CREDIT AGREEMENT dated as of July 10, 2012 among LORILLARD TOBACCO COMPANY, as Borrower, LORILLARD, INC., as Parent, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES,...Credit Agreement • July 10th, 2012 • Lorillard, Inc. • Cigarettes • New York
CREDIT AGREEMENT, dated as of July 10, 2012, among LORILLARD TOBACCO COMPANY (the “Borrower”), LORILLARD, INC. (the “Parent”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Lorillard Tobacco Company $500,000,000 3.750% Senior Notes due 2023 Guaranteed by Lorillard, Inc. Underwriting AgreementUnderwriting Agreement • May 20th, 2013 • Lorillard, Inc. • Cigarettes • New York
Lorillard Tobacco Company, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its 3.750% Senior Notes due 2023 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to a Base Indenture dated as of June 23, 2009, as supplemented by the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to be dated May 20, 2013 (the Base Indenture together with the Fifth Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Company’s obl
SEVERANCE AGREEMENTSeverance Agreement • October 27th, 2010 • Lorillard, Inc. • Cigarettes • North Carolina
THIS AGREEMENT, dated October 11, 2010, is made by and between Lorillard, Inc. Corporation, a Delaware corporation (the “Company”), and Murray S. Kessler (the “Executive”).
CREDIT AGREEMENT dated as of March 26, 2010 among LORILLARD TOBACCO COMPANY, as Borrower, LORILLARD, INC., as Parent, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, N.A., as Syndication Agent and...Credit Agreement • March 26th, 2010 • Lorillard, Inc. • Cigarettes • New York
CREDIT AGREEMENT, dated as of March 26, 2010, among LORILLARD TOBACCO COMPANY (the “Borrower”), LORILLARD, INC. (the “Parent”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
LORILLARD TOBACCO COMPANY, as Issuer LORILLARD, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, INDENTURE Dated June 23, 2009 Debt SecuritiesLorillard, Inc. • June 23rd, 2009 • Cigarettes • New York
This is an INDENTURE, dated June 23, 2009, among LORILLARD TOBACCO COMPANY, a corporation duly incorporated and existing under the laws of the Delaware and having its principal office at 714 Green Valley Road, Greensboro, North Carolina 27408 (hereinafter called the “Company”), LORILLARD, INC., a corporation duly incorporated and existing under the laws of the Delaware and the parent company of the Company and having its principal office at 714 Green Valley Road, Greensboro, North Carolina 27408 (hereinafter called the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (hereinafter called the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2008 • Lorillard, Inc. • Cigarettes • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
Form of Amendment to Severance AgreementSeverance Agreement • October 23rd, 2014 • Lorillard, Inc. • Cigarettes • North Carolina
This Amendment to Severance Agreement (this “Amendment”) is made and entered into effective as of , 2014 (the “Effective Date”) by and between Lorillard, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
LIMITED LIABILITY COMPANY AGREEMENT OF LORILLARD, LLCLimited Liability Company Agreement • June 15th, 2015 • Lorillard, LLC • Cigarettes • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Lorillard, LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned member (the “Member”), effective as of June 12, 2015.
SEPARATION AGREEMENT by and among LOEWS CORPORATION, LORILLARD, INC., LORILLARD TOBACCO COMPANY, LORILLARD LICENSING COMPANY, LLC, ONE PARK MEDIA SERVICES, INC. and PLISA S.A. Dated as of May 7, 2008.Separation Agreement • August 7th, 2008 • Lorillard, Inc. • Cigarettes • New York
SEPARATION AGREEMENT, dated as of May 7, 2008, by and among LOEWS CORPORATION, a Delaware corporation (“Loews”), LORILLARD, INC., a Delaware corporation (“Lorillard”), LORILLARD TOBACCO COMPANY, a Delaware corporation, LORILLARD LICENSING COMPANY, LLC, a North Carolina limited liability company, ONE PARK MEDIA SERVICES, INC., a Delaware corporation, and PLISA S.A., a Swiss société anonyme.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2009 • Lorillard, Inc. • Cigarettes • North Carolina
This Amended and Restated Employment Agreement (the “Agreement”) made and entered into as of the 19th day of December 2008, by and between Lorillard, Inc. (the “Company”), a Delaware corporation with its principal office at 714 Green Valley Road, Greensboro, NC 27408, and Martin L. Orlowsky (“Orlowsky”), with his principal office at 714 Green Valley Road, Greensboro, NC 27408.
Lorillard Tobacco Company $750,000,000 6.875% Senior Notes due 2020 $250,000,000 8.125% Senior Notes due 2040 Guaranteed by Lorillard, Inc. Underwriting AgreementUnderwriting Agreement • April 12th, 2010 • Lorillard, Inc. • Cigarettes • New York
Lorillard Tobacco Company, a Delaware corporation (the “Company”), proposes to issue and sell (a) $750,000,000 aggregate principal amount of its 6.875% Senior Notes due 2020, and (b) $250,000,000 aggregate principal amount of its 8.125% Senior Notes due 2040 (together, the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc. is acting as representative (the “Representative”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to a Base Indenture dated as of June 23, 2009, as supplemented by the Second Supplemental Indenture to be dated April 12, 2010 (the Base Indenture together with the Second Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Comp
Lorillard Tobacco Company $500,000,000 2.300% Senior Notes due 2017 Guaranteed by Lorillard, Inc. Underwriting AgreementLorillard, Inc. • August 21st, 2012 • Cigarettes • New York
Lorillard Tobacco Company, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its 2.300% Senior Notes due 2017 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., J.P. Morgan Securities LLC and RBS Securities Inc. are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to a Base Indenture dated as of June 23, 2009, as supplemented by the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to be dated August 21, 2012 (the Base Indenture together with the Fourth Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Company’s
EMPLOYMENT AGREEMENT (as amended and restated effective February 1, 2008)Employment Agreement • March 26th, 2008 • Lorillard, Inc. • Cigarettes • North Carolina
AGREEMENT made and entered into as of the 1st day of February 2008, by and between Lorillard Tobacco Company (the “Company”), a Delaware corporation with its principal office at 714 Green Valley Road, Greensboro, NC 27408, and Martin L. Orlowsky (“Orlowsky”), with his principal office at 714 Green Valley Road, Greensboro, NC 27408.
ASSET PURCHASE AGREEMENT among LRDHC, INC., BLEC, LLC, INTERMARK BRANDS, LLC and QSN TECHNOLOGIES, LLC dated as of April 24, 2012Asset Purchase Agreement • April 27th, 2012 • Lorillard, Inc. • Cigarettes • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of April 24, 2012, among LRDHC, INC., a Delaware corporation (“LRDHC” and together any of the LRDHC Subsidiaries designated by LRDHC in its sole discretion, from time to time as the case may be, collectively the “Buyers” and each, a “Buyer”), BLEC, LLC, a Nevada limited liability company (“BLEC”), INTERMARK BRANDS, LLC, a Nevada limited liability company (“Intermark”) and QSN TECHNOLOGIES, LLC, a Nevada limited liability company (“QSN”, and together with BLEC and Intermark, the “Sellers,” and each, a “Seller”).
LORILLARD, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, INDENTURE Dated as of [ ], 2009 Debt SecuritiesLorillard, Inc. • June 11th, 2009 • Cigarettes • New York
This is an INDENTURE, dated as of [ ], 2009, among LORILLARD, INC., a corporation duly incorporated and existing under the laws of the Delaware and the parent company of the Company and having its principal office at 714 Green Valley Road, Greensboro, North Carolina 27408 (hereinafter called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (hereinafter called the “Trustee”).
Ronald S. Milstein (336)335-7718 Senior Vice President, Fax (336) 335-7707 Legal and External Affairs, May 5, 2008 General Counsel and SecretaryEmployment Agreement • May 9th, 2008 • Lorillard, Inc. • Cigarettes
The purpose of this letter is to amend, on this 5th day of May, 2008 (the “Amendment”), the Employment Agreement (the “Agreement”) dated February 1, 2008, between Lorillard Tobacco Company (the “Company”) and Martin L. Orlowsky (“Orlowsky”).
FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENTAssignment and Assumption of Services Agreement • March 26th, 2008 • Lorillard, Inc. • Cigarettes • North Carolina
THIS ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENT, effective as of April 1, 2008, by and between R.J. Reynolds Tobacco Company, a North Carolina corporation (“RJRTC”), and R.J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), with a joinder by Lorillard Tobacco Company, a corporation organized under the laws of Delaware (“Lorillard”).
AMENDMENT TO SUPPLY AGREEMENT FOR RECONSTITUTED TOBACCOSupply Agreement for Reconstituted Tobacco • November 4th, 2008 • Lorillard, Inc. • Cigarettes
THIS AMENDMENT (the “Amendment”) is entered into this 30th day of October, 2008, by and between R.J. REYNOLDS TOBACCO COMPANY, a North Carolina corporation, with its principal office at 401 N. Main Street, Winston-Salem, North Carolina (hereinafter “RJRT”), and LORILLARD TOBACCO COMPANY, a Delaware corporation, with its principal office at 714 Green Valley Road, Greensboro, North Carolina 27408 (hereinafter “Lorillard”).
SUPPLY AGREEMENT FOR RECONSTITUTED TOBACCOAgreement • March 26th, 2008 • Lorillard, Inc. • Cigarettes • North Carolina
THIS AGREEMENT (the “Agreement”) is entered into this 2nd day of September, 2004, (the “Effective Date”), by and between R.J. REYNOLDS GLOBAL PRODUCTS, INC., a Delaware corporation, with its principal office at 401 N. Main Street, Winston-Salem, North Carolina (hereinafter “RJRGPI”), and LORILLARD TOBACCO COMPANY, a Delaware corporation, with its principal office at 714 Green Valley Road, Greensboro, North Carolina 27408 (hereinafter “Lorillard”).
August 12, 2010 Mr. Martin L. Orlowsky 714 Green Valley Road Greensboro, NC 27408 Dear Martin:Lorillard, Inc. • August 12th, 2010 • Cigarettes • North Carolina
We understand that your retirement from Lorillard, Inc. (the “Company”) will be effective December 31, 2010 upon the expiration of the Amended and Restated Employment Agreement, by and between you and the Company and dated as of December 19, 2008 (the “Employment Agreement”). This letter sets forth the terms and conditions under which you will cease serving as the Company’s President and Chief Executive Officer and will provide consulting services to the board of directors of the Company (the “Board”), in order that the Company may continue to benefit from your knowledge and extensive experience in the tobacco industry and in the management and leadership of the Company and its businesses, products and customers. For the avoidance of doubt, except for the change in your title described herein, your Employment Agreement, including the compensation and benefits thereunder, will continue in full force and effect through December 31, 2010.
Amendment to Severance AgreementAmendment to Severance Agreement • October 23rd, 2014 • Lorillard, Inc. • Cigarettes • North Carolina
This Amendment to Severance Agreement (this “Amendment”) is made and entered into effective as of October 23, 2014 (the “Effective Date”) by and between Lorillard, Inc., a Delaware corporation (the “Company”), and Murray S. Kessler (the “Executive”).
