Standard Contracts
EXHIBIT 10.9 AMENDED AND RESTATED PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of July 15, 2003 and amended and restated as of July 30, 2004 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise...Pledge Agreement • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
Exhibit 10.8 AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
EXHIBIT 3 FORM OF RIGHTS AGREEMENT BY AND BETWEEN REYNOLDS AMERICAN INC.Rights Agreement • July 29th, 2004 • Reynolds American Inc • Cigarettes • New York
ANDSupply Agreement • May 5th, 2005 • Reynolds American Inc • Cigarettes • North Carolina
WITNESSETH:Second Supplemental Indenture • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
WITNESSETH:Third Supplemental Indenture • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
REYNOLDS AMERICAN INC. as Issuer, the Guarantors listed on Schedule 1 hereto, and CITIGROUP GLOBAL MARKETS INC. as Dealer Managers July 15, 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
This Registration Rights Agreement dated July 15, 2015 (this “Agreement”) is entered into by and among REYNOLDS AMERICAN INC., a North Carolina corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES LLC, as dealer managers (the “Dealer Managers”) pursuant to the Dealer Managers Agreement (as defined below). The Company, the Initial Guarantors and the Dealer Managers are parties to the Dealer Managers Agreement dated June 11, 2015 (the “Dealer Managers Agreement”), related to, among other things, the Company’s offers to exchange (the “Initial Exchange Offers”) the (1) 3.500% Senior Notes due August 4, 2016, (2) 2.300% Senior Notes due August 21, 2017, (3) 8.125% Senior Notes due June 23, 2019, (4) 6.875% Senior Notes due May 1, 2020, (5) 3.750% Senior Notes due May 20, 2023, (6) 8.125% Senior Notes due May 1, 2040 and (7) 7.000% Senior Notes due August 4, 2041 (collectively, the “LT
EXHIBIT 2.5 JOINDER AGREEMENT, dated as of January 9, 2004 (this "Agreement"), among REYNOLDS AMERICAN INC., a North Carolina corporation ("Reynolds American"), BROWN & WILLIAMSON TOBACCO CORPORATION, a Delaware corporation ("B&W"), and R.J. REYNOLDS...Joinder Agreement • August 9th, 2004 • Reynolds American Inc • Cigarettes
BROWN & WILLIAMSON TOBACCO CORPORATION TRUST AGREEMENT FOR _____________________Trust Agreement • March 9th, 2005 • Reynolds American Inc • Cigarettes
EXHIBIT 10.7 FOURTH AMENDED AND RESTATED SUBSIDIARY GUARANTY GUARANTY, dated as of May 18, 1999, as amended and restated as of November 17, 2000, as further amended and restated as of May 10, 2002, as further amended and restated as of January 17,...Subsidiary Guaranty • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
AMONGCredit Agreement • August 9th, 2004 • Reynolds American Inc • Cigarettes • New York
BROWN & WILLIAMSON TOBACCO CORPORATION,Business Combination Agreement • August 9th, 2004 • Reynolds American Inc • Cigarettes
UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [Title of Debt Securities] Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V....Underwriting Agreement • July 17th, 2019 • Reynolds American Inc • Cigarettes • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...Security Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
Regulation S under the Securities Act. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 9th, 2017 • Reynolds American Inc • Cigarettes • North Carolina
SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • December 19th, 2014 • Reynolds American Inc • Cigarettes • New York
SUBSIDIARY GUARANTEE (as amended, modified, restated and/or supplemented from time to time, this “Guarantee”), dated as of December 18, 2014, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 23 hereof, collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Guaranteed Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
ANDSupply Agreement • May 5th, 2005 • Reynolds American Inc • Cigarettes • North Carolina
REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PROGRAM PERFORMANCE SHARE AGREEMENT DATE OF GRANT: March 3, 2014Performance Share Agreement • April 23rd, 2014 • Reynolds American Inc • Cigarettes • North Carolina
AND MUNDET INC.Supply Agreement • May 5th, 2005 • Reynolds American Inc • Cigarettes • North Carolina
ContractSecurity Agreement • June 26th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS SECURITY OF REYNOLDS AMERICAN INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR OTHER LAWS.
ContractSecurity Agreement • June 26th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS SECURITY OF REYNOLDS AMERICAN INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR OTHER LAWS.
REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT DATE OF GRANT: MARCH 6, 2008Performance Unit Agreement • May 2nd, 2008 • Reynolds American Inc • Cigarettes • North Carolina
Dated as of June 20, 2006 REYNOLDS AMERICAN INC. as Issuer, the Guarantors listed on Schedule 1 hereto, and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2006 • Reynolds American Inc • Cigarettes • New York
This Registration Rights Agreement dated June 20, 2006 (this “Agreement”) is entered into by and among REYNOLDS AMERICAN INC., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and The Bank of New York Trust Company, N.A. (the “Trustee”).
Page Article 1. Establishment and Term of the Plan 1 1.1 Establishment of the Plan 1 1.2 Plan Term 1 1.3 Change in Control and Plan Term 1 Article 2. Definitions 2 Article 3. Severance Eligibility/Conditions 8 3.1 Qualifying Termination 8 3.2...Executive Severance Plan • May 9th, 2016 • Reynolds American Inc • Cigarettes
Exhibit 10.13 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: White & Case LLP Forsyth County, North Carolina 1155 Avenue of the Americas New York, New York 10036 Attention: Jeffrey J. Temple, Esq. 1107993/0083 FIRST AMENDMENT TO DEED OF TRUST,...Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing • August 9th, 2004 • Reynolds American Inc • Cigarettes
CREDIT AGREEMENT dated as of December 18, 2014 among REYNOLDS AMERICAN INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., as Syndication Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,...Credit Agreement • December 19th, 2014 • Reynolds American Inc • Cigarettes • New York
CREDIT AGREEMENT dated as of December 18, 2014, among REYNOLDS AMERICAN INC. (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
B.A.T CAPITAL CORPORATION as the Company [FORM OF] INDENTURE Dated as of [ ] BRITISH AMERICAN TOBACCO P.L.C. B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee CITIBANK,...Indenture • July 17th, 2019 • Reynolds American Inc • Cigarettes • New York
INDENTURE, dated as of [ ], among B.A.T Capital Corporation, a Delaware corporation, as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales, B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, and, until its guarantee is released in accordance with this Indenture (if ever), Reynolds American Inc., a North Carolina corporation, as guarantors, Citibank, N.A., as trustee, and Citibank, N.A., as authentication agent, transfer agent, registrar, calculation agent and initial paying agent, unless another paying agent is appointed prior to the time the Notes are first issued.
VALUATION PAYMENT SETTLEMENT AGREEMENTValuation Payment Settlement Agreement • February 21st, 2008 • Reynolds American Inc • Cigarettes • England
ContractSecurity Agreement • July 6th, 2005 • Reynolds American Inc • Cigarettes • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
TERM LOAN AGREEMENT dated as of March 15, 2013 among REYNOLDS AMERICAN INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., as Syndication Agent, FIFTH THIRD BANK, MIZUHO CORPORATE BANK,...Term Loan Agreement • March 18th, 2013 • Reynolds American Inc • Cigarettes • New York
TERM LOAN AGREEMENT dated as of March 15, 2013, among REYNOLDS AMERICAN INC. (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT DATE OF GRANT: MARCH 6, 2007Restricted Stock Agreement • May 4th, 2007 • Reynolds American Inc • Cigarettes • North Carolina
REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT DATE OF GRANT: January 1, 2007Performance Share Agreement • February 27th, 2007 • Reynolds American Inc • Cigarettes • North Carolina
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...Security Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
Regulation S under the Securities Act. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.
This Deed of Trust was prepared by, and when recorded should be returned to: This document is intended to be recorded in [___] County, TENNESSEEDeed of Trust • August 2nd, 2007 • Reynolds American Inc • Cigarettes • New York
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND FIXTURE FILING, dated as of October ___, 2006 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this “Deed of Trust”) made by Conwood Company, L.P., a Delaware limited partnership (the “Trustor”), having an address at 401 North Main Street, Winston-Salem, North Carolina 27102 as the Trustor, to Richard F. Warren, Jr. (“Trustee”), a resident of Nashville, Davidson County, Tennessee, having an address at 1600 Division Street, Suite 700, Nashville, Tennessee 37203, for the benefit of JPMorgan Chase Bank, N.A. (together with any successor beneficiary, the “Beneficiary”), having an address at 270 Park Avenue, New York, NY 10017, as Administrative Agent and Collateral Agent, as the Beneficiary for the benefit of the Secured Creditors (as defined below).
ContractGovernance Agreement • November 14th, 2011 • Reynolds American Inc • Cigarettes
AMENDMENT No. 3, dated as of November 11, 2011, (this “Amendment”) to the GOVERNANCE AGREEMENT, dated as of July 30, 2004 (the “Agreement”), as amended, among BRITISH AMERICAN TOBACCO p.l.c., a public limited company incorporated under the laws of England and Wales (“BAT”), BROWN & WILLIAMSON HOLDINGS, INC, (f/k/a Brown & Williamson Tobacco Corporation), a Delaware corporation (“B&W”), and REYNOLDS AMERICAN INC., a North Carolina corporation (“Reynolds American”).
