UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2015
REYNOLDS AMERICAN INC.
(Exact Name of Registrant as Specified in Charter)
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North Carolina |
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1-32258 |
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20-0546644 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
401 North Main Street
Winston-Salem, North Carolina 27101
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code 336-741-2000
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
Addition of Lorillard Licensing Company LLC as
Guarantor to Reynolds American Inc. Credit Agreement and Indenture
As previously reported, on December 18, 2014, Reynolds
American Inc. (RAI) entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent (Administrative Agent), and various other institutions party thereto as agents, bookrunners, arrangers
and/or lenders thereunder (the Credit Agreement). The Credit Agreement provides for a five-year, $2.00 billion senior unsecured revolving credit facility. Certain of RAIs subsidiaries guarantee RAIs obligations under
the Credit Agreement pursuant to a Subsidiary Guarantee Agreement dated as of December 18, 2014 (the Subsidiary Guaranty).
On August 31, 2015, Lorillard Licensing Company LLC (Lorillard Licensing) and the Administrative Agent entered into a
Joinder Agreement to the Subsidiary Guarantee (the Joinder Agreement) for the purpose of adding Lorillard Licensing as a guarantor under the Credit Agreement. Lorillard Licensing became an indirect wholly owned subsidiary of RAI
as a result of the previously reported completion of RAIs acquisition of Lorillard, Inc. and its subsidiaries.
In addition, on
September 2, 2015, RAI, certain of RAIs subsidiaries (constituting the same subsidiaries that guarantee the Credit Agreement), including Lorillard Licensing, and The Bank of New York Mellon Trust Company, N.A., as trustee
(Trustee), entered into a supplemental indenture (the Fourth Supplemental Indenture) to that certain Indenture dated May 31, 2006 (the 2006 Indenture), among RAI, as issuer, certain RAI
subsidiaries thereto, as guarantors, and the Trustee, for the purpose of adding Lorillard Licensing as a guarantor under the 2006 Indenture and the debt securities issued pursuant thereto. The 2006 Indenture provides for the issuance by RAI from
time to time of an unlimited amount of debt securities. There is currently approximately $17.2 billion in aggregate principal amount of debt securities outstanding under the 2006 Indenture.
Under the terms of the Credit Agreement, a new Material Subsidiary of RAI (as such term is defined in the Credit Agreement) must be added as a
guarantor of the Credit Agreement, and the 2006 Indenture requires that a new guarantor of the Credit Agreement be added as a guarantor of the 2006 Indenture and the debt securities issued thereunder.
The Administrative Agent and the Trustee, or their respective affiliates, have engaged in, and may in the future engage in, commercial or
investment banking, corporate trust or other commercial dealings in the ordinary course of business with RAI or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The foregoing summaries of the Joinder Agreement and the Fourth Supplemental Indenture are qualified in their entirety by reference to the
full text of the Joinder Agreement and Fourth Supplemental Indenture attached hereto as Exhibits 10.1 and 4.1, respectively.
Item 9.01. |
Financial Statements and Exhibits. |
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Number |
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Exhibit |
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4.1 |
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Fourth Supplemental Indenture dated September 2, 2015, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Mellon Trust Company,
N.A. |
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10.1 |
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Joinder Agreement dated August 31, 2015 by and between Lorillard Licensing Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Subsidiary Guarantee dated December 18, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: September 2, 2015
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REYNOLDS AMERICAN INC. |
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By: |
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/s/ McDara P. Folan, III |
Name: |
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McDara P. Folan, III |
Title: |
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Senior Vice President, Deputy General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Fourth Supplemental Indenture dated September 2, 2015, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Mellon Trust Company, N.A. |
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10.1 |
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Joinder Agreement dated August 31, 2015 by and between Lorillard Licensing Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Subsidiary Guarantee dated December 18, 2014. |
EXHIBIT 4.1
FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture, dated as of September 2, 2015 (this Fourth Supplemental Indenture), is entered
into by and among (i) Reynolds American Inc., a North Carolina corporation (the Company), as Issuer; (ii) Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation (Santa Fe), R. J.
Reynolds Tobacco Company, a North Carolina corporation (RJRT), R. J. Reynolds Tobacco Co., a Delaware corporation (RJR Tobacco), Reynolds Innovations Inc. (f/k/a GMB, Inc.), a North Carolina corporation
(Innovations), Reynolds Finance Company (f/k/a FHS, Inc.), a Delaware corporation (RFC), Conwood Holdings, Inc., a Delaware corporation (Conwood), American Snuff Company, LLC, a Delaware
limited liability company (Snuff Company), Rosswil LLC, a Delaware limited liability company (Rosswil), R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (RJR), R. J. Reynolds
Global Products, Inc., a Delaware corporation (GPI), RAI Services Company, a North Carolina corporation (Services) and Lorillard Licensing Company LLC, a North Carolina limited liability company
(Licensing Company), each as a Guarantor; 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).
WITNESSETH:
WHEREAS, Santa Fe, RJRT, RJR Tobacco, Innovations, RFC, Conwood, Snuff Company, Rosswil, RJR, GPI, Services (collectively, the
Existing Guarantors), the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of May 31, 2006, as supplemented by each of (i) the First Supplemental Indenture, dated as of
September 30, 2006, (ii) the Second Supplemental Indenture, dated as of February 6, 2009 and (iii) the Third Supplemental Indenture, dated as of September 17, 2013 (as amended, supplemented, waived or otherwise modified, the
Indenture), which such Indenture provides for the issuance of the Companys debentures, notes or other evidence of indebtedness to be issued in one or more series from time to time (the Securities);
WHEREAS, Section 10.5 of the Indenture provides that the Company is required to execute and deliver, and to cause each Subsidiary
other than RJR (whether previously existing or created or acquired by the Company) which becomes a Bank Credit Agreement Guarantor to execute and deliver, to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally
guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on an unsecured and unsubordinated basis and become a party to the Indenture as a
Guarantor for all purposes of the Indenture;
WHEREAS, Licensing Company has become a Bank Credit Agreement Guarantor;
WHEREAS, Licensing Company, a subsidiary of the Company, has determined that it is desirable and would be a direct benefit to Licensing
Company for it, along with the Company and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which Licensing Company will unconditionally guarantee, on a joint and several basis with the Existing
Guarantors, the full and prompt payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest, on the Securities and all other Obligations of the Company to the
Trustee and to the Securityholders under the Indenture, and become a party to the Indenture as a Guarantor;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Existing
Guarantors, Licensing Company and the Trustee are authorized or permitted to execute and deliver this Fourth Supplemental Indenture to amend the Indenture, without the consent of any of the Securityholders; and
WHEREAS, the Company, the Existing Guarantors and Licensing Company have duly authorized the execution and delivery of this Fourth
Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall
have the respective meanings set forth in the Indenture.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound. Licensing Company hereby becomes a party to the Indenture as a Guarantor, and will have all of the
rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Licensing Company agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture.
SECTION 2.2 Guarantee. Licensing Company hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by
redemption, by repurchase or otherwise, of all of the Obligations of the Company to the Trustee and to the Securityholders under the Indenture in accordance with Article X of the Indenture.
ARTICLE III
Miscellaneous
SECTION 3.1 Notices. All notices and other communications to a Guarantor or the Company shall be given as provided in the
Indenture to the Guarantor or the Company, as the case may be, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.
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SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Fourth Supplemental Indenture or the Indenture or any provision herein or therein
contained.
SECTION 3.3 Governing Law. This Fourth Supplemental Indenture shall be governed by the laws of the State of New York,
without regard to conflicts of law principles.
SECTION 3.4 Severability Clause. In case any provision in this Fourth Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability.
SECTION 3.5 Ratification of Indenture; Fourth Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Fourth Supplemental Indenture in counterparts, all of
which together shall constitute one and the same agreement.
SECTION 3.7 Headings. The headings of the Articles and the sections in
this Fourth Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. The
recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee.
[Remainder of this page
intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly
executed as of the date first above written.
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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REYNOLDS AMERICAN INC., |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Senior Vice President and Treasurer |
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Address: One Plaza La Prensa
Santa Fe, New Mexico 87507 |
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SANTA FE NATURAL TOBACCO COMPANY, INC., |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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R. J. REYNOLDS TOBACCO COMPANY, |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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R.J. REYNOLDS TOBACCO CO., |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE
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Address: Farmers Bank Building
Suite 1402 301 North Market Street
Wilmington, DE 19801 |
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REYNOLDS FINANCE COMPANY |
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as Guarantor |
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By: |
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/s/ Caroline M. Price |
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Name: |
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Caroline M. Price |
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Title: |
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President |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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REYNOLDS INNOVATIONS INC. |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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CONWOOD HOLDINGS, INC., |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
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Address: 5106 Tradeport Drive
Memphis, TN 38141 |
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AMERICAN SNUFF COMPANY, LLC, |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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ROSSWIL LLC, |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE
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Address:
401 North Main Street Winston-Salem, NC 27101 |
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R.J. REYNOLDS TOBACCO HOLDINGS, INC., |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Senior Vice President and Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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R. J. REYNOLDS GLOBAL PRODUCTS, INC., |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Vice President and Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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RAI SERVICES COMPANY, |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Senior Vice President and Treasurer |
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Address: 401 North Main Street
Winston-Salem, NC 27101 |
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LORILLARD LICENSING COMPANY LLC, |
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as Guarantor |
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By: |
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/s/ Daniel A. Fawley |
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Name: |
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Daniel A. Fawley |
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Title: |
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Treasurer |
SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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By: |
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/s/ R. Tarnas |
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Name: |
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R. Tarnas |
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Title: |
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Vice President |
SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE
EXHIBIT 10.1
JOINDER AGREEMENT TO
SUBSIDIARY GUARANTEE
Joinder Agreement, dated as of August 31, 2015 (the Joinder), to the Subsidiary Guarantee, dated as of
December 18, 2014 among the subsidiaries of REYNOLDS AMERICAN INC. (the Borrower) identified therein as Guarantors and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as so amended and restated and as the same may be
further amended, restated, modified and/or supplemented from time to time, the Subsidiary Guarantee).
A. Reference is
made to the Credit Agreement, dated as of December 18, 2014 (as the same may be amended, restated, modified and/or supplemented from time to time, the Credit Agreement), among the Borrower, each Lender from time to time party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee.
C. The Guarantors have entered into the
Subsidiary Guarantee in order to induce (x) the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower and (y) the Designated Swap Banks to enter into the Designated Swap
Agreements.
D. Section 5.09(a) of the Credit Agreement provides that an additional Material Subsidiary of the Borrower may become a
Subsidiary under the Subsidiary Guarantee by execution and delivery of a Subsidiary Guarantee. The undersigned Subsidiary (the New Subsidiary) is executing this Joinder in accordance with the requirements of the Credit Agreement
to become a Subsidiary under the Subsidiary Guarantee in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously
issued.
Accordingly, the Administrative Agent and the New Subsidiary agree as follows:
Section 1. The New Subsidiary by its signature below becomes a Subsidiary and Guarantor under the Subsidiary Guarantee with the
same force and effect as if originally named therein as a Subsidiary and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Subsidiary Guarantee applicable to it as a Subsidiary and Guarantor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the Subsidiary Guarantee shall be deemed to
include the New Subsidiary. The Subsidiary Guarantee is hereby incorporated herein by reference.
Section 2. The New
Subsidiary represents and warrants to the Administrative Agent and the other Guaranteed Creditors that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.
Section 3. This Joinder may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which
Page 2
when taken together shall constitute a single contract. This Joinder shall become effective when the
Administrative Agent shall have received a counterpart of this Joinder that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Joinder by facsimile
or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Joinder.
Section 4. Except as expressly supplemented hereby, the Subsidiary Guarantee shall remain in full force and effect.
Section 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Subsidiary Guarantee shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 15 of the Subsidiary
Guarantee.
Section 8. The New Subsidiary, jointly and severally with the other Guarantors, agrees to reimburse the
Administrative Agent for its reasonable and actual out-of-pocket expenses in connection with this Joinder, including the reasonable and actual fees and disbursements of counsel for the Administrative Agent.
* * *
IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Joinder to the Subsidiary Guarantee as of the day and year first above written.
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LORILLARD LICENSING CO. LLC |
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By: |
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/s/ Daniel A. Fawley |
Name: Daniel A. Fawley Title:
Treasurer |
Accepted and Agreed to:
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JPMORGAN CHASE BANK, N.A. as
Administrative Agent for the Lenders |
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By |
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/s/ Barry Bergman |
Name: Barry Bergman Title: Managing
Director |
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