British American Tobacco p.l.c. Sample Contracts
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • March 16th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of November 26, 2018, by and among (i) BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION $1,000,000,000 5.350% Notes due 2032 $1,000,000,000 5.625% Notes due 2035 $500,000,000 6.250% Notes due 2055 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO...Underwriting Agreement • March 13th, 2025 • British American Tobacco p.l.c. • Cigarettes • New York
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • November 21st, 2008 • British American Tobacco p.l.c. • New York
BRITISH AMERICAN TOBACCO P.L.C. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF DECEMBER 1, 2008 Amendment...Amendment No. 1 to Amended and Restated Deposit Agreement • May 12th, 2017 • British American Tobacco p.l.c. • Cigarettes • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 14, 2017 (the “Amendment”), by and among BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the Amended and Restated Deposit Agreement, dated as of December 1, 2008 among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”).
ContractSupplemental Indenture • March 13th, 2025 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 22 (this “Supplemental Indenture”), dated as of March 13, 2025 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”).
B.A.T. INTERNATIONAL FINANCE P.L.C. as the Company INDENTURE Dated as of September 25, 2020 BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee...Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
INDENTURE, dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales, as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, B.A.T Capital Corporation, a Delaware corporation, 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, and, until its guarantee is released in accordance with this Indenture (if ever), Reynolds American Inc., a North Carolina corporation, as guarantors, Citibank, N.A., as trustee, and Citibank, N.A., as authentication agent, transfer agent, registrar, calculation agent and initial paying agent, unless another paying agent is appointed hereunder prior to the time the Notes are first issued.
Dated as of 26 March 2008 BRITISH AMERICAN TOBACCO p.l.c. and JOHN BENEDICT STEVENS SERVICE CONTRACTService Contract • March 20th, 2017 • British American Tobacco p.l.c. • Cigarettes • England
Effective from 1 March 2019 BRITISH AMERICAN TOBACCO p.l.c. and TADEU MARROCO SERVICE CONTRACTService Contract • March 26th, 2020 • British American Tobacco p.l.c. • Cigarettes • England
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED, AS INDICATED BY “[***]”, BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.Settlement Agreement • February 8th, 2024 • British American Tobacco p.l.c. • Cigarettes • England and Wales
This Settlement Agreement (“Agreement”) by and between: (1) Philip Morris Products S.A., a corporation organised under the laws of Switzerland, with offices at Quai Jeanrenaud 3, 2000 Neuchâtel, Switzerland (“PMP”); and (2) Nicoventures Trading Limited, a company registered in England and Wales with registered office at Globe House, 1 Water Street, London, WC2R 3LA (“BAT”) is entered into as of the Effective Date.
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (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 Capital Corporation, a corporation incorporated in the state of Delaware (“BATCAP”), 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”).
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 16 (this “Supplemental Indenture”), dated as of August 2, 2023 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”).
AGREEMENT AND PLAN OF MERGER among BRITISH AMERICAN TOBACCO P.L.C., BATUS HOLDINGS INC., FLIGHT ACQUISITION CORPORATION and REYNOLDS AMERICAN INC. Dated as of January 16, 2017Merger Agreement • January 17th, 2017 • British American Tobacco p.l.c. • Cigarettes • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“BATUS” and, together with Parent, the “Parent Entities”), Flight Acquisition Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and Reynolds American Inc., a North Carolina corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 2015 • British American Tobacco p.l.c. • Cigarettes
This JOINT FILING AGREEMENT, dated as of June 19, 2015, is between Brown & Williamson Holdings, Inc., Louisville Securities Limited and British American Tobacco p.l.c. (together, the “Joint Filers”).
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”), dated as of September 25, 2020 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”).
UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION $750,000,000 4.625% Notes due 2033 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS...Underwriting Agreement • September 22nd, 2025 • British American Tobacco p.l.c. • Cigarettes • New York
ContractSupplemental Indenture • April 2nd, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of April 2, 2020, 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”).
DATED JANUARY 2017Term Loan Agreement • January 17th, 2017 • British American Tobacco p.l.c. • Cigarettes
ContractSupplemental Indenture • April 2nd, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 7 (this “Supplemental Indenture”), dated as of April 2, 2020, 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”).
ContractSupplemental Indenture • March 13th, 2025 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 23 (this “Supplemental Indenture”), dated as of March 13, 2025 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”).
UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION $750,000,000 5.300% Notes due 2033 $750,000,000 5.550% Notes due 2036 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE...Underwriting Agreement • August 5th, 2026 • British American Tobacco p.l.c. • Cigarettes • New York
Yields to Maturity: 5.341% for the 2033 Notes5.588% for the 2036 Notes Day Count Convention: 30/360 (or, in the case of an incomplete month, the number of days elapsed) Business Day Convention: Following, Unadjusted Prices to Public: 99.763% for the 2033 Notes99.712% for the 2036 Notes Net Proceeds to Issuer (before Expenses): $745,597,500 for the 2033 Notes$744,840,000 for the 2036 Notes Interest Payment Dates: Semi-annually in arrear on February 5 and August 5 of each year, commencing on February 5, 2027 Interest Payment Record Dates: The close of business on the fifteenth calendar day preceding each Interest Payment Date, whether or not such day is a Business Day Optional Redemption: The Issuer may redeem a series of Notes, in whole or in part, at its option, at any time and from time to time before the applicable “Par Call Date” (as set out in the table below) at a redemption price equal to the greater of (x) 100% of the principal amount of the series of Notes to be redeemed and (y
UNDERWRITING AGREEMENT $1,000,000,000 2.789% Notes due 2024 $1,000,000,000 3.215% Notes due 2026 $500,000,000 3.462% Notes due 2029 $1,000,000,000 4.758% Notes due 2049 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH...Underwriting Agreement • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
The Notes will be issued pursuant to an indenture to be 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 paying agent, transfer agent, registrar and calculation agent. Certain terms of the Notes will be established pursuant to supplemental indentures (the “Supplemental Indentures”; together with the Base Indenture, the “Indenture”) to the Base Indenture or an officer’s certificate.
ContractSupplemental Indenture • September 22nd, 2025 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 25 (this “Supplemental Indenture”), dated as of September 22, 2025 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”).
ContractSupplemental Indenture • February 20th, 2024 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 20 (this “Supplemental Indenture”), dated as of February 20, 2024 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”).
British American Tobacco p.l.c. (the “Company” or “BAT”)Share Buyback Agreement • May 1st, 2024 • British American Tobacco p.l.c. • Cigarettes
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 9 (this “Supplemental Indenture”), dated as of September 25, 2020 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”).
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 11 (this “Supplemental Indenture”), dated as of September 25, 2020 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”).
British American Tobacco p.l.c.Share Buyback Agreement • October 3rd, 2022 • British American Tobacco p.l.c. • Cigarettes
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 6, 2019, 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”).
AGREEMENT TO FURNISH DEBT INSTRUMENTSAgreement to Furnish Debt Instruments • March 20th, 2017 • British American Tobacco p.l.c. • Cigarettes
Pursuant to Item 601(b)(4)(iii) of Regulation S-K (the “Item”), British American Tobacco p.l.c. has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of British American Tobacco p.l.c and its subsidiaries on a consolidated basis. British American Tobacco p.l.c. agrees, pursuant to this Item, to furnish a copy of any such instrument to the U.S. Securities and Exchange Commission (the “Commission”) upon request of the Commission.
ContractSupplemental Indenture • August 5th, 2026 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 26 (this “Supplemental Indenture”), dated as of August 5, 2026 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”).
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of August 2, 2023 among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (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 Capital Corporation, a corporation incorporated in the state of Delaware (“BATCAP”), 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 19th, 2017 • British American Tobacco p.l.c. • Cigarettes • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among Louisville Securities Limited, a private limited company incorporated under the laws of England and Wales (“Louisville”), and BATUS Holdings Inc., a Delaware corporation (“BATUS”).
ContractService Agreement • February 14th, 2025 • British American Tobacco p.l.c. • Cigarettes • England
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • July 26th, 2016 • British American Tobacco p.l.c. • Cigarettes • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into on July 25, 2016, by REYNOLDS AMERICAN INC. (the “Company”), BROWN & WILLIAMSON HOLDINGS, INC. (“B&W”) and LOUISVILLE SECURITIES LIMITED, a U.K. corporation (“LSL”).
REGISTRATION RIGHTS AGREEMENT by and among each of the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. as...Registration Rights Agreement • March 15th, 2018 • British American Tobacco p.l.c. • Cigarettes • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2017, by and among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), British American Tobacco p.l.c., (the “Parent Guarantor”), B.A.T. International Finance p.l.c., Reynolds American Inc., B.A.T. Netherlands Finance B.V. and British American Tobacco Holdings (The Netherlands) B.V. (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”) named in Schedule 1 to the Purchase Agreement (as defined below) as purchasers of the Company’s 2.297% Notes due 2020, 2.764% Notes due 2022, 3.222% Notes due 2024, 3.557% Notes due 2027, 4.390% Notes due 2037, 4.540% Notes due 2047, Floating Rate