Exhibit 10.6
GUARANTEE
X.X. Xxxxxxxx Tobacco Company (hereinafter referred to as the
"Guarantor"), which term includes any successor or assign under the Indenture,
dated as of May 15, 1999, among RJR Nabisco, Inc., a Delaware corporation or any
assignee or successor thereto (the "Obligor" ), the Guarantor and The Bank of
New York, as trustee (the "Indenture"), hereby irrevocably and unconditionally
guarantees that: (i) the principal of, premium, if any, and interest, including
Additional Interest, on the Note upon which this Guarantee is endorsed will be
duly and punctually paid in full when due, whether at maturity, by acceleration,
by redemption, by repurchase or otherwise, and interest on overdue principal and
(to the extent permitted by law) interest on any interest on the Note upon which
this Guarantee is endorsed and all other monetary obligations of the Obligor to
the Holders or the Trustee hereunder or under the Note upon which this Guarantee
is endorsed (including fees and expenses) will be promptly paid in full, all in
accordance with the terms hereof, and (ii) in case of any extension of time of
payment or renewal of the Note upon which this Guarantee is endorsed or any of
such other ;monetary obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal.
The obligations of the Guarantor to the Holder and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
X of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.
No stockholder, officer, director or incorporator, as such, past,
present or future of the Guarantor shall have any liability under this Guarantee
by reason of his or its status as such stockholder, officer, director or
incorporator.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon the Guarantor and its successors and assigns
until full and final payment and performance of all of the Obligor's obligations
under the Notes and the Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders, and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers. This Guarantee shall be
governed by and construed in accordance with the laws of the State of New York.
THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED
HEREIN BY REFERENCE.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
Dated: May 18, 1999
X.X. XXXXXXXX TOBACCO COMPANY
By: /s/ X. Xxxxxxxx
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Name: X. Xxxxxxxx
Title: Chief Financial Officer
