EXHIBIT 10.53
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") dated as of
February 9, 2004, between North Atlantic Trading Company, Inc. a Delaware
corporation (the "Assignor") and North Atlantic Holding Company, Inc., a
Delaware corporation (the "Assignee").
WHEREAS, Assignor is a party to that certain Warrant Agreement
between Assignor and the Bank of New York (as successor to the United States
Trust Company of New York) as Warrant Agent, dated as of June 25, 1997 (the
"Warrant Agreement");
WHEREAS, pursuant to Section 12(k) of the Warrant Agreement, Assignor
has the right to transfer its rights and obligations under the Warrant Agreement
to a successor corporation as a result of, among other things, a capital
reorganization of Assignor;
WHEREAS, Assignor consummated a holding company reorganization,
pursuant to an Agreement and Plan of Merger, dated February 9, 2004 (the "Merger
Agreement"), among Assignor, Assignee and NATC Merger Sub, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Assignee, whereby Assignee
became the parent company of Assignor;
WHEREAS, pursuant to Section 3.01 of the Merger Agreement, Assignor
desires to assign and Assignee desires to assume, all of the obligations of
Assignor under the Warrant Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. Assignment. Assignor does hereby assign, transfer, convey and
deliver to Assignee all of the rights and obligations of Assignor under the
Warrant Agreement.
2. Assumption of Obligations. Assignee hereby assumes all of the
rights and obligations of Assignor under the Warrant Agreement.
3. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
principles of conflicts of laws.
4. Amendment. This Agreement may be amended, supplemented or
modified, and any provision hereof may be waived, only pursuant to a written
instrument making specific reference to this Agreement signed by each of the
parties hereto.
5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Assumption Agreement to be executed by their respective officers thereunto
duly authorized as of the date first above written.
NORTH ATLANTIC TRADING COMPANY, INC., as assignor
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief Financial Officer
NORTH ATLANTIC HOLDING COMPANY, INC., as assignee
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Chairman and Chief Executive Officer
