SEVENTH SUPPLEMENTAL INDENTURE

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

     This Seventh Supplemental Indenture, dated as of September 30, 2006 (this “Seventh Supplemental Indenture”), is entered into by and among (i) X.X. Xxxxxxxx Tobacco Holdings, Inc., a Delaware corporation (“RJR”), as Issuer; (ii) Xxxxxxxx American Inc., a North Carolina corporation (“RAI”), X. X. Xxxxxxxx Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), X. X. Xxxxxxxx Tobacco Co., a Delaware corporation (“RJR Tobacco”), RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), and X. X. Xxxxxxxx Global Products, Inc., a Delaware corporation (“GPI”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS, RAI, RJRT, RJRA, GMB, FHS, RJR Tobacco (collectively, the “Existing Guarantors”), RJR and the Trustee have heretofore executed and delivered an Indenture, dated as of May 15, 1999, as supplemented (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance thereunder of certain debt securities of RJR (the “Notes”);

     WHEREAS, Section 10.5 of the Indenture provides that RJR is required to cause each Subsidiary other than RJRT (whether previously existing or created or acquired by RJR) which becomes a Bank Credit Agreement Guarantor, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with each other Guarantor, the full and prompt payment of the principal of, premium, if any, and interest, on the Notes, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Holders under the Indenture, and become a party to the Indenture as a Guarantor for all purposes of the Indenture;

     WHEREAS, RJR Packaging and GPI have become Bank Credit Agreement Guarantors;

     WHEREAS, RJR Packaging and GPI have determined that it is desirable and would be a direct benefit to RJR Packaging and GPI, for each of these entities, along with RJR and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which RJR Packaging and GPI will each unconditionally guarantee, on a joint and several basis with the Existing Guarantors, the full and prompt payment when due of the principal of, premium, if any, and interest, on the Notes, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Holders under the Indenture, and become a party to the Indenture to the same extent as a Guarantor for all purposes of the Indenture; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, RJR, the Guarantors and the Trustee are authorized or permitted to execute and deliver this Seventh Supplemental Indenture to amend the Indenture, without the consent of any Holder.

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

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

Agreement to be Bound; Guarantee

     SECTION 2.1 Agreement to be Bound. Each of RJR Packaging and GPI hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of RJR Packaging and GPI agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

     SECTION 2.2 Guarantee. Each of RJR Packaging and GPI hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, of all of the Obligations of RJR to the Trustee and the Holders under the Indenture in accordance with Article 10 of the Indenture.

ARTICLE III

Miscellaneous

     SECTION 3.1 Notices. All notices and other communications to a Guarantor or RJR shall be given as provided in the Indenture to the Guarantor or RJR, as the case may be, at its address set forth below, with a copy to RJR as provided in the Indenture for notices to RJR.

     SECTION 3.2 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 Seventh Supplemental Indenture or the Indenture or any provision herein or therein contained.

     SECTION 3.3 Governing Law. This Seventh Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

     SECTION 3.4 Severability Clause. In any case any provision in this Seventh 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.

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     SECTION 3.5 Ratification of Indenture; Seventh 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 Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Seventh Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

     SECTION 3.7 Headings. The headings of the Articles and the sections in this Seventh 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.

     SECTION 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture. The recitals and statements herein are deemed to be those of RJR, the Existing Guarantors, RJR Packaging and GPI and not of the Trustee.

[Remainder of this page intentionally left blank.]

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

Address:		X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address:		XXXXXXXX AMERICAN INC.,
000 Xxxxx Xxxx Xxxxxx				as a Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Senior Vice President and Treasurer
Address:		RJR ACQUISITION CORP.,
0000 X. Xxxxxx Xxxxxx				as a Guarantor
Xxxxx 0000
Xxxxxxxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Assistant Treasurer
Address:		X. X. XXXXXXXX TOBACCO COMPANY,
000 Xxxxx Xxxx Xxxxxx				as a Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Senior Vice President and Treasurer
Address:		GMB, INC.,
Xxxxxxxxx Xxxxxx, Xxxxx 00				as a Guarantor
000 Xxxxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Treasurer

SIGNATURE PAGE TO SEVENTH SUPPLEMENTAL INDENTURE

Address:		FHS, INC.,
0000 X. Xxxxxx Xxxxxx				as a Guarantor
Xxxxx 0000
Xxxxxxxxxx, XX 00000
		By:				/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:		Treasurer
Address:		X. X. XXXXXXXX TOBACCO CO.,
000 Xxxxx Xxxx Xxxxxx				as a Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address:		RJR PACKAGING, LLC,
000 Xxxxx Xxxx Xxxxxx				as a Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
Address:		X. X. XXXXXXXX GLOBAL PRODUCTS, INC.,
000 Xxxxx Xxxx Xxxxxx				as a Guarantor
Xxxxxxx-Xxxxx, XX 00000
		By:				/s/ Xxxxxx X. Xxxxxx
				Name:		Xxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer

THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:				/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Assistant Treasurer

SIGNATURE PAGE TO SEVENTH SUPPLEMENTAL INDENTURE