UNDERWRITING AGREEMENT $600,000,000 7.750% Notes due 2032 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and and and REYNOLDS AMERICAN INC. October 17, 2022Underwriting Agreement • October 19th, 2022 • British American Tobacco p.l.c. • Cigarettes • New York
The Notes will be issued pursuant to the indenture 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 authentication agent, transfer agent, registrar, calculation agent and initial paying agent. Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”; the Supplemental Indenture together with the Base Indenture, the “Indenture”) to the Base Indenture or an officer’s certificate.
ContractSupplemental Indenture • October 19th, 2022 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 15 (this “Supplemental Indenture”), dated as of October 19, 2022 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”).
