Lorillard Tobacco Company Guaranteed by Lorillard, Inc. Underwriting AgreementUnderwriting Agreement • June 23rd, 2009 • Lorillard, Inc. • Cigarettes • New York
Lorillard Tobacco Company, a Delaware corporation (the “Company”), proposes to issue and sell $750,000,000 aggregate principal amount of its 8.125% Senior Notes due 2019 (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 to be dated June 23, 2009, as supplemented by the First Supplemental Indenture to be dated June 23, 2009 (together, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Company’s obligation under the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantee”) by its parent company, Lorillard, I
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”).
