THIRD SUPPLEMENTAL INDENTURE

EXHIBIT 4.3

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture, dated as of September 17, 2013 (this “Third Supplemental Indenture”), is entered into by and among (i) Xxxxxxxx American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation, X. X. Xxxxxxxx Tobacco Company, a North Carolina corporation, X. X. Xxxxxxxx Tobacco Co., a Delaware corporation, Xxxxxxxx Innovations Inc., a North Carolina corporation, Xxxxxxxx Finance Company, a Delaware corporation, Conwood Holdings, Inc., a Delaware corporation, American Snuff Company, LLC, a Delaware limited liability company, Rosswil LLC, a Delaware limited liability company, X.X. Xxxxxxxx Tobacco Holdings, Inc., a Delaware corporation, X. X. Xxxxxxxx Global Products, Inc., a Delaware corporation, and RAI Services Company, a North Carolina corporation, each as a Guarantor (collectively, the “Guarantors”); and (iii) The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of May 31, 2006, as supplemented by the First Supplemental Indenture dated as of September 30, 2006 thereto and a Second Supplemental Indenture dated as of February 6, 2009 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance thereunder from time to time of the Company’s debentures, notes or other evidence of indebtedness to be issued in one or more series (the “Securities”);

WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Guarantors and the Trustee may enter into a supplemental indenture for the purposes of, among other things, curing any ambiguity in the Indenture or making any provision which shall not adversely affect the interest of the Holders in any material respect, without the consent of any of the Holders;

WHEREAS, pursuant to Section 9.2 of the Indenture, the Company, the Guarantors and the Trustee may enter into a supplemental indenture for any purpose (provided the Holder of any Security affected consents); and

WHEREAS, the Company, the Guarantors and the Trustee desire to clarify the ability of Holders to consent to the amendment of any notice, waiting or other time period set forth in Article V of the Indenture and to amend the notices provision of the Indenture;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

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ARTICLE I

Definitions

SECTION 1.1 Defined Terms.    Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

ARTICLE II

Clarification of Ability to Amend Time Periods in Article V

SECTION 2.1 Amendment of Section 9.2.    The following sentence is hereby inserted at the end of the first paragraph of Section 9.2 of the Indenture:

“For the avoidance of doubt, and subject to the other provisions of this Section 9.2, the Company, the Guarantors and the Trustee may enter into a supplemental indenture amending any notice, waiting or other time period in Article V with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such supplemental indenture (voting as one class).”

SECTION 2.2 Applicability of Amendment.    The amendment set forth in Section 2.1 shall only apply to new series of Securities first issued on or after the date of this Third Supplemental Indenture.

ARTICLE III

Amendment to Notices Provision

SECTION 3.1 Change of Address.    The address of the Trustee set forth in Section 12.2 of the Indenture is hereby deleted and replaced with the following:

The Bank of New York Mellon Trust Company, N.A.

00000 Xxxxxxxxx Xxxxxxx X.

Xxxxxxxxxxxx, XX 00000

Attention: Corporate Trust Administration

SECTION 3.2 Electronic Communication.    The following paragraph is hereby inserted at the end of Section 12.2 of the Indenture:

“In addition, the Trustee shall have the right to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Company and the Guarantors shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Company and/or the Guarantors elect to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the Trustee’s reasonable and good faith understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly

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from the Trustee’s reasonable and good faith reliance upon and compliance with such instructions, notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company and the Guarantors agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions (provided, such instructions purport to originate from a person authorized by the incumbency certificate and the Trustee believes in good faith that the instructions are genuine), and the risk of interception and misuse by third parties.”

ARTICLE IV

Miscellaneous

SECTION 4.1 Notices.    All notices and other communications to the Company or a Guarantor shall be given as provided in the Indenture to the Company or a Guarantor, as the case may be, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

SECTION 4.2 Parties.    Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 4.3 Governing Law.    This Third Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

SECTION 4.4 Severability Clause.    In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 4.5 Ratification of Indenture; Third Supplemental Indenture Part of Indenture.    Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby; provided, however, that only holders of Securities hereafter authenticated and delivered shall be bound by Article II.

SECTION 4.6 Counterparts.    The parties hereto may sign one or more copies of this Third Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 4.7 Headings.    The headings of the Articles and the sections in this Third Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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SECTION 4.8 Trustee.    The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

Address:		XXXXXXXX AMERICAN INC.,
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Senior Vice President and Treasurer
Address: Xxx Xxxxx Xx Xxxxxx Xxxxx Xx, Xxx Xxxxxx 00000		SANTA FE NATURAL TOBACCO COMPANY, INC.,      as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		X. X. XXXXXXXX TOBACCO COMPANY,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		X. X. XXXXXXXX TOBACCO CO.,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE

Address: 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, XX 00000		XXXXXXXX FINANCE COMPANY       as Guarantor
		By:		/s/ Xxxxxxxx X. Xxxxx
				Name:		Xxxxxxxx X. Xxxxx
				Title:		President
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		XXXXXXXX INNOVATIONS, INC.       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		CONWOOD HOLDINGS, INC.,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000		AMERICAN SNUFF COMPANY, LLC,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		ROSSWIL LLC,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE

Address:		X.X. XXXXXXXX TOBACCO HOLDINGS, INC.,
000 Xxxxx Xxxx Xxxxxx		as Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Senior Vice President and Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		X. X. XXXXXXXX GLOBAL PRODUCTS, INC.,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address: 000 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, XX 00000		RAI SERVICES COMPANY,       as Guarantor
		By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Senior Vice President and Treasurer

SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:		/s/ Xxxxx X Xxxxx
		Name:  Xxxxx Xxxxxxx-Xxxxx
		Title:    Vice President

SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE