B.A.T. INTERNATIONAL FINANCE P.L.C. as the Company INDENTURE Dated as of September 25, 2020 BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee...Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
INDENTURE, dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales, as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, B.A.T Capital Corporation, a Delaware corporation, 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, and, until its guarantee is released in accordance with this Indenture (if ever), Reynolds American Inc., a North Carolina corporation, as guarantors, Citibank, N.A., as trustee, and Citibank, N.A., as authentication agent, transfer agent, registrar, calculation agent and initial paying agent, unless another paying agent is appointed hereunder prior to the time the Notes are first issued.
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (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 Capital Corporation, a corporation incorporated in the state of Delaware (“BATCAP”), 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 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”), dated as of September 25, 2020 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 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 9 (this “Supplemental Indenture”), dated as of September 25, 2020 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 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 11 (this “Supplemental Indenture”), dated as of September 25, 2020 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 B.A.T. INTERNATIONAL FINANCE P.L.C. $1,500,000,000 1.668% Notes due 2026 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS...Underwriting Agreement • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 10 (this “Supplemental Indenture”), dated as of September 25, 2020, 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 B.A.T CAPITAL CORPORATION $1,750,000,000 2.259% Notes due 2028 $1,250,000,000 2.726% Notes due 2031 $750,000,000 3.734% Notes due 2040 $1,000,000,000 3.984% Notes due 2050 Fully and Unconditionally Guaranteed on a Senior...Underwriting Agreement • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
