as ADMINISTRATIVE AGENT,
and
CITICORP USA, INC.,
as SYNDICATION AGENTS,
and
MIZUHO CORPORATE BANK, LTD.,
as DOCUMENTATION AGENTS,
J.P. MORGAN SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and
GENERAL ELECTRIC CAPITAL CORPORATION,
as JOINT LEAD ARRANGERS
J.P. MORGAN SECURITIES INC.
and
CITIGROUP GLOBAL MARKETS INC.,
as JOINT BOOKRUNNERS
SECTION 1. Amount and Terms of Credit | 1 | |||
1.01 Commitments | 1 | |||
1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings | 3 | |||
1.03 Notice of Borrowing of Committed Loans | 3 | |||
1.04 Disbursement of Funds | 4 | |||
1.05 Notes; Register | 5 | |||
1.06 Conversions | 7 | |||
1.07 Pro Rata Borrowings | 7 | |||
1.08 Interest | 7 | |||
1.09 Interest Periods | 8 | |||
1.10 Increased Costs, Illegality, etc | 9 | |||
1.11 Compensation | 11 | |||
1.12 Change of Lending Office | 11 | |||
1.13 [RESERVED] | 11 | |||
1.14 Replacement of Lenders | 11 | |||
1.15 Notice of Certain Costs | 12 | |||
1.16 Incremental RL Commitments | 12 | |||
SECTION 2. Letters of Credit | 14 | |||
2.01 Letters of Credit | 14 | |||
2.02 Letter of Credit Requests | 15 | |||
2.03 Letter of Credit Participations | 15 | |||
2.04 Agreement to Repay Letter of Credit Drawings | 17 | |||
2.05 Increased Costs | 18 | |||
2.06 Indemnification; Nature of Letter of Credit Issuers’ Duties | 18 | |||
SECTION 3. Fees; Commitments | 20 | |||
3.01 Fees | 20 | |||
3.02 Voluntary Reduction of Commitments | 21 | |||
3.03 Termination of Commitments | 21 | |||
SECTION 4. Payments | 21 | |||
4.01 Voluntary Prepayments | 21 | |||
4.02 Mandatory Prepayments | 22 | |||
4.03 Method and Place of Payment | 25 | |||
4.04 Net Payments | 26 | |||
SECTION 5. Conditions Precedent | 28 | |||
5.01 Conditions Precedent to the Fourth Restatement Effective Date | 28 | |||
5.02 Conditions Precedent to All Credit Events | 34 |
(i)
SECTION 6. Representations, Warranties and Agreements | 34 | |||
6.01 Status | 35 | |||
6.02 Power and Authority | 35 | |||
6.03 No Violation | 35 | |||
6.04 Litigation | 35 | |||
6.05 Use of Proceeds; Margin Regulations | 36 | |||
6.06 Governmental Approvals | 36 | |||
6.07 Investment Company Act | 36 | |||
6.08 True and Complete Disclosure | 37 | |||
6.09 Financial Condition; Financial Statements; Solvency | 37 | |||
6.10 Tax Returns and Payments | 38 | |||
6.11 Compliance with ERISA | 38 | |||
6.12 Subsidiaries | 38 | |||
6.13 Patents, etc. | 39 | |||
6.14 Pollution and Other Regulations | 39 | |||
6.15 Properties | 39 | |||
SECTION 7. Affirmative Covenants | 39 | |||
7.01 Information Covenants | 39 | |||
7.02 Books, Records and Inspections | 41 | |||
7.03 Insurance | 41 | |||
7.04 Payment of Taxes | 41 | |||
7.05 Consolidated Corporate Franchises | 42 | |||
7.06 Compliance with Statutes, etc. | 42 | |||
7.07 ERISA | 42 | |||
7.08 Good Repair | 43 | |||
7.09 End of Fiscal Years; Fiscal Quarters | 43 | |||
7.10 Subsidiary Guaranty; Collateral | 43 | |||
7.11 Margin Stock | 45 | |||
7.12 Ownership Structure | 46 | |||
7.13 Tax Sharing Agreement | 46 | |||
7.14 Post Closing Liquidation | 46 | |||
SECTION 8. Negative Covenants | 46 | |||
8.01 Changes in Business | 46 | |||
8.02 Consolidation, Merger, Sale of Assets, etc. | 46 | |||
8.03 Liens | 49 | |||
8.04 Indebtedness | 51 | |||
8.05 Limitation on Dividends | 54 | |||
8.06 Transactions with Affiliates | 55 | |||
8.07 Consolidated Total Leverage Ratio | 56 | |||
8.08 Consolidated Fixed Charge Coverage Ratio | 56 | |||
8.09 Investments | 56 |
(ii)
8.10 No Negative Pledge | 60 | |||
8.11 Modifications of Acquisition Documents and Certain Other Agreements; Limitations on Voluntary Payments, etc. | 60 | |||
8.12 Maintenance of Company Separateness | 61 | |||
8.13 Capital Expenditures | 61 | |||
SECTION 9. Events of Default | 62 | |||
9.01 Payments | 62 | |||
9.02 Representations, etc. | 62 | |||
9.03 Covenants. | 62 | |||
9.04 Default Under Other Agreements | 62 | |||
9.05 Bankruptcy, etc. | 63 | |||
9.06 ERISA | 63 | |||
9.07 Guaranties | 64 | |||
9.08 Judgments | 64 | |||
9.09 Security Documents | 64 | |||
9.10 Change of Control | 64 | |||
SECTION 10. Definitions | 65 | |||
SECTION 11. The Lead Agents | 102 | |||
11.01 Appointment | 102 | |||
11.02 Delegation of Duties | 103 | |||
11.03 Exculpatory Provisions | 103 | |||
11.04 Reliance by Lead Agents | 104 | |||
11.05 Notice of Default | 104 | |||
11.06 Non-Reliance on Lead Agents and Other Lenders | 104 | |||
11.07 Indemnification | 105 | |||
11.08 Lead Agents in Their Individual Capacities | 105 | |||
11.09 Successor Lead Agents, etc. | 105 | |||
SECTION 12. Miscellaneous | 106 | |||
12.01 Payment of Expenses, etc | 106 | |||
12.02 Right of Setoff | 108 | |||
12.03 Notices | 108 | |||
12.04 Benefit of Agreement | 108 | |||
12.05 No Waiver; Remedies Cumulative | 112 | |||
12.06 Payments Pro Rata | 113 | |||
12.07 Calculations; Computations | 113 | |||
12.08 Governing Law; Submission to Jurisdiction; Venue | 114 | |||
12.09 Counterparts; Severability | 115 | |||
12.10 Execution | 115 | |||
12.11 Headings Descriptive | 115 | |||
12.12 Amendment or Waiver | 116 |
(iii)
12.13 Survival | 116 | |||
12.14 Domicile of Loans | 117 | |||
12.15 Confidentiality | 117 | |||
12.16 Waiver of Jury Trial | 118 | |||
12.17 USA Patriot Act | 118 | |||
12.18 Interest Rate Limitation | 118 | |||
12.19 Post-Closing Actions | 119 | |||
12.20 Special Provisions Relating to Amendment and Restatement | 119 | |||
SECTION 13. Borrower Guaranty | 121 | |||
13.01 The Guaranty | 121 | |||
13.02 Bankruptcy | 121 | |||
13.03 Nature of Liability | 122 | |||
13.04 Independent Obligation | 122 | |||
13.05 Authorization | 122 | |||
13.06 Reliance | 123 | |||
13.07 Subordination | 123 | |||
13.08 Waiver | 124 | |||
13.09 Payments | 125 |
ANNEX I | List of Lenders and Commitments | |
ANNEX II | Lender Addresses | |
ANNEX III | Existing Letters of Credit | |
ANNEX IV | Certain Litigation | |
ANNEX V | List of Subsidiaries | |
ANNEX VI | Existing Liens | |
ANNEX VII | Existing Debt | |
ANNEX VIII | Real Property | |
ANNEX IX | Existing Investments | |
ANNEX X | Post-Closing Matters | |
ANNEX XI | Designated Properties | |
EXHIBIT A-1 | Form of Term Note | |
EXHIBIT A-2 | Form of Revolving Note | |
EXHIBIT A-3 | Form of Swingline Note | |
EXHIBIT B | Form of Letter of Credit Request | |
EXHIBIT C-1 | Form of Opinion of Executive Vice President, General Counsel and Assistant Secretary | |
EXHIBIT C-2 | Form of Opinion of Womble Carlyle Sandridge & Rice, PLLC | |
EXHIBIT C-3 | Form of Opinion of Kilpatrick Stockton LLP | |
EXHIBIT D | Form of Subsidiary Guaranty | |
EXHIBIT E | Form of Assignment Agreement | |
EXHIBIT F | Form of Solvency Certificate |
(iv)
EXHIBIT G | Form of Intercompany Subordination Agreement | |
EXHIBIT H | Form of Pledge Agreement | |
EXHIBIT I | Form of Security Agreement | |
EXHIBIT J | Form of Section 4.04(b)(ii) Certificate | |
EXHIBIT K | Form of Incremental RL Commitment Agreement | |
EXHIBIT L | Form of RAI Assumption Agreement | |
EXHIBIT M | Form of RJRTH Intercompany Note | |
EXHIBIT N | Form of RAI Existing Senior Notes Assumption and Indemnification Agreement |
(v)
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Scheduled Repayment Date | Amount | |||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2006 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2006 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2007 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending June 30, 2007 | $ | 3,875,000 |
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Scheduled Repayment Date | Amount | |||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2007 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2007 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2008 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending June 30, 2008 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2008 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2008 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2009 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending June 30, 2009 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2009 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2009 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2010 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending June 30, 2010 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2010 | $ | 3,875,000 |
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Scheduled Repayment Date | Amount | |||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2010 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2011 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending June 30, 2011 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending September 30, 2011 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending December 31, 2011 | $ | 3,875,000 | ||
The last Business Day of Borrower’s fiscal quarter ending March 31, 2012 | $ | 3,875,000 | ||
Term Loan Maturity Date | $ | 1,460,875,000 |
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Period | Ratio | |||
Fourth Restatement Effective Date through and including December 31, 2007 | 3.00:1.00 | |||
From January 1, 2008 through the Maturity Date | 2.50:1.00 |
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Applicable | “Applicable Margin” | |||||||||||
Facilities Credit | “Applicable Margin” | for Reference Rate | “Applicable Margin” | |||||||||
Ratings Levels | for Eurodollar Loans | Loans | for Commitment Fee | |||||||||
Greater than or equal to Baa2 and BBB | 1.50 | % | 0.50 | % | 0.75 | % | ||||||
Baa3 and BBB- | 1.75 | % | 0.75 | % | 0.875 | % | ||||||
Ba1 and BB+ | 2.00 | % | 1.00 | % | 1.00 | % | ||||||
Ba2 and BB | 2.25 | % | 1.25 | % | 1.25 | % | ||||||
Equal to or less than Ba3 and BB- (or no Applicable Facilities Credit Rating is available from either Rating Agency) | 2.50 | % | 1.50 | % | 1.50 | % |
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REYNOLDS AMERICAN INC. | ||||
By: | /s/ Daniel A. Fawley | |||
Name: | Daniel A. Fawley | |||
Title: | Senior Vice President & Treasurer | |||
JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent, Lead Agent, Joint Lead Arranger and Joint Bookrunner | ||||
By: | /s/ Robert T. Sacks | |||
Name | Robert T. Sacks | |||
Title: | Managing Director | |||
LEHMAN BROTHERS INC., as a Joint Lead Arranger and Joint Bookrunner | ||||
By: | /s/ Jeffrey Abt | |||
Name | Jeffrey Abt | |||
Title: | Managing Director | |||
LEHMAN COMMERCIAL PAPER INC., Individually and as Syndication Agent | ||||
By: | /s/ Jeffrey Abt | |||
Name | Jeffrey Abt | |||
Title: | Authorized Signatory | |||
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
BAYERISCHE HYPO- UND VEREINSBANK AG, New York Branch | ||||
By: | /s/Marianne Weinzinger | |||
Name: Marianne Weinzinger Title: Director | ||||
By: | /s/Richard Cordover | |||
Name: Richard Cordover Title: Director |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
CITICORP USA, INC. As Syndication Agent and as Lender | ||||
By: | /s/Carolyn A. Kee | |||
Name: Carolyn A. Kee Title: Vice President | ||||
CITIBANK, N.A., as Letter of Credit Issuer | ||||
By: | /s/Carolyn A. Kee | |||
Name: Carolyn A. Kee Title: Vice President |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
City National Bank of New Jersey | ||||
By: | /s/Louis E. Prezeau | |||
Name: Louis E. Prezeau Title: President & CEO |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
Farm Credit Bank of Texas | ||||
By: | /s/Isaac E. Bennett | |||
Name: Isaac E. Bennett Title: Vice President |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
Farm Credit Services of Minnesota Valley, PCA dba | ||||
FCS Commercial Finance Group | ||||
By: | /s/Daniel J. Best | |||
Name: Daniel J. Best Title: Commercial Loan Officer |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
GENERAL ELECTRIC CAPITAL CORPORATION | ||||
By: | /s/Peter DiBiasi | |||
Name: Peter DiBiasi Title: Duly Authorized Signatory |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
Goldman Sachs Credit Partners | ||||
By: | /s/William Archer | |||
Name: William Archer Title: Authorized Signatory |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
LEHMAN COMMERCIAL PAPER INC. | ||||
By: | /s/Janine M. Shugan | |||
Name: Janine M. Shugan Title: Authorized Signatory |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
MIZUHO CORPORATE BANK, LTD. | ||||
By: | /s/James Fayen | |||
Name: James Fayen Title: Deputy General Manager |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
MORGAN STANLEY BANK | ||||
By: | /s/Daniel Twenge | |||
Name: Daniel Twenge Title: Vice President |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
NATIONAL CITY BANK | ||||
By: | /s/Nina Myers | |||
Name: NINA MYERS Title: ACCOUNT OFFICER |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
Raymond James Bank, FSB | ||||
By: | /s/Thomas F. Macina | |||
Name: Thomas F. Macina Title: Senior Vice President |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Scotiabanc Inc. | ||||
By: | /s/William Zarrett | |||
Name: William Zarrett Title: Managing Director |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
The Bank of Nova Scotia: | ||||
By: | /s/Dana Maloney | |||
Name: Dana Maloney Title: Managing Director |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
The Bank of New York | ||||
By: | /s/David C. Siegel | |||
Name: David C. Siegel Title: Vice President |
SIGNATURE PAGE TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 31, 2006, AMONG REYNOLDS AMERICAN INC., THE VARIOUS LENDING INSTITUTIONS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, LEHMAN COMMERCIAL PAPER INC. AND CITICORP USA, INC., AS SYNDICATION AGENTS, GENERAL ELECTRIC CAPITAL CORPORATION, AS DOCUMENTATION AGENT, LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, AS JOINT LEAD ARRANGERS AND LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS JOINT BOOKRUNNERS | ||||
Name of Institution: | ||||
Wachovia Bank, National Association | ||||
By: | /s/Denis Waltrich | |||
Name: Denis Waltrich Title: Associate |
Revolving Loan | Term | |||||||
Lender | Commitment | Loan Commitment | ||||||
JPMorgan Chase Bank, N.A. | $ | 50,000,000 | $ | 516,666,666.67 | ||||
Lehman Commercial Paper Inc. | $ | 50,000,000 | $ | 516,666,666.67 | ||||
Citicorp USA, Inc. | $ | 50,000,000 | $ | 516,666,666.66 | ||||
General Electric Capital Corporation | $ | 50,000,000 | ||||||
Mizuho Corporate Bank, Ltd. | $ | 50,000,000 | ||||||
AG First Farm Credit | $ | 45,000,000 | ||||||
Farm Credit Bank of Texas | $ | 45,000,000 | ||||||
Morgan Stanley | $ | 30,000,000 | ||||||
The Bank of Nova Scotia | $ | 30,000,000 | ||||||
Wachovia Bank, National Association | $ | 30,000,000 | ||||||
Bank of New York | $ | 30,000,000 | ||||||
HVB | $ | 20,000,000 | ||||||
National City Bank | $ | 15,000,000 | ||||||
Goldman Sachs | $ | 15,000,000 | ||||||
Raymond James Bank, FSB | $ | 15,000,000 | ||||||
City National Bank of New Jersey | $ | 15,000,000 | ||||||
Farm Credit Services of Minnesota Vally, PCA dba FCS Commercial Finace Group | $ | 10,000,000 | ||||||
Total: | $ | 550,000,000 | $ | 1,550,000,000 |
Lender | Address | |
JPMorgan Chase Bank, N.A. | 270 Park Avenue, Floor 4 | |
New York, NY 10017 | ||
Attn: Robert T. Sacks | ||
Tel: 212-270-42118 | ||
Fax: 212-270-6637 | ||
e-mail:robert.sacks@jpmorgan.com | ||
with a copy to: | ||
270 Park Avenue, Floor 15 | ||
New York, NY 10017 | ||
Attn: Raju Nanoo | ||
with a copy to: | ||
1111 Fannin Street, Floor 10 | ||
Houston, TX 77002-6925 | ||
Attn: Jennifer A. Anyingbo | ||
Tel: 713-750-2110 | ||
Fax: 713-750-2782 | ||
e-mail:Jennifer.anyigbo@jpmorgan.com | ||
Lehman Commercial Paper Inc. | 745 Seventh Avenue | |
New York, NY 10019 | ||
Attention: Joylynn A. Jarvis/Janine Shugan | ||
Telephone: 212-526-6560/212-526-8625 | ||
Facsimile: 212-520-0450/917-522-0139 | ||
E-mail:JJarvis@lehman.com | ||
jshugan@lehman.com | ||
Citicorp USA, Inc. | 400 Perimeter Center Terrace, NE | |
Suite 600 | ||
Atlanta, GA 30346 | ||
Attention: Kirk Lakeman | ||
Telephone: 770-668-8120 | ||
Facsimile: 404-935-9831 | ||
E-mail:kirk.p.lakeman@citigroup.com |