Exhibit 10.13


 


Execution Version 


 


SECOND LIEN COPYRIGHT SECURITY AGREEMENT


 


This SECOND LIEN COPYRIGHT
SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of January, 2014,
by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors”
and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
(“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together
with its successors and assigns in such capacity, “Agent”).


 


W
I T N E S S E T H:


 


WHEREAS, pursuant to
that certain Second 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 HOLDING COMPANY,
INC. (“Parent”), NATC HOLDING COMPANY, INC. (“Holdings”), NORTH ATLANTIC TRADING COMPANY,
INC. (“Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its
successors and assigns, is referred to hereinafter as a “Lender”) and Agent, the Lenders have agreed to make
certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof; and


 


WHEREAS, the Lenders
and the other Secured Parties are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement
and the other Loan Documents, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent,
for the benefit of the Secured Parties, that certain Second Lien Guaranty and Security Agreement, dated as of January 13, 2014
(including all annexes, exhibits or schedules thereto, as from time to time amended, restated, amended and restated, supplemented
or otherwise modified, the “Guaranty and Security Agreement”); and


 


WHEREAS, pursuant to
the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Secured Parties,
this Copyright Security Agreement;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:


 


1.           DEFINED
TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty
and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject
to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction
are incorporated herein by this reference, mutatis mutandis.


 


2.           GRANT
OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for
the benefit of each Secured Party, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright
Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and
to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Copyright
Collateral”):


 


all works of authorship and all
intellectual property rights therein, all United States and foreign copyrights (whether or not the underlying works of authorship
have been published), including copyrights in software and databases, all designs (including all industrial designs, “Protected
Designs” within the meaning of 17 U.S.C. § 1301 et. seq. and Community designs), and all “Mask Works” (as
defined in 17 U.S.C. § 901 of the U.S. Copyright Act), whether registered or unregistered, and with respect to any and all
of the foregoing:


 


(i) all
registrations and applications for registration thereof including the registrations and applications listed in Schedule I
attached hereto,


 






    	 



    	 



    

 


(ii) all
extensions, renewals, and restorations thereof,


 


(iii) all
rights to sue or otherwise recover for any past, present and future infringement or other violation thereof,


 


(iv) all
Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter
due and/or payable with respect thereto, and


 


(v) all other
rights of any kind accruing thereunder or pertaining thereto throughout the world.


 


3.           SECURITY
FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and
performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing,
this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would
be owed by Grantors, or any of them, to Agent, the other Secured Parties or any of them, whether or not they are unenforceable
or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.


 


4.           SECURITY
AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security
interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Guaranty and Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright Collateral
made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Copyright
Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.


 


5.           COUNTERPARTS.
This Copyright Security Agreement is a Loan Document. This Copyright Security Agreement may be executed in any number of counterparts
and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed
counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as
effective as delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed
counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver
an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.


 






    	2



    	 



    

 


6.           CHOICE
OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO
THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 29 OF THE
GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	3



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above
written.


	 	 	 	 
	GRANTORS:	NORTH ATLANTIC OPERATING COMPANY, INC.	 
	 	 	 	 
	 	By:	/s/ Brian C. Harriss	 
	 	 	Name: Brian C. Harriss	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 
	 	 	 	 
	 	NATIONAL TOBACCO COMPANY, L.P.	 
	 	 	 	 
	 	By:	/s/ Brian C. Harriss	 
	 	 	Name: Brian C. Harriss	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 


 


Signature
Page to

Second Lien Copyright Security Agreement


 






    	 



    	 



    

 


	 	 	 	 
	 	ACCEPTED AND ACKNOWLEDGED BY:	 
	 	 	 
	AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association	 
	 	 	 	 
	 	By:	/s/ Rob King	 
	 	 	Name: Rob King	 
	 	 	Title: SVP	 


 


Signature
Page to

Second Lien Copyright Security Agreement


 






    	 



    	 



    

 


National Tobacco Company, L.P.


 


Copyright Registrations


 


	DURANGO
    ARTWORK	VA
    1-125-352	3/18/2002	National
    Tobacco Company, L.P.	1998

    3/10/1998	REGISTERED
	 	 	 	 	 	 
	TROPHY
    ARTWORK	VA 1-190-264	3/31/2003	National Tobacco Company,
    L.P.	1992

    3/3/1992	REGISTERED
	 	 	 	 	 	 
	DURANGO
    ZIPPER POUCH	VAu 985-273	03/30/2009	National Tobacco Company,
    L.P.	2008	REGISTERED
	 	 	 	 	 	 
	SMOKING
    MAN (Design Only)	VA 1-673-145	06/23/2009	National Tobacco Company,
    L.P.	2008

    04/02/2009	REGISTERED
	 	 	 	 	 	 


 






    	 



    	 



    

 


NORTH ATLANTIC OPERATING COMPANY, INC.


 


Copyright Registrations


 


	Copyright	Registration

    Number	Registration

    Date	Owner	Completed/

    Published	Status
	NORTH
ATLANTIC OPERATING COMPANY, INC. DESIGN	VAu
    464-855	10/11/2001	North
    Atlantic Operating Company, Inc.	2001

    1/7/2002	REGISTERED