B.A.T CAPITAL CORPORATION as the Company INDENTURE Dated as of September 6, 2019 BRITISH AMERICAN TOBACCO P.L.C. B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee...Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of September 6, 2019, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
UNDERWRITING AGREEMENT $1,000,000,000 2.789% Notes due 2024 $1,000,000,000 3.215% Notes due 2026 $500,000,000 3.462% Notes due 2029 $1,000,000,000 4.758% Notes due 2049 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH...Underwriting Agreement • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
The Notes will be issued pursuant to an indenture to be dated as of September 6, 2019 (the “Base Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee (the “Trustee”), and Citibank, N.A., as paying agent, transfer agent, registrar and calculation agent. Certain terms of the Notes will be established pursuant to supplemental indentures (the “Supplemental Indentures”; together with the Base Indenture, the “Indenture”) to the Base Indenture or an officer’s certificate.
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 6, 2019, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of September 6, 2019 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of September 6, 2019, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
