REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PROGRAM PERFORMANCE SHARE AGREEMENT DATE OF GRANT: May 7, 2015Performance Share Agreement • August 6th, 2015 • Reynolds American Inc • Cigarettes • North Carolina
RECIPROCAL manufacturing agreementConfidential Treatment • August 6th, 2015 • Reynolds American Inc • Cigarettes • Delaware
This RECIPROCAL MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of June 12, 2015 (the “Effective Date”), by and between R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), and ITG Brands, LLC, a Texas limited liability company formerly known as Lignum-2, L.L.C. (“Imperial”). RJRT and Imperial are sometimes referred to in this Agreement collectively as the “Parties” and each, individually, as a “Party”; depending on the capacity in which a Party is acting under this Agreement, it may also be referred to as a Manufacturer or a Customer, as the context requires. Initially capitalized terms used throughout this Agreement have the meanings given to them in ARTICLE 1 below.
GUARANTEE AGREEMENTGuarantee Agreement • August 6th, 2015 • Reynolds American Inc • Cigarettes • New York
GUARANTEE, entered into August 6, 2015 and effective as of June 30, 2015 (as amended from time to time, this “Guarantee”), made by Reynolds American Inc., a North Carolina corporation (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”):
ContractIndenture • August 6th, 2015 • Reynolds American Inc • Cigarettes • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (the “Eighth Supplemental Indenture”) is made the 6th day of August, 2015, among R. J. REYNOLDS TOBACCO COMPANY, a North Carolina corporation (the “Issuer”), R.J. REYNOLDS TOBACCO HOLDINGS, INC., a Delaware corporation (the “Existing Guarantor”), Reynolds American Inc., a North Carolina corporation and the direct or indirect parent company of the Issuer and the Existing Guarantor (the “New Guarantor”, and together with the Existing Guarantor, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
