EX-4.7



 Exhibit 4.7 
  

 
  

LORILLARD TOBACCO COMPANY, LLC 

(f/k/a Lorillard Tobacco Company) 

as Original Issuer 
 LORILLARD,
INC. 
 as Original Guarantor 

R. J. REYNOLDS TOBACCO COMPANY 

as Successor Issuer 
 R.J.
REYNOLDS TOBACCO HOLDINGS, INC. 
 as Successor Guarantor 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as Trustee 
  

 
 SIXTH
SUPPLEMENTAL INDENTURE 
 Dated June 12, 2015 

to Indenture dated June 23, 2009 
  

 
  

 
  







 THIS SIXTH SUPPLEMENTAL INDENTURE (the “Sixth Supplemental Indenture”) is made
the 12th day of June, 2015, among LORILLARD TOBACCO COMPANY, LLC (f/k/a Lorillard Tobacco Company), a Delaware limited liability company (the “Original Issuer”), LORILLARD, INC., a Delaware corporation (the “Original
Guarantor”), R. J. REYNOLDS TOBACCO COMPANY, a North Carolina corporation (the “Successor Issuer”), R.J. REYNOLDS TOBACCO HOLDINGS, INC., a Delaware corporation (the “Successor Guarantor,” and collectively
with the Original Issuer, the Successor Issuer and the Original Guarantor, the “Succession Parties”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).

 RECITALS 
 WHEREAS, the
Original Issuer and Original Guarantor entered into an Indenture, dated June 23, 2009, with the Trustee (the “Original Indenture”, and as amended, supplemented or otherwise modified prior to the date hereof, the
“Indenture”) (all capitalized terms used in this Sixth Supplemental Indenture and not otherwise defined herein have the meanings assigned to such terms in the Original Indenture); 

WHEREAS, it is expected that the Original Issuer will merge with and into the Successor Issuer, with the Successor Issuer continuing as the
surviving corporation and as a wholly owned subsidiary of the Successor Guarantor (the “Merger”); 
 WHEREAS,
Section 801 of the Indenture requires, among other things, that any entity into which the Original Issuer merges expressly assume, by a supplemental indenture to the Indenture, the due and punctual payment of the principal of (and premium, if
any) and interest, if any (including all additional amounts, if any, payable pursuant to Section 515 of the Indenture), on all the Securities and the performance of every covenant of the Indenture on the part of the Original Issuer to be
performed or observed; 
 WHEREAS, Section 801 of the Indenture also requires, among other things, that any entity which acquires by
conveyance or transfer the properties and assets of the Original Guarantor substantially as an entirety expressly assume, by a supplemental indenture to the Indenture, the Original Guarantor’s Guarantee of the due and punctual payment of the
principal of (and premium, if any) and interest, if any (including all additional amounts, if any, payable pursuant to Section 515 of the Indenture), on all the Securities and the performance of every covenant of the Original Guarantor with
respect to such Guarantee to be performed or observed; 
 WHEREAS, pursuant to Section 901(1) of the Indenture, a supplemental
indenture may be entered into by the Succession Parties and the Trustee, without the consent of any Holders of the Securities, to evidence the succession of the Successor Issuer and Successor Guarantor to the obligations of the Original Issuer and
Original Guarantor, respectively; 
 WHEREAS, Section 802 of the Indenture provides, among other things, that upon any merger, or any
conveyance or transfer of the properties and assets of the Original Issuer or the Original Guarantor, as applicable, substantially as an entirety in accordance with Section 801, the successor entity into which the Original Issuer or the
Original Guarantor, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, 

  
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and may exercise every right and power of, the Original Issuer, or the Original Guarantor, as the case may be, under the Indenture with the same effect as if such successor entity had been named
as the Original Issuer or the Original Guarantor, as the case may be, therein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under the Indenture, the Securities or the Guarantee, as the case may be; 

WHEREAS, the entry into this Sixth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the
Original Indenture; and 
 WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture
and to make it a valid and binding obligation of the Successor Issuer and Successor Guarantor have been done or performed. 
 NOW, THEREFORE,
THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the foregoing premises, it is mutually covenanted and agreed as
follows: 
 Section 1. Assumption by Successor Issuer. At the effective time of the Merger, the Successor Issuer hereby
assumes the due and punctual payment of the principal of (and premium, if any) and interest, if any (including all additional amounts, if any, payable pursuant to Section 515 of the Indenture), on all the Securities and the performance of every
covenant of the Indenture on the part of the Original Issuer to be performed or observed. 
 Section 2. Assumption by
Successor Guarantor. At the effective time of the Merger, the Successor Guarantor hereby assumes the Original Guarantor’s guarantee of the due and punctual payment of the principal of (and premium, if any) and interest, if any (including
all additional amounts, if any, payable pursuant to Section 515 of the Indenture), on all the Securities and the performance of every covenant of the Original Guarantor with respect to the Guarantee and the Indenture to be performed or
observed. 
 Section 3. Guarantee Agreement. To further evidence the Successor Guarantor’s assumption of the
Original Guarantor’s Guarantee of the Securities, the Successor Guarantor shall execute and deliver to the Trustee a guarantee agreement substantially in the form attached hereto as Exhibit A. 

Section 4. Effect of Succession. In accordance with Section 802 of the Indenture, upon the assumption by the Successor Issuer
and Successor Guarantor of the obligations of the Original Issuer and Original Guarantor, respectively, as set forth above, the Successor Issuer and Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power
of, the Original Issuer and the Original Guarantor, respectively, under the Indenture with the same effect as if the Successor Issuer and Successor Guarantor had been named as the Original Issuer and the Original Guarantor, respectively, therein,
and thereafter the Original Issuer and Original Guarantor shall be relieved of all obligations and covenants under the Indenture, the Securities and the Guarantee. 

Section 5. Trustee. The recitals and statements in this Sixth Supplemental Indenture are made by the Succession Parties only and
not by the Trustee, and the Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture (other than with respect to the due authorization, execution and delivery of this Sixth Supplemental


  
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Indenture by the Trustee). All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of
each series of the Securities and of this Sixth Supplemental Indenture as fully and with like effect as if set forth herein in full. 

Section 6. Ratification of Indenture; Sixth Supplemental Indenture Part of Indenture. As amended and supplemented hereby,
the Indenture is in all respects ratified and confirmed, and the Original Indenture, as supplemented prior to the date hereof, and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument. 

Section 7. Governing Law. This Sixth Supplemental Indenture shall be governed by, and construed in accordance with, the
laws of the State of New York. 
 Section 8. Conflicts. In the event of a conflict between the terms and conditions of
the Original Indenture, as supplemented prior to the date hereof, and the terms and conditions of this Sixth Supplemental Indenture, then the terms and conditions of this Sixth Supplemental Indenture shall prevail; provided that if and to the extent
that any provision of this Sixth Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included herein or in the Indenture by the Trust Indenture Act, such required provision shall control. 

Section 9. Successors. All covenants and agreements in this Sixth Supplemental Indenture by the parties shall bind their
respective successors and assigns, whether so expressed or not. 
 Section 10. Severability. In case any provision in
this Sixth 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 hereby. 

Section 11. Third Parties. Nothing in this Sixth Supplemental Indenture, expressed or implied, shall give to any Person,
other than the parties hereto and their successors under the Indenture, any benefit or any legal or equitable right, remedy or claim under this Sixth Supplemental Indenture. 

Section 12. Counterparts. This Sixth Supplemental Indenture may be simultaneously executed in several counterparts, each of
which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 

Section 13. Headings. The headings of the sections in this Sixth 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 14.
Effectiveness; Operativeness. This Sixth Supplemental Indenture shall become effective upon the due execution and delivery of this Sixth Supplemental Indenture by the Succession Parties and the Trustee, but shall not become operative until
the effective time of the Merger. 
 (signature page follows) 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture dated
June 12, 2015 to be duly executed. 
  

					
	LORILLARD TOBACCO COMPANY, LLC Original Issuer
		
	By:		 /s/ Daniel A. Fawley

			Name:		Daniel A. Fawley
			Title:		Vice President and Treasurer
	
	 LORILLARD, INC.,
 Original
Guarantor

		
	By:		 /s/ Daniel A. Fawley

			Name:		Daniel A. Fawley
			Title:		Vice President and Treasurer
	
	 R. J. REYNOLDS TOBACCO COMPANY,

Successor Issuer

		
	By:		 /s/ Daniel A. Fawley

			Name:		Daniel A. Fawley
			Title:		Treasurer
	
	 R.J. REYNOLDS TOBACCO HOLDINGS, INC.,

Successor Guarantor

		
	By:		 /s/ Daniel A. Fawley

			Name:		Daniel A. Fawley
			Title:		Senior Vice President and Treasurer


 Signature Page to Sixth Supplemental Indenture to Indenture dated June 23, 2009 







 
					
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Trustee

		
	By:		 /s/ Richard Tarnas

			Name:		Richard Tarnas
			Title:		Vice President


  

  
 Signature Page to Sixth
Supplemental Indenture to Indenture dated June 23, 2009 








 EXHIBIT A 

FORM OF GUARANTEE AGREEMENT 

GUARANTEE, dated as of [            ], 2015 (as amended from time to time, this
“Guarantee”), made by R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”) for the
registered holders (the “Holders”) of the series of Notes set forth below (collectively, the “Debt Securities”) of R. J. Reynolds Tobacco Company, a North Carolina corporation (as successor to Lorillard Tobacco
Company, LLC (f/k/a Lorillard Tobacco Company), a Delaware limited liability company) (the “Issuer”): 
  

	 	•	 	8.125% Senior Notes due June 23, 2019 

  

	 	•	 	6.875% Senior Notes due 2020 

  

	 	•	 	8.125% Senior Notes due 2040 

  

	 	•	 	3.500% Senior Notes due 2016 

  

	 	•	 	7.000% Senior Notes due 2041 

  

	 	•	 	2.300% Senior Notes due 2017 

  

	 	•	 	3.750% Senior Notes due 2023 

 WITNESSETH: 

SECTION 1. Guarantee. (a) The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Debt Securities (the “Obligations”), according to the terms of the Debt Securities and as more fully described in the Indenture (as
amended, modified or otherwise supplemented from time to time, the “Indenture”), dated June 23, 2009 among the Issuer, the Guarantor and the Trustee, and any other amounts payable by the Guarantor under the Indenture. 

(b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under this
Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in the Obligations of the Guarantor under
this Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. 

SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of: 

  
 A-1 









	 	(a)	any lack of validity, enforceability or genuineness of any provision of the Indenture, the Debt Securities or any other agreement or instrument relating thereto; 


 

	 	(b)	any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture; 


 

	 	(c)	any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or 


 

	 	(d)	any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a guarantor. 


SECTION 3. Ranking. The Guarantor covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all existing and future senior indebtedness of the Guarantor and (b) senior in right of payment to all existing and future subordinated indebtedness of the Guarantor. 

SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action
against the Issuer or any other Person or any collateral. 
 (b) The Guarantor hereby irrevocably waives any claims or other rights that it
may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such
amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether
matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. 

  
 A-2 








 SECTION 5. No Waiver; Remedies. No failure on the part of the Trustee or any Holder of the
Debt Securities to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 6. Continuing
Guarantee; Transfer of Interest. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the earliest to occur of (i) the date, if any, on which the Guarantor shall consolidate with or merge into
the Issuer or any successor thereto, (ii) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor, and (iii) payment in full of the Obligations, (b) be binding upon the
Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by any Holder of Debt Securities, the Trustee, and by their respective successors, transferees, and assigns. 

SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any
payment of any of the Obligations is rescinded or must otherwise be returned by any Holder of the Debt Securities or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been
made. 
 SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee
or any Holder of the Debt Securities; provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Debt Securities, the prior written consent of the Trustee (in the case of (b), acting
at the written direction of the Holders of more than 50% in aggregate principal amount of Debt Securities) shall be required. 
 SECTION 9.
Governing Law. This Guarantee shall be governed by, and construed in accordance with the laws of the State of New York. 

(signature page follows) 
  

  
 A-3 








 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by
its officer thereunto duly authorized as of the date first above written. 
  

					
	R.J. REYNOLDS TOBACCO HOLDINGS, INC.
		
	By:		  

			Name:		Daniel A. Fawley
			Title:		Senior Vice President and Treasurer


 Signature Page to Guarantee Agreement of R.J. Reynolds Tobacco Holdings, Inc. 

with respect to Notes Issued Under Indenture dated June 23, 2009