FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • October 2nd, 2006 • Reynolds American Inc • Cigarettes • New York
This Fifth Supplemental Indenture, dated as of September 30, 2006 (this “Fifth Supplemental Indenture”), is entered into by and among (i) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), as Issuer; (ii) Reynolds American Inc., a North Carolina corporation (“RAI”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), and R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 2nd, 2006 • Reynolds American Inc • Cigarettes • New York
This First Supplemental Indenture, dated as of September 30, 2006 (this “First 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”), Lane Limited, a New York corporation (“Lane”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), Conwood Holdings, Inc., a Delaware corporation (“Conwood”), Conwood Company, LLC, a Delaware limited liability company (“Conwood Company”), Conwood Sales Co., LLC, a Delaware limited liability company (“Conwood Sales”), Rosswil LLC, a Delaware limited liability company (“Rosswil”), R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), RJR Packag
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • October 2nd, 2006 • Reynolds American Inc • Cigarettes • New York
This Seventh Supplemental Indenture, dated as of September 30, 2006 (this “Seventh Supplemental Indenture”), is entered into by and among (i) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), as Issuer; (ii) Reynolds American Inc., a North Carolina corporation (“RAI”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), and R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).
SUBSIDIARY ASSUMPTION AND JOINDER AGREEMENTSubsidiary Assumption and Joinder Agreement • October 2nd, 2006 • Reynolds American Inc • Cigarettes
THIS SUBSIDIARY ASSUMPTION AND JOINDER IN SUBSIDIARY GUARANTY, SECURITY AGREEMENT and PLEDGE AGREEMENT (this “Joinder”) is executed as of September 30, 2006 by RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), and Scott Tobacco LLC, a Delaware limited liability company (“Scott”) (RJR Packaging, GPI and Scott each a “Joining Party” and collectively, the “Joining Parties”), and delivered to JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and as Collateral Agent, for the benefit of the Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
