ContractSecurity Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS SECURITY OF REYNOLDS AMERICAN INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR OTHER LAWS.
This Deed of Trust was prepared by, This document is intended and when recorded should be returned to: to be recorded in [Davie/Forsyth/Stokes] County, NORTH CAROLINADeed of Trust • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS FIRST AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND FIXTURE FILING, dated as of July 9, 2003, as amended as of July 30, 2004, and as amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise modified from time to time, this “Deed of Trust”) made by R. J. Reynolds Tobacco Company, a North Carolina Corporation (and formerly a New Jersey corporation) (the “Trustor”), having an address at 401 North Main Street, Winston-Salem, North Carolina 27102 as the Trustor, to The Fidelity Company, a North Carolina corporation (“Trustee”), having an address at One West Fourth Street, Winston-Salem, North Carolina 27101, for the benefit of JPMorgan Chase Bank, N.A. (together with any successor beneficiary, the “Beneficiary”), having an address at 270 Park Avenue, New York, NY 10017, as Administrative Agent and Collateral Agent, as the
REYNOLDS AMERICAN INC. Issuer, SANTA FE NATURAL TOBACCO COMPANY, INC., LANE LIMITED, RJR ACQUISITION CORP., FHS, INC., GMB, INC., CONWOOD HOLDINGS, INC., CONWOOD COMPANY, L.P., CONWOOD SALES CO., L.P., and ROSSWIL LLC, as Guarantors, and THE BANK OF...Indenture • June 6th, 2006 • Reynolds American Inc • Cigarettes • Florida
INDENTURE dated as of May 31, 2006 among REYNOLDS AMERICAN INC., a North Carolina corporation (the "Company”), and SANTA FE NATURAL TOBACCO COMPANY, INC., a New Mexico corporation (“Santa Fe”), LANE LIMITED, a New York corporation (“Lane”), R. J. REYNOLDS TOBACCO COMPANY, a North Carolina corporation (“RJRT”), RJR ACQUISITION CORP., a Delaware Corporation, R.J. REYNOLDS TOBACCO CO., a Delaware corporation, FHS, INC., a Delaware corporation, GMB, INC., a North Carolina corporation, CONWOOD HOLDINGS, INC., a Delaware corporation (“Conwood”), CONWOOD COMPANY L.P., a Delaware limited partnership, CONWOOD SALES CO. L.P., a Delaware limited partnership, and ROSSWIL LLC, a Delaware limited liability company, as Guarantors (as defined herein) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (the “Trustee”) as Trustee.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG REYNOLDS AMERICAN INC., JPMORGAN CHASE BANK, N.A. as ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. and CITICORP USA, INC., as SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION and MIZUHO...Credit Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 31, 2006, among REYNOLDS AMERICAN INC., a North Carolina corporation (the “Borrower”), and the lending institutions listed from time to time on Annex I hereto (each, a “Lender” and, collectively, the “Lenders”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
FIFTH AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
GUARANTY, dated as of May 18, 1999, as amended and restated as of November 17, 2000, as further amended and restated as of May 10, 2002, as further amended and restated as of January 17, 2003, as further amended and restated as of July 30, 2004 and as further amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, this “Guaranty”), made by the undersigned (together with any other entity which becomes a party hereto pursuant to Section 24, each, a “Guarantor” and, collectively, the “Guarantors”). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
Dated as of May 31, 2006 REYNOLDS AMERICAN INC. as Issuer, the Guarantors listed on Schedule 1 hereto, and LEHMAN BROTHERS INC., and CITIGROUP GLOBAL MARKETS INC. on behalf of themselves and the Initial Purchasers listed on Schedule 2 hereto...Registration Rights Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
This Registration Rights Agreement dated May 31, 2006 (the “Agreement”) is entered into by and among REYNOLDS AMERICAN INC., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., and the several purchasers named in Schedule 2 hereto (the “Initial Purchasers”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
This Third Supplemental Indenture, dated as of May 31, 2006 (this “Third Supplemental Indenture”), among R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Company”) and Reynolds American Inc., a North Carolina corporation, R. J. Reynolds Tobacco Company, a North Carolina corporation, RJR Acquisition Corp., a Delaware corporation, GMB, Inc., a North Carolina corporation, FHS, Inc., a Delaware corporation, and R. J. Reynolds Tobacco Co., a Delaware corporation, (collectively, the “Guarantors”), and The Bank of New York Trust Company, N.A., as Trustee under the Indenture referred to below.
This Deed to Secure Debt was prepared by, This document is intended and when recorded should be returned to: to be recorded in Bibb County, GEORGIADeed to Secure Debt • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS FIRST AMENDED AND RESTATED DEED TO SECURE DEBT, SECURITY AGREEMENT AND, ASSIGNMENT OF LEASES, RENTS AND PROFITS, dated as of July 30, 2004, and as amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise modified from time to time, this “Deed To Secure Debt”) made by R. J. Reynolds Tobacco Company, a North Carolina Corporation (and formerly a New Jersey corporation) (the “Grantor”), having an address at 401 North Main Street, Winston-Salem, North Carolina 27102 as the Grantor, JPMorgan Chase Bank, N.A. (together with any successor grantee, the “Grantee”), having an address at 270 Park Avenue, New York, NY 10017, as Administrative Agent and Collateral Agent, for the benefit of the Secured Creditors (as defined below).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
This Fifth Supplemental Indenture, dated as of May 31, 2006 (this “Fifth Supplemental Indenture”), among R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Company”) and Reynolds American Inc., a North Carolina corporation, R. J. Reynolds Tobacco Company, a North Carolina corporation, RJR Acquisition Corp., a Delaware corporation, GMB, Inc., a North Carolina corporation, FHS, Inc., a Delaware corporation, and R. J. Reynolds Tobacco Co., a Delaware corporation, (collectively, the “Guarantors”), and The Bank of New York Trust Company, N.A., as Trustee under the Indenture referred to below.
SECOND AMENDED AND RESTATED SECURITY AGREEMENT among REYNOLDS AMERICAN INC., R.J. REYNOLDS TOBACCO HOLDINGS, INC., VARIOUS SUBSIDIARIES OF REYNOLDS AMERICAN INC. and JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of May 31, 2006Security Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
SECURITY AGREEMENT, dated as of July 15, 2003, as amended and restated as of July 30, 2004, and as further amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among each of the undersigned (together with any other entity that becomes a party hereto pursuant to Section 10.12 hereof, each, an “Assignor” and, collectively, the “Assignors”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Creditors (as defined below). Capitalized terms used herein shall have the meaning specified in Article IX herein or, if not defined therein, as specified in the Credit Agreement referred to below.
AMENDMENT NO. 1 TO PURCHASE AGREEMENT BY AND AMONG KARL J. BREYER, MARSHALL E. EISENBERG AND THOMAS J. PRITZKER NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEES, GP INVESTOR, L.L.C., REYNOLDS AMERICAN INC. AND CONWOOD HOLDINGS, INC. (f/k/a PINCH ACQUISITION...Purchase Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • Delaware
This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”), dated as of May 31, 2006, is made by and among (i) Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees (the “Trust Sellers”) of those certain separate and distinct trusts listed on Schedule 1 (the “Trusts”), (ii) GP Investor, L.L.C., a Delaware limited liability company (the “LLC Seller” and, together with the Trust Sellers, “Sellers”), (iii) solely for the purposes of Sections 7.1, 7.2, and 7.9 of the Purchase Agreement (as defined below), Reynolds American Inc., a North Carolina corporation (“Parent”), and (iv) Conwood Holdings, Inc. (f/k/a Pinch Acquisition Corporation), a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”).
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
PLEDGE AGREEMENT, dated as of July 15, 2003, as amended and restated as of July 30, 2004, and as further amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), made by each of the undersigned in its capacity as a pledgor (together with any other entity that becomes a party hereto pursuant to Section 23 hereof, each, a “Pledgor” and, collectively, the “Pledgors”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (including any successor collateral agent, the “Pledgee”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement referred to below shall be used herein as therein defined.
This Mortgage was prepared by, This document is intended and when recorded should be returned to: to be recorded in Cherokee County, South CarolinaMortgage • June 6th, 2006 • Reynolds American Inc • Cigarettes • New York
THIS FIRST AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND FIXTURE FILING dated as July 30, 2004, and amended and restated as of May 31, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented and/or otherwise modified from time to time, this “Mortgage”) made by R. J. Reynolds Tobacco Company, a North Carolina Corporation (the “Mortgagor”), having an address at 401 North Main Street, Winston-Salem, North Carolina 27102, as the Mortgagor to JPMorgan Chase Bank, N.A. (together with any successor Mortgagee, the “Mortgagee”), having an address at 270 Park Avenue, New York, NY 10017, as Administrative Agent and Collateral Agent for the benefit of the Secured Creditors (as defined below).
