such date (except for any such representation and
warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct
in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality
or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of
such earlier date).


 


(b)           No Default or Event of Default.
No Default or Event of Default shall have occurred and be continuing on the borrowing date with respect to such Loan or after
giving effect to the Loans to be made on such date.


 


(c)           Notices.
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the
Borrower in accordance with Section 2.2 or Section 3.2, as applicable.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF THE
CREDIT PARTIES


 


To induce the Administrative
Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, each of Holdings and the
Borrower hereby represents and warrants to the Administrative Agent and the Lenders both before and after giving effect to the
transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise
set forth in Section 4.2, that:


 


SECTION 5.1
          Organization;
Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and
to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business
in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization
except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in
a Material Adverse Effect. The jurisdictions in which each NATC Party and each Subsidiary thereof are organized and qualified
to do business as of the Closing Date are described on Schedule 5.1.


 




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SECTION 5.2         
 Ownership. Each Subsidiary of each NATC Party as of the Closing Date is listed on Schedule 5.2. As of the
Closing Date, (x) the capitalization of each NATC Party and its Subsidiaries consists of the number of shares, authorized, issued
and outstanding, of such classes and series, with or without par value, described on Schedule 5.2 and (y) Holdings and
the Borrower have no Unrestricted Subsidiaries. All outstanding shares have been duly authorized and validly issued and are fully
paid and non-assessable and not subject to any preemptive or similar rights, except as described in Schedule 5.2. The shareholders
or other owners, as applicable, of each NATC Party and its Subsidiaries and the number of shares owned by each as of the Closing
Date are described on Schedule 5.2. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions,
options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for
or otherwise provide for or require the issuance of Equity Interests of any NATC Party or any Subsidiary thereof, except as described
on Schedule 5.2.


 


SECTION 5.3
          Authorization;
Enforceability. Each Credit Party and each Subsidiary thereof has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been
duly executed and delivered by the duly authorized officers of each Credit Party and each Subsidiary thereof that is a party thereto,
and each such document constitutes the legal, valid and binding obligation of each Credit Party and each Subsidiary thereof that
is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement
of creditors’ rights in general and the availability of equitable remedies.


 


SECTION 5.4
          Compliance of Agreement, Loan Documents and Borrowing with Laws,
Etc. The execution, delivery and performance by each Credit Party and each Subsidiary thereof of the Loan Documents to
which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the
transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise,
(a) require any Governmental Approval or violate any material Applicable Law (including all Tobacco Laws) relating to any
Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles
of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with,
result in a breach of or constitute a default under any indenture or other debt instrument, or under any other material
agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any
Governmental Approval relating to such Person, (d) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent
or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any
other Person is required in connection with the execution, delivery, performance, validity or enforceability of this
Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the
UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv)
Mortgage filings with the applicable county recording office or register of deeds.


 




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SECTION 5.5           Compliance
with Law; Governmental Approvals. Each NATC Party and each Subsidiary thereof (a) has all Governmental Approvals required
by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review
on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (b)
is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to
it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to
be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required
to be retained by it under Applicable Law except in each such case where the failure to have, comply or file could not reasonably
be expected to have a Material Adverse Effect.


 


SECTION 5.6           Tax
Returns and Payments. Each NATC Party and each Subsidiary thereof has duly filed or caused to be filed all federal, state,
local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of,
all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits
and assets which are due and payable (other than any amount the validity of which is the subject of a Permitted Protest and other
than as could not reasonably be expected to have a Material Adverse Effect). Such returns accurately reflect in all material respects
all liability for taxes of any NATC Party or any Subsidiary thereof for the periods covered thereby. As of the Closing Date, except
as set forth on Schedule 5.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any
Governmental Authority of the tax liability of any NATC Party or any Subsidiary thereof. No Governmental Authority has asserted
any Lien or other claim against any NATC Party or any Subsidiary thereof with respect to unpaid taxes which has not been discharged
or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant NATC Party or Subsidiary
and (b) Permitted Liens). The charges, accruals and reserves on the books of each NATC Party and each Subsidiary thereof in respect
of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of any NATC Party or
any Subsidiary thereof are in the judgment of Holdings and the Borrower adequate, and neither Holdings nor the Borrower anticipates
any additional taxes or assessments for any of such years.


 


SECTION 5.7           Intellectual
Property Matters. Each NATC Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses,
copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service
mark, service mark rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are
currently being used in the conduct of its business. No event has occurred which permits, or after notice or lapse of time or
both would permit, the revocation or termination of any such rights, and no NATC Party nor any Subsidiary thereof is liable to
any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except
as could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.8           Environmental
Matters.


 


(a)           There has been no Release of Hazardous
Materials on, at, under or from (i) any property owned, leased or operated by any NATC Party or any Subsidiary thereof, (ii) to
the knowledge of Holdings or the Borrower, any property formerly owned, leased or operated by it or any of its Subsidiaries, or
(iii) at any other location arising out of the conduct or current or prior operations of any NATC Party or any Subsidiary thereof,
that could, in any such case, reasonably be expected to require investigation, remedial activity or corrective action or cleanup
or reasonably be expected to result in any NATC Party or any Subsidiary thereof incurring liability under Environmental Law that
could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, nor are there any facts, circumstances
or conditions arising out of the current or former operations or owned, operated or leased facilities of any NATC Party or any
Subsidiary thereof that could result in such liability;


 




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(b)           Each NATC Party and each Subsidiary
thereof and their respective properties and operations are in compliance, and have been in compliance, in all material respects
with all applicable Environmental Laws, including obtaining and maintaining all permits required under applicable Environmental
Laws to carry on their respective businesses. There is no contamination at, under or about such properties or such operations which
could materially interfere with the continued operation of such properties or materially impair the fair saleable value thereof;


 


(c)           No NATC Party nor any Subsidiary
thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental
matters, Hazardous Materials, or compliance with Environmental Laws or permits required under Environmental Laws that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, nor does any NATC
Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;


 


(d)           Hazardous Materials have not been
transported or disposed of to or from the properties currently or formerly owned, leased or operated by any NATC Party or any Subsidiary
thereof in material violation of, or in a manner or to a location which could give rise to material liability under, Environmental
Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in
violation of, or in a manner that could give rise to material liability under, any applicable Environmental Laws; and


 


(e)           No Environmental Claim is pending,
or, to the knowledge of Holdings or the Borrower, threatened, for which any NATC Party or any Subsidiary thereof is or may reasonably
expected to be named as a party, nor are there any Environmental Claims, consent decrees or orders, administrative orders or other
administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any NATC Party or any
Subsidiary thereof, with respect to any real property owned, leased or operated by any NATC Party or any Subsidiary thereof or
operations of any NATC Party or any Subsidiary thereof that could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect.


 


SECTION 5.9           Employee
Benefit Matters.


 


(a)           As
of the Closing Date, no NATC Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee
Benefit Plans other than those identified on Schedule 5.9;


 


(b)           Each NATC Party and each ERISA Affiliate
is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder
with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined
in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have
a Material Adverse Effect. To the knowledge of Holdings or the Borrower, each Employee Benefit Plan that is intended to be qualified
under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been
determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters
but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred
by any NATC Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee
Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse
Effect;


 



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(c)           As of the Closing Date, no Pension
Plan has been terminated, nor has any Pension Plan become subject to funding based benefit restrictions under Section 436 of the
Code, nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any NATC Party
or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430
of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections
412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C)
or 4063(a) of ERISA with respect to any Pension Plan;


 


(d)           Except where the failure of any
of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, no NATC Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section
406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the
payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or
payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or
430 of the Code;


 


(e)
           No Termination Event has occurred or is reasonably expected to
occur, except as could not reasonably be expected to have a Material Adverse Effect;


 


(f)
           Except where the failure of any of the following representations
to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no
proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing
or, to its knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) currently maintained or contributed to by any NATC Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any
Multiemployer Plan; and


 


(g)           No NATC Party nor any Subsidiary
thereof is a party to any contract, agreement or arrangement that could, solely as a result of the delivery of this Agreement or
the consummation of transactions contemplated hereby, result in the payment of any “excess parachute payment” within
the meaning of Section 280G of the Code, except as could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.10         Margin
Stock. No NATC Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending
credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term
is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part
of the proceeds of any of the Loans will be used for purchasing or carrying margin stock or for any purpose which violates, or
which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following the application
of the proceeds of each Extension of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the
Borrower only or of Holdings and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.2 or
Section 7.5 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender
or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.


 


SECTION 5.11         Government
Regulation. No NATC Party nor any Subsidiary thereof is an “investment company” or a company “controlled”
by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940) and no NATC
Party nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the
Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated
hereby.


 




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SECTION 5.12         Material
Contracts; Customers and Suppliers.


 


(a)           Schedule
5.12 sets forth a complete and accurate list of all Material Contracts of each NATC Party and each Subsidiary thereof in effect
as of the Closing Date. Other than as set forth in Schedule 5.12, as of the Closing Date, each such Material Contract is,
and after giving effect to the consummation of the transactions contemplated by the Loan Documents will be, in full force and
effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, each NATC Party and each Subsidiary
thereof has delivered to the Administrative Agent a true and complete copy of each Material Contract required to be listed on
Schedule 5.12 or any other Schedule hereto. As of the Closing Date, no NATC Party nor any Subsidiary thereof nor, to its
knowledge, any other party thereto is in breach of or in default under any Material Contract; and


 


(b)           There
exists no actual or, to the knowledge of Holdings or the Borrower, threatened termination, cancellation or limitation of, or modification
to or change in the business relationship between (i) any NATC Party or Subsidiary, on the one hand, and any customer or any group
thereof, on the other hand, whose agreements with any NATC Party or Subsidiary are individually or in the aggregate material to
the business or operations of such NATC Party or Subsidiary, (ii) any NATC Party or Subsidiary, on the one hand, and any material
supplier thereof other than Bollore, on the other hand or (iii) any NATC Party or Subsidiary, on the one hand, and Bollore, on
the other hand; and, to the knowledge of Holdings or the Borrower, there exists no present state of facts or circumstances that
could give rise to or result in any such termination, cancellation, limitation, modification or change, except in the case of
clauses (i), (ii) and (iii) above, for any threatened termination, cancellation or limitation of, or modification
to or change in any of the above mentioned business relationships, that could not reasonably be expected to have a Material Adverse
Effect.


 


SECTION 5.13         Employee
Relations. As of the Closing Date, no NATC Party nor any Subsidiary thereof is party to any collective bargaining agreement,
nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 5.13. There
is (i) no unfair labor practice complaint pending or, to the knowledge of Holdings or the Borrower, threatened against Holdings
or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened
against Holdings or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably
be expected to result in a Material Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance
pending or threatened in writing against Holdings or any of its Subsidiaries that could reasonably be expected to result in a
Material Adverse Effect, or (iii) to the knowledge of Holdings or the Borrower, no union representation question existing with
respect to the employees of Holdings or any of its Subsidiaries and no union organizing activity taking place with respect to
any of the employees of Holdings or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse
Effect. None of Holdings or any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment
and Retraining Notification Act or similar state law which remains unpaid or unsatisfied. The hours worked and payments made to
employees of Holdings and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect. All material payments due from Holdings or any of its Subsidiaries on account of wages and
employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings or
such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.


 




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SECTION 5.14         Burdensome
Provisions. The NATC Parties and their respective Subsidiaries do not presently anticipate that future expenditures needed
to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have
a Material Adverse Effect. No Subsidiary is party to any agreement or instrument or otherwise subject to any restriction or encumbrance
that restricts or limits its ability to make dividend payments or other distributions in respect of its Equity Interests to Holdings,
the Borrower or any other Subsidiary or to transfer any of its assets or properties to Holdings, the Borrower or any other Subsidiary
in each case other than as permitted by Section 7.10(b) or (c).


 


SECTION 5.15         Financial
Statements. The audited and unaudited financial statements delivered pursuant to Section 4.1(d)(i) are complete and
correct in all material respects and fairly present in all material respects on a Consolidated basis the assets, liabilities and
financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial
position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence
of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material
commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant
to Section 4.1(d)(ii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are
believed to be reasonable in light of then existing conditions except that such financial projections and statements shall be
subject to normal year end closing and audit adjustments (it being recognized by the Lenders that projections are not to be viewed
as facts and that the actual results during the period or periods covered by such projections may vary from such projections and
that such variations may be material).


 


SECTION 5.16         No
Material Adverse Change. Since December 31, 2012, there has been no material adverse change in the business, operations, financial
condition, Property or liabilities (actual or contingent) of Holdings and its Subsidiaries, taken as a whole, and no event has
occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a
Material Adverse Effect. 


 


SECTION 5.17        Solvency.
The Borrower is Solvent and the Credit Parties, on a consolidated basis, are Solvent.


 


SECTION 5.18         Title
to Properties. As of the Closing Date, the real property listed on Schedule 5.18 constitutes all of the real property
that is owned, leased, subleased or used by any NATC Party or any of its Subsidiaries. Each NATC Party and each Subsidiary thereof
has such title to the real property owned or leased by it as is necessary to the conduct of its business and valid and legal title
to all of its personal property and assets, except those which have been disposed of by the NATC Parties and their Subsidiaries
subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder.


 


SECTION 5.19         Litigation. There
are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely
to or affecting any NATC Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator
of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.20         Anti-Terrorism;
Anti -Money Laundering; Etc. No Credit Party nor any of its Subsidiaries or, to their knowledge, any of their Related Parties
(i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy
Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy
Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V)
or any enabling legislation or executive order relating thereto or (C) the PATRIOT Act (collectively, the “Anti-Terrorism
Laws”), (iii) is a Sanctioned Person or (iv) is in violation of the Foreign Corrupt Practices Act of 1977. No part of
the proceeds of any Extension of Credit hereunder will be unlawfully used directly or indirectly to fund any operations in, finance
any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner
that will result in any violation by any Person (including any Lender, the Arrangers or the Administrative Agent) of any Anti-Terrorism
Laws.


 




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SECTION 5.21         Absence
of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of Default or (b) which constitutes,
or which with the passage of time or giving of notice or both would constitute, a default or event of default by any NATC Party
or any Subsidiary thereof under (i) any Material Contract or (ii) any judgment, decree or order to which any NATC Party or any
Subsidiary thereof is a party or by which any NATC Party or any Subsidiary thereof or any of their respective properties may be
bound or which would require any NATC Party or any Subsidiary thereof to make any payment under such judgment, decree or order
that, in any case under this clause (b), could, either individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


SECTION
5.22         Senior Indebtedness Status. The Obligations of each Credit Party
and each Subsidiary thereof under this Agreement and each of the other Loan Documents (x) ranks, and shall continue to rank,
at least senior in priority of payment to all Subordinated Indebtedness and pari passu in right of payment with all senior
Indebtedness of each such Person and (y) is designated as “Senior Indebtedness” (or any comparable designation)
under all instruments and documents, now or in the future, evidencing Subordinated Indebtedness of such Person. 


 


SECTION 5.23         Disclosure.
Holdings and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which any NATC Party and any Subsidiary thereof are subject, and all other matters known to them, that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial statement,
material report, material certificate or other material written information furnished by or on behalf of any NATC Party or any
Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation
of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a
whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading in any material respect; provided that, with
respect to projected financial information, pro forma financial information, estimated financial information and other projected
or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the
time (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the
period or periods covered by such projections may vary from such projections and that such variations may be material).


 


SECTION 5.24         Flood
Hazard Insurance. With respect to each parcel of real property required to be subject to a Mortgage, the Administrative Agent
has received (a) such flood hazard certifications, notices and confirmations thereof, and effective flood hazard insurance policies
as are described in Schedule 6.14(d) with respect to real property collateral on the Closing Date, (b) all flood hazard
insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been
paid in full, and (c) except as the Borrower has previously given written notice thereof to the Administrative Agent, there has
been no redesignation of any real property into or out of a special flood hazard area.


 




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SECTION 5.25         Use
of Proceeds. The Borrower will use the proceeds of the Loans only for the purposes specified in Section 6.15.


 


SECTION 5.26         Insurance.
The properties of the NATC Parties and their Subsidiaries are insured with financially sound and reputable insurance companies
in such amounts, with such deductibles and covering such risks (including workers’ compensation, public liability, business
interruption and property damage insurance) as are customarily carried by companies engaged in similar businesses and owning similar
properties in localities where the applicable NATC Party or Subsidiary operates. Schedule 5.26 sets forth a description
of all such insurance currently maintained (excluding title, group health and disability, and similar types of insurance) by or
on behalf of the NATC Parties and the Subsidiaries as of the Closing Date. As of the Closing Date, each insurance policy listed
on Schedule 5.26 is in full force and effect and all premiums in respect thereof that are due and payable have been paid.


 


SECTION 5.27         Security
Documents.


 


(a)            The Guaranty and Security Agreement
creates in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid, continuing and enforceable
security interests in the Collateral (as defined in the Guaranty and Security Agreement).


 


(b)           The financing statements delivered
to the Administrative Agent on the Closing Date are in appropriate form and have been or will be filed in the offices specified
in Schedule 9 of the Guaranty and Security Agreement. Upon such filings, the Administrative Agent will have a perfected Lien on,
and security interest in, to and under all right, title and interest of the NATC Parties in, all Collateral that may be perfected
by filing, recording or registering a financing statement or analogous document (including the proceeds of such Collateral subject
to the limitations relating to such proceeds in the UCC), prior and superior in right to any other Person, except for Permitted
Prior Liens.


 


(c)           When the Pledged Interests (as defined
in the Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) is delivered to the Administrative
Agent (or its agent), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right,
title and interest of the NATC Parties in, such Pledged Interests, prior and superior in right to any other Person, except for
Permitted Prior Liens.


 


(d)           When the Guaranty and Security Agreement
(or a short form intellectual property security agreement) is filed in the United States Patent and Trademark Office and the United
States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices
specified in Schedule 9 of the Guaranty and Security Agreement, the Administrative Agent shall have a fully perfected Lien on,
and security interest in, all right, title and interest of the applicable NATC Parties in the Intellectual Property (as defined
in the Guaranty and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security
agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright
Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings
in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered
trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date), except for Permitted Prior
Liens.


 


(e)           When control agreements in form
and substance reasonably satisfactory to the Administrative Agent are executed and delivered to the Administrative Agent, the Administrative
Agent shall have (i) “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (as defined
in the Guaranty and Security Agreement) and (ii) a fully perfected Lien on, and security interest in, all right, title and interest
of the applicable NATC Parties in the Deposit Accounts (as defined in the Guaranty and Security Agreement).


 




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ARTICLE VI


 


AFFIRMATIVE COVENANTS


 


Until all of the Obligations (other than
contingent indemnification obligations not then due) have been paid and satisfied in full in cash and the Commitments terminated,
each NATC Party (and, with respect to Section 6.4, Parent) will, and will cause each of its Subsidiaries to:


  


SECTION 6.1           Financial
Statements and Budgets. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (which
shall promptly make such information available to the Lenders in accordance with its customary practice):


 


 (a)            Annual
Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year commencing
with the Fiscal Year ended December 31, 2013, an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of
the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows, including the notes
thereto, and a report containing management’s discussion and analysis of such financial statements, all in reasonable detail
setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in
accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations
of any change in the application of accounting principles and practices during the year, and showing in reasonable detail, either
on the face of the financial statements or in the footnotes thereto and in management’s discussion and analysis, the financial
condition and results of operations of the Borrower and its Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of Holdings. Such annual financial statements shall be audited by McGladrey LLP or
an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied
by a report and unqualified opinion thereon by such certified public accountants prepared in accordance with generally accepted
auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification
as to the scope of such audit or with respect to accounting principles followed by Holdings or any of its Subsidiaries not in
accordance with GAAP.


 


(b)           Quarterly
Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three
(3) fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended March 31, 2014 an unaudited Consolidated balance
sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income,
retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements
for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable
detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding
Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the
financial position or results of operations of any change in the application of accounting principles and practices during the
period, showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in management’s
discussion and analysis, the financial condition and results of operations of the Borrower and its Subsidiaries separate from
the financial condition and results of operations of the Unrestricted Subsidiaries of Holdings.


 




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(c)     Annual
Business Plan and Budget. As soon as practicable and in any event within sixty (60) days after the end of each Fiscal Year,
a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters
following the end of such Fiscal Year, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis,
the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet
and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions
and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of Holdings to the effect that
such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget)
of the financial condition and operations of the Borrower and its Subsidiaries for such period.


 


SECTION
6.2     Certificates; Other Reports. Deliver to the Administrative Agent (which shall promptly
make such information available to the Lenders in accordance with its customary practice):


 


(a)     at
each time financial statements are delivered pursuant to Sections 6.1(a) or (b), a duly completed Officer’s
Compliance Certificate signed by the chief financial officer or treasurer of the Borrower;


 


(b)     promptly
upon receipt thereof, copies of all material reports, if any, submitted to any NATC Party, any Subsidiary thereof or any of their
respective boards of directors by their respective independent public accountants in connection with their auditing function,
including any management report and any management responses thereto;


 


(c)     promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of Indebtedness of any NATC Party or any
Subsidiary thereof in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement;


 


(d)     promptly
after the assertion or occurrence thereof, notice of any Environmental Claim or other action or proceeding against or of any noncompliance
by any NATC Party or any Subsidiary thereof with any Environmental Law that could (i) reasonably be expected to have a Material
Adverse Effect or (ii) cause any Property described in the Mortgages to be subject to any restrictions on ownership, occupancy,
use or transferability under any Environmental Law;


 


(e)     promptly
upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as from time to time reasonably
requested by the Administrative Agent or any Lender;


 


(f)     promptly
after being furnished or received, copies of all notices, reports, certificates, documents and other information furnished to
or received from the ABL Administrative Agent or the Second Lien Term Loan Administrative Agent, any lenders under the ABL Facility
or any lenders under the Second Lien Term Loan Facility or any other agent or representative of such lenders or holders (including
any amendments, waivers, supplements, modifications, notices or other documents relating to any default or potential default thereunder,
but in any event excluding routine notices, reports and certificates of an administrative nature);


 


(g)     within
five (5) Business Days after submission to TTB, copies of any TTB Form 5000.24 (Excise Tax Return), TTB Form 5210.5 (Report –
Manufacturer of Tobacco Products or Cigarette Papers and Tubes), TTB Form 5220.6 (Monthly Report – Tobacco Products or Processed
Tobacco Importer), and TTB Form 5250.1 (Report – Manufacturer of Processed Tobacco);


 



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(h)     within
five (5) Business Days after a Responsible Officer of any NATC Party obtains actual knowledge thereof, copies of any notices with
respect to product recalls that any NATC Party receives from any Governmental Authority;


 


(i)      promptly
after any officer of Holdings or any of its Subsidiaries obtains knowledge thereof, notice of any litigation commenced or claim
instituted after the Closing Date against Holdings or any of its Subsidiaries demanding damages in excess of, or if adversely
determined reasonably likely to result in liability to Holdings or any of its Subsidiaries in excess of, $5,000,000 and notice
of any other litigation or claim against Holdings or any of its Subsidiaries that is reasonably likely to result in liability
to Holdings or any of its Subsidiaries in excess of $5,000,000;


 


(j)     promptly
after the occurrence thereof, notice of (i) any amendment or modification to any Material Contract (and, with respect to any such
material amendment or modification, if requested by the Administrative Agent or the Required Lenders, a copy of the documentation
governing such amendment or modification promptly after such request), (ii) the provision or receipt of any material notice under
any Material Contract and (iii) any default under, or any breach or violation of, any Material Contract;


 


(k)     such
other information regarding the operations, business affairs and financial condition of any NATC Party or any Subsidiary thereof
as the Administrative Agent or any Lender may reasonably request; and


 


(l)      promptly
after the occurrence thereof, notice of any default or event of default with respect to any Indebtedness of any NATC Party with
an aggregate principal amount in excess of $5,000,000.


 


Documents
required to be delivered pursuant to Section 6.1(a) or (b) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto
on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents
are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided
that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the
Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative
Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail)
of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.
The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system (the “Platform”)
and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive Material
Non-Public Information with respect to the Borrower or its Affiliates or its or their securities) (each, a “Public Lender”).
The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials
that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although
it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or its or their securities for purposes of
United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.10); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative
Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.


 



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SECTION
6.3     Notice of Litigation and Other Matters. Promptly (but in no event later than five (5)
days after any Responsible Officer of any NATC Party obtains knowledge thereof) notify the Administrative Agent in writing of
(which shall promptly make such information available to the Lenders in accordance with its customary practice):


 


(a)     the
occurrence of any Default or Event of Default;


 


(b)     (i)
the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any
court or before any arbitrator against or involving any NATC Party or any Subsidiary thereof or any of their respective properties,
assets or businesses in each case that if adversely determined could reasonably be expected to result in a Material Adverse Effect
and (ii) the commencement of any material proceeding or investigation by or before the TTB against or involving any NATC Party
or any Subsidiary thereof or any of their respective properties, assets or businesses;


 


(c)     any
notice of any violation received by any NATC Party or any Subsidiary thereof from any Governmental Authority (including any notice
of non-compliance with Environmental Laws) that could reasonably be expected to result in a Material Adverse Effect;


 


(d)     any
labor controversy that has resulted in a strike or other work action against any NATC Party or any Subsidiary thereof;


 


(e)     any
attachment, judgment, lien, levy or order exceeding $5,000,000 that may be assessed against or threatened against any NATC Party
or any Subsidiary thereof;


 


(f)     any
event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default
under any Material Contract to which Holdings or any of its Subsidiaries is a party or by which Holdings or any Subsidiary thereof
or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; and


 


(g)     (i)
any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan under Section 401(a)
of the Code (along with a copy thereof), (ii) all notices received by any NATC Party or any ERISA Affiliate of the PBGC’s
intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received
by any NATC Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability
pursuant to Section 4202 of ERISA and (iv) Holdings or the Borrower obtaining knowledge or reason to know that any NATC Party
or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination
within the meaning of Section 4041(c) of ERISA which, in the case of this clause (iv), could reasonably be expected to
result in a Material Adverse Effect.


 


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Each
notice pursuant to Section 6.3 (other than Section 6.3(h)) shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall describe with particularity any
and all provisions of this Agreement and any other Loan Document that have been breached.


 


SECTION
6.4     Preservation of Corporate Existence and Related Matters. Except as permitted by Section
7.4, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary
to the conduct of its business, and qualify and remain qualified as a foreign corporation or other entity and authorized to do
business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.


 


SECTION
6.5     Maintenance of Property and Licenses.


 


(a)     Protect
and preserve all Properties necessary in and material to its business, including copyrights, patents, trade names, service marks
and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other
tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof
and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith
may be conducted in a commercially reasonable manner, in each case in this Section 6.5(a), except as such action or inaction
could not reasonably be expected to result in a Material Adverse Effect.


 


(b)     Maintain,
in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or franchise
issued by any Governmental Authority (each a “License”) required for each of them to conduct their respective
businesses as presently conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 


SECTION
6.6     Insurance. Maintain insurance with financially sound and reputable insurance companies
against at least such risks and in at least such amounts as are customarily maintained by similar businesses that are similarly
situated and located and as may be required by Applicable Law and as are required by any Security Documents (including hazard
and business interruption insurance). All such insurance shall (a) provide that no cancellation or material modification thereof
shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof, except
as reasonably determined by the Administrative Agent in writing, (b) name the Administrative Agent as an additional insured party
thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee.
On the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request information in reasonable
detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance,
the dates of the expiration thereof and the properties and risks covered thereby. Without limiting the foregoing, Holdings and
the Borrower shall and shall cause each appropriate NATC Party to (i) maintain, if available, fully paid flood hazard insurance
on all real property that is located in a special flood hazard area and that is subject to a Mortgage, on such terms and in such
amounts as required by The National Flood Insurance Reform Act of 1994, (ii) furnish to the Administrative Agent evidence of renewal
(and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof and (iii) furnish to
the Administrative Agent prompt written notice of any redesignation of any such improved real property into or out of a special
flood hazard area. If Holdings or its Subsidiaries fails to maintain such insurance, the Administrative Agent may arrange for
such insurance, but at the Borrower’s expense and without any responsibility on the Administrative Agent’s part for
obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. The
Borrower shall give the Administrative Agent prompt notice of any loss exceeding $1,000,000 covered by its or its Subsidiaries’
casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent shall have the sole right (subject to the Intercreditor Agreements) to file claims under any property and general liability
insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable
thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may
be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.


 




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SECTION
6.7     Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper
books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary
to permit the preparation of financial statements in accordance with GAAP and in compliance in all material respects with the
regulations of any Governmental Authority having jurisdiction over it or any of its Properties.


 


SECTION
6.8     Payment of Taxes and Other Obligations. (a) Pay and perform all taxes, assessments and
other governmental charges that may be levied or assessed upon it or any of its Property, except to the extent the validity of
such taxes, assessments or governmental charges are the subject of a Permitted Protest, (b) pay and perform all other Indebtedness,
obligations and liabilities in accordance with customary trade practices and (c) file all applicable tax returns with respect
to it and its properties, except where the failure to pay or perform such items described in clauses (a), (b) or
(c) of this Section 6.8 could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
6.9     Compliance with Laws and Approvals. Observe and remain in compliance with all Applicable
Laws (including Tobacco Laws and Anti-Terrorism Laws) and maintain in full force and effect all Governmental Approvals, in each
case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 


SECTION
6.10    Environmental Laws. In addition to and without limiting the generality of Section
6.9, (a) comply with, and use commercially reasonable efforts to ensure such compliance by all tenants and subtenants with,
all applicable Environmental Laws and obtain, comply with and maintain, and use commercially reasonable efforts to ensure that
all tenants and subtenants, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing,
and all remedial, removal and other actions required under Environmental Laws or by a Governmental Authority, and promptly comply
with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, except in each case as could
not reasonably be expected to have a Material Adverse Effect.


 


SECTION
6.11     Compliance with ERISA. In addition to and without limiting the generality of Section
6.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations
thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could
reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited
transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan
in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary
as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request
such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.


 




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SECTION
6.12     Compliance with Material Contracts. Comply in all respects with each Material Contract,
except as could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
6.13     Visits and Inspections. Permit representatives of the Administrative Agent or, after
the occurrence and during the continuance of an Event of Default, any Lender, from time to time upon prior reasonable notice and
at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect,
audit and make copies of its books, records and files, including management letters prepared by independent accountants; and discuss
with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results
of operations and business prospects; provided that, excluding any such visits and inspections during the continuance of
an Event of Default, the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar
year at the Borrower’s expense; provided, further, that upon the occurrence and during the continuance of
an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any
time during normal business hours. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting
of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate
offices (or by conference call or at such other location as may be agreed to by the Borrower and the Administrative Agent) at
such time as may be agreed by the Borrower and the Administrative Agent.


 


SECTION
6.14     Additional Collateral; Additional Subsidiaries; Real Property.


 


(a)     Additional
Collateral. With respect to any Property acquired after the Closing Date by any NATC Party that is intended to be subject
to the Lien created by any of the Security Documents but is not so subject, promptly (and, in any event, within thirty (30) days
after such creation or acquisition; provided that the Administrative Agent may extend such time period by (x) an additional
thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders)
(i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such
other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent,
for its benefit and for the benefit of the other Secured Parties, a Lien on such Property under Applicable Law (and applicable
foreign law unless the Required Lenders shall determine in their sole discretion that the cost of complying with such applicable
foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted
Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by the Administrative Agent, deliver
customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to
the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required
by such Security Documents in accordance with all applicable legal requirements, including the filing of financing statements
in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations set forth herein
and in the other Loan Documents, the Borrower and the other NATC Parties shall otherwise take such actions and execute and/or
deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of the Security Documents against such after-acquired Properties, all in form, content and
scope reasonably satisfactory to the Administrative Agent.


 




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(b)     Additional
Subsidiary Guarantors. Promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that
satisfies the definition of Subsidiary Guarantor (and, in any event, within thirty (30) days after such creation or acquisition;
provided that the Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion
and (y) an unlimited number of days thereafter with the consent of the Required Lenders) cause such Person to (i) become a Subsidiary
Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement, a joinder
to each of the Intercreditor Agreements and such other documents as the Administrative Agent shall deem reasonably appropriate
for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security
Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security
Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with
the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates
referred to in Section 4.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative
Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity
Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by
the Administrative Agent with respect to such Person and (vi) deliver to the Administrative Agent such other documents as may
be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative
Agent.


 


(c)     Additional
Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and
promptly thereafter (and, in any event, within forty-five (45) days after such notification; provided that the Administrative
Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of
days thereafter with the consent of the Required Lenders), cause (i) the applicable NATC Party to deliver to the Administrative
Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent
(100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed
by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new
First Tier Foreign Subsidiary (including, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant
to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier
Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank
by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates
referred to in Section 4.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to
the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to
such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by
the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance
of doubt, no guaranty by (or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the
voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary)
of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax
consequence for the Borrower or result in a violation of Applicable Laws.


 


(d)     Real
Property Collateral. (i) Promptly after the acquisition by any NATC Party of any fee owned real property with a fair market
value in excess of $5,000,000 that is not subject to the existing Security Documents (and, in any event, within ten (10) days
after such acquisition), notify the Administrative Agent and (ii) promptly thereafter (and in any event, within sixty (60) days
of such acquisition, as such time period may be extended by the Administrative Agent with the consent of the Required Lenders),
deliver such mortgages, deeds of trust, flood insurance certificates, title insurance policies, environmental reports, surveys
and other documents reasonably requested by the Administrative Agent necessary to grant and perfect a first priority Lien (subject
to Permitted Prior Liens) on such real property in favor of the Administrative Agent, for the benefit of the Secured Parties,
all in form and substance reasonably acceptable to the Administrative Agent, including those certificates, documents and information
listed on Schedule 6.14(d).


 


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(e)     Merger
Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating
a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other
than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary
shall not be required to take the actions set forth in Section 6.14(b) or (c), as applicable, until the consummation
of such Permitted Acquisition (at which time, the surviving entity of the respective merger or amalgamation transaction shall
be required to so comply with Section 6.14(b) or (c), as applicable, within fifteen (15) days of the consummation
of such Permitted Acquisition, as such time period may be extended by (x) an additional forty-five (45) days with the consent
of the Administrative Agent and (y) an unlimited number of days thereafter with the consent of the Required Lenders).


 


(f)     Exclusions.
The provisions of this Section 6.14 shall not apply to assets as to which the Required Lenders and the Borrower shall reasonably
determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the
security afforded thereby.


 


(g)     ABL
Loan Documents and Second Lien Term Loan Documents. Notwithstanding anything herein to the contrary, the Borrower and the
other NATC Parties shall execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, mortgages, charges,
deeds of trust, deposit account control agreements, collateral access agreements and other security documents to the extent provided
to the ABL Administrative Agent or the Second Lien Term Loan Administrative Agent or executed in respect of the ABL Obligations
(as defined in the ABL Intercreditor Agreement) or the Second Lien Obligations (as defined in the Second Lien Intercreditor Agreement).


 


SECTION
6.15     Use of Proceeds.


 


(a)     The
Borrower shall use the proceeds of the Extensions of Credit to (i) consummate the Refinancing and (ii) pay fees, commissions and
expenses in connection with the Transactions.


 


(b)     The
Borrower shall use the proceeds of any Incremental Loan as permitted pursuant to Section 3.14.


 


SECTION
6.16      [Reserved] 


 


SECTION
6.17     Further Assurances. Execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and recording of financing statements and other documents),
which the Administrative Agent or the Required Lenders may reasonably request to effectuate the transactions contemplated by the
Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents
or the validity or priority of any such Lien, all at the expense of the NATC Parties; and provide to the Administrative Agent,
from time to time upon the reasonable request of the Administrative Agent, evidence reasonably satisfactory to the Administrative
Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.


 


SECTION
6.18     License Agreements. Maintain in effect the Bollore Distribution Agreements with Bollore
Technologies S.A. (“Bollore”) and Bollore S.A. (as applicable) during the term of this Agreement.


 




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SECTION
6.19     Maintenance of Company Separateness. Holdings and the Borrower will, and will cause each
of their respective Subsidiaries to, satisfy in all material respects customary company formalities, including, as applicable,
(i) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without
a meeting, (ii) the maintenance of separate company records and (iii) the maintenance of separate bank accounts in its own name,
except in each case as could not reasonably be expected to cause the separate company existence thereof to be ignored or the assets
and liabilities thereof to be substantively consolidated as set forth in the following sentence. Neither Holdings, the Borrower
nor any of their respective Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result
in the company existence of Holdings, the Borrower or any of their respective Subsidiaries being ignored, or in the assets and
liabilities of Holdings, the Borrower or any of their respective Subsidiaries being substantively consolidated with one another
or with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.


 


SECTION
6.20     Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth
on Schedule 6.20, in each case within the time limits specified on such schedule.


 


ARTICLE
VII 


 


NEGATIVE
COVENANTS


 


Until
all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in
cash and the Commitments have terminated, in the case of Section 7.17, Parent will not, in the case of Section 7.14,
Holdings will not, and in the case of each other provision of this Article VII, Holdings and the Borrower will not, and
(in the case of each such other provision, other than Section 7.14) will not permit any of their respective Subsidiaries
to (and, in the case of Section 7.6, to the extent set forth therein, will not permit any of their respective Unrestricted
Subsidiaries to):


 


SECTION
7.1     Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:


 


(a)     the
Obligations;


 


(b)     Indebtedness
and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate
or commodity price risks and not for speculative purposes;


 


(c)     Indebtedness
existing on the Closing Date and listed on Schedule 7.1, and any Permitted Refinancing thereof;


 


(d)     Indebtedness
of the Borrower and its Subsidiaries incurred in connection with Capital Lease Obligations and purchase money Indebtedness in
an aggregate amount not to exceed $5,000,000 at any time outstanding;


 


(e)     Indebtedness
of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an
Investment permitted pursuant to Section 7.3, to the extent that (i) such Indebtedness was not incurred in connection with,
or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither Holdings nor any Subsidiary
thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall
have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount
of such Indebtedness does not exceed $10,000,000 at any time outstanding;


 


(f)     Guarantee
obligations of any NATC Party (other than Holdings, except with respect to Indebtedness permitted pursuant to subsections (l),
(m) and (n) of this Section 7.1) with respect to Indebtedness permitted pursuant to subsections (a)
through (d), (i), (l), (m) and (n) of this Section 7.1;


 



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(g)     unsecured
intercompany Indebtedness:


 


  (i)     owed
by any NATC Party to another NATC Party (other than Holdings); 


 


  (ii)     owed
by any NATC Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations
in a manner reasonably satisfactory to the Administrative Agent); and 


 


  (iii)     owed
by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary;


 


(h)     Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against
insufficient funds in the ordinary course of business;


 


(i)     unsecured
Subordinated Indebtedness of the Borrower; provided that, in the case of each incurrence of such unsecured Indebtedness,
(i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such unsecured
Indebtedness, (ii) the Administrative Agent shall have received satisfactory written evidence that the Consolidated Total Leverage
Ratio would not be greater than 5.00 to 1.00 on a Pro Forma Basis after giving effect to the issuance of any such unsecured Indebtedness
and (iii) such unsecured Indebtedness will not have a shorter weighted average life to maturity than the remaining weighted average
life to maturity of any Class of Loans outstanding at the time such unsecured Indebtedness is incurred or a maturity date earlier
than the date that is six (6) months after the latest Maturity Date then in effect at the time such unsecured Indebtedness is
incurred;


 


(j)     Indebtedness
of the Borrower and its Subsidiaries under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations
or with respect to workers’ compensation claims, or arising from Guarantees to suppliers, lessors, licensees, contractors,
franchises or customers of obligations (other than Indebtedness), in each case, incurred in the ordinary course of business, and
reimbursement obligations in respect of any of the foregoing;


 


(k)     Indebtedness
of the Borrower or any Subsidiary thereof not otherwise permitted pursuant to this Section 7.1 in an aggregate principal
amount not to exceed $20,000,000 at any time outstanding;


 


(l)     (i)
Indebtedness consisting of (x) loans or letters of credit of any NATC Party under the ABL Loan Documents in an aggregate principal
amount not to exceed $50,000,000 at any time outstanding, plus (y) additional loans of any NATC Party in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding in the form of overadvances, protective overadvances and other extensions
of credit in connection with the ABL Loan Documents and, in the case of each of clauses (x) and (y), any Permitted
Refinancing thereof; provided that, in the case of any Permitted Refinancing thereof, the agent or lenders party to such
refinanced, refunded or extended Indebtedness agree in writing to be bound by the terms of the ABL Intercreditor Agreement; and
(ii) Indebtedness owing under Bank Product Agreements or otherwise in connection with Bank Products to the extent constituting
ABL Obligations (as defined in the ABL Intercreditor Agreement);


 


(m)     (i)
Indebtedness of any NATC Party under the Second Lien Term Loan Facility in an aggregate principal amount not to exceed (A) the
sum of (x) $80,000,000, plus (y) an additional $15,000,000; provided that, in the case of this clause (y),
the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis shall not be greater than 4.50 to 1.00 after giving effect
to such incurrence, minus (B) the aggregate principal amount of repayments and prepayments of loans under the Second Lien Term
Loan Facility and (ii) and any Permitted Refinancing thereof; provided that, in the case of any Permitted Refinancing thereof,
the agent or lenders party to such refinanced, refunded or extended Indebtedness agree in writing to be bound by the terms of
the Second Lien Intercreditor Agreement and (if then in effect) the ABL Intercreditor Agreement;


 



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(n)     Indebtedness
constituting a Permitted Refinancing of all or any portion of the Loans; provided that (i) (x) any such Indebtedness in
the form of loans or other credit facilities shall be unsecured, and (y) if such Indebtedness is secured, it shall constitute
debt securities and shall be secured on a pari passu basis with the Obligations, (ii) such Indebtedness will not have a shorter
weighted average life to maturity than the remaining weighted average life to maturity of any Class of Loans outstanding at the
time such Indebtedness is incurred or a maturity date earlier than the latest Maturity Date then in effect at the time such Indebtedness
is incurred, (iii) if such Indebtedness is secured, the agent or lenders party to such Indebtedness shall execute and deliver
to the Administrative Agent the Pari Passu Intercreditor Agreement (or become a party to such agreement if it is already in effect)
and become party to the other Intercreditor Agreements to the extent then in effect and (iv) the other terms and conditions of
such Indebtedness (excluding pricing and optional prepayment or redemption terms) are substantially similar to, or less favorable
to the investors providing such Indebtedness, than those applicable to the Term Facility (except for covenants or other provisions
applicable only to periods after the date that is ninety-one (91) days after the latest Maturity Date in effect at the time such
Indebtedness is incurred) as certified by the chief financial officer or treasurer of the Borrower;


 


provided
that neither Holdings nor the Borrower shall permit any Unrestricted Subsidiary to incur any Indebtedness other than Non-Recourse
Debt.


 


SECTION
7.2     Liens. Create, incur, assume or suffer to exist any Lien on or with respect to any of
its Property, whether now owned or hereafter acquired, except:


 


(a)     Liens
created pursuant to the Loan Documents;


 


(b)     Liens
in existence on the Closing Date and described on Schedule 7.2, and the replacement, renewal or extension thereof (including
Liens incurred, assumed or suffered to exist in connection with any refinancing, refunding, renewal or extension of Indebtedness
pursuant to Section 7.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on
Schedule 7.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover
any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and
proceeds of the foregoing;


 


(c)     Liens
for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions
of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related
thereto has not expired or (ii) which do not have priority over Agent’s Liens and in respect of which the underlying taxes,
assessments, or charges or levies are the subject of Permitted Protests;


 


(d)     the
claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred
in the ordinary course of business, which (i) are not overdue for a period of more than thirty (30) days, or if more than thirty
(30) days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith by appropriate
proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate,
materially impair the use thereof in the operation of the business of Holdings or any of its Subsidiaries;


 



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(e)     deposits
or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’
compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of
bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments
or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each
case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on
account thereof;


 


(f)     encumbrances
in the nature of (i) zoning restrictions, easements and rights or restrictions of record on the use of real property and (ii)
minor defects or irregularities in title, in each case, which do not materially detract from the value of such property or impair
the use thereof in the ordinary conduct of business;


 


(g)     Liens
arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating
leases entered into in the ordinary course of business of Holdings and its Subsidiaries;


 


(h)     Liens
securing Indebtedness permitted under Section 7.1(d); provided that (i) such Liens shall be created substantially
simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do
not at any time encumber any property other than the Property financed by such Indebtedness and (iii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase,
repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as
applicable);


 


(i)     Liens
(x) securing judgments for the payment of money not constituting an Event of Default under Section 8.1(l) or (y) securing
appeal or other surety bonds relating to such judgments;


 


(j)     Liens
on Property (x) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted
Acquisition and (y) of Holdings or any of its Subsidiaries existing at the time such Property is purchased or otherwise acquired
by Holdings or such Subsidiary pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect
to each of the foregoing clauses (x) and (y), (A) such Liens are not incurred in connection with, or in anticipation
of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to the assets acquired (or the
assets of the Subsidiary acquired), (C) such Liens do not attach to any other Property of Holdings or any of its Subsidiaries
and (D) the Indebtedness secured by such Liens is permitted under Section 7.1(e) of this Agreement;


 


(k)     Liens
on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral,
and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary
pursuant to Section 7.1(c), (e) or (k);


 


(l)     (i)
Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant
jurisdiction (or Section 4-208 of the UCC in effect in the State of New York) and (ii) Liens of any depositary bank in connection
with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of Holdings or
any Subsidiary thereof;


 


(m)     (i)
contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements
with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary
course of business to the extent limited to the property or assets relating to such contract;


 



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(n)     any
interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement
entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings
or its Subsidiaries or materially detract from the value of the relevant assets of Holdings or its Subsidiaries or (ii) secure
any Indebtedness;


 


(o)     Liens
not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate
principal amount not to exceed $2,500,000 at any time outstanding;


 


(p)     Liens
securing (x) Indebtedness under the ABL Loan Documents or any refinancing, refunding or extension thereof incurred pursuant
to Section 7.1(l)(i) and (y) obligations in respect of Bank Products incurred pursuant to Section 7.1(l)(ii); provided
that, in each case, such Liens are subject to the terms of the ABL Intercreditor Agreement;


 


(q)     Liens
securing Indebtedness under the Second Lien Term Loan Facility or any refinancing, refunding or extension thereof incurred pursuant
to Section 7.1(m); provided that such Liens are subordinated to the Liens securing the Obligations in accordance
with, and are otherwise subject to the terms of, the Second Lien Intercreditor Agreement and (if then in effect) the ABL Intercreditor
Agreement; and


 


(r)      Liens
securing Indebtedness incurred pursuant to Section 7.1(n) to the extent such Indebtedness is in the form of debt securities;
provided that such Liens are subject to the terms of the Intercreditor Agreements (in the case of the ABL Intercreditor
Agreement and the Second Lien Intercreditor Agreement, to the extent then in effect).


 


SECTION
7.3     Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series
of transactions), directly or indirectly, any Equity Interests, interests in any partnership or joint venture (including the creation
or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, all or substantially all of the
business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to
exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property
in, any other Person (all the foregoing, “Investments”) except:


 


(a)     (i)      Investments
existing on the Closing Date in Subsidiaries existing on the Closing Date;


 


          (ii)     Investments
existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule
7.3;


 


          (iii)    Investments
made after the Closing Date by any NATC Party in any other NATC Party (other than Holdings);


 


          (iv)    Investments
made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary; and 


 


          (v)     Investments
made after the Closing Date by any Non-Guarantor Subsidiary in any NATC Party; 


 


(b)     Investments
in cash and Cash Equivalents;


 


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(c)     deposits
made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 7.2;


 


(d)     Hedge
Agreements permitted pursuant to Section 7.1;


 


(e)     Investments
made after the Closing Date by the Borrower or any Subsidiary thereof in the form of Permitted Acquisitions to the extent that
any Person or Property directly or indirectly acquired in such acquisition becomes a part of the Borrower or a Subsidiary Guarantor
or is required to become and becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner
contemplated by Section 6.14;


 


(f)     Investments
in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate amount
not to exceed at any time outstanding $250,000 (determined without regard to any write-downs or write-offs of such loans or advances);


 


(g)     Investments
made after the Closing Date in the form of Restricted Payments permitted pursuant to Section 7.6;


 


(h)     Guarantee
obligations permitted pursuant to Section 7.1;


 


(i)     Investments
made by the Borrower or any of its Subsidiaries after the Closing Date in Affiliates of Holdings or any of its Subsidiaries not
otherwise permitted pursuant to this Section 7.3 in an aggregate amount not to exceed $7,500,000 at any time outstanding;
provided that, immediately before and immediately after giving pro forma effect to any such Investments, no Default or
Event of Default shall have occurred and be continuing;


 


(j)     Investments
made by the Borrower or any of its Subsidiaries after the Closing Date not otherwise permitted pursuant to this Section 7.3
in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply
to this Section 7.3(j), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating
in reasonable detail the amount of the Available Amount immediately prior to such election and the amount thereof elected to be
so applied; provided that (w) no Default or Event of Default exists or would result therefrom, (x) at the time that any
such Investment is made (and immediately after giving effect thereto), the Borrower shall be in compliance with the financial
covenants contained in Section 7.15, determined on a Pro Forma Basis for the calculation period most recently ended on
or prior to the date of the respective Investment, (y) at the time of the making of such Investment and after giving effect thereto,
the Borrower shall have at least $10,000,000 of Liquidity and (z) prior to the making of such Investment, the Borrower shall have
delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower, certifying to the best
of such officer’s knowledge, compliance with the requirements of preceding clauses (w) through (y), and containing
the calculations (in reasonable detail) required by preceding clauses (x) and (y); and


 


(k)     intercompany
Indebtedness permitted under Section 7.1(g).


 


For
purposes of determining the amount of any Investment outstanding for purposes of this Section 7.3, such amount shall be
deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases
in the value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return
of capital in respect thereof (not to exceed the original amount invested).


 



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For
the purpose of this Section 7.3, (i) “Investments” shall include the portion (proportionate to Holdings’
equity interest in a Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of
such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary (provided, however, that
upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Holdings shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) Holdings’ “Investment”
in such Unrestricted Subsidiary at the time of such redesignation less (y) the portion (proportionate to Holdings’
equity interest in such Unrestricted Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at
the time that such Unrestricted Subsidiary is so redesignated a Subsidiary) and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as evidenced by a resolution of
the Board of Directors of Holdings certified by a Responsible Officer of Holdings in an officers’ certificate to the Administrative
Agent.


SECTION
7.4      Fundamental Changes.   Merge, consolidate or enter into any similar combination
with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series
of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:


(a)
     (i) any Wholly-Owned Subsidiary of Holdings (other than the Borrower) may be merged, amalgamated
or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii)
any Wholly-Owned Subsidiary of Holdings (other than the Borrower) may be merged, amalgamated or consolidated with or into any
Wholly-Owned Subsidiary Guarantor (provided that the Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving
entity or simultaneously with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary Guarantor
and the Borrower shall comply with Section 6.14 in connection therewith);


(b)
     (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated
with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic
Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary
that is a Domestic Subsidiary;


(c)
     any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation,
dissolution, winding up or otherwise) to the Borrower or any Wholly-Owned Subsidiary Guarantor; provided that, with respect
to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market
value of such assets;


(d)
     (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially
all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary
and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon
voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary that is a Domestic Subsidiary;


(e)
     any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned
Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted
pursuant to Section 7.3(e)); provided that, in the case of any merger involving a Wholly-Owned Subsidiary that is
a Domestic Subsidiary, (i) a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously
with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary Guarantor and the Borrower shall
comply with Section 6.14 in connection therewith; and


 



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 (f)
     any Acquired Entity may be merged, amalgamated or consolidated with or into the Borrower or any
of its Subsidiaries in connection with a Permitted Acquisition in a manner consistent with the definition of “Acquired Entity”.


SECTION
7.5      Asset Dispositions. Make any Asset Disposition except:


(a)
     the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of Holdings
or any of its Subsidiaries;


(b)
     non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of
business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of Holdings
and its Subsidiaries;


(c)
     leases, subleases, licenses or sublicenses of real or personal property granted by Holdings or any
of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property
or interfering in any material respect with the business of Holdings or any of its Subsidiaries;


(d)
     Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements
of Section 2.4(b) are complied with in connection therewith;


(e)
     Assets Dispositions in connection with transactions permitted by Section 7.4; and


(f)
     Asset Dispositions not otherwise permitted pursuant to this Section 7.5; provided
that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition,
(ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent
(75%) in cash; provided that the amount of: (x) any liabilities (as shown on Holdings’ or the applicable Subsidiary’s
most recent balance sheet) of Holdings or any Subsidiary thereof (other than contingent liabilities and liabilities that are by
their terms subordinated to the Obligations or Indebtedness of Holdings or such Subsidiary that is unsecured or secured by a Lien
junior in priority to the Liens securing the Obligations (including the Indebtedness under the Second Lien Term Loan Facility))
that are assumed by the transferee of any such assets and with respect to which Holdings or such Subsidiary is unconditionally
released from further liability and (y) any securities received by Holdings or the applicable Subsidiary from such transferee
that are converted within sixty (60) days by Holdings or such Subsidiary into cash or Cash Equivalents (to the extent of the cash
or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (ii), and (iii)
the aggregate fair market value of all property disposed of after the Closing Date in reliance on this clause (f) shall
not exceed $15,000,000.


SECTION
7.6      Restricted Payments. Declare or pay any dividend on, or make any payment or other
distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets
for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity
Interests of Holdings or any Subsidiary thereof (or any Unrestricted Subsidiary thereof, to the extent an Investment was made
by Holdings or a Subsidiary in such Unrestricted Subsidiary pursuant to Section 7.3 the amount of which Investment
would not otherwise be permitted by this Section 7.6 to be made as a Restricted Payment by such Person), or make any
distribution of cash, property or assets to the holders of shares of any Equity Interests of Holdings or any Subsidiary
thereof (or any Unrestricted Subsidiary thereof, to the extent an Investment was made by Holdings or a Subsidiary in such
Unrestricted Subsidiary pursuant to Section 7.3 the amount of which Investment would not otherwise be permitted by
this Section 7.6 to be made as a Restricted Payment by such Person) (all of the foregoing, “Restricted
Payments”); provided that any designation of a Subsidiary as an Unrestricted Subsidiary to facilitate the
making of a dividend or other distribution or payment that would have been a Restricted Payment had such Unrestricted
Subsidiary remained a Subsidiary shall be deemed to be a Restricted Payment for purposes of this Agreement; provided, further,
that:


 



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(a)
     so long as no Default or Event of Default has occurred and is continuing or would result therefrom,
Holdings or any of its Subsidiaries may pay dividends in shares of its own Qualified Equity Interests;


(b)
     any Subsidiary of Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor (and,
if applicable, to other holders of its outstanding Qualified Equity Interests on a pro rata basis);


(c)
     (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any
other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests
on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other
Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis);


(d)
     Borrower may make cash Restricted Payments to Holdings (and Holdings may make cash Restricted Payments
in a like amount to Parent) on any date in an amount not to exceed $6,000,000 in the aggregate since the Closing Date, so long
as (i) no Default or Event of Default then exists or would result therefrom, (ii) at the time that any such Restricted Payment
is made (and immediately after giving effect thereto), the Borrower shall be in compliance with the financial covenants contained
in Section 7.15, determined on a Pro Forma Basis for the calculation period most recently ended on or prior to the date
of payment of the applicable Restricted Payment, (iii) the aggregate amount of Restricted Payments made under this Section
7.6(d) shall not exceed $1,500,000 in any calendar year, (iv) such cash Restricted Payments are used exclusively (A) to pay
ordinary course general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary
salary, bonus and other benefits payable to directors, officers and employees of Parent or Holdings), (B) to pay audit and other
accounting and reporting expenses of Parent or Holdings and (C) for the payment of insurance premiums to the extent attributable
to Parent or Holdings, but excluding in the case of each of clauses (A) through (C), the portion of any such amount, if any, that
is attributable to the ownership or operations of any subsidiary of Parent other than Holdings and its Subsidiaries; and (v) prior
to the payment of such Restricted Payment, Holdings shall have delivered to the Administrative Agent a certificate executed by
a Responsible Officer of Holdings, certifying to the best of such officer’s knowledge compliance with the requirements of
preceding clauses (i) through (iv), and containing the calculations (in reasonable detail) required by preceding
clauses (ii) through (iv);


(e)
     so long as no Default or Event of Default has occurred and is continuing or would result therefrom,
Borrower may declare and make Restricted Payments to Holdings (and Holdings may make cash Restricted Payments in a like amount
to Parent) so that Parent may redeem, retire or otherwise acquire shares of its Equity Interests or options or other equity or
phantom equity in respect of its Equity Interests from present or former officers, employees, directors or consultants (or their
family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments to such Persons
in connection with the death, disability or termination of employment or consultancy of any such officer, employee, director or
consultant (A) to the extent that such purchase is made with the Net Cash Proceeds of any offering of Qualified Equity Interests
of or capital contributions to Holdings or Parent (provided that, in the case of any offering of Qualified Equity Interests
of or capital contributions to Holdings or Parent, the Net Cash Proceeds thereof shall be immediately contributed to the Borrower)
or (B) otherwise in an amount not to exceed $3,500,000 in the aggregate since the Closing Date;


 



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(f)
     so long as no Default or Event of Default has occurred and is continuing or would result therefrom,
Borrower may declare and make Restricted Payments to Holdings (and Holdings may make cash Restricted Payments in a like amount
to Parent) in an aggregate amount equal to the lesser of (x) the amount of cash interest due and payable as of such date under
the Parent PIK Toggle Facility in accordance with the terms thereof as in effect on the Closing Date and (y) the portion, if any,
of the Available Amount on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written
notice of a Responsible Officer of Holdings calculating in reasonable detail the amount of the Available Amount immediately prior
to such election and the amount thereof elected to be so applied, in the case of each of clauses (x) and (y), solely
to the extent that Holdings concurrently makes Restricted Payments in such amount to Parent and such Restricted Payments are concurrently
used by Parent to pay such cash interest then due and payable under the Parent PIK Toggle Facility in accordance with the terms
thereof as in effect on the Closing Date; provided that the Consolidated Total Leverage Ratio calculated on a Pro Forma
Basis is no greater than 4.50 to 1.00; and


(g)
     for each taxable year that the Borrower is included in the consolidated U.S. federal income
tax return of Holdings or Parent, Borrower may distribute to Holdings (and, if Borrower is included in the consolidated U.S.
federal income tax return of Parent for such taxable year, Holdings shall concurrently distribute to Parent) an amount in
respect of such taxable year not to exceed the lesser of (i) the amount of income taxes (including U.S. federal and any state
and local income taxes) actually paid or payable by Holdings or Parent, as applicable, in respect of such taxable year and
(ii) the amount of income taxes (including U.S. federal and any state and local income taxes) that the Borrower and its
Subsidiaries would have paid as a stand-alone consolidated group with the Borrower as parent of such group; provided
that an amount equal to the amount of any such distributions is or has been used to discharge such tax
obligations.


SECTION
7.7      Transactions with Affiliates. Directly or indirectly enter into any transaction, including
any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or
similar fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of, Holdings or any of its
Subsidiaries or (b) any Affiliate of any such officer, director or holder, other than:


(i)
     transactions permitted by Sections 7.3(f) and 7.6;


(ii)
     transactions existing on the Closing Date and described on Schedule 7.7;


(iii)     
transactions among NATC Parties;


(iv)
     other transactions on terms as favorable as would be obtained by it in a comparable arm’s-length
transaction with an independent, unrelated third party as determined, (x) with respect to any transaction or series of related
transactions involving consideration of less than $2,500,000, in the reasonable, good faith judgment of Holdings, (y) with respect
to any transaction or series of related transactions involving consideration of at least $2,500,000 and less than $5,000,000,
in good faith by the Board of Directors (or equivalent governing body) of Holdings and (z) with respect to any transaction or
series of related transactions involving consideration of $5,000,000 or more, in a written opinion from an independent investment
banking firm of nationally recognized standing;


(v)
     employment and severance arrangements (including equity incentive plans and employee benefit plans
and arrangements) with their respective officers and employees in the ordinary course of business; and


 



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(vi)
     payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit
of, directors, officers and employees of Holdings and its Subsidiaries in the ordinary course of business to the extent attributable
to the ownership or operation of Holdings and its Subsidiaries.


SECTION
7.8      Accounting Changes; Organizational Documents.


(a)
     Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any material
change in its accounting treatment and reporting practices except as required by GAAP.


(b)
     Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational
documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or
interests of the Lenders.


SECTION
7.9      Payments and Modifications of Certain Indebtedness.


(a)
     Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement
of) any of the terms or provisions of any Second Lien Term Loan Document or the documentation governing any Permitted Refinancing
thereof or any Subordinated Indebtedness in any respect which would materially and adversely affect the rights or interests of
the Administrative Agent and Lenders hereunder other than as permitted by the terms of the Second Lien Intercreditor Agreement.


(b)
     Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including (x)
by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and
(y) at the maturity thereof) any Subordinated Indebtedness, unsecured Indebtedness or Indebtedness (other than under the ABL Facility)
secured by Liens that are junior to those securing the Obligations, except:


(i)
     refinancings, refundings, renewals, extensions or exchange of any such Indebtedness permitted by
Section 7.1(c), (e), (g), (i), (k) or (m) and by any subordination provisions applicable
thereto;


(ii)
     payments and prepayments of any such Indebtedness made solely with the proceeds of (x) Qualified
Equity Interests of Holdings or (y) Qualified Equity Interests of Parent that have been contributed to Holdings;


(iii)
     (x) mandatory prepayments in respect of Indebtedness incurred under Section 7.1(m) to the
extent declined by the Lenders pursuant to Section 2.4(b)(vi) and (y) the payment of regularly scheduled principal, interest,
expenses and indemnities in respect of Indebtedness incurred under Section 7.1(c), (e), (g), (i),
(k) or (m) (other than any such payments prohibited by any subordination provisions applicable thereto); and


(iv)
     other payments and prepayments of such Indebtedness in an aggregate amount equal to the portion,
if any, of the Available Amount on such date that the Borrower elects to apply to this paragraph, such election to be specified
in a written notice of a Responsible Officer of Holdings calculating in reasonable detail the amount of the Available Amount immediately
prior to such election and the amount thereof elected to be so applied; provided that (i) no Default or Event of Default
has occurred and is continuing or would result therefrom, (ii) the Consolidated First Lien Leverage Ratio calculated on a Pro
Forma Basis shall be no greater than 3.50 to 1.00, (iii) at the time that any such payment or prepayment is made (and immediately
after giving effect thereto), the Borrower shall be in compliance with the financial covenants contained in Section 7.15,
determined on a Pro Forma Basis for the calculation period most recently ended on or prior to the date of such payment or prepayment
and (iv) after giving effect to such payment or prepayment, the Borrower shall have at least $10,000,000 of Liquidity.


 



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SECTION
7.10      No Further Negative Pledges; Restrictive Agreements.


(a)
     Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation
or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, to secure the Obligations, except
(i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to the Intercreditor Agreements, (iii) pursuant to
any document or instrument governing Indebtedness incurred pursuant to Section 7.1(d) (provided that any such restriction
contained therein relates only to the asset or assets financed thereby), (e) (provided that any such restriction
contained therein relates only to the assets acquired in any such acquisition referred to therein) or (k) (provided that any such restriction contained therein relates only to the assets of Non-Guarantor Subsidiaries) and (iv) customary restrictions
contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date.


(b)
     Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any NATC Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any NATC Party
or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits,
(ii) pay any Indebtedness or other obligation owed to any NATC Party or (iii) make loans or advances to any NATC Party, except
in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents,
(B) Applicable Law or (C) Indebtedness incurred under Section 7.1(c) or (e).


(c)
     Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any NATC Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any
NATC Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or
extensions thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement
and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section
7.1(c), (d) (provided that any such restriction contained therein relates only to the asset or assets acquired
in connection therewith) or (e) (provided that any such restriction contained therein relates only to the assets
acquired in any such acquisition referred to therein), (D) obligations that are binding on a Subsidiary at the time such Subsidiary
first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming
a Subsidiary, (E) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is
permitted pursuant to Section 7.5) that limit the transfer of such Property pending the consummation of such sale, (F)
customary restrictions in leases, subleases, licenses and sublicenses otherwise permitted by this Agreement so long as such restrictions
relate only to the assets subject thereto and (G) customary provisions restricting assignment of any agreement entered into in
the ordinary course of business.


SECTION
7.11      Nature of Business.    Engage in any business other than the business
conducted by the Borrower and its Subsidiaries as of the Closing Date and business activities reasonably related or ancillary
thereto or that are reasonable extensions thereof.


 



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SECTION
7.12      Amendments of ABL Loan Documents; Amendments of Other Documents.


(a)
     Amend, modify, waive or supplement (or permit modification, amendment, waiver or supplement of)
any of the terms or provisions of the ABL Loan Documents or the documents in respect of any Permitted Refinancing thereof, or
enter into any Permitted Refinancing of the ABL Facility or any Permitted Refinancing thereof, in any respect which would (or
if such Permitted Refinancing would) (1) increase the sum of (x) the then outstanding aggregate principal amount of the loans
outstanding under the ABL Credit Agreement (including, if any, any undrawn portion of any commitment under the ABL Credit Agreement)
and (y) the aggregate face amount of any letters of credit issued under the ABL Credit Agreement and not reimbursed, to an amount
in excess of the aggregate amounts permitted under Section 7.1(l), (2) increase the applicable margin or similar component
of the interest rate or other component of the yield with respect to loans under the ABL Loan Documents by more than 3.0% (collectively)
above the yield with respect to loans under the ABL Loan Documents as in effect on the Closing Date (excluding increases resulting
from (A) application of any pricing grid set forth in the ABL Loan Documents as in effect on the Closing Date, (B) the accrual
of interest at the default rate under the ABL Loan Documents as in effect on the Closing Date, (C) payment of any underwriting,
arrangement or similar fees that are not payable to all holders of the ABL Obligations in their capacity as lenders, or (D) payment
of any amendment, waiver, structuring or other similar fees), (3) shorten the maturity date of any ABL Obligations (other than
any acceleration of the maturity date as the result of any event of default under the ABL Loan Documents) or require any amortization
of the ABL Obligations prior to the maturity date for such ABL Obligations (excluding any voluntary prepayment or mandatory prepayment
pursuant to the ABL Loan Documents as in effect on the date hereof or in connection with the repayment of any overadvance or protective
advance) or (4) increase the advance rates under the Borrowing Base (as defined in the ABL Credit Agreement) above the advance
rates in effect on the Closing Date.


(b)
     Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement
of) any of the terms or provisions of (i) the Bollore Distribution Agreements in any respect which would reasonably be expected
to have a Material Adverse Effect or would materially and adversely affect the rights or interests of the Administrative Agent
and the Lenders hereunder, without the prior written consent of the Required Lenders or (ii) any other Material Contract (other
than the ABL Loan Documents) in any respect which would reasonably be expected to have a Material Adverse Effect or would materially
and adversely affect the rights or interests of the Administrative Agent and the Lenders hereunder, without the prior written
consent of the Administrative Agent.


SECTION
7.13      Sale Leasebacks.    Enter into any arrangement, directly or indirectly,
with any Person whereby it shall sell or transfer any Property, real or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other Property which it intends to use for substantially
the same purpose or purposes as the Property being sold or transferred unless (a) the sale or transfer of such Property is permitted
by Section 7.5 and (b) any Indebtedness or Liens arising in connection therewith are permitted by Sections 7.1 and
7.2, as the case may be.


SECTION
7.14      Limitations on Holdings.


(a)
     Own or otherwise hold any Property other than (i) the Equity Interests of the Borrower, (ii) Investments
permitted hereunder, (iii) minute books and other corporate books and records of Holdings and (iv) other miscellaneous non-material
assets;



(b)
     Have any liabilities other than (i) the liabilities under the Loan Documents, the ABL Loan Documents
and the Second Lien Term Loan Documents and, in each case, the documents in respect of any Permitted Refinancing thereof, (ii)
tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 7.1 and customary
liabilities related thereto, (iv) corporate, administrative and operating expenses in the ordinary course of business (including
any liabilities arising in the ordinary course of business in respect of any Multiemployer Plan in respect of which Holdings may
be an ERISA Affiliate) and (v) liabilities in respect of Investments expressly permitted pursuant to Section 7.3, Asset
Dispositions expressly permitted pursuant to Section 7.5, Restricted Payments expressly permitted pursuant to Section
7.6, and transactions expressly permitted pursuant to clauses (ii), (iii), (v) and (vi) of Section
7.7; or


 



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(c)
     Engage in any activities or business other than (i) issuing shares of its own Qualified Equity Interests
and (ii) holding the assets and incurring the liabilities described in this Section 7.14 and activities incidental and
related thereto.


SECTION
7.15      Financial Covenants.


(a)
     Consolidated Total Leverage Ratio.    As of the last day of any fiscal quarter
ending during the periods specified below, permit the Consolidated Total Leverage Ratio to be greater than the corresponding ratio
set forth below.


 


	Period	Maximum
    Ratio
	Closing Date through March 31, 2015	6.50 to 1.00
	April 1, 2015 through September 30,
    2016	6.25 to 1.00
	October 1, 2016 through September 30,
    2017	6.00 to 1.00
	October 1, 2017 through September 30,
    2018	5.75 to 1.00
	October 1, 2018 and thereafter	5.50 to 1.00


(b)
     Consolidated Fixed Charge Coverage Ratio. As of the last day of any fiscal quarter, permit
the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 to 1.00.


SECTION
7.16      Designation of Unrestricted Subsidiaries; Limitation on Creation of Subsidiaries. (a)
Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, and will not permit any of its Subsidiaries
to, establish, create or acquire after the Closing Date any Unrestricted Subsidiary, except to the extent that (i) such establishment,
creation or acquisition constitutes an Investment permitted under Section 7.3(j), (ii) such Unrestricted Subsidiary meets
all of the requirements of the definition thereof and (iii) the Equity Interests of such Unrestricted Subsidiary, to the extent
owned by a NATC Party, are promptly pledged pursuant to, and to the extent required by, the Guaranty and Security Agreement and
the certificates, if any, representing such Equity Interests, together with stock or other appropriate powers duly executed in
blank, are delivered to the Administrative Agent.


(b)
     Notwithstanding anything to the contrary contained in this Agreement, Holdings will not directly
own any Equity Interests other than (i) its own treasury securities and (ii) Equity Interests in the Borrower.


SECTION
7.17      Parent Negative Pledge.    Notwithstanding anything to the contrary contained
in this Agreement, Parent will not create, incur, assume or permit to exist any Lien securing any Indebtedness or other obligations
of Parent on any property or asset now owned or hereafter acquired by it (other than Liens of the type described in Sections
7.2(c), (d), (e), (f), (g), (l), (m) and (n)).


 



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ARTICLE
VIII


DEFAULT
AND REMEDIES


SECTION
8.1      Events of Default. Each of the following shall constitute an Event of Default:


(a)
     Default in Payment of Principal of Loans. The Borrower shall default in any payment of principal
of any Loan when and as due (whether at maturity, by reason of acceleration or otherwise).


(b)
     Other Payment Default. The Borrower or any other Credit Party shall default in the payment
when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or the payment of any other
Obligation, and such default shall continue for a period of three (3) Business Days.


(c)
     Misrepresentation. Any representation, warranty, certification or statement of fact made
or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or
in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications
shall be incorrect or misleading in any respect when made or deemed made, or any representation, warranty, certification or statement
of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document,
or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect
qualifications shall be incorrect or misleading in any material respect when made or deemed made.


(d)
     Default in Performance of Certain Covenants. Any Credit Party shall default in the performance
or observance of any covenant or agreement contained in Sections 6.1, 6.2(a), 6.3(a), 6.4 (only with
respect to corporate existence) or 6.15, or Article VII.


(e)
     Default in Performance of Other Covenants and Conditions. Any Credit Party shall default
in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically
provided for in this Section 8.1) or any other Loan Document and such default shall continue for a period of thirty (30)
days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible
Officer of any Credit Party having obtained knowledge thereof.


(f)
     Indebtedness Cross-Default. Any NATC Party or any Subsidiary thereof shall (i) default in
the payment of any Indebtedness (other than the Loans) the aggregate principal amount (including undrawn committed or available
amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond
the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default
in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans) the aggregate
principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination
Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating
thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause,
with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity
(any applicable grace period having expired); provided that no such event under the ABL Facility shall constitute an Event
of Default under this Section 8.1(f) until the earliest to occur of (x) the date that is thirty (30) days after such event
or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness
under the ABL Facility or the termination of any commitment thereunder and (z) the exercise of any remedies by the ABL Administrative
Agent in respect of any Collateral (provided that the following shall not constitute an exercise of remedies: (A) cash
sweeps that are permitted pursuant to the terms of the ABL Loan Documents relating to dominion over bank accounts, (B) the establishment
of borrowing base reserves, collateral ineligibles, or other conditions for advances, (C) the changing of advance rates or advance
sublimits, (D) the imposition of a default rate or late fee and (E) the cessation of lending pursuant to the provisions of the
ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the
commitments under the ABL Loan Documents have not been terminated or suspended).


 



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(g)
     Change in Control. Any Change in Control shall occur.


(h)
     Voluntary Bankruptcy Proceeding. Any Credit Party or any Material Subsidiary shall (i) commence
a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii)
consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any
Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or
the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for
the benefit of creditors, or (vii) take any corporate action authorizing any of the foregoing.


(i)
     Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against
any Credit Party or any Material Subsidiary in any court of competent jurisdiction seeking (i) relief under any Debtor Relief
Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Material Subsidiary
or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue
without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case
or proceeding (including an order for relief under such federal bankruptcy laws) shall be entered.


(j)
     Failure of Agreements.


(i)
     Guaranty. The obligation of any Guarantor under the guaranty contained in the Guaranty and
Security Agreement or the obligation of Parent under the guaranty contained in the Parent Guaranty is limited or terminated by
operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);


(ii)
     Security Documents. The Guaranty and Security Agreement or any other Loan Document that purports
to create a Lien shall, for any reason, fail or cease to create a valid and perfected and, other than Permitted Prior Liens, first
priority Lien in and upon any significant portion of the Collateral, except as a result of a disposition of the applicable Collateral
in a transaction permitted under this Agreement; or


(iii)

    Loan Documents. Any Loan Document shall at any time for any reason be declared to be invalid or unenforceable, or a proceeding
shall be commenced by a Credit Party or any of its Subsidiaries, or by any Governmental Authority having jurisdiction over a Credit
Party or any of its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Credit Party or any of
its Subsidiaries shall deny that such Credit Party or such Subsidiary has any liability or obligation purported to be created
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(k)
     ERISA Events. The occurrence of any of the following events, in each case except as could
not reasonably be expected to have a Material Adverse Effect: (i) any NATC Party or any ERISA Affiliate fails to make full payment
when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any NATC Party or
any ERISA Affiliate is required to pay as contributions thereto, (ii) a Termination Event or (iii) any NATC Party or any ERISA
Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer
Plan.


(l)
     Judgment. A judgment or order for the payment of money which causes the aggregate amount
of all such judgments or orders (net of any amounts paid or fully covered by independent third party insurance as to which the
relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered against any NATC Party or
any Subsidiary thereof by any court and either (i) there is a period of sixty (60) consecutive days at any time after the entry
of any such judgment, order, or award during which (A) the same is not discharged, satisfied, vacated, or bonded pending appeal,
or (B) a stay of enforcement thereof is not in effect, or (ii) enforcement proceedings are commenced upon such judgment, order,
or award.


SECTION
8.2      Remedies. Upon the occurrence and during the continuance of an Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall:


(a)
     Acceleration; Termination of Term Facility. Declare the principal of and interest on the
Loans at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement
or any of the other Loan Documents and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately
become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by
each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Term
Facility and the Commitments and any right of the Borrower to request borrowings thereunder; provided that, upon the occurrence
of an Event of Default specified in Section 8.1(h) or (i), the Term Facility and the Commitments shall be automatically
terminated and all Obligations shall automatically become due and payable without presentment, demand, declaration, protest or
other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan
Document to the contrary notwithstanding.


(b)
     General Remedies. Exercise on behalf of the Secured Parties any or all of its other rights
and remedies under this Agreement, the other Loan Documents and Applicable Law.


SECTION
8.3      Rights and Remedies Cumulative; Non-Waiver; Etc.


(a)
     The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth
in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or
remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition
to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in
equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising
any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power
or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be
construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the
Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement
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(b)
     Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of
them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.2 for the benefit of
all the Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and
under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.4 (subject
to the terms of Section 3.6), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i)
the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and
(ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section
3.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as
authorized by the Required Lenders.


SECTION
8.4      Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated
pursuant to Section 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement
or any other Loan Document, all payments received on account of the Obligations and all net proceeds from the enforcement of the
Obligations shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent as follows:


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Administrative Agent in its capacity as such;


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective
amounts described in this clause Second payable to them;


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders
in proportion to the respective amounts described in this clause Third payable to them;


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Fourth payable to them; and


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Applicable Law or the Intercreditor Agreements.


SECTION
8.5      Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise:


(a)
     to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Sections 3.3 and 10.3) allowed in such judicial
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(b)
     to collect and receive any monies or other property payable or deliverable on any such claims and
to distribute the same;


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 3.3 and 10.3.


SECTION
8.6      Credit Bidding.


(a)
     Subject to the Intercreditor Agreements, the Administrative Agent, on behalf of itself and the Lenders,
with the consent (or at the direction) of the Required Lenders, shall have the right to credit bid and purchase for the benefit
of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Administrative
Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted
under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization,
or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance
with Applicable Law.


(b)
     Each Lender hereby agrees that, except as otherwise provided in any Loan Document or with the written
consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations
under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure
sales, UCC sales or other similar dispositions of Collateral.


SECTION
8.7      Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in
Sections 8.1 and 8.2:


(a)
     For the purpose of determining whether an Event of Default under Section 7.15 has occurred,
the Borrower may on one or more occasions designate any portion of the Net Cash Proceeds from (x) a sale or issuance of Qualified
Equity Interests of Holdings (other than to any Subsidiary of Holdings) that is actually received by the Borrower or, without
duplication, any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase
to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) such amounts to be designated (i) are actually
received by the Borrower after the end of such fiscal quarter and before the tenth (10th) Business Day after the date
on which financial statements are required to be delivered with respect to such fiscal quarter (the “Cure Expiration
Date”) and (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.15
as of such date, (B) the Borrower prepays the Loans pursuant to Section 2.4(b)(i)(y) in an amount equal to the Cure Amount; provided
that no such prepayment shall be counted as reducing Indebtedness for the purpose of determining whether an Event of Default
under Section 7.15 for the period with respect to which the applicable Cure Amount has been contributed has been cured
as provided in this Section 8.7 and (C) the Borrower shall have provided notice to the Administrative Agent that such amounts
are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery
of an Officer’s Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated
as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default
under Section 7.15 is less than the full amount of such originally designated amount). The Cure Amount used to calculate
Consolidated EBITDA for a given fiscal quarter shall be used and included when calculating Consolidated EBITDA for each test period
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(b)
     The parties hereby acknowledge that this Section 8.7, and any Cure Amount received by the
Borrower, may not be relied upon for any purpose other than determining compliance with Section 7.15, including for purposes
of determining compliance with Section 7.15 on a Pro Forma Basis when required by any other provision of this Agreement
or for determining the availability of any baskets, the level of any interest margins or mandatory prepayments or for any other
purpose under this Agreement.


(c)
     In furtherance of Section 8.7(a), upon actual receipt and designation of the Cure Amount
by the Borrower, the applicable covenant under Section 7.15 shall be deemed retroactively cured with the same effect as
though there had been no failure to comply with such covenant under such Section 7.15 and any Event of Default under Section
7.15 shall be deemed not to have occurred for purposes of the Loan Documents.


(d)
     (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters
in which no cure right set forth in this Section 8.7 is exercised and (ii) there shall be no pro forma reduction in Indebtedness
with the Cure Amount for determining compliance with Section 7.15 for the fiscal quarter with respect to which such Cure
Amount was made.


(e)
     There may be no more than four fiscal quarters in which the cure rights set forth in this Section
8.7 are exercised during the term of the Term Facility.


ARTICLE
IX


THE
ADMINISTRATIVE AGENT


SECTION
9.1      Appointment and Authority.


(a)
     Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. Except for Section 9.6, the provisions of this Article IX are solely
for the benefit of the Administrative Agent and the Lenders, and neither Holdings nor any Subsidiary or Affiliate thereof shall
have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
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(b)
     The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of
such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the NATC Parties
to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including to
enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection,
the Administrative Agent as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appoin ted by the
Administrative Agent pursuant to this Article IX for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of
the Administrative Agent, shall be entitled to the benefits of all provisions of Articles IX and X (including Section
10.3), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents
as if set forth in full herein with respect thereto.


SECTION
9.2      Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.
Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


SECTION
9.3      Exculpatory Provisions.


(a)
     The Administrative Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting
the generality of the foregoing, the Administrative Agent:


(i)
     shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or
Event of Default has occurred and is continuing;


(ii)
     shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is
required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of
the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any Debtor Relief Law; and


(iii)
     shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Subsidiaries
or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in
any capacity.


(b)
     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or
as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section
10.2 and Section 8.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court
of competent jurisdiction by final non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of
any Default or Event of Default unless and until notice specifying itself as a “Notice of Default” and describing
such Default or Event of Default is given to the Administrative Agent by Holdings, the Borrower or a Lender.


 



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(c)
     The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


SECTION
9.4      Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it
to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Holdings or the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.


SECTION
9.5      Delegation of Duties. The Administrative Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the Term Facility as well as activities as Administrative Agent. The Administrative
Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent
jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents.


SECTION
9.6      Resignation of Administrative Agent.


(a)
     The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower,
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States; provided that, unless an Event of Default has occurred and is continuing, such successor shall be
reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or
such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting
the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in
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(b)
     If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing
to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a
successor; provided that, unless an Event of Default has occurred and is continuing, such successor shall be
reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the
“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date.


(c)
     With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1)
the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under
any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until
such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or
removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed
Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the
retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.3 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent
was acting as Administrative Agent.


SECTION
9.7      Non-Reliance on the Arrangers, the Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender
or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent, the Arrangers or any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Each Lender confirms that it has received a copy of this Agreement and the other Loan Documents, together with all exhibits and
schedules thereto, copies of the most recent financial statements referred to in Section 6.1 or delivered pursuant to Section
4.1(d) and such other documents and information as it has deemed appropriate. Each Lender acknowledges and agrees that none
of the Administrative Agent, either Arranger or any other Lender has made any representations or warranties concerning any Credit
Party, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender
has made such inquiries as it feels necessary concerning the Loan Documents, the Collateral and the Credit Parties.


 



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SECTION
9.8      No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication
agents, documentation agents, co-agents, arrangers or bookrunners shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder;
provided that, the Arrangers shall be express third party beneficiaries of Sections 3.3(b), 4.1(d)(iv), 9.7,
10.3(a), 10.3(b), 10.3(e), 10.3(f), 10.16(a), this Section 9.8 and the last paragraph
of Section 6.2.


SECTION
9.9      Collateral and Guaranty Matters.


(a)
     Each of the Lenders irrevocably authorizes the Administrative Agent:


(i)
     to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit
of the Secured Parties, under any Loan Document (A) upon the termination of the Commitments and payment in full of all Obligations
(other than contingent indemnification obligations), (B) that is sold or otherwise disposed of as part of or in connection with
any sale or other disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance
with Section 10.2;


(ii)
     to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any
Loan Document to the holder of any Lien permitted pursuant to Section 7.2(h) or 7.2(p) in accordance with the terms
of the Intercreditor Agreements; and


(iii)
     to release any Subsidiary Guarantor from its obligations under any Loan Documents (A) if such Person
ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (B) except after the occurrence and
during the continuance of a Default or Event of Default, if such Person is a Foreign Subsidiary and the guaranty by (or pledge
of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred
percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary results in a
material adverse tax consequence for the Borrower or results in a violation of Applicable Laws.


Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor
from its obligations under the Guaranty and Security Agreement pursuant to this Section 9.9. In each case as specified
in this Section 9.9, the Administrative Agent will, at the Borrower’s expense and upon delivery by the Borrower to
the Administrative Agent of an officer’s certificate from a Responsible Officer certifying that such release complies with
this Section 9.9, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security
Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty and
Security Agreement, in each case, in accordance with the terms of the Loan Documents and this Section 9.9. In the case
of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition
permitted pursuant to Section 7.5, the Liens created by any of the Security Documents on such property shall be automatically
released without need for further action by any person.


(b)
     The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into
any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or
perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith,
nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion
of the Collateral.






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ARTICLE
X


MISCELLANEOUS


SECTION
10.1      Notices.


(a)
     Notices Generally. Except in the case of notices and other communications expressly permitted
to be given by telephone (and except as provided in Section 10.1(b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by facsimile as follows: 


	 	 	 
	 	If to Parent, Holdings or the Borrower:	 
	 	 	 
	 	North Atlantic Holding Company, Inc. /	 
	 	NATC Holding Company, Inc. /	 
	 	North Atlantic Trading Company, Inc.	 
	 	5201 Interchange Way	 
	 	Louisville, Kentucky 40229	 
	 	Attention: General Counsel, c/o James Dobbins	 
	 	Telephone No.: (502) 774-9267	 
	 	Facsimile No.: (502) 774-9275	 
	 	E-mail: jdobbins@natcinc.net	 
	 	 	 
	 	With copies to:	 
	 	 	 
	 	Milbank, Tweed, Hadley & McCloy LLP	 
	 	One Chase Manhattan Plaza	 
	 	New York, New York 10005	 
	 	Attention: Blair Tyson	 
	 	Telephone No.: (212) 530-5233	 
	 	Facsimile No.: (212) 822-5233	 
	 	E-mail: btyson@milbank.com	 
	 	 	 
	 	If to Wells Fargo, as Administrative Agent:	 
	 	 	 
	 	Wells Fargo Bank, National Association	 
	 	MAC D1109 019	 
	 	125 West W.T. Harris Blvd.	 
	 	Charlotte, North Carolina 28262	 
	 	Attention: Syndication Agency Services	 
	 	Telephone No.: (704) 590-2703	 
	 	Facsimile No.: (704) 590-3481	 
	 	 	 
	 	With copies to:	 
	 	 	 
	 	Wells Fargo Bank, National Association	 
	 	MAC G0128-052	 
	 	171 17th Street
    N.W., 5th Floor	 	 
	 	Atlanta, Georgia 30363	 	 
	 	Attention of: Zachariah Corn	 	 
	 	Telephone No.: (404) 214-5082	 	 
	 	Facsimile No.: (404) 214-3861	 	 
	 	E-mail: zach.corn@wellsfargo.com	 	 
	 	 	 	 
	 	If to any Lender:	 	 
	 	 	 	 
	 	To the address set forth on the Register	 	 




 






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Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in Section 10.1(b) below, shall be effective
as provided in Section 10.1(b).


 


(b)
     Electronic Communications. Notices and other communications to the Lenders hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to
Article II if such Lender has notified the Administrative Agent that is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor;
provided that, in the case of each of clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have
been sent at the opening of business on the next Business Day for the recipient.


 


(c)
     Administrative Agent’s Office. The Administrative Agent hereby designates its office
located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice
to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made
and at which Loans will be disbursed.


 


(d)
     Change of Address, Etc. Any party hereto may change its address or facsimile number for notices
and other communications hereunder by notice to the Borrower and the Administrative Agent.


 


(e)
     Platform.


 


   (i)
     Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make
the Borrower Materials available to the Lenders by posting the Borrower Materials on the Platform.


 



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(ii)
      The Platform is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and
expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory,
including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom
from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s
transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have
any liability to any Credit Party, any Lender or any other Person for indirect, special, incidental, consequential or punitive
damages, losses or expenses (as opposed to actual damages, losses or expenses).


 


(f)
       Private Side Designation. Each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Applicable
Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion
of the Platform and that may contain Material Non-Public Information with respect to the Borrower or its securities for purposes
of United States Federal or state securities Applicable Laws. 


 


SECTION
10.2      Amendments, Waivers and Consents. Except as set forth below or as specifically provided
in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended
or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing
signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the
Administrative Agent and, in the case of an amendment, signed by Holdings and the Borrower; provided that no amendment,
waiver or consent shall:


 


(a)
        increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.2) or the amount of Loans required to be made by any Lender, in any case, without the written consent
of such Lender;


 


(b)
        waive, extend or postpone any date fixed by this Agreement or any other Loan Document
for any payment (it being understood that a waiver of a mandatory prepayment under Section 2.4(b) shall only require the
consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;


 


(c)
        reduce the principal of, or the rate of interest specified herein on, any Loan,
or (subject to clauses (ii) and (iii) of the proviso set forth in the paragraph below) any fees or other amounts
payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected
thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower
to pay interest at the rate set forth in Section 3.1(b) during the continuance of an Event of Default;


 




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(d)
        change Section 3.6 or Section 8.4 in a manner that would alter the
pro rata sharing of payments or order of application required thereby without the written consent of each Lender
directly and adversely affected thereby;


 


(e)
        change Section 2.4(b)(v) in a manner that would alter the order of application
of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;


 


(f)
        except as otherwise permitted by this Section 10.2 change any provision
of this Section 10.2 or reduce the percentages specified in the definitions of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;


 


(g)
        consent to the assignment or transfer by any Credit Party of such Credit Party’s
rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 7.4), in
each case, without the written consent of each Lender;


 


(h)
        release (i) Parent, (ii) Holdings, (iii) all of the Subsidiary Guarantors or (iv)
Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty and
Security Agreement or the Parent Guaranty, as applicable (other than as authorized in Section 9.9), without the written
consent of each Lender; or


 


(i)
        release all or substantially all of the Collateral or release any Security Document
(other than as authorized in Section 9.9 or as otherwise specifically permitted or contemplated in this Agreement or the
applicable Security Document) without the written consent of each Lender;


 


provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Arrangers in addition to the Lenders
required above, affect the rights or duties of any Arranger under this Agreement or any other Loan Document; (iii) the Engagement
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iv) the
Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto; (v) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this
Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any
other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and the requisite
percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.2
if such Class of Lenders were the only Class of Lenders hereunder at the time and (vi) the Administrative Agent and the Borrower
shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further
action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified
an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender or the amount of Loans required to be made by such Lender may not be increased or extended
without the consent of such Lender.


 






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Notwithstanding
anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf,
and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section
10.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably
deems appropriate in order to effectuate the terms of Section 2.5, 2.6 or 3.14 (including as applicable,
(1) to permit the Incremental Loans, Extended Loans or Refinancing Loans, as the case may be, to share ratably in the benefits
of this Agreement and the other Loan Documents and (2) to include the Incremental Loan Commitments or the Commitments in respect
of Extended Loans or Refinancing Loans or outstanding Incremental Loans, Extended Loans or Refinancing Loans in any determination
of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification
shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Relevant Percentage,
in each case, without the written consent of such affected Lender.


 


Notwithstanding
anything in this Section 10.2 to the contrary, this Agreement, including this Section 10.2, may be amended (or amended
and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more
additional credit facilities to this Agreement or to increase the size of the existing term loan facility and to permit the extensions
of credit from time to time outstanding thereunder or pursuant to such increase and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement (including the rights of the lenders under additional term facilities or the
Lenders providing such new loans to share ratably in prepayments pursuant to Section 2.04) and the other Loan Documents
with the Loans and the accrued interest and fees in respect thereof and (ii) to include, appropriately, the Lenders holding such
credit facilities or new loans in any determination of the Required Lenders.


 


SECTION
10.3      Expenses; Indemnity.


 


(a)
        Costs and Expenses. Holdings and the Borrower shall, and shall cause the
other Credit Parties to, jointly and severally, pay, promptly following written demand therefor (i) all reasonable out of pocket
expenses incurred by the Arrangers, the Administrative Agent and their respective Affiliates (including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent) in connection with the syndication of the Term Facility, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),(ii)
all out of pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent and the Lenders) in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its rights under this Section 10.3, or (B) in connection
with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans; provided that, in the case of this clause (ii), in no event shall the Borrower be responsible
for the fees and expenses of more than one counsel for the Administrative Agent or more than one counsel for the Lenders, collectively,
in each case, with respect to any occurrence, event or matter involving a loss, claim, damage or liability for which an indemnity
is otherwise required hereunder and (iii) all reasonable costs, fees and expenses of one financial advisor retained by the Lenders,
collectively, at any time after (x) an Event of Default under Section 8.1(a) or 8.1(b) has occurred and is continuing
or (y) any other Default or Event of Default has occurred and has been continuing for a period of at least 30 days.


 






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(b)
        Indemnification by the Borrower. Holdings and the Borrower shall indemnify
the Administrative Agent (and any sub-agent thereof), the Arrangers and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and
shall pay or reimburse any such Indemnitee for, any and all losses, claims (including any Environmental Claims and, for the avoidance
of doubt, including costs related to orders or requirements of Governmental Authorities, investigation and response costs and
consultant’s fees), penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements
of counsel for the Indemnitees) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of
their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including
the Transactions), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any
Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto,
or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative
Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the
Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby, including reasonable attorneys and consultant’s fees; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or any of its Related Parties; provided, further, that in no event shall
that Borrower be responsible for the fees and expenses of more than (x) one counsel for the Administrative Agent or the Arrangers
or more than one counsel for the Lenders and, in the case of any actual or perceived conflict of interest, additional counsel
to the affected Person or group of Persons, and (y) if necessary, one local counsel in each relevant jurisdiction and special
counsel and, in the case of any actual or perceived conflict of interest, additional local counsel and special counsel to the
affected Person or group of Persons, in each case, with respect to any occurrence, event or matter involving a loss, claim, damage
or liability for which an indemnity is otherwise required hereunder. This Section 10.3(b) shall not apply with respect
to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)
        Reimbursement by Lenders. To the extent that Holdings or the Borrower for
any reason fails to indefeasibly pay any amount required under Section 10.3(a) or (b) to be paid by it to the Administrative
Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total
Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share
of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect
of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in
its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)
in connection with such capacity. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions
of Section 3.7.


 


(d)
        Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable Law, the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee
referred to in Section 10.3(b) above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 




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(e)
        Payments. All amounts due under this Section 10.3 shall be payable
promptly after demand therefor. 


 


(f)
        Survival. Each party’s obligations under this Section 10.3
shall survive the termination of the Loan Documents and payment of the obligations hereunder.


 


SECTION
10.4    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and
each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by
Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate
to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower
or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or any of its Affiliates,
irrespective of whether or not such Lender or any such Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to
a branch or office of such Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated
on such indebtedness; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x)
all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Sections 3.13(a)(ii) and 8.4 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to
such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this
Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates
may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application;
provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


SECTION
10.5      Governing Law; Jurisdiction, Etc.


 


(a)
        Governing Law. This Agreement and the other Loan Documents and any claim,
controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this
Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions
contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.


 


(b)
        Submission to Jurisdiction. Holdings and the Borrower each irrevocably
and unconditionally agrees that it will not commence, and will not permit any Subsidiary to commence, any action, litigation or
proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative
Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the
transactions relating hereto or thereto in any forum other than the courts of the State of New York sitting in New York County,
and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each
of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in
respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest
extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative
Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document
against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.


 






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(c)
        Waiver of Venue. Holdings and the Borrower each irrevocably and unconditionally
waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue
of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in
Section 10.5(b). Holdings and the Borrower each hereby irrevocably waives, to the fullest extent permitted by Applicable
Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)
        Service of Process. Each party hereto irrevocably consents to service of
process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party
hereto to serve process in any other manner permitted by Applicable Law.


 


SECTION
10.6      Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.


 


SECTION
10.7      Reversal of Payments. To the extent any Credit Party makes a payment or payments to
the Administrative Agent for the benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral
which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable
cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall
be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.


 


SECTION
10.8      Injunctive Relief. Each of Holdings and the Borrower recognizes that, in the event it
fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove
to be inadequate relief to the Lenders. Therefore, each of Holdings and the Borrower agrees that the Lenders, at the Lenders’
option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 




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SECTION 10.9      Successors
and Assigns; Participations.


 


(a)
        Successors and Assigns Generally. The provisions of this Agreement and
the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective
successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer
any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of Section 10.9(b), (ii) by way of participation in accordance with the provisions of Section
10.9(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.9(e)
(and any other attempted assignment or transfer by any party hereto or thereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in Section 10.9(d) and, to the extent expressly contemplated
hereby, Indemnitees and the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.


 


(b)
        Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the
time owing to it); provided that, in each case, with respect to any Term Facility, any such assignment shall be subject
to the following conditions:


 


(i)
           Minimum Amounts.


 


(A)
        in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and/or the Loans at the time owing to it (in each case with respect to any Term Facility) or contemporaneous assignments
to related Approved Funds that equal at least the amount specified in Section 10.9(b)(i)(B) in the aggregate or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)
        in any case not described in Section 10.9(b)(i)(A), the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then
in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given
its consent five (5) Business Days after the date written notice thereof has been delivered to it by the assigning Lender (through
the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business
Day;


 


(ii)
       Proportionate Amounts. Each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan
or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion
of its rights and obligations among separate Classes on a non-pro rata basis;


 


(iii)
      Required Consents. No consent shall be required for any assignment except to the extent
required by Section 10.9(b)(i)(B) and, in addition:


 


(A)
        the consent of the Borrower (such consent not to be unreasonably withheld or delayed)
shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment (y) such assignment
is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the assignment is made in connection with the primary syndication
of the Term Facility and during the period commencing on the Closing Date and ending on the date that is ninety (90) days following
the Closing Date; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and


 






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(B)
        the consent of the Administrative Agent (such consent not to be unreasonably withheld
or delayed) shall be required for assignments in respect of the Loans to a Person who is not a Lender, an Affiliate of a Lender
or an Approved Fund.


 


(iv)
       Assignment and Assumption. The parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption or, in the case of any assignment by or to Standard General or the Borrower,
an Affiliated Lender Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment;
provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related
Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation
fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


 


(v)
        No Assignment to Certain Persons. No such assignment shall be made to (A)
Holdings, the Borrower or any of Holdings’ or the Borrower’s Subsidiaries, Unrestricted Subsidiaries or Affiliates,
except as provided below in Sections 10.9(f) and 10.9(g), or (B) any Defaulting Lender or any of its Subsidiaries,
or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause
(B).


 


(vi)          No
Assignment to Natural Persons. No such assignment shall be made to a natural Person.


 


(vii)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate)
its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations
of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this
paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until
such compliance occurs.


 






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Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.9(c), from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.8, 3.9, 3.10, 3.11 and 10.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 10.9(d) (other than a purported assignment
to a natural Person, Holdings, the Borrower or any of Holdings’ or the Borrower’s Subsidiaries or Affiliates, which
shall be null and void (unless such assignment is (x) to the Borrower and complies with the provisions of this Section 10.9 (including Section 10.9(f)) or (y) to Standard General and complies with the provisions of this Section 10.9
(including Section 10.9(g))).


 


(c)
        Register. The Administrative Agent, acting solely for this purpose as a
non-fiduciary agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment
and Assumption, each Affiliated Lender Assignment and Assumption, each Incremental Amendment, each Extension Amendment and each
Refinancing Amendment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower
and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time
and from time to time upon reasonable prior notice.


 


(d)
        Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Holdings,
the Borrower or any of Holdings’ or the Borrower’s Subsidiaries or Affiliates) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)
the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 10.3(c) with respect to any payments made by such Lender to its Participant(s).


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in Section 10.2(a), (b), (c) or (d) that
directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.9, 3.10 and 3.11 (subject to the requirements and limitations therein, including the requirements
under Section 3.11(g) (it being understood that the documentation required under Section 3.11(g) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.9(b); provided that such Participant (A) agrees to be subject to the provisions of Section 3.12 as if
it were an assignee under Section 10.9(b); and (B) shall not be entitled to receive any greater payment under Sections
3.10 or 3.11 with respect to any participation than its participating Lender would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense,
to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.12(b) with respect to
any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4
as though it were a Lender; provided that such Participant agrees to be subject to Section 3.6 as though it were
a Lender.


 






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Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)
        Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(f)
        Borrower Purchases. Notwithstanding anything to the contrary contained
in this Section 10.9 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, the Borrower may repurchase outstanding Loans on the following basis:


 


(i)
        the Borrower and the assigning Lender shall execute and deliver to the Administrative
Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;


 


(ii)
       on or prior to the date that occurs one year prior to the Maturity Date, the Borrower
may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the applicable Loans
of a given Class (such Loans, the “Offer Loans”); provided that (1) the Borrower delivers to the Administrative
Agent (for distribution to all Lenders) a notice of the aggregate principal amount of the Offer Loans that will be subject to
such Auction no later than 12:00 noon at least five (5) Business Days (or such shorter period as may be agreed to by the Administrative
Agent) in advance of a proposed consummation date of such Auction indicating (a) the date on which the Auction will conclude,
(b) the maximum principal amount of the Offer Loans the Borrower is willing to purchase in the Auction and (c) the range of discounts
to par at which the Borrower would be willing to repurchase the Offer Loans; (2) the maximum dollar amount of the Auction shall
be no less than $10,000,000 or whole multiples of $1,000,000 in excess thereof; (3) the Borrower shall hold the Auction open for
a minimum period of three (3) Business Days; (4) a Lender who elects to participate in the Auction may choose to tender all or
part of such Lender’s Offer Loans; (5) the Auction shall be made to all Lenders holding such Class of Offer Loans on a pro
rata basis in accordance with the respective principal amount then due and owing to such applicable Lenders; and (6) the Auction
shall be conducted pursuant to such procedures as the Administrative Agent may establish which are consistent with this Section
10.9 and are reasonably acceptable to the Borrower, which procedures must be followed by a Lender in order to have its Offer
Loans repurchased;


 






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(iii)        with
respect to all repurchases made pursuant to this Section 10.9(f), (1) the Borrower shall pay to the applicable selling
Lender all accrued and unpaid interest, if any, on the repurchased Offer Loans to the date of repurchase of such Offer Loans;
(2) such repurchases shall not be deemed to be optional prepayments pursuant to Section 2.4(a); and (3) the amount of the
Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining installments of principal on the Offer
Loans; and


 


(iv)          following
a repurchase pursuant to this Section 10.9(f), the Offer Loans so repurchased shall, without further action by any Person,
be deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and
all the other Loan Documents, including (1) the making of, or the application of, any payments to the Lenders under this Agreement
or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this
Agreement or any other Loan Document or (3) the determination of Required Lenders, or for any similar or related purpose, under
this Agreement or any other Loan Document. In connection with any Loans repurchased and cancelled pursuant to this Section
10.9(f), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation.


 


(g)
        Assignments to Standard General. Any Lender may, so long as no Event of
Default has occurred and is continuing, at any time, without any consent, assign all or a portion of its rights and obligations
with respect to Loans under this Agreement to Standard General through open market purchases on a non-pro rata basis, subject
to the following limitations:


 


(i)
        Standard General and the assigning Lender shall execute and deliver to the Administrative
Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;


 


(ii)
       Standard General (A) will not receive information provided solely to Lenders by the
Administrative Agent or any Lender, other than the right to receive notices of prepayments and other administrative notices in
respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II and Article III,
(B) will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative
Agent and (C) will not receive advice of counsel to the Administrative Agent and the Lenders;


 


(iii)        the
aggregate principal amount of Loans (as of the date of consummation of any transaction under this Section 10.9(g)) held
at any one time by Standard General shall not exceed 20% of the aggregate principal amount of all Loans at such time outstanding;
and


 


(iv)         notwithstanding
anything in this Agreement or any other Loan Document to the contrary, with respect to any Loans at any time held by Standard
General, Standard General shall have no right whatsoever, in its capacity as a Lender with respect to such Loans then held by
it, to consent to any matter requiring the consent of the Required Lenders, each Lender, each directly and adversely affected
Lender, each directly affected Lender or all Lenders, and the Administrative Agent shall automatically deem any Loan held by Standard
General to be voted on a pro rata basis in accordance with the votes cast in respect of the Loans of all other Lenders in the
aggregate; provided that no amendment, modification, waiver or consent shall affect Standard General (in its capacity as
a Lender) in a manner that is disproportionate to the effect on the Lenders (other than Standard General),


 




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Standard
General agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires any
Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10)
Business Days) if it is acquired by Standard General.


 


SECTION
10.10 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ Related Parties (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction
over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by Applicable Laws or regulations or in any legal, judicial, administrative or other
compulsory proceeding, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement
or under any other Loan Document, or any action or proceeding relating to this Agreement or any other Loan Document, or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section
10.10, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations
under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii)
to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose
of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder
or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral
for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding Holdings and
its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on
a confidential basis to (i) any rating agency in connection with rating Parent, Holdings or its Subsidiaries or the Term Facility
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to the Term Facility, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such
information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section 10.10 or (ii) becomes available to the
Administrative Agent, any Lender or any of their respective Affiliates from a third party that is not, to such Person’s
knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with
any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or
any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation
of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to
the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence”
defense. For purposes of this Section 10.10, “Information” means all information received from any Credit
Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses,
other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior
to disclosure by any Credit Party or any Subsidiary thereof; provided that, in the case of information received from a
Credit Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.10 shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything
to the contrary in this Agreement, the Administrative Agent may disclose information concerning the terms and conditions of this
Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials,
with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional
materials and may otherwise use the name, logos, and other insignia of the Borrower or the Credit Parties and the Commitments
provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the
Administrative Agent.


 




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SECTION
10.11         Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan
Documents shall be performed by such Credit Party at its sole cost and expense.


 


SECTION
10.12        All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative
Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any
of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations
remain unpaid or unsatisfied, any of the Commitments remain in effect or the Term Facility has not been terminated.


 


SECTION
10.13          Survival.


 


(a)
        All representations and warranties set forth in Article V and all representations
and warranties contained in any certificate or any of the Loan Documents (including any such representation or warranty made in
or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are
expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of
this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.


 


(b)
        Notwithstanding any termination of this Agreement, the indemnities to which the
Administrative Agent and the Lenders are entitled under the provisions of this Article X and any other provision of this
Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and
the Lenders against events arising after such termination as well as before.


 


SECTION
10.14          Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of,
this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.


 


SECTION
10.15          Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


 




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SECTION
10.16          Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)
        Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate
letter agreements with respect to fees payable to the Administrative Agent and/or the Arrangers, constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


(b)
        Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 


SECTION
10.17         Term of Agreement. This Agreement shall remain in effect from the
Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not
then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in
full and the Commitments shall have terminated. No termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.


 


SECTION
10.18         USA PATRIOT Act. The Administrative Agent and each Lender hereby
notifies Holdings and the Borrower that pursuant to the requirements of the PATRIOT Act, each of them is required to obtain, verify
and record information that identifies each Credit Party, which information includes the name and address of each Credit Party
and other information that will allow the Administrative Agent and such Lender to identify each Credit Party in accordance with
the PATRIOT Act.


 


SECTION
10.19         Independent Effect of Covenants. The Borrower expressly acknowledges
and agrees that each covenant contained in Articles VI or VII hereof shall be given independent effect. Accordingly,
the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles
VI or VII if, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of
any other covenant contained in Articles VI or VII.


 


SECTION
10.20         Inconsistencies with Other Documents; Intercreditor Agreements.


 


(a)
        Subject to Section 10.20(b), in the event there is a conflict or inconsistency
between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision
of the Security Documents which imposes additional burdens on Holdings or any of its Subsidiaries or further restricts the rights
of Holdings or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be
in conflict or inconsistent with this Agreement and shall be given full force and effect.


 



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(b)
        Notwithstanding anything to the contrary in this Agreement or in any other Loan
Document: (i) the Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and
the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Intercreditor Agreements,
(ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the
one hand, and of the Intercreditor Agreements, on the other hand, the terms and provisions of the Intercreditor Agreements shall
control and (iii) each Lender (A) authorizes the Administrative Agent to execute the Intercreditor Agreements on behalf of such
Lender and to designate the “Designated Term Loan Agent” under and as defined in the ABL Intercreditor Agreement,
(B) agrees to be bound by the terms of the Intercreditor Agreements and agrees that any action taken by the Designated Term Loan
Agent (as defined in the ABL Intercreditor Agreement) under the ABL Intercreditor Agreement and the Administrative Agent under
the Intercreditor Agreements shall be binding upon such Lender and (C) consents to the subordination of Liens provided for in
the Intercreditor Agreements (to the extent set forth therein) and the other provisions of the Intercreditor Agreements.


  


[Signature
pages follow]


 




    	117



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all
as of the day and year first written above. 


	 	 	 
	 	NORTH ATLANTIC HOLDING 

    COMPANY, INC., as Parent
	 	 	 
	 	By:	 /s/ Brian C. Harriss 
	 	Name: Brian C. Harriss
	 	Title:
    Senior Vice President and Chief Financial 

       Officer
	 	 	 
	 	NATC HOLDING COMPANY, INC.,
    as 

    Holdings
	 	 	 
	 	By:	 /s/ Brian C. Harriss 
	 	Name: Brian C. Harriss
	 	Title:
    Senior Vice President and Chief Financial 

       Officer
	 	 	 
	 	NORTH ATLANTIC TRADING 

    COMPANY, INC., as Borrower
	 	 	 
	 	By:	 /s/ Brian C. Harriss 
	 	Name: Brian C. Harriss
	 	Title: Senior Vice President and Chief Financial 

           Officer


 


Signature
Page to


North
Atlantic Trading Company, Inc. First Lien Term Loan Credit Agreement


 




    	 



    	 



    


  


	 	 	 
	 	AGENTS AND LENDERS:
    
	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Administrative
    Agent and 

Lender 
	 	 	 
	 	By:	/s/ Rob King 
	 	Name: 	Rob King	 
	 	Title:	SVP	 
	 	 	 	 	 


 


Signature
Page to 


North
Atlantic Trading Company, Inc. First Lien Term Loan Credit Agreement


 




    	 



    	 



    


 


SCHEDULE
1.1


  


COMMITMENTS


 


	 	 	 
	Lender	Commitments	Percentage
	 	 	 
	Wells Fargo Bank, National	 	100%
	Association	$170,000,000	 



 



    	 



    	 



    


 


SCHEDULE
4.1


 


Closing
Date Security Documents and Loan Documents


 


First
Lien Copyright Security Agreement, to be dated as of the Closing Date, by and among North Atlantic Operating Company, Inc., National
Tobacco Company, L.P. and Wells Fargo Bank, National Association, as Administrative Agent


 


First
Lien Trademark Security Agreement, to be dated as of the Closing Date, by and among North Atlantic Operating Company, Inc., National
Tobacco Company, L.P. and Wells Fargo Bank, National Association, as Administrative Agent


 


First
Lien Patent Security Agreement, to be dated as of the Closing Date, between North Atlantic Operating Company, Inc. and Wells Fargo
Bank, National Association, as Administrative Agent


 


Blocked
Account Control Agreement, to be dated as of the Closing Date, by and among North Atlantic Operating Company, Inc., National Tobacco
Company, L.P., North Atlantic Trading Company, Inc., Wells Fargo Bank, National Association, as first lien term loan agent, Wells
Fargo Bank, National Association, as second lien term loan agent, Wells Fargo Bank, National Association, as ABL agent and JPMorgan
Chase Bank, N.A. as depositary


 




    	 



    	 



    


 


 


SCHEDULE
5.1


  


Jurisdictions
of Organization and Qualification


 


	 	 	 	 	 
	 	Jurisdiction	Qualified	 	 
	Name
    of Obligor	of	to
    do	Type
    of	Organizational
	 	Organization	Business	Organization	I.D.
    Number
	North
    Atlantic Trading Company, Inc.	Delaware	DE	Corporation	2751946
	 	 	 	 	 
	NATC
    Holding Company, Inc.	Delaware	DE	Corporation	5440563
	 	 	 	 	 
	North
    Atlantic Cigarette Company,	Delaware	DE	Corporation	3587553
	Inc.	 	 	 	 
	 	 	 	 	 
	North
    Atlantic Operating Company,	Delaware	DE,
    KY,	Corporation	2760360
	Inc.	 	TN	 	 
	 	 	 	 	 
	National
    Tobacco Company, L.P.	Delaware	All	Limited	2150354
	 	 	 	Partnership	 
	 	 	 	 	 
	National
    Tobacco Finance	Delaware	CA,
    DC,	Corporation	2555524
	Corporation	 	DE,
    FL,	 	 
	 	 	GA,
    KY,	 	 
	 	 	MA,
    MT,	 	 
	 	 	NC,
    ND,	 	 
	 	 	NY,
    OH,	 	 
	 	 	PA,
    SD, TX	 	 
	Fred
    Stoker & Sons, Inc.	Tennessee	TN	Corporation	0383804
	 	 	 	 	 
	RBJ
    Sales, Inc.	Tennessee	TN	Corporation	0383805
	 	 	 	 	 
	Stoker,
    Inc.	Tennessee	TN	Corporation	0194918
	 	 	 	 	 



 



    	 



    	 



    


 


SCHEDULE
5.2 


 


Subsidiaries
& Capitalization


 


	 	 	 	 	Percentage
	 	 	 	Certificate	Ownership
    of
	Company	Owner	No.
    of Shares	No.	Holdings
	NATC
    Holding	North
    Atlantic Holding	10	1	100%
	Company,
    Inc.	Company,
    Inc.	 	 	 
	North
    Atlantic Trading	NATC
    Holding	10	V83	100%
	Company,
    Inc.	Company,
    Inc.	 	 	 
	North
    Atlantic Operating	North
    Atlantic Trading	100	2	100%
	Company,
    Inc.	Company,
    Inc.	 	 	 
	North
    Atlantic Cigarette	North
    Atlantic Trading	100	2	100%
	Company,
    Inc.	Company,
    Inc.	 	 	 
	National
    Tobacco Finance	North
    Atlantic Trading	100	3	100%
	Corporation	Company,
    Inc.	 	 	 
	National
    Tobacco	National
    Tobacco	1%
    Interest	N/A	100%
	Company,
    L.P.	Finance
    Corporation	 	 	 
	National
    Tobacco	North
    Atlantic Trading	99%
    Interest	N/A	100%
	Company,
    L.P.	Company,
    Inc.	 	 	 
	Stoker,
    Inc.	North
    Atlantic Trading	1130.376	2	100%
	 	Company,
    Inc.	 	 	 
	Fred
    Stoker & Sons, Inc.	Stoker,
    Inc.	100	1	100%
	RBJ
    Sales, Inc.	Stoker,
    Inc.	100	1	100%



 



    	 



    	 



    


 


SCHEDULE
5.6 


 


Tax
Matters


 


None.


 




    	 



    	 



    


 


SCHEDULE
5.9 


 


ERISA
Plans


 


Post-termination
of employment coverage is provided as follows:


 


(I)
Retiree medical or other welfare coverage under the following plans:


 


(a)
National Tobacco Company, L.P. Group Benefits Plan, PIN 501 


Anthem
Blue Cross and Blue Shield (medical)


Delta
Dental of Kentucky (dental)


National
Guardian Life Insurance Company (Superior Vision Plan – vision)


 


(b)
National Tobacco Company, L.P. Group Life and Disability Benefits Plan, PIN 502 


Metropolitan
Life Insurance Company (basic life, AD&D and optional life)


Life
Insurance Company of North America (CIGNA Group Insurance – STD and LTD)


  


(c)
Group Travel Accident Insurance, PIN 503 


National
Union Fire Insurance Company of Pittsburgh PA (business travel accident policy)


 


(II)
Retirement plans:


 


(a)
Retirement Plan for Salaried Employees of National Tobacco Company, L.P. (PIN 001) 


(b)
National Tobacco Company, L.P. Retirement Allowance Plan for Hourly Rated and/or Piecework Employees (PIN 002) 


(c)
National Tobacco Company, L.P. Retirement Savings Plan (PIN 003 – 401K Plan) 


 


(III)
Other benefits: 


BMS
LLC (Benefit Marketing Solutions – flexible spending plan and dependent daycare plan)


 


(IV)
Coverage under medical or other welfare plans might, from time to time, be provided to certain employees following their termination
of employment for a severance, transitional or consulting period.


 




    	 



    	 



    


 


SCHEDULE
5.12 


 


Material
Contracts


 


Amended
and Restated Distribution and License Agreement, dated as of November 30, 1992, as amended, between NAOC and Bollore in regard
to the territory of the United States and the District of Columbia.


 


Amended
and Restated Distribution and License Agreement, dated as of November 30, 1992, as amended, between NAOC and Bollore in regard
to the territory of Canada.


 


Distribution
and Services Agreement, dated as of September 1, 2013 between Intrepid Brands, LLC and National Tobacco Company, L.P.


 


Licensing
Agreement, dated as of September 1, 2013 between Intrepid Brands, LLC and National Tobacco Company, L.P.


 


Licensing
Agreement, dated as of September 1, 2013 between Intrepid Brands, LLC and North Atlantic Operating Company, Inc.


 


The
ABL Credit Agreement and the ABL Loan Documents.


 


The
Second Lien Term Loan Credit Agreement and the Second Lien Term Loan Documents.


 




    	 



    	 



    


 


SCHEDULE
5.13


 


Labor
and Collective Bargaining Agreements


 


None.


 




    	 



    	 



    


 






SCHEDULE 5.18


 


Real Property


	 	 	 	 	 	 
	Street

    Address

    (including zip

    code)	County/City	Nature
    of

    Interest	Nature
    and Use	Name
    and

    Address

    of Lessor	TTB

    Permit
	257 Park

Avenue South

– 7th Floor

New York, NY

10010-

7304	New York/New York	Lease	Office Operations	257 Park

Avenue

Associates




7 Penn

Plaza, Suite

618

New York,

NY 10001	N/A




	777 Boston

Post Road,

3rd Floor

Darien, CT

06820	Fairfield/Darien	Lease	Office Operations	Fidelity

Building

Company %

Gretsch

Commercial

Real Estate




76 Maple

Tree Ave.

Stamford,

CT 06906	N/A




	5201

Interchange

Way

Louisville, KY

40229



	Jefferson/Louisville	Lease	Manufacturing,

R&D,

warehousing,

distribution and

administration



	Exeter 5201

Interchange,

LLC




140 W.

Germantow

n Pike, Suite

150

Plymouth

Meeting, PA

19462
	Yes




	201 North

Street

Dresden,

Tennessee

38255	Weakley/Dresden	Lease	Manufacturing and

catalog distribution



	Tagon

Ventures

LLC



3100

Francis

Harris

New

Braunfels,

TX 79130	Yes






 



    	 



    	 



    

 


SCHEDULE 5.18


	 	 	 	 	 	 
	Street

Address

(including zip

code)	County/City	Nature of

Interest	Nature and Use	Name and

Address

of Lessor	TTB

Permit
	Hopkins

Distribution

(public warehouse)

1195

Trademark

Drive, #201

Reno, NV 8

PDS Inc.

1439 Dixie

Highway

Louisville,

KY 40210952

1	Washoe/Reno	Warehouse	Warehouse	N/A	N/A




	PDS Inc.

1439 Dixie

Highway

Louisville,

KY 40210952

1	Jefferson/Louisville	Warehouse	Warehousing	N/A	N/A
	AccuTek

1439 Dixie

Highway

Louisville,

KY 40210952

1	Jefferson/Louisville	Warehouse	Warehousing	N/A	N/A
	DSC Logistics

(public

warehouse)

7075 Caindale

Drive

Greensboro

NC 27409	Guilford/Greensboro	Warehouse	Warehousing	N/A	N/A
	Kentucky Cut

Rag,

255 South

Forbes Road

Lexington,

KY 40216	Fayette/Lexington	Warehouse	Warehousing	N/A	N/A 
	A.M.C.

Warehouse

(public

warehouse)

1131 Avenue

T

Grand Prairie,

TX 75050	Dallas/Grand Prairie	Warehouse	Warehousing	N/A	N/A



 



    	 



    	 



    

 


SCHEDULE 5.18


	 	 	 	 	 	 
	Street

Address

(including zip

code)	County/City	Nature of

Interest	Nature and Use	Name and

Address

of Lessor	TTB

Permit
	Advance

Distribution (

public

warehouse)

2349 Millers

Lane

Louisville, KY

40216	Jefferson/Louisville	Warehouse	Warehousing	N/A	N/A
	Swedish

Match

1121 Industrial

Drive

Owensboro,

KY 42301	Davless/Owensboro	Warehouse	Warehousing/Distri

buting	N/A	N/A
	W.J. Beitler

Company

3379 Stafford

Street

Pittsburgh, PA

15204	Allegheny/Pittsburgh	Warehouse	Warehousing	N/A	N/A
	Hail and

Cotton

2500 South

Main Street

Springfield,

TN 37172	Robertson/Springfield	Processor	Warehousing,
processing and inventory	N/A	N/A
	Alliance One

(public

warehouse)

605 South

Taraboro

Street

Wilson, NC

27894	Wilson/Wilson	Warehouse	Warehousing	N/A	N/A
	Norbert

Dentressangle-

Forsters

Unit 21 Harpur

Hill Business

Park

Buxton

SK179JW UK	Buxton	Warehouse	Warehousing	N/A	N/A
	Lithocraft

1502 Beeler

Street

New Albany,

IN	Floyd/New Albany	Warehouse	Warehousing and

distirbution	N/A	N/A


 



    	 



    	 



    

 


SCHEDULE 5.18


	 	 	 	 	 	 
	Street

Address

(including zip

code)	County/City	Nature of

Interest	Nature and Use	Name and

Address

of Lessor	TTB

Permit
	Lancaster Leaf

Tobacco

Company of

Pennsylvania,

Inc.

P.O. Box 897

198 West

Liberty Street

Lancaster, PA

17608	Lancaster/Lancaster	Processor	Processing	N/A	N/A



 



    	 



    	 



    

 


SCHEDULE 5.26


 


Insurance


	 	 	 	 	 
	Type of

Coverage	Provider/Carrier	Policy 

Period	Policy #	Policy Limit
	Primary Property

Policy	Travelers

Indemnity Co.	01/30/13 –

01/30/14	KTK-CMB-

3420X94-0-13	$50,000,000



Deductible:

$250,000




	Boiler and

Machinery	Federal Insurance

Co.	12/01/12 -

01/30/14	76411350	$50,000,000



Deductible:

$10,000




	Automobile

Policy	Hartford Insurance

Co.	12/01/13 -

12/01/14	13UEND09107	$1,000,000



Comprehensive

& Collision

Deductible:

$1,000




	Commercial

General Liability	Hartford Insurance

Co.	12/01/13 -

12/01/14	13UEND08671	$1,000,000 Per

Occ.

$2,000,000

General Agg.



Deductible:

None




	Products

Liability	Admiral Ins. Co.



Kinsale Ins. Co.	06/13/13 –

06/13/14	CA000017878-01

0100012480-0	$5,000,000 Per

Occ.

$6,000,000

General Agg.



Deductible:

$25,000
	Umbrella

Liability	ACE Property and

Casualty Ins. Co.	12/01/13 -

12/01/14	M00530189004	$25,000,000

Occ. & Agg.


 



    	 



    	 



    

 


SCHEDULE 5.26


	 	 	 	 	 
	Type of

Coverage	Provider/Carrier	Policy 

Period	Policy #	Policy Limit
	Private Edge

Plus (Includes

D&O, EPLI &

Fiduciary

Liability)	National Union

Fire Ins. Co.	12/01/13 -

12/01/14	014231917	D&O

    $10,000,000

    

    Employment

    Practices

    Liability

    $2,000,000

    

    Fiduciary

    Liability

    $1,000,000

    

    Deductible:

    $5,000

    

	Directors &

Officers Liability

(Side A

Coverage Only)	National Union

Fire Ins. Co.	12/01/13 –

12/01/14	014232032	$10,000,000 xs

$10,000,000



Deductible:

None




	Directors &

Officers Liability

(Side A

Coverage Only)	ACE American

Insurance Co.	12/01/13 –

12/01/14	G24590409003	$10,000,000 xs

$20,000,000



Deductible:

None




	Crime Liability	Federal Insurance

Company (Chubb)	12/01/13 -

12/01/14	8137-6415	$1,000,000
	Customs Bond

(North Atlantic)	Western Surety

Co.	01/03/13 -

01/03/14	9906ES342	$200,000
	Customs Bond

(National

Tobacco)	Western Surety

Co.	03/29/13 –

03/29/14	991380714	$800,000


 



    	 



    	 



    

 


SCHEDULE 6.14(d)


 


Real Property Collateral Requirements


 


None.


 



    	 



    	 



    

 


SCHEDULE 6.20


 


Post-Closing Matters


 


None.


 


Credit Agreement


 



    	 



    	 



    

 


SCHEDULE 7.1


 


Existing Indebtedness


 


None.



 



    	 



    	 



    

 






SCHEDULE 7.2


 


Existing Liens





 


	Debtor	Secured
    Party	Filing
    Date	Filing
    Number	Description
	National Tobacco	NEC Financial	09/07/10	2010 3118100	One NEC SV8300
	Company, L.P.	Services, LLC	 	 	telephone system.
	National Tobacco	NEC Financial	09/07/10	2010 3118118	Leased goods.
	Company, L.P.	Services, LLC	 	 	 
	National Tobacco	Officeware	05/17/11	2011 1867459	Informational
	Company, L.P.	 	 	 	filing for leased
	 	 	 	 	goods.
	National Tobacco	Officeware	06/16/2011	2011 2300328	Can IR 3230
	Company, L.P.	 	 	 	 
	National Tobacco	US Bancorp	10/18/2011	2011 4019983	90 ASUS EP121
	Company, L.P.	Equipment	 	 	I5-470UM 64GB
	 	Finance, Inc.	 	 	4GB W7HP
	 	 	 	 	EP121
	 	 	 	 	B9OKS051366


 







    	 	 	 



     


    

 





SCHEDULE 7.3 


 


Existing Loans, Advances and Investments


 


None.


 




    	 	 	 



     


    

 


SCHEDULE 7.7 


 


Existing Affiliate Transactions


 


Distribution and Services Agreement,
dated as of September 1, 2013 between Intrepid Brands, LLC and National Tobacco Company, L.P.


 


Licensing Agreement, dated
as of September 1, 2013 between Intrepid Brands, LLC and National Tobacco Company, L.P.


 


Licensing Agreement, dated
as of September 1, 2013 between Intrepid Brands, LLC and North Atlantic Operating Company, Inc.


 


Trademark License Agreement,
dated as of December 20, 2005 between North Atlantic Operating Company Inc. and National Tobacco Company, L.P.


 




    	 	 	 



     


    

 


EXHIBIT A

to First Lien Term Loan Credit Agreement


 


[FORM OF] NOTE





	 	 	 
	$__________	 	__________, 20___


 


FOR VALUE RECEIVED,
the undersigned, North Atlantic Trading Company, Inc., a Delaware corporation (the “Borrower”), promises to
pay to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to
below, the principal sum of _______________ DOLLARS ($__________) or, if less, the unpaid principal amount of all Loans made by
the Lender pursuant to that certain First Lien Term Loan Credit Agreement, dated as of January 13, 2014 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and
among the Borrower, North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation,
the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and
not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


The unpaid principal
amount of this Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided
in Section 3.1 of the Credit Agreement. All payments of principal and interest on this Note shall be payable in Dollars
in immediately available funds as provided in the Credit Agreement.


 


This Note is entitled
to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description
of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to
make prepayments and repayments of principal of the Obligations evidenced by this Note and on which such Obligations may be declared
to be immediately due and payable.


 


THIS NOTE SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


The Indebtedness evidenced
by this Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement.


 


The Borrower hereby
waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement)
notice of any kind with respect to this Note.


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned has executed this
Note under seal as of the day and year first above written.





	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 
	 	 	 	 	 


 







    	 	 	 



     


    

 


EXHIBIT B

to First Lien Term Loan Credit Agreement


 


[FORM OF] NOTICE OF BORROWING


 


Dated as of: _____________


 


Wells Fargo Bank, National Association,

  as Administrative Agent

[MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services]


 


Ladies and Gentlemen:


 


This irrevocable Notice
of Borrowing is delivered to you pursuant to Section 2.2 of the First Lien Term Loan Credit Agreement dated as of January
13, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among North Atlantic Trading Company, Inc., a Delaware corporation (the “Borrower”),
North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the Lenders
party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.          The
Borrower hereby requests that the Lenders make the Initial Loan to the Borrower in the aggregate principal amount of $___________.
(Complete with an amount in accordance with Section 2.2 of the Credit Agreement.)


 


2.          The
Borrower hereby requests that the Initial Loan be made on the following Business Day: _____________________. (Complete
with a Business Day in accordance with Section 2.2(a) of the Credit Agreement.)


 


3.          The
Borrower hereby requests that the Initial Loan bear interest at the following interest rate, plus the Applicable Rate,
as set forth below:





	 	 	 	 	 	 
	 	 	 	 	Interest Period	 
	Component of Loan1	 	Interest Rate2	 	(LIBOR Rate only)	 
	 	 	 	 	 	 


4.          The
aggregate principal amount of all Loans outstanding as of the date hereof (including the Loan requested herein) does not exceed
the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement.


 


 






 


	1	Complete with the Dollar amount of that portion of
    the overall Loan requested that is to bear interest at the selected interest rate and/or Interest Period (e.g., for
    a $20,000,000 loan, $5,000,000 may be requested at the Base Rate, $8,000,000 may be requested at the LIBOR Rate with an interest
    period of three months and $7,000,000 may be requested at the LIBOR Rate with an interest period of one month).
	2	Complete with the Base Rate or the LIBOR Rate.
	 	 




    	 	 	 



     


    

 


[Signature Page Follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned has executed this
Notice of Borrowing as of the day and year first written above.





	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 
	 	 	 	 	 




    	 	 	 



     


    

 


EXHIBIT C

to First Lien Term Loan Credit Agreement


 


[FORM OF] NOTICE OF ACCOUNT DESIGNATION


 


Dated as of: _________


 


Wells Fargo Bank, National Association,

  as Administrative Agent

[MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services] 


 


Ladies and Gentlemen:


 


This Notice of Account
Designation is delivered to you pursuant to Section 4.1(f)(i) of the First Lien Term Loan Credit Agreement dated as of
January 13, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among North Atlantic Trading Company, Inc., a Delaware corporation (the “Borrower”),
North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the Lenders
party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.          The
Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):





____________________________

ABA Routing Number: _________

Account Number: _____________


 


2.          This
authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided to the Administrative
Agent.


 


[Signature Page Follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Notice of Account Designation as of the day and year first written above. 


	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 
	 	 	 	 	 




    	 	 	 



     


    

 


EXHIBIT D

to First Lien Term Loan Credit Agreement


 


[FORM OF] NOTICE OF PREPAYMENT


 


Dated as of: _____________


 


Wells Fargo Bank, National Association,

  as Administrative Agent

[MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services]


 


Ladies and Gentlemen:


 


This irrevocable Notice
of Prepayment is delivered to you pursuant to Section 2.4(a) of the First Lien Term Loan Credit Agreement dated as of January
13, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among North Atlantic Trading Company, Inc., a Delaware corporation (the “Borrower”),
North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the Lenders
party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.          The
Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR
Rate Loans]: _______________. (Complete with an amount in accordance with Section 2.4
of the Credit Agreement.)


 


2.          The
Loan(s) to be prepaid consist of: [check each applicable box]


 


	 	 	 
	 	o	an Initial Loan
	 	 	 
	 	o	an Extended Loan [(specify Class, if more than one Class of Extended Loans is outstanding)]
	 	 	 
	 	o	a Refinancing Loan [(specify Class, if more than one Class of Refinancing Loans is outstanding)]


 


3.          The
Borrower shall repay the above-referenced Loans on the following Business Day: _______________.(Complete
with a date no earlier than (i) the same Business Day as of the date of this Notice of Prepayment with respect to any Base Rate
Loan and (ii) three (3) Business Days subsequent to date of this Notice of Prepayment with respect to any LIBOR Rate Loan.)


 


[Signature Page Follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Notice of Prepayment as of the day and year first written above.





	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 
	 	 	 	 	 


  




    	 	 	 



     


    

 




EXHIBIT E





to First Lien Term Loan Credit Agreement


 


[FORM OF] NOTICE OF CONVERSION/CONTINUATION


 


Dated as of: _____________


 


Wells Fargo Bank, National Association,

   as Administrative Agent

[MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services]


 


Ladies and Gentlemen:


 


This irrevocable Notice
of Conversion/Continuation (this “Notice”) is delivered to you pursuant to Section 3.2 of the First
Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among North Atlantic Trading Company, Inc., a Delaware
corporation (the “Borrower”), North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company,
Inc., a Delaware corporation, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.            The
Loan to which this Notice relates is [the Initial Loan] [an Extended Loan ] [a Refinancing
Loan]. (Delete as applicable.)


 


2.            This
Notice is submitted for the purpose of: (Check one and complete applicable information in accordance
with the Credit Agreement.)


	 	 	 	 	 	 
	o	Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan	 	 	 	 
	 	 	 	 	 	 
	 	Outstanding principal balance:	 	$	 	 
	 	Principal amount to be converted:	 	$	 	 
	 	Requested effective date of conversion:	 	 	 	 
	 	Requested new Interest Period:	 	 	 	 
	 	 	 	 	 	 
	o	Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan	 	 	 	 
	 	 	 	 	 	 
	 	Outstanding principal balance:	 	$	 	 
	 	Principal amount to be converted:	 	$	 	 
	 	Last day of the current Interest Period:	 	 	 	 
	 	Requested effective date of conversion:	 	 	 	 
	 	 	 	 	 	 
	o	Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan	 	 	 	 
	 	 	 	 	 	 
	 	Outstanding principal balance:	 	$	 	 
	 	Principal amount to be continued:	 	$	 	 
	 	Last day of the current Interest Period:	 	 	 	 
	 	Requested effective date of continuation:	 	 	 	 
	 	Requested new Interest Period:	 	 	 	 


 


[Signature Page Follows]


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned has executed this Notice
of Conversion/Continuation as of the day and year first written above.


	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 


 






    	 	 	 



     


    

 


EXHIBIT E

to First Lien Term Loan Credit Agreement


 


[FORM OF] OFFICER’S COMPLIANCE CERTIFICATE


 


Dated as of: _____________


 


The undersigned1,
on behalf of North Atlantic Trading Company, Inc., a Delaware corporation (the “Borrower”), hereby certifies
to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:


 


1.           This certificate is delivered to
you pursuant to Section 6.2 of the First Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated,
amended and restated, supplemented or modified from time to time, the “Credit Agreement”), by and among the
Borrower, North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the
Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


2.           I have reviewed the financial statements
of the Borrower and its Subsidiaries dated as of _______________ and for the _______________ period[s] then ended
and such statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of
the dates indicated and the results of their operations and cash flows for the period[s] indicated.


 


3.           I have reviewed the terms of the
Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable
detail of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial
statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting
period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence
of any such condition or event as at the date of this certificate [except, if such condition or event existed or exists,
describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with
respect thereto].


 


4.           I have attached hereto as Annex
I a written report of all Patents, Trademarks or Copyrights that are registered or the subject of pending applications for
registrations, and of all Intellectual Property Licenses that constitute Material Intellectual Property (as defined in the Guaranty
and Security Agreement), in each case, which were acquired, registered, or for which applications for registration were filed by
any Grantor during the accounting period covered by the financial statements referred to in Paragraph 2 above and any statement
of use or amendment to allege use which were filed by any Grantor during such period with respect to intent-to-use trademark applications.


 


5.           As
of the date of this certificate, the Borrower and its Subsidiaries are in compliance with the financial covenants contained in
Section 7.15 of the Credit Agreement as shown on Annex II and the Borrower and its Subsidiaries are in compliance
with the other covenants and restrictions contained in the Credit Agreement.


 


[Signature Page Follows]


 


 






1 Signatory needs to be the
chief financial officer or the treasurer of the Borrower.


 






    	 	 	 



     


    

 


WITNESS the following
signature as of the day and year first written above. 


	 	 	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 
	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 


 






    	 	 	 



     


    

 


ANNEX I


 


INTELLECTUAL PROPERTY


 






    	 	 	 



     


    

 


ANNEX II


 


FINANCIAL COVENANTS


 


For the Quarter/Year ended ______________________ (the “Statement
Date”)


	 	 	 	 	 	 
	A.	Section 7.15(a) Maximum Consolidated Total Leverage Ratio	 	 	 
	 	 	 	 	 	 
	 	(I)	Consolidated Funded Indebtedness as of the Statement Date	 	$	 
	 	 	 	 	 	 
	 	(II)	Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to the Statement Date (See Schedule 1)	 	$	 
	 	 	 	 	 	 
	 	(III)	Line A.(I) divided by Line A.(II)	 	 	________ to 1.00
	 	 	 	 	 	 
	 	(IV)	Maximum permitted Consolidated Total Leverage Ratio as set forth in Section 7.15(a) of the Credit Agreement	 	 	________ to 1.00
	 	 	 	 	 	 
	 	(V)	In Compliance?	 	 	Yes/No
	 	 	 	 	 	 
	B.	Section 7.15(b) Minimum Consolidated Fixed Charge Coverage Ratio	 	 	 
	 	 	 	 	 	 
	 	(I)	Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to the Statement Date (See Schedule 1)	 	$	 
	 	 	 	 	 	 
	 	(II)	Consolidated Fixed Charges for the period of four (4) consecutive fiscal quarters ending on or immediately prior to the Statement Date (See Schedule 3)	 	$	 
	 	 	 	 	 	 
	 	(III)	Line B.(I) divided by Line B.(II)	 	 	________ to 1.00
	 	 	 	 	 	 
	 	(IV)	Minimum permitted Consolidated Fixed Charge Coverage Ratio as set forth in Section 7.15(b) of the Credit Agreement	 	 	1.25 to 1.00
	 	 	 	 	 	 
	 	(V)	In Compliance?	 	 	Yes/No


 






    	 	 	 



     


    

 


Schedule 1

to

Annex 2 to Officer’s Compliance Certificate


	 	 	 	 	 	 	 	 
	 	 

        Consolidated EBITDA
	Quarter
    1

    ended

    __/__/__	Quarter
    2

    ended 

    __/__/__	Quarter
    3

    ended

    __/__/__	Quarter
    4

    ended

    __/__/__	Total

    (Quarters 1-4)
	(1)	Consolidated Net Income for such period	 	 	 	 	 
	(2)	The following amounts, without duplication, to the extent deducted in determining Consolidated Net Income for such period:	 	 	 	 	 
	 	(a)	income and franchise taxes payable during such period	 	 	 	 	 
	 	(b)	Consolidated Interest Expense for such period	 	 	 	 	 
	 	(c)	amortization expense for such period	 	 	 	 	 
	 	(d)	depreciation expense for such period	 	 	 	 	 
	 	(e)	other non-cash charges or non-cash losses or non-cash items for such period decreasing Consolidated Net Income (excluding any non-cash item to the extent it represents an accrual of or reserve for cash disbursements for any subsequent period, amortization of a prepaid cash expense that was paid in a prior period or a reserve for cash charges to be taken in the future)	 	 	 	 	 
	 	(f)	extraordinary, non-recurring or unusual losses during such period	 	 	 	 	 
	 	(g)	Transaction Costs payable during such period	 	 	 	 	 


 






    	 	 	 



     


    

 


	 	 	 	 	 	 	 	 
	 	

        Consolidated EBITDA
	Quarter
    1

    ended

    __/__/__	Quarter
    2

    ended

    __/__/__	Quarter
    3

    ended

    __/__/__	Quarter
    4

    ended

    __/__/__	Total

    (Quarters 1-4)
	 	(h)	without duplication
    of any amounts added back in calculating Consolidated EBITDA pursuant to the definition of Pro Forma Basis (see footnote below),
    anticipated cost savings, operating improvements and other synergies, in each case for such period, related to operating improvements,
    restructurings and other similar initiatives, in each case to the extent such amounts (x) are reasonably expected to be realized
    within twelve (12) months of such operating improvement, restructuring or other similar initiative, improvement, restructuring
    or initiative, as set forth in reasonable detail in a certificate of a Responsible Officer of Holdings delivered to the Administrative
    Agent, (y) are, in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on
    the operations of the Borrower and its Subsidiaries and (z) represent, when combined with all amounts added back to Consolidated
    EBITDA pursuant to clause (b) of the definition of Pro Forma Basis, less than ten percent (10%) of Consolidated EBITDA
    (determined without giving effect to this Line (2)(h) or such clause (b))	 	 	 	 	 
	 	(i)	product launch costs for such period in an amount not to exceed $2,500,000 in any period of four (4) consecutive fiscal quarters	 	 	 	 	 
	(3)	Line
    (2)(a) plus Line (2)(b) plus Line (2)(c) plus Line (2)(d) plus Line (2)(e) plus Line (2)(f)
    plus Line (2)(g) plus Line (2)(h) plus Line (2)(i)	 	 	 	 	 
	(4)	The following amounts, without duplication, to the extent included in determining Consolidated Net Income for such period:	 	 	 	 	 
	 	(a)	interest income during such period	 	 	 	 	 


 






    	 	 	 



     


    

 


	 	 	 	 	 	 	 	 
	 	 

        Consolidated EBITDA
	Quarter
    1

    ended

    __/__/__	Quarter
    2

    ended

    __/__/__	Quarter
    3

    ended

    __/__/__	Quarter
    4

    ended

    __/__/__	Total

    (Quarters 1-4)
	 	(b)	extraordinary gains during such period	 	 	 	 	 
	 	(c)	non-cash gains or non-cash items increasing Consolidated Net Income during such period	 	 	 	 	 
	(5)	Line
    (4)(a) plus Line (4)(b) plus Line (4)(c)	 	 	 	 	 
	(6)	[Pro Forma Basis Adjustments to Consolidated EBITDA, if applicable1]	 	 	 	 	 
	(7)	Totals
    (Line (1) plus Line (3) less Line (5) plus or minus, as applicable, Line (6))	 	 	 	 	 


 


 






1          
“Pro Forma Basis” means, for purposes of calculating Consolidated EBITDA for any period during which
one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been
consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement
and:


 


(a)           all
income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition
shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired
in a Permitted Acquisition shall be included (provided that such income statement items to be included are reflected in
financial statements or other financial data based upon reasonable assumptions and calculations which are expected to have a continuous
impact); and


 


(b)           non-recurring
costs, extraordinary expenses and other pro forma adjustments attributable to such Specified Transaction (including
cost savings or other operating improvements and acquisition synergies) may be included to the extent that such costs, expenses
or adjustments:


 


(i)           are
reasonably expected to be realized within twelve (12) months of such Specified Transaction as set forth in reasonable detail on
a certificate of a Responsible Officer of Holdings delivered to the Administrative Agent;


 


(ii)           are,
in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the
Borrower and its Subsidiaries; and


 


(iii)          when
combined with all amounts added back to Consolidated EBITDA pursuant to Line (2)(h) above, represent less than ten percent (10%)
of Consolidated EBITDA (determined without giving effect to this clause (b) or such Line (2)(h));


 


provided that the foregoing
costs, expenses and adjustments shall be without duplication of any costs, expenses or adjustments that are already included in
the calculation of Consolidated EBITDA or clause (a) above.


 


“Specified Disposition”
means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of Holdings or any division,
business unit, product line or line of business.


 


“Specified Transactions”
means (a) any Specified Disposition (see definition above) and (b) any Permitted Acquisition (see definition in Credit Agreement).


 






    	 	 	 



     


    

 


Schedule 2

to

Annex 2 to Officer’s Compliance Certificate


 


	 	Quarter
    1	Quarter
    2	Quarter
    3	Quarter
    4	Total
	 	ended	ended	ended	ended	(Quarters 1-4)
	 	__/__/__	__/__/__	__/__/__	__/__/__	 
	Consolidated	 	 	 	 	 
	Interest Expense	 	 	 	 	 


 






    	 	 	 



     


    

 


Schedule 3

to

Annex 2 to Officer’s Compliance Certificate


 


	 	Quarter
    1	Quarter
    2	Quarter
    3	Quarter
    4	Total
	 	ended	ended	ended	ended	(Quarters 1-4)
	 	__/__/__	__/__/__	__/__/__	__/__/__	 
	Consolidated Fixed	 	 	 	 	 
	Charges	 	 	 	 	 


 






    	 	 	 



     


    

 






EXHIBIT
G-1

to First Lien Term Loan Credit Agreement


[FORM
OF] ASSIGNMENT AND ASSUMPTION


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below
and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the
parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the
Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees”
and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignees]
[Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined
herein shall have the meanings given to them in the First Lien Term Loan Credit Agreement identified below (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the [Assignee] [respective
Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a
Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans
included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the]
[an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


	 	 	 
	1.	Assignor:	[INSERT NAME OF ASSIGNOR]
	 	 	 
	2.	Assignee(s):	See Schedules attached hereto
	 	 	 
	3.	Borrower:	North Atlantic Trading Company, Inc.
	 	 	 
	4.	Administrative Agent:	Wells Fargo Bank, National Association, as the administrative agent
    under the Credit Agreement





	 	 
	1    For
                    bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a
                    single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
                    second bracketed language. 

        2    Select
        as appropriate.

        3    Include
        bracketed language if there are multiple Assignees.



 



    	 



    	 



    




 


	 	 	 
	5.	Credit Agreement:	First Lien Term Loan Credit Agreement
    dated as of January 13, 2014 among North Atlantic Trading Company, Inc., as Borrower, North Atlantic Holding Company, Inc.,
    a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the Lenders party thereto and Wells Fargo Bank,
    National Association, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified
    from time to time)
	 	 	 
	6.	Assigned Interest:	See Schedules attached hereto
	 	 	 
	[7.	Trade Date:	______________]4
	 	 	 
	[Remainder of Page Intentionally Left Blank]
	 	 
	

        4    To
        be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the
        Trade Date.



 



    	 



    	 



    




Effective
Date:     _____________ ___, 20____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]


The
terms set forth in this Assignment and Assumption are hereby agreed to:


	 	 
	 	ASSIGNOR
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ASSIGNEES
	 	 	 
	 	See Schedules attached hereto


 



    	 



    	 



    





 


	 	 	 
	[Consented to and]5 Accepted:
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Administrative Agent
	 
	By	 	 
	Title:	 
	 
	[Consented to:]6
	 
	NORTH ATLANTIC TRADING COMPANY, INC.
	 
	By	 	 
	Title:	 





	 	 	 
	5	To be added only if the consent of the Administrative
    Agent is required by the terms of the Credit Agreement. May also use a master consent.
	6	To be added only if the consent of the Borrower is required
    by the terms of the Credit Agreement. May also use a master consent.




 



    	 



    	 



    




SCHEDULE
1

to Assignment and Assumption


By
its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached
Assignment and Assumption.


Assigned Interests:


 



	Facility
    

    Assigned1	Aggregate Amount
    of 

    Commitment/Loans

     for all Lenders2	Amount
    of

    Commitment/Loans

    Assigned3	Percentage Assigned
    

    of

    Commitment/Loans4	CUSIP

    Number
	 	  $	  $	%	 
	 	  $	  $	%	 
	 	  $	  $	%	 




	 	 	 
	 	[NAME OF ASSIGNEE]5
	 	[and is an Affiliate/Approved Fund of [identify
    Lender]6]
	 	 	 
	 	By:	 
	 	Title:


 



	 	 	 
	1	Fill in the appropriate terminology for the types of
    facilities under the Credit Agreement that are being assigned under this Agreement (e.g. “Initial Loan,” “Refinancing
    Loan,” etc.)
	2	Amount to be adjusted by the counterparties to take
    into account any payments or prepayments made between the Trade Date and the Effective Date.
	3	Amount to be adjusted by the counterparties to take
    into account any payments or prepayments made between the Trade Date and the Effective Date.
	4	Set forth, to at least 9 decimals, as a percentage of
    the Commitment/Loans of all Lenders thereunder.
	5	Add additional signature blocks, as needed.
	6	Select as appropriate.








    	 



    	 



    

 




ANNEX 1


to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.            Representations and
Warranties.


 


1.1            Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [the relevant]
Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and
(b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.            Assignee[s].
[The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements of an Eligible Assignee under the Credit
Agreement (subject to such consents, if any, as may be required under Section 10.9(b)(iii) of the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest,
is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof,
as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by [the] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon
the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 



    	 



    	 



    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant]
Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant]
Assignee for amounts which have accrued from and after the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York.




 



    	 



    	 



    

 


EXHIBIT G-2


to First Lien Term Loan Credit Agreement


 


[FORM OF] AFFILIATED LENDER ASSIGNMENT
AND ASSUMPTION


 


This Affiliated Lender
Assignment and Assumption (this “Affiliated Lender Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”)
and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified
on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees”
and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignees]
[Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined
herein shall have the meanings given to them in the First Lien Term Loan Credit Agreement identified below (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliated
Lender Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the [Assignee] [respective Assignees], and [the]
[each] Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below
of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including
without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted
to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as
a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights
and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as, [the] [an] “Assigned Interest”).
Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Affiliated Lender Assignment
and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	[INSERT NAME OF ASSIGNOR] 
	 	 	 
	2.	Assignee(s):	See Schedules attached hereto 
	 	 	 
	3.	Borrower:	North Atlantic Trading Company, Inc. 
	 	 	 
	4.	Administrative Agent:	Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement 


 


 



1
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


2
Select as appropriate.


3
Include bracketed language if there are multiple Assignees.


 



    	 



    	 



    

 


	5.	Credit Agreement:	First Lien Term Loan Credit Agreement dated as of January 13, 2014 among North Atlantic Trading Company, Inc., as Borrower, North Atlantic Holding Company, Inc., a Delaware corporation, NATC Holding Company, Inc., a Delaware corporation, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) 
	 	 	 
	6.	Assigned Interest:	See Schedules attached hereto 
	 	 	 
	[7.	Trade Date:	______________]4 


 


[Remainder of Page Intentionally Left Blank]


 


 



	4	To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. 



 



    	 



    	 



    

 


Effective Date: _____________ ___, 20____
[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR]


 


The terms set forth in this Affiliated
Lender Assignment and Assumption are hereby agreed to:


	 	 	 
	 	ASSIGNOR 
	 	 	 
	 	[NAME OF ASSIGNOR] 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	ASSIGNEES 
	 	 	 
	 	See Schedules attached hereto 


 



    	 



    	 



    

 


	 	 	 
	[Consented to and]5 Accepted: 	 
	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent 	 
	 	 
	By	 	 
	  Title: 	 
	 	 
	[Consented to:]6	 
	 	 
	NORTH ATLANTIC TRADING COMPANY, INC. 	 
	 	 
	By	 	 
	  Title: 	 


 


 



	5	To be added only if the consent of the Administrative Agent is required
    by the terms of the Credit Agreement. May also use a master consent.
	6	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.
    May also use a master consent.


 



    	 



    	 



    

 


SCHEDULE 1


to Affiliated Lender Assignment and Assumption


 


By its execution of
this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Affiliated Lender
Assignment and Assumption.


 


Assigned Interests: 


 


	Facility	Aggregate
    Amount of	Amount of	Percentage
    Assigned	CUSIP
	Assigned1	Commitment/Loans	Commitment/Loans	of	Number
	 	for
    all Lenders2	Assigned3	Commitment/Loans4	 
	 	$	$	%	 
	 	$	$	%	 
	 	$	$	%	 



	 	 	 	 
	 	[NAME OF ASSIGNEE]5 
	 	[and is an Affiliate/Approved Fund of [identify Lender]6] 
	 	 
	 	By:	 	 
	 	Title: 


 


 



	1	Fill in the appropriate terminology for the types of facilities under
    the Credit Agreement that are being assigned under this Agreement (e.g. “Initial Loan,” “Refinancing Loan,”
    etc.)
	2	Amount to be adjusted by the counterparties to take into account any payments or prepayments
    made between the Trade Date and the Effective Date.
	3	Amount to be adjusted by the counterparties to take into account any payments or prepayments
    made between the Trade Date and the Effective Date.
	4	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
    thereunder.
	5	Add additional signature blocks, as needed.
	6	Select as appropriate.


 



    	 



    	 



    

 


ANNEX 1


to Affiliated Lender Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS FOR

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1            Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [the relevant]
Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated
Lender Assignment and Assumption and to consummate the transactions contemplated hereby, [and] (iv) it is [not] a
Defaulting Lender [and (v) it is [Standard General LP] [an Affiliate of Standard General LP]]; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.            Assignee[s].
[The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements of an Eligible Assignee
under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.9(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest
and either it, or the Person exercising discretion in making its decision to acquire [the] [such]
Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has
received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such]
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated
Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, [and] (vii) if it
is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [such] Assignee,
[(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) after giving effect to the assignment contemplated
herein, the aggregate principal amount of Loans held by Standard General LP and its Affiliates does not exceed 20% of the aggregate
principal amount of all Loans outstanding] and (b) agrees that (i) it will, independently and without reliance upon the Administrative
Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 



    	 



    	 



    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each]
Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant]
Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant]
Assignee for amounts which have accrued from and after the Effective Date.


 


3.            General
Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Affiliated Lender Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this
Affiliated Lender Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.


 


[Remainder of Page Intentionally Left Blank]


 



    	 



    	 



    

 


In witness whereof,
the parties hereto have caused this Affiliated Lender Assignment and Assumption to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


	 	 	 	 
	[NAME OF ASSIGNOR], 	 
	as Assignor 	 
	 	 
	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	[NAME OF ASSIGNEE], 	 
	as Assignee 	 
	 	 
	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	Address for notices: 	 
	 	 
	[Insert Address (including contact name, fax number and e-mail address)] 


 



    	 



    	 



    

 


Accepted and Agreed


this __ day of ______ _____:


	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
	as Administrative Agent 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 


 



    	 



    	 



    

 


SCHEDULE I 


to Affiliated Lender Assignment and Assumption


 


	Term Loans	__________%	 
	 	 	 
	Term Loan Outstanding Amount assigned to Assignee:	$__________	 
	 	 	 
	Effective Date:	______ __, ___	 


 



    	 



    	 



    

 


EXHIBIT H-1


to First Lien Term Loan Credit Agreement


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the First Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among North Atlantic Trading Company,
Inc., a Delaware corporation (the “Borrower”), North Atlantic Holding Company, Inc., a Delaware corporation,
NATC Holding Company, Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, and Wells Fargo
Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b)
it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.




	 	 	 
	[NAME OF LENDER] 	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Date: ________ __, 20__ 	 




 



    	 



    	 



    

 


EXHIBIT H-2


to First Lien Term Loan Credit Agreement


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the First Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among North Atlantic Trading Company,
Inc., a Delaware corporation (the “Borrower”), North Atlantic Holding Company, Inc., a Delaware corporation,
NATC Holding Company, Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, and Wells Fargo
Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
(2) calendar years preceding such payments.


	 	 	 
	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Date: ________ __, 20__ 	 


 



    	 



    	 



    

 


EXHIBIT H-3


to First Lien Term Loan Credit Agreement


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the First Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among North Atlantic Trading Company,
Inc., a Delaware corporation (the “Borrower”), North Atlantic Holding Company, Inc., a Delaware corporation,
NATC Holding Company, Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, and Wells Fargo
Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation
in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners
of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form
W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two (2) calendar years preceding such payments.


	 	 	 
	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Date: ________ __, 20__ 	 



 



    	 



    	 



    

 


EXHIBIT H-4


to First Lien Term Loan Credit Agreement


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the First Lien Term Loan Credit Agreement dated as of January 13, 2014 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among North Atlantic Trading Company,
Inc., a Delaware corporation (the “Borrower”), North Atlantic Holding Company, Inc., a Delaware corporation,
NATC Holding Company, Inc., a Delaware corporation, the lenders who are or may become a party thereto, as Lenders, and Wells Fargo
Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members
is a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative Agent and (ii) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such
payments.


	 	 	 
	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Date: ________ __, 20__ 	 


 



    	 



    	 



    

 


EXHIBIT I


to First Lien Term Loan Credit Agreement


 


[FORM OF] GUARANTY AND SECURITY AGREEMENT


 


See execution
version.


 



    	 



    	 



    

 


EXHIBIT J


to First Lien Term Loan Credit Agreement


 


[FORM OF] PARI PASSU INTERCREDITOR AGREEMENT


 



    	 



    	 



    

 




[FORM
OF] FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT


 


dated
as of


 


[          ],
20[  ]


 


among


 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION],

as Initial First Lien Representative and Initial First Lien Collateral Agent,


 


[                               ],

as the Initial Other Representative,


 


[                               ],

as the Initial Other Collateral Agent,


 


and


 


each
additional Representative and Collateral Agent from time to time party hereto


 


and
acknowledged and agreed to by


 


NATC
HOLDING COMPANY, INC.,

as Holdings,


 


NORTH
ATLANTIC TRADING COMPANY, INC.,

as the Company


 


and
the other Grantors referred to herein


  




    	 



    	 



    

  

TABLE
OF CONTENTS 


	 	 	 	 	 	 
	 	 	 	 	 	Page
	 	 	 	 	 	 
	ARTICLE I. DEFINITIONS	 	2
	 	 	 	 	 	 
	 	SECTION 1.01	 	Certain Defined Terms	 	2
	 	SECTION 1.02	 	Rules of Interpretation	 	13
	 	 	 	 	 	 
	ARTICLE II. PRIORITIES AND AGREEMENTS WITH RESPECT
    TO SHARED COLLATERAL	 	14
	 	 	 	 	 	 
	 	SECTION 2.01	 	Priority of Claims	 	14
	 	SECTION 2.02	 	Actions with Respect to Shared Collateral; Prohibition on Contesting
    Liens	 	17
	 	SECTION 2.03	 	No Interference; Payment Over; Exculpatory Provisions	 	18
	 	SECTION 2.04	 	Automatic Release of Liens	 	19
	 	SECTION 2.05	 	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings	 	20
	 	SECTION 2.06	 	Reinstatement	 	21
	 	SECTION 2.07	 	Insurance and Condemnation Awards	 	21
	 	SECTION 2.08	 	Refinancings	 	22
	 	SECTION 2.09	 	Gratuitous Bailee/Agent for Perfection	 	22
	 	SECTION 2.10	 	Amendments to First Lien Collateral Documents	 	23
	 	SECTION 2.11	 	Similar Liens and Agreements	 	23
	 	 	 	 	 	 
	ARTICLE III. EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS	 	24
	 	 	 
	ARTICLE IV. THE APPLICABLE COLLATERAL AGENT	 	24
	 	 	 	 	 	 
	 	SECTION 4.01	 	Authority	 	24
	 	SECTION 4.02	 	Power-of-Attorney	 	26
	 	 	 	 	 	 
	ARTICLE V. MISCELLANEOUS	 	26
	 	 	 
	 	SECTION 5.01	 	Integration/Conflicts	 	26
	 	SECTION 5.02	 	Effectiveness; Continuing Nature of this Agreement; Severability	 	26
	 	SECTION 5.03	 	Amendments; Waivers	 	27
	 	SECTION 5.04	 	Information Concerning Financial Condition of the Grantors and
    their Subsidiaries	 	27
	 	SECTION 5.05	 	Submission to Jurisdiction; Certain Waivers	 	28
	 	SECTION 5.06	 	WAIVER OF JURY TRIAL	 	29
	 	SECTION 5.07	 	Notices	 	29
	 	SECTION 5.08	 	Further Assurances	 	30
	 	SECTION 5.09	 	Agency Capacities	 	30
	 	SECTION 5.10	 	GOVERNING LAW	 	30
	 	SECTION 5.11	 	Binding on Successors and Assigns	 	30


  




    	i



    	 



    

  


	 	 	 	 	 	 
	 	SECTION 5.12	 	Section Headings	 	31
	 	SECTION 5.13	 	Counterparts	 	31
	 	SECTION 5.14	 	Other First Lien Obligations	 	31
	 	SECTION 5.15	 	Authorization	 	33
	 	SECTION 5.16	 	No Third Party Beneficiaries/ Provisions Solely to Define Relative
    Rights	 	33
	 	SECTION 5.17	 	No Indirect Actions	 	33
	 	SECTION 5.18	 	Additional Grantors	 	33
	 	SECTION 5.19	 	ABL Intercreditor Agreement	 	34


  


	EXHIBITS	 	 	 	 
	 	 	 	 	 
	Exhibit A	 	-	 	Form of Joinder Agreement(Additional First Lien Debt/ Replacement
    Credit Agreement)
	Exhibit B	 	-	 	Form of Additional First Lien Debt/Replacement Credit Agreement
    Designation
	Exhibit C	 	-	 	Form of Joinder Agreement (Additional Grantors)


  




    	ii



    	 



    

 


FIRST
LIEN PARI PASSUINTERCREDITOR AGREEMENT


 


This
FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, this “Agreement”) dated as of [          ],
20[  ], among [WELLS FARGO BANK, NATIONAL ASSOCIATION], as administrative agent for the Initial Credit Agreement Claimholders
(in such capacity and together with its successors from time to time in such capacity, the “Initial First Lien Representative”)
and as collateral agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from
time to time in such capacity, the “Initial First Lien Collateral Agent”), [                                        ],
as Representative for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to
time in such capacity, the “Initial Other Representative”), [                         ],
as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time
to time in such capacity, the “Initial Other Collateral Agent”), and each additional Representative
and Collateral Agent from time to time party hereto for the Other First Lien Claimholders of the Series with respect to which
it is acting in such capacity, and acknowledged and agreed to by NATC HOLDING COMPANY, INC., a Delaware corporation (“Holdings”),
NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation (the “Company”), and the other Grantors.
Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below.


 


Reference
is made to the First Lien Term Loan Credit Agreement dated as of January1 3, 2014 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Initial Credit Agreement”), among North Atlantic
Holding Company, Inc. (“Parent”), Holdings, the Company, the Lenders party thereto from time to time,
the Initial First Lien Representative, the Initial First Lien Collateral Agent and the other parties named therein.


 


Pursuant
to the Initial Credit Agreement, each of Holdings and the Company has agreed to cause certain current and future Subsidiaries
to agree to guaranty the Initial Credit AgreementObligations pursuant to a Guaranty and Security Agreement(the “Guaranty”);


 


The
obligations of the Company under the Initial Credit Agreement and the obligations of Holdings and the Subsidiary guarantors under
the Guaranty will be secured on a first-priority basis by liens on substantially all the assets of the Company, Holdings and the
Subsidiary guarantors (such current and future Subsidiaries of the Company providing a guaranty thereof, the “Guarantor
Subsidiaries”), respectively, pursuant to the terms of the Initial Credit AgreementCollateral Documents;


 


The
Initial Credit Agreement Documents provide, among other things, that the parties thereto shall set forth in this Agreement their
respective rights and remedies with respect to the Collateral; and


 


In
consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, each of the Initial First Lien Representative (for itself and on
behalf of each other Initial Credit Agreement Claimholder), the Initial First Lien Collateral Agent (for itself and on behalf
of each other Initial Credit Agreement Claimholder), the Initial Other Representative (for itself and on behalf of each other
Initial Other First Lien Claimholder), the Initial Other Collateral Agent (for itself and on behalf of each other Initial Other
First Lien Claimholder) and each Additional First Lien Representative and Additional First Lien Collateral Agent (in each case,
for itself and on behalf of the Additional First Lien Claimholders of the applicable Series), intending to be legally bound, hereby
agrees as follows:


 




    	 	1	 



     


    

 


ARTICLE
I.


 


DEFINITIONS


 


SECTION
1.01           Certain Defined Terms. 


 


Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Initial Credit Agreement (whether or
not then in effect), and the following terms which are defined in the UCC are used herein as so defined (and if defined in
more than one article of the UCC shall have the meaning specified in Article 9 thereof): Certificated Security, Commodity
Account, Commodity Contract, Deposit Account, Electronic Chattel Paper, Promissory Note, Instrument, Letter of Credit Right,
Securities Entitlement, Securities Account and Tangible Chattel Paper. As used in this Agreement, the following terms have
the meanings specified below:


 


“ABL
Intercreditor Agreement” means that certain Intercreditor Agreement dated as of January 13, 2014 by and between
Wells Fargo Bank, National Association, as Initial First Lien Agent (as defined therein), Wells Fargo Bank, National Association,
as Initial Second Lien Agent (as defined therein), Wells Fargo Bank, National Association, as Initial ABL Agent (as defined therein),
and acknowledged and agreed to by the Grantors, that defines the relative rights and priority of the ABL Claimholders (as defined
therein) and the Term Loan Claimholders (as defined therein) as amended, restated, amended and restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof.


 


“ABL
Priority Collateral” shall have the meaning assigned to that term in the ABL Intercreditor Agreement.


 


“ABL
Priority Collateral Enforcement Date” shall have the meaning assigned to such term in the definition of “Non-Controlling
Representative Enforcement Date”.


 


“Additional
First Lien Claimholders” shall have the meaning assigned to such term in Section 5.14.


 


“Additional
First Lien Collateral Agent” means with respect to each Series of Other First Lien Obligations and each Replacement
Credit Agreement, in each case, that becomes subject to the terms of this Agreement after the date hereof, the Person serving
as collateral agent (or the equivalent) for such Series of Other First Lien Obligations or Replacement Credit Agreement and named
as such in the applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with its successors from
time to time in such capacity. If an Additional First Lien Collateral Agent is the Collateral Agent under a Replacement Credit
Agreement, it shall also be a Replacement Collateral Agent and the Credit Agreement Collateral Agent;otherwise, it shall be an
Other First Lien Collateral Agent.


 




    	 	2	 



     


    

  


“Additional
First Lien Debt” shall have the meaning assigned to such term in Section 5.14. 


 


“Additional
First Lien Representative” means with respect to each Series of Other First Lien Obligations and each Replacement
Credit Agreement, in each case, that becomes subject to the terms of this Agreement after the date hereof, the Person serving
as administrative agent, trustee or in a similar capacity for such Series of Other First Lien Obligations or Replacement Credit
Agreement and named as such in the applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with
its successors from time to time in such capacity. If an Additional First Lien Representative is the Representative under a Replacement
Credit Agreement, it shall also be a Replacement Representative and the Credit Agreement Representative;otherwise, it shall be
an Other First Lien Representative.


 


“Agreement”
shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Applicable
Collateral Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement and (y) the Non-Controlling
Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge
of Credit Agreement and (y) the Non-Controlling Representative Enforcement Date, the Collateral Agent for the Series of First
Lien Obligations represented by the Major Non-Controlling Representative.


 


“Applicable
Representative” means (i) until the earlier of (x) the Discharge of Credit Agreement and (y) the Non-Controlling
Representative Enforcement Date, the Credit Agreement Representative and (ii) from and after the earlier of (x) the Discharge
of Credit Agreement and (y) the Non-Controlling Representative Enforcement Date, the Major Non-Controlling Representative.


 


“Bankruptcy
Case” shall have the meaning assigned to such term in Section 2.05(b).


 


“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


 


“Bankruptcy
Law” means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to close.


 


“Collateral”
means all assets and properties subject to, or purported to be subject to, Liens created pursuant to any First Lien Collateral
Document to secure one or more Series of First Lien Obligations and shall include any property or assets subject to replacement
Liens or adequate protection Liens in favor of any First Lien Claimholder.


 




    	 	3	 



     


    

  


“Collateral
Agent” means (i) in the case of any Credit Agreement Obligations, the Credit Agreement Collateral Agent (which in
the case of the Initial Credit Agreement Obligations shall be the Initial First Lien Collateral Agent and in the case of any Replacement
Credit Agreement shall be the Replacement Collateral Agent) and (ii) in the case of the Other First Lien Obligations, the Other
First Lien Collateral Agent (which in the case of the Initial Other First Lien Obligations shall be the Initial Other Collateral
Agent and in the case of any other Series of Other First Lien Obligations shall be the Additional First Lien Collateral Agent
for such Series).


 


“Company”
has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Control
Collateral” means any Shared Collateral in the “control” (within the meaning of Section 9-104, 9-105,
9-106, 9-107 or 8-106 of the Uniform Commercial Code of any applicable jurisdiction) of any Collateral Agent (or its agents or
bailees), to the extent that control thereof perfects a Lien thereon under the Uniform Commercial Code of any applicable jurisdiction.
Control Collateral includes any Deposit Accounts, Securities Accounts, Securities Entitlements, Commodity Accounts, Commodity
Contracts, Letter of Credit Rights or Electronic Chattel Paper over which any Collateral Agent has “control” under
the applicable Uniform Commercial Code.


 


“Controlling
Claimholders” means (i) at any time when the Credit Agreement Collateral Agent is the Applicable Collateral Agent,
the Credit Agreement Claimholders and (ii) at any other time, the Series of First Lien Claimholders whose Collateral Agent is
the Applicable Collateral Agent.


 


“Credit
Agreement” means (i) the Initial Credit Agreement and (ii) each Replacement Credit Agreement.


 


“Credit
Agreement Claimholders” means (i) the Initial Credit Agreement Claimholders and (ii) the Replacement Credit Agreement
Claimholders.


 


“Credit
Agreement Collateral Agent” means (i) the Initial First Lien Collateral Agent and (ii) the Replacement
Collateral Agent under any Replacement Credit Agreement.


 


“Credit
Agreement Collateral Documents” means (i) the Initial Credit Agreement Collateral Documents and (ii) the Replacement
Credit Agreement Collateral Documents.


 


“Credit
Agreement Documents” means (i) the Initial Credit Agreement Documents and (ii) the Replacement Credit Agreement
Documents.


 


“Credit
Agreement Obligations” means (i) the Initial Credit Agreement Obligations and (ii) the Replacement Credit Agreement
Obligations.


 


“Credit
Agreement Representative” means (i) the Initial First Lien Representative and (ii) the Replacement
Representative under any Replacement Credit Agreement.


 




    	 	4	 



     


    

 


“Declined
Liens” shall have the meaning assigned to such term in Section 2.11.


 


“Default”
means a “Default” (or similarly defined term) as defined in any First Lien Document.


 


“Designation”
means a designation of Additional First Lien Debt and, if applicable, the designation of a Replacement Credit Agreement, in each
case, in substantially the form of Exhibit B attached hereto.


 


“DIP
Financing” shall have the meaning assigned to such term in Section 2.05(b).


 


“DIP
Financing Liens” shall have the meaning assigned to such term in Section 2.05(b).


 


“DIP
Lenders” shall have the meaning assigned to such term in Section 2.05(b).


 


“Discharge”
means, with respect to any Series of First Lien Obligations, that such Series of First Lien Obligations is no longer secured
by, and no longer required to be secured by, any Shared Collateral. The term “Discharged”
shall have a corresponding meaning.


 


“Discharge
of Credit Agreement” means, except to the extent otherwise provided in Section 2.06, the Discharge of the
Credit Agreement Obligations; provided that the Discharge of Credit Agreement shall be deemed not to have occurred if a
Replacement Credit Agreement is entered into until, subject to Section 2.06, the Replacement Credit Agreement Obligations
shall have been Discharged.


 


“Equity
Release Proceeds” shall have the meaning assigned to such term in Section 2.04(a).


 


“Event
of Default” means an “Event of Default” (or similarly defined term) as defined in any First Lien Document.


 


“First
Lien Claimholders” means (i) the Credit Agreement Claimholders and (ii) the Other First Lien Claimholders with respect
to each Series of Other First Lien Obligations.


 


“First
Lien Collateral Documents” means, collectively, (i) the Credit Agreement Collateral Documents and (ii) the Other
First Lien Collateral Documents.


 


“First
Lien Documents” means (i) the Credit Agreement Documents, (ii) the Initial Other First Lien Documents and
(iii) each other Other First Lien Document.


 


“First
Lien Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Other First
Lien Obligations.


 


“Grantors”
means Holdings, the Company and each Subsidiary of the Company which has granted a security interest pursuant to any First Lien
Collateral Document to secure any Series of First Lien Obligations.


 




    	 	5	 



     


    

 


“Impairment”
shall have the meaning assigned to such term in Section 2.01(b)(ii).


 


“Indebtedness”
means indebtedness in respect of borrowed money.


 


“Initial
Credit Agreement” shall have the meaning assigned to such term in the second paragraph of this Agreement.


 


“Initial
Credit Agreement Claimholders” means the holders of any Initial Credit Agreement Obligations, including the “Secured
Parties” as defined in the Initial Credit Agreement or in the Initial Credit Agreement Collateral Documents and the Initial
First Lien Representative and Initial First Lien Collateral Agent.


 


“Initial
Credit Agreement Collateral Documents” means the Security Documents (as defined in the Initial Credit
Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any
Initial Credit Agreement Obligations or to perfect such Lien (as each may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time ).


 


“Initial
Credit Agreement Documents” means the Initial Credit Agreement, each Initial Credit Agreement Collateral Document
and the other Loan Documents (as defined in the Initial Credit Agreement), and each of the other agreements, documents and instruments
providing for or evidencing any other Initial Credit Agreement Obligation, as each may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time.


 


“Initial
Credit Agreement Obligations” means:


 


(a)          (i)
all principal of and interest (including any Post-Petition Interest) and premium (if any) on all loans made pursuant to the Initial
Credit Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including any Post-Petition Interest) with
respect to any letter of credit or similar instrument issued pursuant to the Initial Credit Agreement and (iii) all guarantee
obligations, fees, expenses and all other obligations under the Initial Credit Agreement and the other Initial Credit Agreement
Documents, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding; and


 


(b)
          to the extent any payment with respect to any Initial Credit Agreement
Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise)
is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession,
any Other First Lien Claimholder, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied
shall, for the purposes of this Agreement and the rights and obligations of the Initial Credit Agreement Claimholders and the
Other First Lien Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that
any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the Initial Credit Agreement
Documents are disallowed by order of any court, including by order of a court of competent jurisdiction presiding over an Insolvency
or Liquidation Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as between the
Initial Credit Agreement Claimholders and the Other First Lien Claimholders, be deemed to continue to accrue and be added to the
amount to be calculated as the “Initial Credit Agreement Obligations”.


 




    	 	6	 



     


    

  


“Initial
First Lien Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this
Agreement.


 


“Initial
First Lien Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Initial
Other Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Initial
Other Collateral Documents” means the [Security][Collateral] Documents (as defined in the Initial Other First Lien
Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial
Other First Lien Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time).


 


“Initial
Other First Lien Agreement” means [describe the credit agreement, indenture or other document pursuant to which
the Initial Other First Lien Obligations are incurred].


 


“Initial
Other First Lien Claimholders” means the holders of any Initial Other First Lien Obligations, the Initial Other
Representative and the Initial Other Collateral Agent.


 


“Initial
Other First Lien Documents” means the Initial Other First Lien Agreement, each Initial Other Collateral Document
and each of the other agreements, documents and instruments providing for or evidencing any other Initial Other First Lien Obligations,
as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Initial
Other First Lien Obligations” means the Other First Lien Obligations pursuant to the Initial Other First Lien Documents.


 


“Initial
Other Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Insolvency
or Liquidation Proceeding” means:


 


(a)
          any voluntary or involuntary case or proceeding under the Bankruptcy
Code with respect to any Grantor;


 


(b)
         any other voluntary or involuntary insolvency, reorganization or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor
or with respect to a material portion of its assets;


 


(c)
          any liquidation, dissolution, reorganization or winding up of any
Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or


 




    	 	7	 



     


    

  






(d)
          any assignment for the benefit of creditors or any other marshaling
of assets and liabilities of any Grantor.


“Intervening
Creditor” shall have the meaning assigned to such term in Section 2.01(b)(i).


“Joinder
Agreement” means a document in the form of Exhibit A to this Agreement required to be delivered by a Representative
to each Collateral Agent and each other Representative pursuant to Section 5.14 of this Agreement in order to create an
additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations (including the Credit
Agreement) and bind First Lien Claimholders hereunder.


“Lien”
means any lien (including judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, call, trust (whether contractual, statutory, deemed, equitable,
constructive, resulting or otherwise), UCC financing statement or other preferential arrangement having the practical effect of
any of the foregoing, including any right of set-off or recoupment.


“Major
Non-Controlling Representative” means the Representative of the Series of Other First Lien Obligations that constitutes
the largest outstanding principal amount of any then outstanding Series of Other First Lien Obligations (provided, however,
that if there are two outstanding Series of Other First Lien Obligations which have an equal outstanding principal amount, the
Series of Other First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal
amount for purposes of this clause (i)). For purposes of this definition, “principal amount” shall be deemed
to include the face amount of any outstanding letter of credit issued under the particular Series.


“Non-Controlling
Claimholders” means the First Lien Claimholders which are not Controlling Claimholders.


“Non-Controlling
Representative” means, at any time, each Representative that is not the Applicable Representative at such time.


 



    	8



    	 



    




“Non-Controlling
Representative Enforcement Date” means, with respect to any Non-Controlling Representative, (I) in the case of any
Term Loan Priority Collateral, the date which is 180 days (throughout which 180 day period such Non-Controlling Representative
was the Major Non-Controlling Representative) after the occurrence of both (i)an Event of Default (under and as defined in the
First Lien Documents under which such Non-Controlling Representative is the Representative) and (ii) each Collateral Agent’s
and each other Representative’s receipt of written notice from such Non-Controlling Representative certifying that (x) such
Non-Controlling Representative is the Major Non-Controlling Representative and that an Event of Default (under and as defined
in the First Lien Documents under which such Non-Controlling Representative is the Representative) has occurred and is continuing
and (y)the First Lien Obligations of the Series with respect to which such Non-Controlling Representative is the Representative
are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms
of the applicable Other First Lien Document (the “Term Loan Priority Collateral Enforcement Date”) and
(II) in the case of any ABL Priority Collateral, the date which is 180 days (throughout which 180 day period such Non-Controlling
Representative was the Major Non-Controlling Representative) after the occurrence of each of (i) an Event of Default (under and
as defined in the First Lien Documents under which such Non-Controlling Representative is the Representative), (ii) each Collateral
Agent’s and each other Representative’s receipt of written notice from such Non-Controlling Representative certifying
that (x) such Non-Controlling Representative is the Major Non-Controlling Representative and that an Event of Default (under and
as defined in the First Lien Documents under which such Non-Controlling Representative is the Representative) has occurred and
is continuing and (y)the First Lien Obligations of the Series with respect to which such Non-Controlling Representative is the
Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance
with the terms of the applicable Other First Lien Document) and (iii) the expiration of the Term Loan Standstill Period (as defined
in the ABL Intercreditor Agreement) (the “ABL Priority Collateral Enforcement Date” and together with
the Term Loan Priority Collateral Enforcement Date, the “Enforcement Date”); provided, however,
if the ABL Intercreditor Agreement is no longer in effect, the Enforcement Date for all Collateral shall be the Term Loan Priority
Collateral Enforcement Date; provided, further, that the Non-Controlling Representative Enforcement Date shall be
stayed and shall not occur and shall be deemed not to have occurred (1)at any time the Applicable Collateral Agent acting on the
instructions of the Applicable Representative has commenced and is diligently pursuing any enforcement action with respect to
Shared Collateral or (2) at any time the Grantor that has granted a security interest in Shared Collateral is then a debtor under
or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.


“Other
First Lien Agreement” means any indenture, notes, credit agreement or other agreement, document (including any document
governing reimbursement obligations in respect of letters of credit issued pursuant to any Other First Lien Agreement) or instrument,
including the Initial Other First Lien Agreement, pursuant to which any Grantor has or will incur Other First Lien Obligations;
provided that, in each case, the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been
designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14. For avoidance of doubt, neither
the Initial Credit Agreement nor any Replacement Credit Agreement shall constitute an Other First Lien Agreement.


“Other
First Lien Claimholder” means the holders of any Other First Lien Obligations and any Representative and Collateral
Agent with respect thereto and shall include the Initial Other First Lien Claimholders.


“Other
First Lien Collateral Agents” means each of the Collateral Agents other than the Credit Agreement Collateral Agent.


 



    	9



    	 



    




“Other
First Lien Collateral Documents” means the Security Documents or Collateral Documents or similar term (in each case
as defined in the applicable Other First Lien Agreement) and any other agreement, document or instrument entered into for the
purpose of granting a Lien to secure any Other First Lien Obligations or to perfect such Lien (as each may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time).


“Other
First Lien Documents” means, with respect to the Initial Other First Lien Obligations or any Series of Other First
Lien Obligations, the Other First Lien Agreements, including the Initial Other First Lien Documents and the Other First Lien Collateral
Documents applicable thereto and each other agreement, document and instrument providing for or evidencing any other Other First
Lien Obligation, as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time;
provided that, in each case, the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been
designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14 hereto.


“Other
First Lien Obligations” means all amounts owing to any Other First Lien Claimholder (including any Initial Other
First Lien Claimholder) pursuant to the terms of any Other First Lien Document (including the Initial Other First Lien Documents),
including all amounts in respect of any principal, interest (including any Post-Petition Interest), premium (if any), penalties,
fees, expenses (including fees, expenses and disbursements of agents, professional advisors and legal counsel), indemnifications,
reimbursements, damages and other liabilities, and guarantees of the foregoing amounts, in each case whether or not allowed or
allowable in an Insolvency or Liquidation Proceeding. Other First Lien Obligations shall include any Registered Equivalent Notes
and guarantees thereof by the Grantors issued in exchange therefor. For avoidance of doubt, neither the Initial Credit Agreement
Obligations nor any Replacement Credit Agreement Obligations shall constitute Other First Lien Obligations.


“Other
First Lien Representatives” means each of the Representatives other than the Credit Agreement Representative.


“Possessory
Collateral” means any Shared Collateral in the possession of any Collateral Agent (or its agents or bailees), to
the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise.
Possessory Collateral includes any Certificated Securities, Promissory Notes, Instruments, and Tangible Chattel Paper, in each
case, delivered to or in the possession of any Collateral Agent under the terms of the First Lien Collateral Documents.


“Post-Petition
Interest” means interest, fees, expenses and other charges that pursuant to the Credit Agreement Documents or Other
First Lien Documents, as applicable, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether
or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency
or Liquidation Proceeding.


“Proceeds”
shall have the meaning assigned to such term in Section 2.01(a).


“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace,
refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part and regardless
of whether the principal amount of such Refinancing Indebtedness is the same, greater than or less than the principal amount of
the Refinanced Indebtedness. “Refinanced” and “Refinancing” shall have correlative
meanings.


 



    	10



    	 



    




“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act of 1933, substantially identical notes (having the same guarantees and substantially the same collateral)
issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


“Replacement
Collateral Agent” means, in respect of any Replacement Credit Agreement, the collateral agent or person serving
in similar capacity under the Replacement Credit Agreement.


“Replacement
Credit Agreement” means any loan agreement, indenture or other agreement that (i) Refinances the Credit Agreement
in accordance with Section 2.08 hereof so long as, after giving effect to such Refinancing, the agreement that was the
Credit Agreement immediately prior to such Refinancing is no longer secured, and no longer required to be secured, by any of the
Collateral and (ii) becomes the Credit Agreement hereunder by designation as such pursuant to Section 5.14.


“Replacement
Credit Agreement Claimholders” means the holders of any Replacement Credit Agreement Obligations, including the
“Secured Parties” as defined in the Replacement Credit Agreement or in the Replacement Credit Agreement Collateral
Documents and the Replacement Representative and Replacement Collateral Agent.


“Replacement
Credit Agreement Collateral Documents” means the Security Documents or Collateral Documents or similar term (as
defined in the Replacement Credit Agreement) and any other agreement, document or instrument entered into for the purpose of granting
a Lien to secure any Replacement Credit Agreement Obligations or to perfect such Lien (as each may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time).


“Replacement
Credit Agreement Documents” means the Replacement Credit Agreement, each Replacement Credit Agreement Collateral
Document and the other Loan Documents (as defined in the Replacement Credit Agreement), and each of the other agreements, documents
and instruments providing for or evidencing any other Replacement Credit Agreement Obligation, as each may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time.


“Replacement
Credit Agreement Obligations”  means:


(a)
          (i) all principal of and interest (including any Post-Petition Interest)
and premium (if any) on all loans made pursuant to the Replacement Credit Agreement, (ii) all reimbursement obligations (if any)
and interest thereon (including any Post-Petition Interest) with respect to any letter of credit or similar instrument issued
pursuant to the Replacement Credit Agreement and (iii) all guarantee obligations, fees, expenses and all other obligations under
the Replacement Credit Agreement and the other Replacement Credit Agreement Documents, in each case whether or not allowed or
allowable in an Insolvency or Liquidation Proceeding; and


 



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(b)
          to the extent any payment with respect to any Replacement Credit Agreement
Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise)
is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession,
any Other First Lien Claimholder, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied
shall, for the purposes of this Agreement and the rights and obligations of the Replacement Credit Agreement Claimholders and
the Other First Lien Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent
that any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the Replacement Credit
Agreement Documents are disallowed by order of any court, including by order of a court of competent jurisdiction presiding over
an Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as
between the Replacement Credit Agreement Claimholders and the Other First Lien Claimholders, be deemed to continue to accrue and
be added to the amount to be calculated as the “Replacement Credit Agreement Obligations”.


“Replacement
Representative” means, in respect of any Replacement Credit Agreement, the administrative agent, trustee or person
serving in similar capacity under the Replacement Credit Agreement.


“Representative”
means, at any time, (i) in the case of any Initial Credit Agreement Obligations or the Initial Credit Agreement Claimholders,
the Initial First Lien Representative, (ii) in the case of the Initial Other First Lien Obligations or the Initial Other First
Lien Claimholders, the Initial Other Representative, (iii) in the case of any Replacement Credit Agreement Obligations or the
Replacement Credit Agreement Claimholders, the Replacement Representative and (iv) in the case of any other Series of Other First
Lien Obligations or Other First Lien Claimholders of such Series that becomes subject to this Agreement after the date hereof,
the Additional First Lien Representative for such Series.


“Series”
means (a) with respect to the First Lien Claimholders, each of (i) the Initial Credit Agreement Claimholders (in their capacities
as such), (ii) the Initial Other First Lien Claimholders (in their capacities as such), (iii) the Replacement Credit Agreement
Claimholders (in their capacities as such), and (iv) the Other First Lien Claimholders (in their capacities as such) that become
subject to this Agreement after the date hereof that are represented by a common Representative (in its capacity as such for such
Other First Lien Claimholders) and (b) with respect to any First Lien Obligations, each of (i) the Initial Credit Agreement Obligations,
(ii) the Initial Other First Lien Obligations, (iii) the Replacement Credit Agreement Obligations and (iv) the Other First Lien
Obligations incurred pursuant to any Other First Lien Document, which pursuant to any Joinder Agreement, are to be represented
hereunder by a common Representative (in its capacity as such for such Other First Lien Obligations).


 



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“Shared
Collateral” means, at any time, subject to Section 2.01(e) hereof, Collateral in which the holders of two
or more Series of First Lien Obligations (or their respective Representatives or Collateral Agents on behalf of such holders)
hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security
interest or Lien at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of
less than all Series of First Lien Obligations hold, or purport to hold, or are required to hold pursuant to the First Lien Documents
in respect of such Series, a valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute
Shared Collateral for those Series of First Lien Obligations that hold, or purport to hold, or are required to hold pursuant to
the First Lien Documents in respect of such Series, a valid security interest or Lien in such Collateral at such time and shall
not constitute Shared Collateral for any Series which does not hold, or purport to hold, or are required to hold pursuant to the
First Lien Documents in respect of such Series, a valid security interest or Lien in such Collateral at such time.


“Subsidiary”
means, with respect to any Person, any other Person of which more than 50% of the total voting power of shares of stock or other
ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of such other Person
or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or
cause the direction of the management and policies thereof is at the time owned or Controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof.


“Term
Loan Priority Collateral” has the meaning assigned to that term in the ABL Intercreditor Agreement.


“Term
Loan Priority Collateral Enforcement Date” shall have the meaning assigned to such term in the definition of “Non-Controlling
Representative Enforcement Date”.


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that
in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect
to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State
of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions hereof relating to such perfection, priority or remedies.


“Underlying
Assets” shall have the meaning assigned to such term in Section 2.04(a).


SECTION
1.02                Rules
of Interpretation.


The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time
to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement
thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns
from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references
herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v)
unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights and (vi) the term “or” is not exclusive.


 



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ARTICLE
II.


PRIORITIES
AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL


SECTION
2.01                Priority
of Claims. 


(a)
          Anything contained herein or in any of the First Lien Documents to
the contrary notwithstanding (but subject to Sections 2.01(b) and 2.11(b)), if an Event of Default has occurred
and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Collateral, or any
distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Claimholder receives
any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral,
the proceeds of any sale, collection or other liquidation of any Shared Collateral or Equity Release Proceeds received by any
First Lien Claimholder or received by the Applicable Collateral Agent or any First Lien Claimholder pursuant to any such intercreditor
agreement or otherwise with respect to such Collateral and proceeds of any such distribution (subject, in the case of any such
distribution, to the sentence immediately following clause THIRD below) to which the First Lien Obligations are entitled under
any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation
of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and
any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any
Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied
by the Applicable Collateral Agent in the following order:


(i)
          FIRST, to the payment of all amounts owing to each Collateral Agent
(in its capacity as such) and each Representative (in its capacity as such) secured by such Shared Collateral or, in the case
of Equity Release Proceeds, secured by the Underlying Assets, including all reasonable costs and expenses incurred by each Collateral
Agent (in its capacity as such) and each Representative (in its capacity as such) in connection with such collection or sale or
otherwise in connection with this Agreement, any other First Lien Document or any of the First Lien Obligations, including all
court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred
in connection with the exercise of any right or remedy hereunder or under any other First Lien Document and all fees and indemnities
owing to such Collateral Agents and Representatives, ratably to each such Collateral Agent and Representative in accordance with
the amounts payable to it pursuant to this clause FIRST;


 



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(ii)          SECOND,
subject to Sections 2.01(b) and 2.11(b), to the extent Proceeds remain after the application pursuant to preceding
clause (i), to each Representative for the payment in full of the other First Lien Obligations of each Series secured by
such Shared Collateral or, in the case of Equity Release Proceeds, secured by the Underlying Assets, and, if the amount of such
Proceeds are insufficient to pay in full the First Lien Obligations of each Series so secured then such Proceeds shall be allocated
among the Representatives of each Series secured by such Shared Collateral or, in the case of Equity Release Proceeds, secured
by the Underlying Assets, pro rata according to the amounts of such First Lien Obligations owing to each such respective
Representative and the other First Lien Claimholders represented by it for distribution by such Representative in accordance with
its respective First Lien Documents; and


(iii)          
THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii),
to the Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same,
including pursuant to any Second Lien Intercreditor Agreement (as defined in the Credit Agreement), if applicable.


If,
despite the provisions of this Section 2.01(a), any First Lien Claimholder shall receive any payment or other recovery
in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with
this Section 2.01(a), such First Lien Claimholder shall hold such payment or recovery in trust for the benefit of all First
Lien Claimholders for distribution in accordance with this Section 2.01(a).


(b)
          (i)           Notwithstanding
the foregoing, with respect to any Shared Collateral or Equity Release Proceeds for which a third party (other than a First Lien
Claimholder) has a Lien that is junior in priority to the Lien of any Series of First Lien Obligations but senior (as determined
by appropriate legal proceedings in the case of any dispute) to the Lien of any other Series of First Lien Obligations (such third
party an “Intervening Creditor”), the value of any Shared Collateral, Equity Release Proceeds or Proceeds
which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral, Equity
Release Proceeds or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment
exists.


 



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(ii)
          In furtherance of the foregoing and without limiting the provisions
of Section 2.03, it is the intention of the First Lien Claimholders of each Series that the holders of First Lien Obligations
of such Series (and not the First Lien Claimholders of any other Series) (1) bear the risk of any determination by a court of
competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are
subordinated to any other obligations (other than another Series of First Lien Obligations), (y)any of the First Lien Obligations
of such Series do not have a valid and perfected security interest in any of the Collateral securing any other Series of First
Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series
of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior
to the security interest of any other Series of First Lien Obligations and (2) not take into account for purposes of this Agreement
the existence of any Collateral (other than Equity Release Proceeds) for any other Series of First Lien Obligations that is not
Shared Collateral (any such condition referred to in the foregoing clauses (1) or (2) with respect to any Series of First Lien
Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim
with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be
an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien
Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and
the rights of the holders of such Series of First Lien Obligations (including the right to receive distributions in respect of
such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary
so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to
such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including
pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Documents governing
such First Lien Obligations shall refer to such obligations or such documents as so modified.


(c)
          It is acknowledged that the First Lien Obligations of any Series may,
subject to the limitations set forth in the then existing First Lien Documents and subject to any limitations set forth in this
Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise
amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions
of this Agreement defining the relative rights of the First Lien Claimholders of any Series.


(d)
          Notwithstanding the date, time, method, manner or order of grant,
attachment or perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding
any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the First Lien Documents or any
defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance whatsoever (but,
in each case, subject to Section 2.01(b)), each First Lien Claimholder hereby agrees that the Liens securing each Series
of First Lien Obligations on any Shared Collateral shall be of equal priority.


(e)
          Notwithstanding anything in this Agreement or any other First Lien
Document to the contrary, prior to the Discharge of the Credit Agreement Obligations, Collateral consisting of cash and cash equivalents
pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of letters of credit pursuant
to the Credit Agreement shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral.


 



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SECTION
2.02      Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. 


(a)
          Notwithstanding Section 2.01, (i) only the Applicable Collateral
Agent shall act or refrain from acting with respect to Shared Collateral (including with respect to any other intercreditor agreement
with respect to any Shared Collateral), (ii) the Applicable Collateral Agent shall act only on the instructions of the Applicable
Representative and shall not follow any instructions with respect to such Shared Collateral (including with respect to any other
intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Representative (or any other First Lien
Claimholder other than the Applicable Representative) and (iii) no Other First Lien Claimholder shall or shall instruct any Collateral
Agent to, and any other Collateral Agent that is not the Applicable Collateral Agent shall not, commence any judicial or nonjudicial
foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over,
attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to
enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including
with respect to any other intercreditor agreement with respect to Shared Collateral), whether under any First Lien Collateral
Document (other than the First Lien Collateral Documents applicable to the Applicable Collateral Agent), applicable law or otherwise,
it being agreed that only the Applicable Collateral Agent, acting in accordance with the First Lien Collateral Documents applicable
to it, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time.


(b)
          Without limiting the provisions of Section 4.02, each Non-Controlling
Representative and Collateral Agent that is not the Applicable Collateral Agent hereby appoints the Applicable Collateral Agent
as its agent and authorizes the Applicable Collateral Agent to exercise any and all remedies under each First Lien Collateral
Document with respect to Shared Collateral and to execute releases in connection therewith. Each Representative and each Collateral
Agent hereby designate the Applicable Collateral Agent as the “Designated First Lien Agent” and “Designated
Term Loan Agent” for purposes of the ABL Intercreditor Agreement.


(c)
          Notwithstanding the equal priority of the Liens securing each Series
of First Lien Obligations granted on the Shared Collateral, the Applicable Collateral Agent (acting on the instructions of the
Applicable Representative) may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior and exclusive
Lien on such Shared Collateral. No Non-Controlling Representative, Non-Controlling Claimholder or Collateral Agent that is not
the Applicable Collateral Agent will contest, protest or object to any foreclosure proceeding or action brought by the Applicable
Collateral Agent, the Applicable Representative or the Controlling Claimholders or any other exercise by the Applicable Collateral
Agent, the Applicable Representative or the Controlling Claimholders of any rights and remedies relating to the Shared Collateral.
The foregoing shall not be construed to limit the rights and priorities of any First Lien Claimholder, Collateral Agent or Representative
with respect to any Collateral not constituting Shared Collateral.






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(d)
          Each of the Collateral Agents (other than the Credit Agreement Collateral
Agent) and the Representatives (other than the Credit Agreement Representative) agrees that it will not accept any Lien on any
Collateral for the benefit of any Series of Other First Lien Obligations (other than funds deposited for the satisfaction, discharge
or defeasance of any Other First Lien Agreement) other than pursuant to the First Lien Collateral Documents, and by executing
this Agreement (or a Joinder Agreement), each such Collateral Agent and each such Representative and the Series of First Lien
Claimholders for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Collateral
Documents applicable to it.


(e)
          Each of the First Lien Claimholders agrees that it will not (and hereby
waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders
in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall
be construed to prevent or impair the rights of any Collateral Agent or any Representative to enforce this Agreement.


SECTION
2.03      No Interference; Payment Over; Exculpatory Provisions.


(a)
          Each First Lien Claimholder agrees that (i) it will not challenge
or question or support any other Person in challenging or questioning in any proceeding the validity or enforceability of any
First Lien Obligations of any Series or any First Lien Collateral Document or the validity, attachment, perfection or priority
of any Lien under any First Lien Collateral Document or the validity or enforceability of the priorities, rights or duties established
by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair
the rights of any First Lien Claimholder from challenging or questioning the validity or enforceability of any First Lien Obligations
constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code,
(ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or
delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral
by the Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to and shall not otherwise
(A) direct the Applicable Collateral Agent or any other First Lien Claimholder to exercise any right, remedy or power with respect
to any Shared Collateral (including pursuant to any other intercreditor agreement) or (B) consent to, or object to, the exercise
by, or any forbearance from exercising by, the Applicable Collateral Agent or any other First Lien Claimholder represented by
it of any right, remedy or power with respect to any Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy,
insolvency or other proceeding any claim against the Applicable Collateral Agent or any other First Lien Claimholder represented
by it seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral
and (v) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability
of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the
rights of any of the Applicable Collateral Agent or any other First Lien Claimholder to (i) enforce this Agreement including Section
2.01(b) hereof and (ii) contest or support any other Person in contesting the enforceability of any Lien purporting to secure
obligations not constituting First Lien Obligations.






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(b)
          Each First Lien Claimholder hereby agrees that if it shall obtain
possession of any Shared Collateral or shall realize any proceeds or payment in respect of any Shared Collateral, pursuant to
any First Lien Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency
or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any
time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment
in trust for the other First Lien Claimholders having a security interest in such Shared Collateral and promptly transfer any
such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed by such
Applicable Collateral Agent in accordance with the provisions of Section 2.01(a) hereof, provided, however,
that the foregoing shall not apply to any Shared Collateral purchased by any First Lien Claimholder for cash pursuant to any exercise
of remedies permitted hereunder.


(c)
          None of the Applicable Collateral Agent, any Applicable Representative
or any other First Lien Claimholder shall be liable for any action taken or omitted to be taken by the Applicable Collateral Agent,
such Applicable Representative or any other First Lien Claimholder with respect to any Collateral in accordance with the provisions
of this Agreement.


SECTION
2.04      Automatic
Release of Liens.


(a)
          If, at any time any Shared Collateral is transferred to a third party
or otherwise disposed of, in each case, in connection with any enforcement by the Applicable Collateral Agent in accordance with
the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens
in favor of the other Collateral Agents for the benefit of each Series of First Lien Claimholders (or in favor of such other First
Lien Claimholders if directly secured by such Liens) upon such Shared Collateral will automatically be released and discharged
upon final conclusion of such disposition as and when, but only to the extent, such Liens of the Applicable Collateral Agent on
such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom
shall be applied pursuant to Section 2.01 hereof. If in connection with any such foreclosure or other exercise of remedies
by the Applicable Collateral Agent, the Applicable Collateral Agent or related Applicable Representative of such Series of First
Lien Obligations releases any guarantor from its obligation under a guarantee of the Series of First Lien Obligations for which
it serves as agent prior to a Discharge of such Series of First Lien Obligations, such guarantor also shall be released from its
guarantee of all other First Lien Obligations. If in connection with any such foreclosure or other exercise of remedies by the
Applicable Collateral Agent, the equity interests of any Person are foreclosed upon or otherwise disposed of and the Applicable
Collateral Agent releases its Lien on the property or assets of such Person, then the Liens of each other Collateral Agent (or
in favor of such other First Lien Claimholders if directly secured by such Liens) with respect to any Collateral consisting of
the property or assets of such Person will be automatically released to the same extent as the Liens of the Applicable Collateral
Agent are released; provided that any proceeds of any such equity interests foreclosed upon where the Applicable Collateral
Agent releases its Lien on the assets of such Person on which another Series of First Lien Obligations holds a Lien on any of
the assets of such Person (any such assets, the “Underlying Assets”) which Lien is released as provided
in this sentence (any such Proceeds being referred to herein as “Equity Release Proceeds” regardless
of whether or not such other Series of First Lien Obligations holds a Lien on such equity interests so disposed of) shall be applied
pursuant to Section 2.01 hereof.






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(b)
          Without limiting the rights of the Applicable Collateral Agent under
Section 4.02, each Collateral Agent and each Representative agrees to execute and deliver (at the sole cost and expense
of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent
to evidence and confirm any release of Shared Collateral, Underlying Assets or guarantee provided for in this Section.


SECTION
2.05      Certain
Agreements with Respect to Bankruptcy or Insolvency Proceedings.


(a)
          This Agreement shall continue in full force and effect notwithstanding
the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership
or similar law by or against any Grantor or any of its subsidiaries.


(b)
          If any Grantor shall become subject to a case (a “Bankruptcy
Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP
Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364
of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each First Lien Claimholder (other
than any Controlling Claimholder or any Representative of any Controlling Claimholder) agrees that it will not raise any objection
to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”)
or to any use of cash collateral that constitutes Shared Collateral, unless a Representative of the Controlling Claimholders shall
then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that
such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Claimholders,
each Non-Controlling Claimholder will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens
of the Controlling Claimholders (other than any Liens of any First Lien Claimholders constituting DIP Financing Liens) are subordinated
thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral
granted to secure the First Lien Obligations of the Controlling Claimholders, each Non-Controlling Claimholder will confirm the
priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A)the First Lien Claimholders
of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds
thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First Lien Claimholders
(other than any Liens of the First Lien Claimholders constituting DIP Financing Liens) as existed prior to the commencement of
the Bankruptcy Case, (B) the First Lien Claimholders of each Series are granted Liens on any additional collateral pledged to
any First Lien Claimholders as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral,
with the same priority vis-à-vis the First Lien Claimholders as set forth in this Agreement (other than any Liens of any
First Lien Claimholders constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied
to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D)
if any First Lien Claimholders are granted adequate protection with respect to the First Lien Obligations subject hereto, including
in the form of periodic payments, in connection with such use of cash collateral, the proceeds of such adequate protection are
applied pursuant to Section 2.01(a) of this Agreement; provided that the First Lien Claimholders of each Series
shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor
of the First Lien Claimholders of such Series or its Representative that shall not constitute Shared Collateral (unless such Collateral
fails to constitute Shared Collateral because the Lien in respect thereof constitutes a Declined Lien with respect to such First
Lien Claimholders or their Representative or Collateral Agent); provided, further, that the First Lien Claimholders
receiving adequate protection shall not object to any other First Lien Claimholder receiving adequate protection comparable to
any adequate protection granted to such First Lien Claimholders in connection with a DIP Financing or use of cash collateral.






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(c)
          If any First Lien Claimholder is granted adequate protection (A) in
the form of Liens on any additional collateral, then each other First Lien Claimholder shall be entitled to seek, and each First
Lien Claimholder will consent and not object to, adequate protection in the form of Liens on such additional collateral with the
same priority vis-à-vis the First Lien Claimholders as set forth in this Agreement, (B) in the form of a superpriority
or other administrative claim, then each other First Lien Claimholder shall be entitled to seek, and each First Lien Claimholder
will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in
the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations
pursuant to Section 2.01.


SECTION
2.06      Reinstatement.


In
the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently,
for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or
any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions
of this Agreement shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in
cash. This Section 2.06 shall survive termination of this Agreement.


SECTION
2.07      Insurance
and Condemnation Awards.


As
among the First Lien Claimholders, the Applicable Collateral Agent (acting at the direction of the Applicable Representative),
shall have the right, but not the obligation, to adjust or settle any insurance policy or claim covering or constituting Shared
Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting
the Shared Collateral. To the extent any Collateral Agent or any other First Lien Claimholder receives proceeds of such insurance
policy and such proceeds are not permitted or required to be returned to any Grantor under the applicable First Lien Documents,
such proceeds shall be turned over to the Applicable Collateral Agent for application as provided in Section 2.01 hereof.






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SECTION
2.08      Refinancings.


The
First Lien Obligations of any Series may, subject to Section 5.14, be Re-financed, in whole or in part, in each case, without
notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any
First Lien Document) of any First Lien Claimholder of any other Series, all without affecting the priorities provided for herein
or the other provisions hereof; provided that the Representative and Collateral Agent of the holders of any such Refinancing
Indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing Indebtedness. If such Refinancing
Indebtedness is intended to constitute a Replacement Credit Agreement, the Company shall so state in its Designation.


SECTION
2.09      Gratuitous
Bailee/Agent for Perfection.


(a)
          The Applicable Collateral Agent shall be entitled to hold any Possessory
Collateral constituting Shared Collateral.


(b)
          Notwithstanding the foregoing, each Collateral Agent agrees to hold
any Possessory Collateral constituting Shared Collateral and any other Shared Collateral from time to time in its possession or
control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien
Claimholder (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2)
and 9-313(c) of the UCC) and any assignee, solely for the purpose of perfecting the security interest granted in such Shared Collateral,
if any, pursuant to the applicable First Lien Collateral Documents, in each case, subject to the terms and conditions of this
Section 2.09. Solely with respect to any Deposit Accounts constituting Shared Collateral under the control (within the
meaning of Section 9-104 of the UCC) of any Collateral Agent, each such Collateral Agent agrees to also hold control over such
Deposit Accounts as gratuitous agent for each other First Lien Claimholder and any assignee solely for the purpose of perfecting
the security interest in such Deposit Accounts, subject to the terms and conditions of this Section 2.09.


(c)
          No Collateral Agent shall have any obligation whatsoever to any First
Lien Claimholder to ensure that the Possessory Collateral and Control Collateral is genuine or owned by any of the Grantors or
to preserve rights or benefits of any Person except as expressly set forth in this Section 2.09. The duties or responsibilities
of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Possessory Collateral constituting
Shared Collateral or any other Shared Collateral in its possession or control as gratuitous bailee (and with respect to Deposit
Accounts, as gratuitous agent) in accordance with this Section 2.09 and delivering the Possessory Collateral constituting
Shared Collateral as provided in Section 2.09(e) below.


(d)
          None of the Collateral Agents or any of the First Lien Claimholders
shall have by reason of the First Lien Documents, this Agreement or any other document a fiduciary relationship in respect of
the other Collateral Agents or any other First Lien Claimholder, and each Collateral Agent and each First Lien Claimholder hereby
waives and releases the other Collateral Agents and First Lien Claimholders from all claims and liabilities arising pursuant to
any Collateral Agent’s role under this Section 2.09 as gratuitous bailee with respect to the Possessory Collateral
constituting Shared Collateral or any other Shared Collateral in its possession or control (and with respect to the Deposit Accounts,
as gratuitous agent).






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(e)
          At any time the Applicable Collateral Agent is no longer the Applicable
Collateral Agent, such outgoing Applicable Collateral Agent shall deliver the remaining Possessory Collateral constituting Shared
Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and
without any representation or warranty), first, to the then Applicable Collateral Agent to the extent First Lien Obligations
remain outstanding and second, to the applicable Grantor to the extent no First Lien Obligations remain outstanding (in
each case, so as to allow such Person to obtain possession or control of such Shared Collateral) or to whomever may be lawfully
entitled to receive the same, including pursuant to any Second Lien Intercreditor Agreement (as defined in the Credit Agreement),
if applicable. The outgoing Applicable Collateral Agent further agrees to take all other action reasonably requested by the then
Applicable Collateral Agent at the expense of the Company in connection with the then Applicable Collateral Agent obtaining a
first-priority security interest in the Shared Collateral.


SECTION
2.10      Amendments
to First Lien Collateral Documents.


(a)
          Without the prior written consent of each other Collateral Agent,
each Collateral Agent agrees that no First Lien Collateral Document may be amended, restated, amended and restated, supplemented,
replaced or Refinanced or otherwise modified from time to time or entered into to the extent such amendment, supplement, Refinancing
or modification, or the terms of any new First Lien Collateral Document, would be prohibited by, or would require any Grantor
to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.


(b)
          In determining whether an amendment to any First Lien Collateral Document
is permitted by this Section 2.10, each Collateral Agent may conclusively rely on an officer’s certificate of the
Company stating that such amendment is permitted by this Section 2.10.


SECTION
2.11      Similar
Liens and Agreements.


(a)
          Subject to Section 2.11(b) below, the parties hereto agree
that it is their intention that the Collateral be identical for all First Lien Claimholders; provided, that this provision
will not be violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral
Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent otherwise expressly declines to
accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, a “Declined
Lien”). In furtherance of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions
of this Agreement:


(i)
          upon request by any Collateral Agent, to cooperate in good faith (and
to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the
Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated
under the Credit Agreement Documents and the Other First Lien Documents; and






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(ii)
          that the documents and agreements creating or evidencing the Liens
on Shared Collateral securing the Credit Agreement Obligations and the Other First Lien Obligations shall, subject to the terms
and conditions of Section 5.02, be in all material respects the same forms of documents as one another, except that the
documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions
as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors
holding Other First Lien Obligations and to address any Declined Lien.


(b)
          Notwithstanding anything in this Agreement or any other First Lien
Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in respect
of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agreement,
as applicable, pursuant to which such letters of credit were issued and will not constitute Shared Collateral.


ARTICLE
III.


EXISTENCE
AND AMOUNTS OF LIENS AND OBLIGATIONS


Whenever
any Applicable Collateral Agent or any Applicable Representative shall be required, in connection with the exercise of its rights
or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series,
or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information
be furnished to it in writing by each other Representative or each other Collateral Agent and shall be entitled to make such determination
or not make any determination on the basis of the information so furnished; provided, however, that if a Representative
or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Applicable
Collateral Agent or Applicable Representative shall be entitled to make any such determination or not make any determination by
such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the
Company. Each Applicable Collateral Agent and each Applicable Representative may rely conclusively, and shall be fully protected
in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed
by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Claimholder or any other person
as a result of such determination.


ARTICLE
IV.


THE
APPLICABLE COLLATERAL AGENT


SECTION
4.01     Authority.


(a)
          Notwithstanding any other provision of this Agreement, nothing herein
shall be construed to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling Claimholder
or give any Non-Controlling Claimholder the right to direct any Applicable Collateral Agent, except that each Applicable Collateral
Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01 hereof.






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(b)
          In furtherance of the foregoing, each Non-Controlling Claimholder
acknowledges and agrees that the Applicable Collateral Agent shall be entitled, for the benefit of the First Lien Claimholders,
to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Collateral
Documents, as applicable, without regard to any rights to which the Non-Controlling Claimholders would otherwise be entitled as
a result of the First Lien Obligations held by such Non-Controlling Claimholders. Without limiting the foregoing, each Non-Controlling
Claimholder agrees that none of the Applicable Collateral Agent, the Applicable Representative or any other First Lien Claimholder
shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing
any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral
(or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling
Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the
amount of proceeds actually received by the Non-Controlling Claimholders from such realization, sale, disposition or liquidation.
Each of the First Lien Claimholders waives any claim it may now or hereafter have against any Collateral Agent or Representative
of any other Series of First Lien Obligations or any other First Lien Claimholder of any other Series arising out of (i) any actions
which any such Collateral Agent, Representative or any First Lien Claimholder represented by it take or omit to take (including
actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure
upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection
of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance
with the First Lien Collateral Documents or any other agreement related thereto or in connection with the collection of the First
Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations; provided
that nothing in this clause (i) shall be construed to prevent or impair the rights of any Collateral Agent or Representative
to enforce this Agreement, (ii) any election by any Applicable Representative or any holders of First Lien Obligations, in any
proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii)subject
to Section 2.05, any borrowing, or grant of a security interest or administrative expense priority under Section 364 of
the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Company or any of its Subsidiaries, as debtor-in-possession.
Notwithstanding any other provision of this Agreement, the Applicable Collateral Agent shall not (i) accept any Shared Collateral
in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any
jurisdiction, without the consent of each Representative representing holders of First Lien Obligations for whom such Collateral
constitutes Shared Collateral or (ii) “credit bid” for or purchase (other than for cash) Shared Collateral at any
public, private or judicial foreclosure upon such Shared Collateral, without the consent of each Representative representing holders
of First Lien Obligations for whom such Collateral constitutes Shared Collateral.






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	 	SECTION 4.02	Power-of-Attorney.


 


                    Each
Non-Controlling Representative and Collateral Agent that is not the Applicable Collateral Agent, for itself and on behalf of each
other First Lien Claimholder of the Series for whom it is acting, hereby irrevocably appoints the Applicable Collateral Agent and
any officer or agent of the Applicable Collateral Agent, which appointment is coupled with an interest with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Non-Controlling
Representative, Collateral Agent or First Lien Claimholder, to take any and all appropriate action and to execute any and all documents
and instruments which may be necessary to accomplish the purposes of this Agreement, including the exercise of any and all remedies
under each First Lien Collateral Document with respect to Shared Collateral and the execution of releases in connection therewith.


 


ARTICLE V.


 


MISCELLANEOUS 


	 	 	 
	 	SECTION 5.01	Integration/Conflicts.


 


                    This
Agreement, together with the other First Lien Documents and the First Lien Collateral Documents, represents the entire agreement
of each of the Grantors and the First Lien Claimholders with respect to the subject matter hereof and thereof and supersedes any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are
no promises, undertakings, representations or warranties by any Representative, Collateral Agent or First Lien Claimholder relative
to the subject matter hereof and thereof not expressly set forth or referred to herein or therein. In the event of any conflict
between the provisions of this Agreement and the provisions of the First Lien Documents the provisions of this Agreement shall
govern and control. 


	 	 	 
	 	SECTION 5.02	Effectiveness; Continuing Nature of this Agreement; Severability.


 


                    This
Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement and the First
Lien Claimholders of any Series may continue, at any time and without notice to any First Lien Claimholder of any other Series,
to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting
First Lien Obligations in reliance hereon. Each Representative and each Collateral Agent, on behalf of itself and each other First
Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of
the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of
the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company
or such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for the Company or any other Grantor
(as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and
effect with respect to any Representative or Collateral Agent and the First Lien Claimholders represented by such Representative
or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders
are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien
Documents, subject to the rights of the First Lien Claimholders under Section 2.06; provided, however, that
such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 






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	 	SECTION 5.03	Amendments; Waivers.


 


                    (a)     No
amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be
in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect
to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of
the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company and the other
Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement
except to the extent their rights and obligations are adversely affected.


 


                    (b)     Notwithstanding
the foregoing, without the consent of any First Lien Claimholder, any Representative and Collateral Agent may become a party hereto
by execution and delivery of a Joinder Agreement in accordance with Section 5.14 of this Agreement and upon such execution
and delivery, such Representative and Collateral Agent and the Other First Lien Claimholders and Other First Lien Obligations
of the Series for which such Representative and Collateral Agent is acting shall be subject to the terms hereof.


 


                    (c)     Notwithstanding
the foregoing, without the consent of any other Representative or First Lien Claimholder, the Applicable Collateral Agent may
effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Other First Lien
Obligations in compliance with the Credit Agreement and the other First Lien Documents. 


	 	 	 
	 	SECTION 5.04	Information Concerning Financial Condition of the Grantors and their Subsidiaries.


 


                    The
Representative and Collateral Agent and the other First Lien Claimholders of each Series shall each be responsible for keeping
themselves informed of (a) the financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of
the First Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations. The
Representative and Collateral Agent and the other First Lien Claimholders of each Series shall have no duty to advise the Representative,
Collateral Agent or First Lien Claimholders of any other Series of information known to it or them regarding such condition or
any such circumstances or otherwise. In the event the Representative or Collateral Agent or any of the other First Lien Claimholders,
in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Representative,
Collateral Agent or First Lien Claimholdersof any other Series, it or they shall be under no obligation:


 






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                    (a)     to
make, and such Representative and Collateral Agent and such other First Lien Claimholders shall not make, any express or implied
representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information
so provided;


 


                    (b)     to
provide any additional information or to provide any such information on any subsequent occasion;


 


                    (c)     to
undertake any investigation; or


 


                    (d)     to
disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential. 


	 	 	 
	 	SECTION 5.05	Submission to Jurisdiction; Certain Waivers.


 


                    Each
of the Company, each other Grantor, each Collateral Agent and each Representative, on behalf of itself and each other First Lien
Claimholder represented by it, hereby irrevocably and unconditionally:


 


                    (a)     submits
for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien Collateral Documents
(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive (subject to Section 5.05(c) below) general jurisdiction of the courts of the State of
New York sitting in the Borough of Manhattan, the courts of the United States for the Southern District of New York sitting in
the Borough of Manhattan, and appellate courts from any thereof;


 


                    (b)     agrees
that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the
fullest extent permitted by applicable law, in such federal court;


 


                    (c)     agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law and that nothing in this Agreement or any other First Lien Document shall affect
any right that any Collateral Agent, Representative or other First Lien Claimholder may otherwise have to bring any action or proceeding
relating to this Agreement or any other First Lien Document against such Grantor or any of its assets in the courts of any jurisdiction;


 


                    (d)     waives,
to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any
action or proceeding arising out of or relating to this Agreement or any other First Lien Collateral Document in any court referred
to in Section 5.05(a) (and irrevocably waives to the fullest extent permitted by applicable law the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court);


 






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                    (e)     consents
to service of process in any such proceeding in any such court by registered or certified mail, return receipt requested, to the
applicable party at its address provided in accordance with Section 5.07 (and agrees that nothing in this Agreement will
affect the right of any party hereto to serve process in any other manner permitted by applicable law);


 


                    (f)     agrees
that service as provided in Section 5.05(e) above is sufficient to confer personal jurisdiction over the applicable party
in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and


 


                    (g)     waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential
damages. 


	 	 	 
	 	SECTION 5.06	WAIVER OF JURY TRIAL.


 


                    EACH
PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER FIRST LIEN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF
DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH SUCH PARTY HERETO AND THE COMPANY
AND EACH OTHER GRANTOR HAVE BEEN INDUCED TO ENTER INTO OR ACKNOWLEDGE THIS AGREEMENT AND THE OTHER FIRST LIEN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS
FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  


	 	 	 
	 	SECTION 5.07	Notices.


 


                    Unless
otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile
or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service
and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set
forth below each party’s name on the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party
hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other
parties.


 






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	 	SECTION 5.08	Further Assurances.


 


                    Each
Representative and Collateral Agent, on behalf of itself and each other First Lien Claimholder represented by it, and the Company
and each other Grantor, agree that each of them shall take such further action and shall execute and deliver such additional documents
and instruments (in recordable form, if requested) as any Representative and Collateral Agent may reasonably request to effectuate
the terms of and the Lien priorities contemplated by this Agreement. 


	 	 	 
	 	SECTION 5.09	Agency Capacities.


 


                    Except
as expressly provided herein, (a) Wells Fargo Bank, National Association is acting in the capacity of Initial First Lien Representative
and Initial First Lien Collateral Agent solely for the Initial Credit Agreement Claimholders, (b) the Initial Other Representative
and the Initial Other Collateral Agent is acting in the capacity of Representative and Collateral Agent, respectively, solely
for the Initial Other First Lien Claimholders, (c) each Replacement Representative and Replacement Collateral Agent is acting
in the capacity of Representative and Collateral Agent, respectively, solely for the Replacement Credit Agreement Claimholders
and (d) each other Representative and each other Collateral Agent is acting in the capacity of Representative and Collateral Agent,
respectively, solely for the Other First Lien Claimholders under the Other First Lien Documents for which it is the named Representative
or Collateral Agent, as the case may be, in the applicable Joinder Agreement. 


	 	 	 
	 	SECTION 5.10	GOVERNING LAW.


 


                    THIS
AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT
OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS
OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 


	 	 	 
	 	SECTION 5.11	Binding on Successors and Assigns.


 


                    This
Agreement shall be binding upon each Representative and each Collateral Agent, the First Lien Claimholders, the Company and the
other Grantors, and their respective successors and assigns from time to time. If any of the Representatives and/or Collateral
Agents resigns or is replaced pursuant to the applicable First Lien Documents its successor shall be deemed to be a party to this
Agreement and shall have all the rights of, and be subject to all the obligations of, this Agreement. No provision of this Agreement
will inure to the benefit of a trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of
any Grantor, including where any such trustee, debtor-in-possession, creditor trust or other representative of an estate is the
beneficiary of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.


 






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	 	SECTION 5.12	Section Headings.


 


                    Section
headings and the Table of Contents used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof. 


	 	 	 
	 	SECTION 5.13	Counterparts.


 


                    This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by
facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g.,
“pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. 


	 	 	 
	 	SECTION 5.14	Other First Lien Obligations.


 


                    (a)     To
the extent, but only to the extent, not prohibited by the provisions of the Credit Agreement and the other First Lien Documents,
the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant
to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured
on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then existing First Lien Obligations
(such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series
of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable
basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such Series, if, and subject to the
condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First
Lien Debt, acting on behalf of the holders of such Additional First Lien Debt and the holders of such Other First Lien Obligations
or Replacement Credit Agreement Obligations, as applicable (such Additional First Lien Collateral Agent, Additional First Lien
Representative, the holders in respect of any such Additional First Lien Debt and the holders of any such Series of Other First
Lien Obligations or Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First
Lien Claimholders”), each becomes a party to this Agreement by satisfying the conditions set forth in Section
5.14(b).


 


                    (b)     In
order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement
Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to
this Agreement, 


	 	 
	 	              (i)     such
    Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an
    instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral
    Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant
    to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First
    Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First
    Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the Additional First Lien Claimholders of
    such Series become subject hereto and bound hereby;




 


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	 	          (ii)          the Company shall have delivered to each Collateral Agent:


 


	 	          (a)     true and complete copies of each of the Other First Lien Agreement or Replacement Credit Agreement, as applicable, and the First Lien Collateral Documents for such Series, certified as being true and correct by a Responsible Officer of the Company;
	 	 
	 	          (b)     a
    Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness
    to be designated as Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the initial
    aggregate principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral
    Agent and Additional First Lien Representative, (C) certify that such (x) Additional First Lien Debt is permitted by each
    First Lien Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional
    First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable,
    and (D) in the case of a Replacement Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness
    satisfies the requirements of a Replacement Credit Agreement and the Company elects to designate such agreement as a Replacement
    Credit Agreement; and


  


	 	          (iii)     the Other First Lien Documents or Replacement Credit Agreement Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such Additional First Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First Lien Debt.


 


                    (c)     Upon
the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien
Collateral Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent
shall acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and
returning the same to such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided
that the failure of any Representative or Collateral Agent to so acknowledge or return shall not affect the status of such
debt as Additional First Lien Debt if the other requirements of this Section 5.14 are complied with.


 






    	32



    	 



    







 


	 	SECTION 5.15	Authorization.


 


                    By
its signature, each Person executing this Agreement, on behalf of such party or Grantor but not in his or her personal capacity
as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. 


	 	 	 
	 	SECTION 5.16	No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights.


 


                    This
Agreement and the rights and benefits hereof shall inure to the benefit of the First Lien Claimholders and their respective successors
and assigns from time to time and, solely with respect to Sections 2.01, 2.04, 2.05, 2.07, 2.09,
2.10, 5.08, 5.14, 5.16 and the last sentence of Section 5.03(a), the Grantors and their respective
successors and assigns from time to time.


 


                    The
provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Claimholders
in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations
hereunder and no such Person is an intended beneficiary or third party beneficiary hereof, except, in each case, as expressly
provided in this Agreement, and none of the Company nor any other Grantor may rely on the terms hereof (other than as set forth
in Sections 2.01, 2.04, 2.05, 2.07, 2.09, 2.10, 5.08, 5.14, 5.16
and the last sentence of Section 5.03(a)). Nothing in this Agreement is intended to or shall impair the obligations of
the Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same
shall become due and payable in accordance with their terms. Without limitation of any other provisions of this Agreement, the
Company and each Grantor hereby (a) acknowledges that it has read this Agreement and consents hereto, (b) agrees that it will
not take any action that would be contrary to the express provisions of this Agreement and (c) agrees to abide by the requirements
expressly applicable to it under this Agreement. 


	 	 	 
	 	SECTION 5.17	No Indirect Actions.


 


                    Unless
otherwise expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly,
or support any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking
an action that is not expressly prohibited for the party but is intended to have substantially the same effects as the prohibited
action. 


	 	 	 
	 	SECTION 5.18	Additional Grantors.


 


                    Each
Grantor agrees that it shall ensure that each of its Subsidiaries that is or is to become a party to any First Lien Document shall
either execute this Agreement on the date hereof or shall confirm that it is a Grantor hereunder pursuant to a joinder agreement
substantially in the form attached hereto as Exhibit C that is executed and delivered by such Subsidiary prior to or concurrently
with its execution and delivery of such First Lien Document.


 






    	33



    	 



    







 


	 	SECTION 5.19	ABL Intercreditor Agreement.


 


                    Notwithstanding
anything herein to the contrary, the exercise of any right or remedy by any Representative or Collateral Agent hereunder is subject
to the provisions of the ABL Intercreditor Agreement. As between the ABL Claimholders (as defined in the ABL Intercreditor Agreement)
on the one hand and the First Lien Claimholders on the other, in the event of any conflict between the terms of the ABL Intercreditor
Agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern and control. Solely as among
the First Lien Claimholders, in the event of any conflict between this Agreement and the ABL Intercreditor Agreement, the terms
of this Agreement shall govern and control.


 


[Remainder of this page intentionally left
blank]


 






    	34



    	 



    







 


                    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written. 


	 	 	 
	 	[WELLS FARGO BANK, NATIONAL

ASSOCIATION],

as Initial First Lien Representative and Initial First Lien Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NOTICE ADDRESS:
	 	 	 
	 	[MAC D1109-019
	 	1525 West W.T. Harris Blvd.
	 	Charlotte, NC 28262
	 	Attention of: Syndication Agency Services
	 	Telephone No.: (704) 590-2703
	 	Facsimile No.: (704) 590-3481]
	 	 	 
	 	with copies to:
	 	 	 
	 	[Latham & Watkins LLP
	 	885 Third Avenue
	 	New York, NY 10022
	 	Attn: Michele Penzer
	 	Fax No. 212-751-4864]





 


    	 



    	 



    

 


	 	 	 
	 	[____________________________],
	 	   as Initial Other Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NOTICE ADDRESS]
	 	 	 
	 	[____________________________],
	 	   as Initial Other Representative
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NOTICE ADDRESS]


 


    	 



    	 



    




 


	Acknowledged and Agreed to by:	 
	 	 	 
	NATC HOLDING COMPANY, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




	 	 	 
	GRANTORS:	 
	 	 	 
	FRED STOKER & SONS, INC.,	 
	NORTH ATLANTIC CIGARETTE COMPANY, INC.
	NORTH ATLANTIC OPERATING COMPANY, INC.
	NATIONAL TOBACCO COMPANY, L.P.
	NATIONAL TOBACCO FINANCE CORPORATION
	RBJ SALES, INC.	 
	STOKER, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	NOTICE ADDRESS:	 
	 	 	 
	North Atlantic Trading Company, Inc.	 
	5201 Interchange Way	 
	Louisville, Kentucky 40229	 
	Attention: General Counsel, c/o James Dobbins
	Telephone No.: (502) 774-9267	 
	Facsimile No.: (502) 774-9275	 
	E-mail: jdobbins@natcinc.net	 


 


    	 



    	 



    
 


Exhibit A

to First Lien Pari Passu Intercreditor Agreement


 


[FORM OF] JOINDER AGREEMENT


 


                    JOINDER
NO. [     ] dated as of [          ], 20[  ]
(the “Joinder Agreement”) to the FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of [     ],
20[  ], (the “Pari Passu Intercreditor Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial First Lien Representative and as Initial First Lien Collateral Agent, [_________], as Initial Other Representative,
and [__________], as Initial Other Collateral Agent, and the additional Representatives and Collateral Agents from time to time
a party thereto, and acknowledged and agreed to by NATC HOLDING COMPANY, INC., a Delaware corporation (“Holdings”),
NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation (the “Company”), and the other Grantors
signatory thereto.


 


                    A.     Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor
Agreement.


 


                    B.     As
a condition to the ability of the Company to incur [Other First Lien Obligations][Replacement Credit Agreement Obligations under
the Replacement Credit Agreement] and to secure such [Other First Lien Obligations][Replacement Credit Agreement Obligations] with
the liens and security interests created by the [Other First Lien Collateral Documents][Replacement Credit Agreement Collateral
Documents], the Additional First Lien Representative in respect thereof is required to become a Representative and the Additional
First Lien Collateral Agent in respect thereof is required to become a Collateral Agent and the First Lien Claimholders in respect
thereof are required to become subject to and bound by, the Pari Passu Intercreditor Agreement. Section 5.14 of the Pari
Passu Intercreditor Agreement provides that such Additional First Lien Representative may become a Representative, such Additional
First Lien Collateral Agent may become a Collateral Agent and such Additional First Lien Claimholders may become subject to and
bound by the Pari Passu Intercreditor Agreement, pursuant to the execution and delivery by the Additional First Lien Representative
and the Additional First Lien Collateral Agent of an instrument in the form of this Joinder Agreement and the satisfaction of the
other conditions set forth in Section 5.14 of the Pari Passu Intercreditor Agreement. The undersigned Additional First Lien
Representative (the “New Representative”) and Additional First Lien Collateral Agent (the “New
Collateral Agent”) are executing this Joinder Agreement in accordance with the requirements of the Pari Passu Intercreditor
Agreement.


 


                    Accordingly,
the New Representative and the New Collateral Agent agree as follows:


 


                    SECTION
1. In accordance with Section 5.14 of the Pari Passu Intercreditor Agreement, (i) the New Representative and the New Collateral
Agent by their signatures below become a Representative and a Collateral Agent respectively, under, and the related Additional
First Lien Debt and Additional First Lien Claimholders become subject to and bound by, the Pari Passu Intercreditor Agreement with
the same force and effect as if the New Representative and New Collateral Agent had originally been named therein as a Representative
or a Collateral Agent, respectively, and hereby agree to all the terms and provisions of the Pari Passu Intercreditor Agreement
applicable to them as Representative, Collateral Agent and Additional First Lien Claimholders, respectively.


 






    	Exhibit A - Page 1



    	 



    







 


                    SECTION
2. Each of the New Representative and New Collateral Agent represent and warrant to each other Collateral Agent, each other Representative
and the other First Lien Claimholders, individually, that (i) it has full power and authority to enter into this Joinder Agreement,
in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability, and (iii) the First Lien Documents relating to such Additional First Lien Debt provide that,
upon the New Representative’s and the New Collateral Agent’s entry into this Joinder Agreement, the Additional First
Lien Claimholders represented by them will be subject to and bound by the provisions of the Pari Passu Intercreditor Agreement.


 


                    SECTION
3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent and Representative
shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative and the New Collateral
Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic means shall
be effective as delivery of a manually signed counterpart of this Joinder Agreement.


 


                    SECTION
4. Except as expressly supplemented hereby, the Pari Passu Intercreditor Agreement shall remain in full force and effect.


 


                    SECTION
5. THIS JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT (WHETHER
ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER
THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE
SECURITY INTERESTS). 


 


                    SECTION
6. Any provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in
the Pari Passu Intercreditor Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to
replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to those of the invalid, illegal or unenforceable provisions.


 






    	Exhibit A - Page 2



    	 



    







 


                    SECTION
7. All communications and notices hereunder shall be in writing and given as provided in Section 5.07 of the Pari Passu
Intercreditor Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall
be given to them at their respective addresses set forth below their signatures hereto.


 


                    SECTION
8. Sections 5.08 and 5.09 of the Pari Passu Intercreditor Agreement are hereby incorporated herein by reference.


 


[Remainder of this page intentionally left
blank]


 






    	Exhibit A - Page 3



    	 



    







 


                    IN
WITNESS WHEREOF, the New Representative and New Collateral Agent have duly executed this Joinder Agreement to the Pari Passu Intercreditor
Agreement as of the day and year first above written. 


	 	 	 
	 	[NAME OF NEW REPRESENTATIVE], as
	 	   [          ] for the holders of [                    ],
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


	 	 	 	 	 
	 	Address for notices:	 
	 	 	 
	 	 	 
	 	attention of:	 	 
	 	Telecopy:	 	 	 


  


	 	 	 
	 	[NAME OF NEW COLLATERAL AGENT], as
	 	   [          ] for the holders of [                    ],
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	 	 	 	 
	 	Address for notices:	 
	 	 	 
	 	 	 
	 	attention of:	 	 
	 	Telecopy:	 	 	 





 



    	Exhibit A - Page 4



    	 



    

 


	 	 	 
	 	Receipt acknowledged by:
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL

ASSOCIATION],

as Initial First Lien Representative and Initial

First Lien Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[                                                            ],
	 	   as Initial Other Representative
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[                                                            ],
	 	   as Initial Other Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[OTHERS AS NEEDED]


 


    	Exhibit A - Page 5



    	 



    

 

Exhibit B

to First Lien Pari Passu Intercreditor Agreement


 


[FORM OF]

DEBT DESIGNATION


 


                    Reference
is made to the First Lien Pari Passu Intercreditor Agreement dated as of [          ],
20[   ] (as amended, restated, supplemented or otherwise modified from time to time, the “Pari Passu
Intercreditor Agreement”) among [WELLS FARGO BANK, NATIONAL ASSOCIATION], as Initial First Lien Representative and
Initial First Lien Collateral Agent, [          ], as Initial Other Representative,
and [          ], as Initial Other Collateral Agent, and the additional Representatives
and Collateral Agents from time to time a party thereto, and acknowledged and agreed to by North Atlantic Trading Company, Inc.,
a Delaware corporation (the “Company”), and the other Grantors signatory thereto. Capitalized terms used
but not otherwise defined herein have the meanings assigned to them in the Pari Passu Intercreditor Agreement. This Debt Designation
is being executed and delivered in order to designate [additional Indebtedness and other related First Lien Obligations][Credit
Agreement Obligations] entitled to the benefit and subject to the terms of the Pari Passu Intercreditor Agreement.


 


                    The
undersigned, the duly appointed [specify title] of the Company hereby certifies on behalf of the Company that:


 


	 	 	 
	 	(a)	[insert name of the Company or other Grantor] intends to incur Indebtedness in the initial aggregate [principal/committed amount] of [     ] pursuant to the following agreement: [describe [credit agreement, indenture, other agreement giving rise to Additional First Lien Debt][Replacement Credit Agreement (“New Agreement”)]] which will be [Other First Lien Obligations][Replacement Credit Agreement Obligations];
	 	 	 
	 	(b)	(i) the name and address of the [Additional First Lien Representative for the Additional First Lien Debt and the related Other First Lien Obligations][Replacement Representative for the Replacement Credit Agreement] is:


  


	 	 	 	 	 
	 	 	 	 	 
	 	Telephone:	 	 
	 	Fax:	 	 	 


 






    	Exhibit B – Page 1



    	 



    







 

	 	(ii) the name and address of the Additional First Lien Collateral Agent for the Additional First Lien Debt and the Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, is:



 


	 	 	 	 	 
	 	 	 	 	 
	 	Telephone:	 	 
	 	Fax:	 	 	 
	 	 	 	 	 
	 	[and]	 


  


	 	(a)	such Additional First Lien Debt and such Series of Other First Lien Obligations
    or Replacement Credit Agreement Obligations, as applicable, is permitted by each First Lien Document and the conditions set
    forth in Section 5.14 of the Pari Passu Intercreditor Agreement are satisfied with respect to such [Additional First
    Lien Debt and the Other First Lien Obligations or Replacement Credit Agreement Obligations, [insert for Replacement
    Credit Agreements only: ; and
	 	 	 
	 	(b)	the New Agreement satisfies the requirements of a Replacement Credit Agreement and is hereby designated as a Replacement Credit Agreement].



 


    	Exhibit B – Page 2



    	 



    

 

                    IN
WITNESS WHEREOF, the Company has caused this Debt Designation to be duly executed by the undersigned officer as of ___________________,
20____. 


	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


    	Exhibit B – Page 3



    	 



    

 




Exhibit
C

to First Lien Pari Passu Intercreditor Agreement


 


[FORM
OF] JOINDER AGREEMENT – ADDITIONAL GRANTOR


 


GRANTOR
JOINDER AGREEMENT NO. [ ] (this “Grantor Joinder Agreement”) dated as of [   ], 20[ ] to the FIRST LIEN
PARI PASSU INTERCREDITOR AGREEMENT dated as of [   ], 20[ ] (the “Pari Passu Intercreditor Agreement”),
among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Initial First Lien Representative and as Initial First Lien Collateral Agent,
and the additional Representatives and Collateral Agents from time to time a party thereto, and acknowledged and agreed to by
NATC HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), NORTH ATLANTIC TRADING COMPANY, INC.,
a Delaware corporation (the “Company”), and certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu
Intercreditor Agreement.


 


The
undersigned, [______________], a [________________], (the “New Grantor”) wishes to acknowledge and agree
to the Pari Passu Intercreditor Agreement and become a party thereto to the limited extent contemplated by Section 5.16
thereof and to acquire and undertake the rights and obligations of a Grantor thereunder.


 


Accordingly, the New Grantor agrees as
follows for the benefit of the Representatives, the Collateral Agents and the First Lien Claimholders:


 


Section
1.        Accession to the Pari Passu Intercreditor Agreement. The New Grantor (a) acknowledges
and agrees to, and becomes a party to the Pari Passu Intercreditor Agreement as a Grantor to the limited extent contemplated by
Section 5.16 thereof, (b) agrees to all the terms and provisions of the Pari Passu Intercreditor Agreement and (c) shall
have all the rights and obligations of a Grantor under the Pari Passu Intercreditor Agreement. This Grantor Joinder Agreement
supplements the Pari Passu Intercreditor Agreement and is being executed and delivered by the New Grantor pursuant to Section
5.18 of the Pari Passu Intercreditor Agreement.


 


Section
2.       Representations, Warranties and Acknowledgement of the New Grantor. The New Grantor
represents and warrants to each Representative, each Collateral Agent and to the First Lien Claimholders that (a) it has full
power and authority to enter into this Grantor Joinder Agreement, in its capacity as Grantor and (b) this Grantor Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with the terms of this Grantor Joinder Agreement.


 


Section
3.       Counterparts. This Grantor Joinder Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Grantor Joinder
Agreement or any document or instrument delivered in connection herewith by telecopy or other electronic means shall be effective
as delivery of a manually executed counterpart of this Grantor Joinder Agreement or such other document or instrument, as applicable.


 




    	Exhibit C – Page 1



    	 



    

  


Section
4.        Section Headings. Section heading used in this Grantor Joinder Agreement are
for convenience of reference only and are not to affect the construction hereof or to be taken in consideration in the interpretation
hereof.


 


Section
5.        Benefit of Agreement. The agreements set forth herein or undertaken pursuant
hereto are for the benefit of, and may be enforced by, any party to the Pari Passu Intercreditor Agreement subject to any limitations
set forth in the Pari Passu Intercreditor Agreement with respect to the Grantors.


 


Section
6.        GOVERNING LAW. THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR
CONTROVERSY ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 


 


Section
7.        Severability. In case any one or more of the provisions contained in this
Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be
required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained herein and in the Pari Passu Intercreditor Agreement
shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.


 


Section
8.        Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 5.07 of the Pari Passu Intercreditor Agreement. All communications and notices hereunder
to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section
5.07 of the Pari Passu Intercreditor Agreement.


 


Section
9.        Section 5.13 of the Pari Passu Intercreditor Agreement is hereby incorporated
herein by reference.


 


[Remainder
of this page intentionally left blank]


 




    	Exhibit C – Page 2



    	 



    

 


IN
WITNESS WHEREOF, the New Grantor has duly executed this Grantor Joinder Agreement to the Pari Passu Intercreditor Agreement
as of the day and year first above written.


	 	 	 	 	 	 
	 	[_____________________________________]
	 	 	 	 
	 	By		 
	 	 	Name: 

    Title:	 
	 	 	 	 
	 	Address for notices:	 
	 	 	 
	 	 	 
	 	attention of:  	 	 
	 	Telecopy:	 	 	 


  




    	Exhibit C – Page 3



    	 



    

  


EXHIBIT
L

to First Lien Term Loan Credit Agreement


 


[FORM
OF] PARENT GUARANTY AGREEMENT


 


See
execution version.


 




    	 



    	 



    

  


EXHIBIT
L

to First Lien Term Loan Credit Agreement


 


[FORM
OF] SUBORDINATION AGREEMENT


 


This
SUBORDINATION AGREEMENT, dated as of [_______] (this “Agreement”), is among [___________] (the “Subordinated
Holder Representative”), [______________]1[, for itself and on behalf of the holders of Subordinated Obligations
(as defined below) (the “Subordinated Holders”)], North Atlantic Trading Company, Inc., a Delaware corporation
(the “Borrower”), and [Wells Fargo Bank, National Association], in its capacity as administrative agent under
the Credit Agreement described below (in such capacity and together with its successors and assigns acting in such capacity, the
“Administrative Agent”).


 


The
Borrower, the Administrative Agent and the banks, financial institutions and other entities from time to time party thereto
have entered into that certain First Lien Term Loan Credit Agreement, dated as of January 13, 2014 (as amended, restated,
amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement have the meanings
provided in the Credit Agreement.


 


The
ability under the Credit Agreement of the Borrower to incur indebtedness under [____________][DESCRIBE CREDIT AGREEMENT,
INDENTURE OR OTHER RELEVANT DOCUMENT] (the “Subordinated Document”) is conditioned upon the execution and
delivery by the Subordinated Holder Representative and the Borrower of an agreement in the form hereof pursuant to which the
Subordinated Holder Representative agrees to subordinate the rights of the Subordinated Holders with respect to the
Subordinated Obligations (as defined below) to the rights of the Secured Parties under the Credit Agreement, all on the terms
set forth herein.


 


Accordingly, the Subordinated Holder Representative (on behalf of the Subordinated Holders), the Borrower
and the Administrative Agent (on behalf of the Secured Parties) (and each of their respective successors or assigns), hereby
agree as follows:


 


SECTION
1. SUBORDINATION.


 


(a)
The Subordinated Holder Representative hereby agrees that all the right, title and interest of the Subordinated Holders in and
to the Subordinated Obligations shall be subordinate and junior in right of payment to the rights of the Secured Parties and the
Administrative Agent in respect of the Obligations of the Borrower arising under the Credit Agreement and the other Loan Documents,
including, in each case, the payment in full of principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the Borrower or any of its Affiliates whether or not
a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement
obligations and all other amounts payable thereunder or in respect thereof (collectively, the “Senior Obligations”)
and that the provisions hereof are for the benefit  of the holders of Senior Obligations. For purposes hereof, “Subordinated
Obligations” means all obligations of the Borrower to the Subordinated Holders in respect of loans, advances, extensions
of credit or other indebtedness, including in respect of principal, premium (if any), interest, fees, charges, expenses, indemnities,
reimbursement obligations and all other amounts payable in respect thereof under the Subordinated Document.


  


 






1Insert
trustee or other applicable representative.


 




    	1



    	 



    

 


(b)
         Upon any distribution to creditors of the Borrower in a liquidation or dissolution
of the Borrower or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Borrower or
its property, in an assignment for the benefit of creditors or any marshaling of the Borrower’s assets and liabilities:


 


(1)
        holders of Senior Obligations will be entitled to receive payment in full of
all amounts due in respect of such Senior Obligations (including interest after the commencement of any bankruptcy proceeding
at the rate specified in the Credit Agreement) before the holders of Subordinated Obligations will be entitled to receive any
payment with respect to the Subordinated Obligations (except that the Subordinated Holders may receive (x) Equity Interests
in Holdings and (y) debt securities that are subordinated to all Senior Obligations and any debt securities issued in
exchange for Senior Obligations to substantially the same extent as, or to a greater extent than, the Subordinated
Obligations are subordinated to Senior Obligations under this Agreement and, in each case, that mature no earlier than the
date that is six months after the final maturity date under the Second Lien Term Loan Credit Agreement (or any debt
securities issued in exchange for Senior Obligations) and that do not pay cash interest or require any other cash payments
prior to the maturity date thereof (collectively, “Permitted Junior Securities”)


 


(2)
        until all Senior Obligations (as provided in clause (1) above) are paid in full,
any distribution to which holders of Subordinated Obligations would be entitled but for this Agreement will be made to the Administrative
Agent, for the benefit of the Secured Parties as holders of Senior Obligations (except that the Subordinated Holders may receive
Permitted Junior Securities).


 


(c)
         The Borrower may not make any payment or distribution to the
Subordinated Holders in respect of any Subordinated Obligations and may not acquire from the Subordinated Holders any
Subordinated Obligations for cash or property (except that the Subordinated Holders may receive Permitted Junior Securities)
until all Senior Obligations have been paid in full if:


 


(1)
a payment default on any Senior Obligations occurs and is continuing; or


 


(2)
any other default occurs and is continuing in respect of the Senior Obligations that permits the holders of the Senior
Obligations to accelerate the maturity thereof and the Subordinated Holder Representative receives a notice of such default
(a “Payment Blockage Notice”) from the Borrower, the Required Lenders or the Administrative Agent; provided
that the Borrower, the Required Lenders and the Administrative Agent may not deliver more than two Payment Blockage Notices
to the Subordinated Holder Representative in any 360-day period; provided, further, that the Borrower will not
be prohibited from making any payment or distribution to the Subordinated Holders in respect of any Subordinated Obligations
pursuant to this clause (2) for more than 180 days in any 360-day period.


 




    	2



    	 



    

 


No
nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Subordinated Holder
Representative may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or
waived for a period of not less than 90 days.


 


(d)
         The Borrower may resume payments on and distributions in respect of the Subordinated
Obligations and may acquire them upon the earlier of:


 


(1)
in the case of a payment default, upon the date upon which such default is cured or waived, and


 


(2)
in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 180 days
after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Obligations has
been accelerated,


 


if the Credit Agreement otherwise permits such payment, distribution or acquisition at the time of such payment,
distribution or acquisition.


 


(e)
        Until the Senior Obligations are paid in full, no Subordinated Holder shall, without
the prior written consent of the Administrative Agent and the Required Lenders, take any action to collect, enforce payment or
accelerate any of the Subordinated Obligations, or exercise any of the remedies with respect to the Subordinated Obligations set
forth in any Subordinated Document or that otherwise may be available to any Subordinated Holder, either at law or in equity,
by judicial proceedings (including by filing a bankruptcy proceeding) or otherwise (an “Enforcement Action”),
except as provided in the following sentence. Upon the earliest to occur of:


 


(1)
        the passage of 180 days from the date of the Administrative Agent’s receipt
of a written notice (a “Subordinated Default Notice”) of the existence of an event of default under the Subordinated
Document (a “Subordinated Default”), if the Subordinated Default described therein shall not have been cured
or waived within such period;


 


(2)
        acceleration of the Senior Obligations (provided, however, that
if, following any such acceleration of the Senior Obligations, such acceleration in respect of the Senior Obligations is rescinded,
then the Subordinated Holders shall have no right under this clause (2) to take any Enforcement Action in respect of such acceleration);
or


 


(3)
        the occurrence of a bankruptcy proceeding involving the Borrower (provided,
however, that if such bankruptcy proceeding is dismissed, the corresponding prohibition against the Subordinated Holders
taking any Enforcement Action shall automatically be reinstated as of the date of dismissal as if such bankruptcy proceeding had
not been initiated, unless Subordinated Holders shall have the right to take any Enforcement Action under another clause of this
subsection (e); provided, further, that the running of the 180-day period under clause (1) above shall be tolled
during the period from the date of initiation of such bankruptcy proceeding through the date of dismissal of such bankruptcy proceeding);


 




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the
Subordinated Holders may, upon five (5) Business Days’ prior written notice to the Administrative Agent, take Enforcement
Actions.


 


(f)
        Until the Senior Obligations are paid in full, no Subordinated Holder shall, without
the prior written consent of the Required Lenders, (i) take any liens or security interests in any assets of the Borrower to secure
the Subordinated Obligations or (ii) agree to any amendment, modification or supplement to the Subordinated Document in any manner
materially adverse to the Borrower.


 


(g)
        In the event that the Subordinated Holder Representative or any Subordinated Holder
receives any payment in respect of any Subordinated Obligations at a time when such payment is prohibited by this Agreement, such
payment will be held by the Subordinated Holder Representative or such Subordinated Holder, as applicable, in trust for the benefit
of, and will be paid forthwith over and delivered, to the Administrative Agent, for the benefit of the Secured Parties, for application
to the payment of all Senior Obligations in accordance with the Credit Agreement and the other Loan Documents.


 


(h)
        With respect to the Administrative Agent and the Secured Parties, the Subordinated
Holder Representative undertakes to perform only those obligations on the part of the Subordinated Holder Representative as are
specifically set forth in this Agreement, and no implied covenants or obligations with respect to the holders of Senior Obligations
will be read into this Agreement against the Subordinated Holder Representative. The Subordinated Holder Representative will not
be deemed to owe any fiduciary duty to the Administrative Agent or the Secured Parties, and will not be liable thereto if the
Subordinated Holder Representative pays over or distributes to or on behalf of the Administrative Agent, the Secured Parties or
the Borrower or any other Person money or assets to which any to the Administrative Agent or the Secured Parties as holder of
Senior Obligations are then entitled by virtue of this Agreement, except if such payment is made as a result of the willful misconduct
or gross negligence of the Subordinated Holder Representative.


 


(i)
        The Borrower will promptly notify the Subordinated Holder Representative of
any facts known to the Borrower that would cause a payment of any Subordinated Obligations to violate this Agreement, but
failure to give such notice will not affect the subordination of the Subordinated Obligations to the Senior Obligations as
provided in this Agreement.


 


(j)
        After all Senior Obligations are paid in full and until the Subordinated
Obligations are paid in full, the Subordinated Holders will be subrogated (equally and ratably with all other Indebtedness pari
passu in right of payment with the Subordinated Obligations) to the rights of holders of Senior Obligations to receive
distributions applicable to Senior Obligations to the extent that distributions otherwise payable to the Subordinated Holders
have been applied to the payment of Senior Obligations. A distribution made under this Agreement to holders of Senior
Obligations that otherwise would have been made to the Subordinated Holder Representative or any Subordinated Holder is not,
as between the Borrower and the Subordinated Holders, a payment by the Borrower on the Subordinated Obligations.


 




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(k)
         No right of any holder of Senior Obligations to enforce the subordination of the
Subordinated Obligations may be impaired by any act or failure to act by the Borrower, the Subordinated Holder Representative
or any Subordinated Holder or by the failure of the Borrower, the Subordinated Holder Representative or any Subordinated Holder
to comply with this Agreement.


 


(l)
         Whenever a distribution is to be made or a notice given to the Secured Parties,
the distribution may be made and the notice given to the Administrative Agent. Upon any payment or distribution of assets of the
Borrower referred to in this Agreement, the Subordinated Holder Representative and the Subordinated Holders will be entitled to
rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of the Administrative Agent
or other Person making any distribution to the Subordinated Holder Representative or the Subordinated Holders for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Obligations and other Indebtedness
of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Agreement.


 


(m)          Notwithstanding
the provisions of this Agreement, the Subordinated Holder Representative will not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the Subordinated Holder Representative, and the Subordinated
Holder Representative may continue to make payments on the Subordinated Obligations, unless the Subordinated Holder Representative
has received at least two (2) Business Days prior to the date of such payment written notice of facts that would cause the payment
of any Subordinated Obligations to violate this Agreement. Only the Borrower, the Required Lenders or the Administrative Agent
may give the notice. The Subordinated Holder Representative in its individual or any other capacity may hold Subordinated Obligations
with the same rights it would have if it were not the Subordinated Holder Representative.


 


SECTION
2. WAIVERS AND CONSENTS. 


 


(a)          The
Subordinated Holder Representative, for itself and on behalf of the Subordinated Holders, waives the right to compel that any
assets or property of the Borrower or the assets or property of any guarantor of the Senior Obligations or any other person be
applied in any particular order to discharge the Senior Obligations. The Subordinated Holder Representative, for itself and on
behalf of the Subordinated Holders, expressly waives the right to require the Secured Parties to proceed against the Borrower,
any assets or property securing the Senior Obligations or any guarantor of the Senior Obligations or any other person, or to pursue
any other remedy in any Secured Party’s power which the Subordinated Holders cannot pursue, notwithstanding that the failure
of any Secured Party to do so may thereby prejudice the Subordinated Holders. The Subordinated Holder Representative, for itself
and on behalf of the Subordinated Holders, agrees that it shall not be discharged, exonerated or have its obligations hereunder
to the Secured Parties reduced by any Secured Party’s delay in proceeding against or enforcing any remedy against the Borrower,
any assets or property securing the Senior Obligations or any guarantor of the Senior Obligations or any other person; by any
Secured Party releasing the Borrower, any assets or property securing the Senior Obligations or any other guarantor of the Senior
Obligations or any other person from all or any part of the Senior Obligations; or by the discharge of the Borrower, any assets
or property securing the Senior Obligations or any guarantor of the Senior Obligations or any other person by an operation of
law or otherwise, with or without the intervention or omission of a Secured Party. Any Secured Party’s vote to accept or
reject any plan of reorganization relating to the Borrower, any assets or property securing the Senior Obligations, or any guarantor
of the Senior Obligations or any other person, or any Secured Party’s receipt on account of the Senior Obligations of any
cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case (other than payment in full
in cash of the Senior Obligations), shall not discharge, exonerate, or reduce the obligations of the Subordinated Holder Representative
and the Subordinated Holders hereunder to the Secured Parties.


 




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(b)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election
of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has
impaired the value of the Subordinated Holders’ rights of subrogation, reimbursement or contribution against the Borrower
or any other guarantor of the Senior Obligations or any other person. The Subordinated Holder Representative, for itself and on
behalf of the Subordinated Holders, expressly waives any rights or defenses it may have by reason of protection afforded to the
Borrower or any other guarantor of the Senior Obligations or any other person with respect to the Senior Obligations pursuant
to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness
upon judicial or nonjudicial foreclosure of any assets or property securing the Senior Obligations.


 


(c)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by
it, any demand for payment of any Senior Obligations made by a Secured Party may be rescinded in whole or in part by such Secured
Party, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor
or any other person upon or for any part thereof, or any assets or property securing the Senior Obligations or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated,
compromised, waived, surrendered, or released by the Secured Parties, in each case without notice to or further assent by the
Subordinated Holder Representative or any Subordinated Holder, which will remain bound under this Agreement and without impairing,
abridging, releasing or affecting the subordination and other agreements provided for herein.


 


(d)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice
of or proof of reliance by the Secured Parties upon this Agreement. The Senior Obligations and the consent given to create the
obligations of the Borrower in respect of the Subordinated Obligations shall be deemed conclusively to have been created, contracted,
incurred or given in reliance upon this Agreement, and all dealings between the Borrower and the Secured Parties shall be deemed
to have been consummated in reliance upon this Agreement. The Subordinated Holder Representative, for itself and on behalf of
the Subordinated Holders, acknowledges and agrees that the Secured Parties have relied upon the subordination and other agreements
provided for herein in consenting to the Subordinated Obligations. The Subordinated Holder Representative, for itself and on behalf
of the Subordinated Holders, waives notice of or proof of reliance on this Agreement and protest, demand for payment and notice
of default.


 




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SECTION
3. SENIOR OBLIGATIONS UNCONDITIONAL. All rights and interests of the Secured Parties hereunder, and all agreements and obligations
of the Subordinated Holder Representative, the Subordinated Holders and the Borrower hereunder, shall remain in full force and
effect irrespective of:


 


(a)
        any lack of validity or enforceability of the Credit Agreement or any other Loan
Document;


 


(b)
        any change in the time, manner or place of payment of, or in any other term of,
all or any of the Senior Obligations, or any amendment or waiver or other modification, whether by course of conduct or otherwise,
of, or consent to departure from, the Credit Agreement or any other Loan Document;


 


(c)
        any exchange, release or nonperfection of any Lien on any Collateral; or


 


(d)
       any other circumstances that might otherwise constitute a defense available to,
or a discharge of, the Borrower in respect of the Senior Obligations, or of the Subordinated Holder Representative, the Subordinated
Holders or the Borrower in respect of this Agreement.


 


SECTION
4. REPRESENTATIONS AND WARRANTIES. The Subordinated Holder Representative represents and warrants to the Administrative Agent,
for the benefit of the Secured Parties, that:


 


(a)
        It has the power and authority to execute and deliver and to perform its obligations
under this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.


 


(b)
        It has been duly authorized by the Subordinated Holders to execute and deliver
this Agreement, to agree to the terms of this Agreement on behalf of the Subordinated Holders and to perform its obligations hereunder,
and the Subordinated Holder Representative has the power and authority to bind the Subordinated Holders to the terms of this Agreement
to the extent set forth herein.


 


(c)
        This Agreement has been duly executed and delivered by the Subordinated Holder
Representative and constitutes a legal, valid and binding obligation of the Subordinated Holder Representative and the Subordinated
Holders, enforceable against the Subordinated Holder Representative and the Subordinated Holders in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 






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(d)          No
consent or authorization or filing with, or other act by or in respect of, any governmental authority, is required in
connection with the execution, delivery or performance of this Agreement.


 


SECTION
5. WAIVER OF CLAIMS. 


 


(a)
        To the maximum extent permitted by law, the Subordinated Holder Representative,
for itself and on behalf of the Subordinated Holders, waives any claim it might have against any Secured Party with respect to,
or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the
part of any Secured Party or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or
remedies under the Loan Documents or any transaction relating to any assets or property securing the Senior Obligations. Neither
the Secured Parties nor any of their respective directors, officers, employees, agents or affiliates shall be liable for failure
to demand, collect or realize upon any assets or property securing the Senior Obligations or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any assets or property securing the Senior Obligations upon the request
of the Borrower or the Subordinated Holder Representative or any other person or to take any other action whatsoever with regard
to any documents relating to any assets or property securing the Senior Obligations.


 


(b)
        The Subordinated Holder Representative, for itself and on behalf of the
Subordinated Holders and their respective successors and assigns, hereby waives any and all now existing or hereafter arising
rights it may have to require the Secured Parties to marshal assets for the benefit of the Subordinated Holders, or to
otherwise direct the timing, order or manner of any sale, collection or other enforcement of any assets or property securing
the Senior Obligations or enforcement of the Loan Documents. The Secured Parties are under no duty or obligation, and the
Subordinated Holder Representative, for itself and on behalf of the Subordinated Holders, hereby waives any right it may have
to compel the Secured Parties, to pursue any guarantor or other person who may be liable for the Senior Obligations, or to
enforce any Lien or security interest in any assets or property securing the Senior Obligations.


 


(c)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise.


 


(d)
        The Subordinated Holder Representative, for itself and on behalf of the
Subordinated Holders, hereby waives any duty on the part of the Secured Parties to disclose to it any fact known or hereafter
known by the Secured Parties relating to the operation or financial condition of the Borrower or any guarantor of the Senior
Obligations, or their respective businesses. The Subordinated Holder Representative enters into this Agreement on behalf of
the Subordinated Holders based solely upon the independent knowledge of the Subordinated Holders of the Borrower’s
results of operations, condition (financial or otherwise) and business and the Subordinated Holder Representative and
Subordinated Holders assume full responsibility for obtaining any further or future information with respect to the Borrower
or its results of operations, condition (financial or otherwise) or business.


 




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SECTION
6. FURTHER ASSURANCES. The Subordinated Holder Representative and the Borrower, at the expense of the Borrower and at any
time from time to time, upon the written request of the Administrative Agent, shall promptly and duly execute and deliver such
further instruments and documents and take such further actions as the Administrative Agent reasonably may request for the purposes
of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.


 


SECTION
7. EXPENSES; INDEMNIFICATION. 


 


(a)
        To the extent required under Section 10.3 of the Credit Agreement, the Borrower
shall pay or reimburse the Administrative Agent and the Secured Parties, promptly after demand, for all their respective documented,
out-of-pocket costs and expenses in connection with the enforcement of any rights under this Agreement, including, without limitation,
fees and disbursements of counsel to the Administrative Agent and the Secured Parties to the extent provided therein.


 


(b)          To
the extent required under Section 10.3 of the Credit Agreement, the Borrower shall and hereby agrees to, pay, indemnify, and hold
the Administrative Agent and the Secured Parties harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions (whether sounding in contract, tort or on any other ground), judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the failure of the Borrower, the Subordinated Holder Representative
or any Subordinated Holder to perform any of its obligations arising out of or relating to this Agreement.


 


SECTION
8. PROVISIONS DEFINE RELATIVE RIGHTS. This Agreement is intended solely for the purpose of defining the relative rights of
the Secured Parties on the one hand and the Subordinated Holder Representative, the Subordinated Holders and the Borrower on the
other, and no other person shall have any right, benefit or other interest under this Agreement.


 


SECTION
9. NOTICES. All notices, requests and demands to or upon any party hereto shall be in writing and shall be given in the manner
provided in Section 10.1 of the Credit Agreement and, in the case of Subordinated Holder Representative, to the address set forth
below its signature hereto.


 


SECTION
10. COUNTERPARTS. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each
of which shall be deemed an original, but all of which taken together shall be deemed to constitute but one instrument. Delivery
of an executed signature page to this Agreement by facsimile transmission, “.pdf” delivery or other electronic transmission
shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


SECTION
11. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 




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SECTION
12. INTEGRATION. This Agreement represents the agreement of the Borrower, the Subordinated Holder Representative, the
Subordinated Holders and the Secured Parties with respect to the subject matter hereof and there are no promises or
representations by the Borrower, the Subordinated Holder Representative, the Subordinated Holders or the Secured Parties
relative to the subject matter hereof not reflected herein.


 


SECTION
13. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. 


 


(a)
None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Administrative Agent, the Borrower and the Subordinated Holder Representative.


 


(b)
No failure to exercise, nor any delay in exercising, on the part of the Secured Parties, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.


 


(c)
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 


SECTION
14. SECTION HEADINGS. The section headings used in this Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation hereof.


 


SECTION
15. SUCCESSORS AND ASSIGNS. 


 


(a)
   This Agreement shall be binding upon the successors and assigns of each of the Borrower, the Subordinated Holder
Representative and the Subordinated Holders and shall inure to the benefit of the Secured Parties and their respective successors
and assigns.


 


(b)     Notwithstanding
the provisions of Section 15(a) above, none of the Subordinated Holder Representative or any Subordinated Holder shall
assign its obligations hereunder to any person (and any such assignment shall be null and void).


 


SECTION
16. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. 


 


(a)
        THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS
THAT WOULD RESULT IN THE APPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK).


 




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(b)
        The Subordinated Holder Representative, for itself and on behalf of the
Subordinated Holders, hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New
York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement, however, shall affect any right that the
Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement
against the Subordinated Holder Representative or the Subordinate Holders or their respective properties in the courts of any
jurisdiction.


 


(c)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, in any New York State court or Federal court of the United
States of America sitting in New York City. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)
        The Subordinated Holder Representative, for itself and on behalf of the Subordinated
Holders, hereby irrevocably consents to service of process in the manner provided for notices in Section 9 hereof. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION
17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 17.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first
above written.


	 	 	 
	NORTH ATLANTIC TRADING

    COMPANY, INC. 

    a Delaware corporation	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 




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	 	[__________________________________], 

    as the Subordinated Holder Representative
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:  	 


  




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	 	[WELLS FARGO BANK, NATIONAL 

    ASSOCIATION], 

    as the Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






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