SIXTH SUPPLEMENTAL INDENTURE (BAT Guarantee)Sixth Supplemental Indenture • July 25th, 2017 • Reynolds American Inc • Cigarettes • New York
This Sixth Supplemental Indenture, dated as of July 25, 2017 (this “Sixth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Existing Guarantor”); (iii) British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, (“BAT”), as the New Guarantor; and (iv) The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee under the Indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • July 25th, 2017 • Reynolds American Inc • Cigarettes • New York
THIS NINTH SUPPLEMENTAL INDENTURE (the “Ninth Supplemental Indenture”) is made the 25th day of July, 2017, among R. J. REYNOLDS TOBACCO COMPANY, a North Carolina corporation (the “Issuer”), R.J. REYNOLDS TOBACCO HOLDINGS, INC., a Delaware corporation (“RJR”), REYNOLDS AMERICAN INC., a North Carolina corporation and the direct or indirect parent company of the Issuer and RJR (“RAI”, and together with RJR, the “Existing Guarantors”), BRITISH AMERICAN TOBACCO P.L.C., a public limited company incorporated under the laws of England and Wales and the indirect parent company of the Issuer and the Existing Guarantors (the “New Guarantor”, and together with the Existing Guarantors, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
GUARANTEE AGREEMENTGuarantee Agreement • July 25th, 2017 • Reynolds American Inc • Cigarettes • New York
This GUARANTEE, entered into July 25, 2017 (as amended from time to time, this “Guarantee”), made by British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Guarantor”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”) for the registered holders (the “Holders”) of the series of Notes set forth below (collectively, the “Debt Securities”) of R. J. Reynolds Tobacco Company, a North Carolina corporation (as successor to Lorillard Tobacco Company, LLC (f/k/a Lorillard Tobacco Company), a Delaware limited liability company) (the “Issuer”):
FIFTH SUPPLEMENTAL INDENTURE (RJR Guarantee)Fifth Supplemental Indenture • July 25th, 2017 • Reynolds American Inc • Cigarettes • New York
This Fifth Supplemental Indenture, dated as of July 25, 2017 (this “Fifth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”); and (iii) The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee under the Indenture referred to below (the “Trustee”).
July , 2017Personal and Confidential • July 25th, 2017 • Reynolds American Inc • Cigarettes
Reynolds American Inc. (“RAI”) is pleased to offer you this “Transition Letter” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c. (“BAT”), BATUS Holdings Inc., Flight Acquisition Corporation and RAI (the “Merger Agreement”). This Transition Letter will be binding immediately upon its execution, but, notwithstanding any provision of this Transition Letter to the contrary, this Transition Letter will not become effective or operative (and neither party will have any obligation hereunder) until the occurrence of the “Closing” (as defined in the Merger Agreement). Notwithstanding any provision in this Transition Letter to the contrary, if the Merger Agreement is terminated (with the effect that the Closing will not occur), this Transition Letter will immediately terminate and you will not be entitled to any payments or benefits hereunder. Words and phrases used in
