SUBSIDIARY ASSUMPTION AND JOINDER
AGREEMENT
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.
WHEREAS,
Reynolds American Inc. (the “ Borrower ”), the
various lending institutions from time to time party thereto (the
“ Lenders ”), and the Administrative Agent, have
entered into a Credit Agreement, dated as of May 7, 1999, as
amended and restated as of November 17, 2000, as further
amended and restated as of May 10, 2002, as further amended
and restated as of July 30, 2004, and as further amended and
restated as of May 31, 2006 (as so amended and restated and as
the same may be further amended, restated, modified and/or
supplemented from time to time, the “ Credit Agreement
”), providing for the making of Loans to the Borrower and the
issuance of, and participation in, Letters of Credit for the
account of the Borrower, all as contemplated therein (the Lenders,
each Letter of Credit Issuer, the Administrative Agent, the Lead
Agents and the Collateral Agent herein called the “ Lender
Creditors ”);
WHEREAS,
the Borrower and/or one or more of its Subsidiaries has from time
to time entered into, and/or may in the future from time to time
enter into, one or more agreements or arrangements with JPMCB or
any of its affiliates (even if JPMCB ceases to be a Lender under
the Credit Agreement for any reason (JPMCB, any such affiliate and
their respective successors and assigns, each, a “ Credit
Card Issuer ”)) providing for credit card loans made
available to certain employees of the Borrower and/or one or more
of its Subsidiaries (each such agreement or arrangement with a
Credit Card Issuer, a “ Secured Credit Card Agreemen
t”);
WHEREAS,
the Borrower and/or one or more of its Subsidiaries has from time
to time entered into, and/or may in the future from time to time
enter into, one or more (i) interest rate protection
agreements (including, without limitation, interest rate swaps,
caps, floors, collars and similar agreements), (ii) foreign
exchange contracts, currency swap agreements, commodity agreements
or other similar agreements or arrangements designed to protect
against the fluctuations in currency or commodity values and/or
(iii) other types of hedging agreements from time to time
(each such agreement or arrangement with a Hedging Creditor (as
hereinafter defined), together with the Existing Interest Rate Swap
Agreement, a “ Permitted Hedging Agreement ”)
with any Lender, any affiliate thereof or a syndicate of financial
institutions organized by a Lender or an affiliate of a Lender
(even if, in either case, any
such Lender
ceases to be a Lender under the Credit Agreement for any reason)
(any such Lender, affiliate or other such financial institution
that participates therein, and in each case its subsequent
successors and assigns, collectively, the “ Hedging
Creditors ”, and together with the Lender Creditors and
each Credit Card Issuer, the “ Creditors
”);
WHEREAS,
the Joining Parties are direct or indirect Subsidiaries of the
Borrower and desire, or are required pursuant to the provisions of
the Credit Agreement, each to become a Subsidiary Guarantor under
the Subsidiary Guaranty, an Assignor under the Security Agreement
and a Pledgor under the Pledge Agreement; and
WHEREAS,
each Joining Party will obtain benefits from the incurrence of
Loans by the Borrower, and the issuance of, and participation in,
Letters of Credit for the account of the Borrower, in each case
pursuant to the Credit Agreement, and the maintaining and/or
entering into by the Borrower and/or one or more of its
Subsidiaries of Secured Credit Card Agreements and the Permitted
Hedging Agreements and, accordingly, desires to execute this
Joinder in order to (i) satisfy the requirements described in
the preceding paragraph and (ii) induce
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