North Atlantic Trading Co Inc Watch

from 8-K ~10 pages Articles of Incorporation or Bylaws

from 10-K ~50 pages Articles of Incorporation or Bylaws

from 8-K ~50 pages Articles of Incorporation or Bylaws

from 10-K405 1 page Articles of Incorporation or Bylaws

from 10-Q ~10 pages Amended and Restated Bylaws

from 10-K405 ~10 pages Bylaws of International Falvors Technology

from 10-K405 1 page Certificate of Amendment of Cert of Incorp

from 10-K405 1 page Certificate of Incorporation

from 10-K405 ~5 pages Restated Certificate of Incorporation

from S-4/A ~50 pages Certificate of Designation

from S-4/A ~50 pages Certificate of Designation

from S-4/A ~5 pages Amendment No. 1 to Third Amended and Restated

from S-4/A ~10 pages Third Amended and Restated Agreement Of

from S-4/A 1 page Limited Partnership <page> Amended and Restated Certificate of Limited Partnership of National Tobacco Company, L.P. This Amended and Restated Certificate of Limited Partnership of National Tobacco Company, L.P. ("Partnership"), Dated as of May 17, 1996, Has Been Duly Executed and Is Being Filed by the Undersigned in Accordance With the Provisions of 6 Del. C. Ss.17-210, to Amend and Restate the Original Certificate of Limited Partnership of the Partnership, Which Was Filed on January 17, 1988, With the Secretary of State of the State (The "Certificate"), to Form a Limited Partnership Under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. Ss.17-101, Et Seq.). the Certificate Is Hereby Amended and Restated in Its Entirety to Read as Follows: 1. Name. the Name of the Limited Partnership Formed and Continued Hereby Is National Tobacco Company, L.P. 2. Registered Office. the Address of the Registered Office of the Partnership in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 3. Registered Agent. the Name and Address of the Registered Agent for Service of Process on the Partnership in the State of Delaware Is the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 4. General Partner. the Name and the Business Address of the Sole General Partner of the Partnership Is: National Tobacco Finance Corporation, 444 Park Avenue South, New York, New York 10016. <page> in Witness Whereof, the Undersigned Has Executed This Amended and Restated Certificate of Limited Partnership. National Tobacco Finance Corporation By: /S/ /Thomas F. Helms, Jr. Thomas F. Helms, Jr. President/Authorized Person - 2

from S-4/A 1 page Restated Certificate of Incorporation

from S-4/A 1 page <page> State of Delaware Secretary of State Division of Corporations Filed 04:00 Pm 06/17/1997 971199971 - 2760360 Certificate of Amendment to the Certificate of Incorporation of North Atlantic Finance Acquisition Company, Inc. the Undersigned, Being the Sole Incorporator of North Atlantic Finance Acquisition Company, Inc. (The "Corporation"), Hereby Certifies That: First: The Name of the Corporation Is North Atlantic Finance Acquisition Company, Inc. Second: The Certificate of Incorporation of the Corporation Was Filed With the Secretary of State of the State of Delaware on June 9, 1997. Third: Article First of Said Certificate of Incorporation Is Hereby Deleted in Its Entirety and Replaced With the Following: "First: The Name of the Corporation Is North Atlantic Operating Company, Inc. (The "Corporation")." Fourth: The Corporation Has Not Received Any Payment for Any of Its Stock and the Foregoing Amendment Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 241 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Undersigned Has Duly Executed This Certificate of Amendment This 17th Day of June, 1997 and Does Hereby Affirm, Under the Penalties of Perjury, That the Statements Contained Herein Have Been Examined by Him and Are True and Correct. /S/ Dov Goldman Dov Goldman Sole Incorporator

from S-4/A 1 page Certificate of Incorporation

from S-4/A 1 page Certificate of Amendment

from S-4/A 1 page <page> Certificate of Amendment to the Certificate of Incorporation of North Atlantic Trading Acquisition Company, Inc. the Undersigned, Being President of North Atlantic Trading Acquisition Company, Inc. (The "Corporation"), Hereby Certifies That: First: The Name of the Corporation Is North Atlantic Trading Acquisition Company, Inc. Second: The Certificate of Incorporation of the Corporation Was Filed With the Secretary of State of the State of Delaware on May[nb]19, 1997. Third: Article First of Said Certificate of Incorporation Is Hereby Deleted in Its Entirety and Replaced With the Following: "First: The Name of the Corporation Is North Atlantic Trading Company, Inc. (The "Corporation")." Fourth: The Foregoing Amendment Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 241 of the General Corporation Law of the State of Delaware. in Witness Whereof, Thomas F. Helms, Jr., President, Has Duly Executed This Certificate of Amendment This 25th Day of June, 1997 and Affirms, Under the Penalties of Perjury, That the Statements Herein Are True. /S/ Thomas F. Helms, Jr. Thomas F. Helms, Jr. President

from S-4/A ~5 pages Restated Certificate of Incorporation