REYNOLDS AMERICAN INC. as Issuer, the Guarantors listed on Schedule 1 hereto, and CITIGROUP GLOBAL MARKETS INC. as Dealer Managers July 15, 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
This Registration Rights Agreement dated July 15, 2015 (this “Agreement”) is entered into by and among REYNOLDS AMERICAN INC., a North Carolina corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES LLC, as dealer managers (the “Dealer Managers”) pursuant to the Dealer Managers Agreement (as defined below). The Company, the Initial Guarantors and the Dealer Managers are parties to the Dealer Managers Agreement dated June 11, 2015 (the “Dealer Managers Agreement”), related to, among other things, the Company’s offers to exchange (the “Initial Exchange Offers”) the (1) 3.500% Senior Notes due August 4, 2016, (2) 2.300% Senior Notes due August 21, 2017, (3) 8.125% Senior Notes due June 23, 2019, (4) 6.875% Senior Notes due May 1, 2020, (5) 3.750% Senior Notes due May 20, 2023, (6) 8.125% Senior Notes due May 1, 2040 and (7) 7.000% Senior Notes due August 4, 2041 (collectively, the “LT
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...Security Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
Regulation S under the Securities Act. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...Security Agreement • July 15th, 2015 • Reynolds American Inc • Cigarettes • New York
Regulation S under the Securities Act. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.
