EX-4.15



 Exhibit 4.15 

[FORMS OF REGISTERED 3.500% SENIOR NOTES DUE 2016, 2.300% SENIOR NOTES DUE 2017, 8.125% SENIOR NOTES DUE 2019, 6.875% SENIOR NOTES DUE 2020, 3.750% SENIOR
NOTES DUE 2023, 8.125% SENIOR NOTES DUE 2040 AND 7.000% SENIOR NOTES DUE 2041] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

REYNOLDS AMERICAN INC. 

[3.500% Senior Notes due 2016] 

[2.300% Senior Notes due 2017] 

[8.125% Senior Notes due 2019] 

[6.875% Senior Notes due 2020] 

[3.750% Senior Notes due 2023] 

[8.125% Senior Notes due 2040] 

[7.000% Senior Notes due 2041] 
  

			
	Certificate No.             	  	$        
	Dated:             , 2015 (the “Issue Date”)	  	CUSIP No.             

 Reynolds American Inc., a North Carolina corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of
                     ($            ) on [August 4, 2016] [August 21, 2017] [June 23,
2019] [May 1, 2020] [May 20, 2023] [May 1, 2040] [August 4, 2041]. 
  

			
	Interest Payment Dates:	  	[February 4 and August 4, commencing February 4, 2016.]
		
		  	[February 21 and August 21, commencing February 21, 2016.]
		
		  	[June 23 and December 23, commencing December 23, 2015.]
		
		  	[May 1 and November 1, commencing May 1, 2016.]
		
		  	[May 20 and November 20, commencing May 20, 2016.]
		
		  	[May 1 and November 1, commencing May 1, 2016.]
		
		  	[February 4 and August 4, commencing February 4, 2016.]

  

			
	Record Dates:	  	[January 20 and July 20.]
		
		  	[February 6 and August 6.]
		
		  	[June 8 and December 8.]
		
		  	[April 15 and October 15.]
		
		  	[May 5 and November 5.]
		
		  	[April 15 and October 15.]
		
		  	[January 20 and July 20.]








 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof,
which further provisions shall have the same effect for all purposes as if set forth at this place. 
 Unless the certificate of
authentication hereof has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 Dated:             , 20     

 

			
	REYNOLDS AMERICAN INC.,
	as Issuer
		
	By:	 	  

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

	Name:	 	McDara P. Folan, III
	Title:	 	Senior Vice President, Deputy General Counsel and Secretary


 Each of the undersigned hereby acknowledges its obligation as a Guarantor under the Indenture. 

 

			
	SANTA FE NATURAL TOBACCO COMPANY, INC.,
	as Guarantor
		
	By:	 	  

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

as Guarantor

		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Treasurer


  

[2016][2017][2019][2020][2023][2040][2041] Note Signature Page 









			
	R. J. REYNOLDS TOBACCO CO.,
	as Guarantor
		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Vice President and Treasurer
	
	 REYNOLDS INNOVATIONS INC.,

as Guarantor

		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Treasurer
	
	 CONWOOD HOLDINGS, INC.,
 as
Guarantor

		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Vice President and Treasurer
	
	 AMERICAN SNUFF COMPANY, LLC,

as Guarantor

		
	By:	 	  

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


  

[2016][2017][2019][2020][2023][2040][2041] Note Signature Page 









			
	ROSSWIL LLC,
	as Guarantor
		
	By:	 	  

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

as Guarantor

		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Senior Vice President and Treasurer
	
	 R. J. REYNOLDS GLOBAL PRODUCTS, INC.,

as Guarantor

		
	By:	 	  

	Name:	 	Daniel A. Fawley
	Title:	 	Vice President and Treasurer
	
	 RAI SERVICES COMPANY,
 as
Guarantor

		
	By:	 	  

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


  

[2016][2017][2019][2020][2023][2040][2041] Note Signature Page 









			
	REYNOLDS FINANCE COMPANY,
	as Guarantor
		
	By:	 	  

	Name:	 	Caroline M. Price
	Title:	 	President
	
	 LORILLARD LICENSING COMPANY LLC,

as Guarantor

		
	By:	 	  

	Name:	 	David A. Shirlen
	Title:	 	President


  

[2016][2017][2019][2020][2023][2040][2041] Note Signature Page 








 (Trustee’s Certificate of Authentication) 

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture. 

Dated:             , 20     

 

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

[2016][2017][2019][2020][2023][2040][2041] Note Signature Page 








 [REVERSE OF NOTE] 

[3.500% Senior Notes due 2016] 

[2.300% Senior Notes due 2017] 

[8.125% Senior Notes due 2019] 

[6.875% Senior Notes due 2020] 

[3.750% Senior Notes due 2023] 

[8.125% Senior Notes due 2040] 

[7.000% Senior Notes due 2041] 

References herein to the “Notes” mean the Company’s [3.500% Senior Notes due 2016] [2.300% Senior Notes due 2017] [8.125%
Senior Notes due 2019] [6.875% Senior Notes due 2020] [3.750% Senior Notes due 2023] [8.125% Senior Notes due 2040] [7.000% Senior Notes due 2041] and not to any other series. Other capitalized terms used, but not defined, herein shall have the
meanings assigned to them in the Indenture and Schedule I attached hereto unless otherwise indicated. 
 1. Interest. [(a)]
The Company promises to pay interest on the principal amount of this Note at [3.500%] [2.300%] [8.125%] [6.875%] [3.750%] [8.125%] [7.000%] per annum from the date provided below until maturity. The Company shall pay interest semi-annually, in
arrears, on [February 4 and August 4] [February 21 and August 21] [June 23 and December 23] [May 1 and November 1] [May 20 and November 20] [May 1 and November 1] [February 4 and August 4] of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), except that, if the maturity date of the Note falls on a day that is not a Business Day, the Company will make the required payment of
interest and principal on the immediately succeeding Business Day, as if it were made on the date the payment was due. This Note has been issued in exchange for a like aggregate principal amount of the Company’s [3.500% Senior Notes due 2016]
[2.300% Senior Notes due 2017] [8.125% Senior Notes due June 23, 2019] [6.875% Senior Notes due 2020] [3.750% Senior Notes due 2023] [8.125% Senior Notes due 2040] [7.000% Senior Notes due 2041], which have not been registered under the
Securities Act of 1933, as amended (the “old notes”). The old notes were issued in exchange for a like aggregate principal amount of the [3.500% Senior Notes due 2016] [2.300% Senior Notes due 2017] [8.125% Senior Notes due 2019] [6.875%
Senior Notes due 2020] [3.750% Senior Notes due 2023] [8.125% Senior Notes due 2040] [7.000% Senior Notes due 2041] issued by Lorillard Tobacco Company, a Delaware corporation (the “LTC Notes”). Interest on the Notes shall accrue from the
most recent date on which interest has been paid on the corresponding series of old notes or, if no interest has been paid on such series, from the most recent date on which interest has been paid on the corresponding series of LTC Notes; provided,
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date. The first Interest Payment Date shall be [February 4, 2016] [February 21, 2016] [December 23, 2015] [May 1, 2016] [May 20, 2016] [May 1, 2016] [February 4, 2016]. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. Interest will not accrue as a result of any postponed or delayed payment in accordance with this paragraph. 

  
 1 








 [IF 2019 NOTES, ADD:] 

[(b) The interest rate payable on the Notes shall be subject to adjustments from time to time if either Moody’s or S&P or, in either
case, any Substitute Rating Agency thereof downgrades (or subsequently upgrades) the debt rating assigned to the Notes, in the manner described in this Section 1. 

(c) If the rating from Moody’s (or any Substitute Rating Agency thereof) of the Notes is decreased to a rating set forth in the
immediately following table, the interest rate on the Notes shall increase such that it shall equal the interest rate payable on the Notes on their Issue Date plus the percentage set forth opposite the ratings from the table below: 

 

					
	 Moody’s Rating*
	  	Percentage Points	 
	 Ba1
	  	 	0.25	  
	 Ba2
	  	 	0.50	  
	 Ba3
	  	 	0.75	  
	 B1 or below
	  	 	1.00	  

  

	*	Including the equivalent ratings of any Substitute Rating Agency. 

 (d) If the rating from
S&P (or any Substitute Rating Agency thereof) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase such that it shall equal the interest rate payable on the Notes on
their Issue Date plus the percentage set forth opposite the ratings from the table below: 
  

					
	 S&P Rating*
	  	Percentage Points	 
	 BB+
	  	 	0.25	  
	 BB
	  	 	0.50	  
	 BB-
	  	 	0.75	  
	 B+ or below
	  	 	1.00	  

  

	*	Including the equivalent ratings of any Substitute Rating Agency. 

 (e) If at any time the
interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set
forth above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on their Issue Date plus the percentages set forth opposite the ratings from the tables above in
effect immediately following the increase. If Moody’s (or any Substitute Rating Agency thereof) subsequently increases its rating of the Notes to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any
Substitute Rating Agency thereof) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher the interest rate on the Notes shall be decreased to the interest rate payable on the Notes on their Issue Date.
In addition, the interest rates on the Notes shall permanently cease to be subject to any adjustment described in subsections (c) and (d) above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if
the Notes become rated A3 and A- (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency thereof), respectively (or one of these
ratings if the Notes are only rated by one Rating Agency). 

  
 2 








 (f) Each adjustment required by any decrease or increase in a rating set forth above, whether
occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below
the interest rate payable on their Issue Date or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on their Issue Date. 

(g) No adjustments in the interest rate of the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the
Notes. If at any time fewer than two Rating Agencies provide a rating of the Notes for a reason beyond the Company’s control, the Company shall use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating
Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables in subsections (c) and (d) above (1) such
Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (2) the relative rating scale used by such Substitute Rating Agency to assign ratings
to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table in
subsection (c) or (d) above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (3) the interest rate on the Notes
shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on their Issue Date plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency
in the applicable table in subsection (c) or (d) above (taking into account the provisions of clause (2) of this subsection) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency). For so long as
only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the
percentage set forth in the applicable table in subsection (c) or (d) above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes for reasons within the Company’s control, the
interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes on their Issue Date. 

(h) Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating
change requires an adjustment in the interest rate. If Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof) changes its rating of the Notes more than once during any particular interest period, the last change by such
agency shall control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. 

(i) Promptly after any change in the interest rate payable on the Notes as provided in this Section 1, the Company shall provide the
Trustee an Officers’ Certificate to the effect that the interest rate payable on the Notes has changed in accordance with this provision and setting forth the amount of the related increase or decrease and the new interest rate payable on the
Notes and setting forth the 

  
 3 








 
effective date of any change in the interest rate payable on the Notes and shall provide notice of the same to Holders. The Trustee shall not be responsible for monitoring the ratings of the
Notes to determine whether there has been any increase or decrease in such rating or for calculating the new interest rate payable on the Notes in the event of any increase or decrease in the ratings of the Notes. 

(j) If the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the
Notes, shall be deemed to include any such increased interest unless the context otherwise requires.] 
 2. Method of Payment. The
Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the [January 20 and July 20] [February 6 and August 6] [June 8 and December 8] [April
15 and October 15] [May 5 and November 5] [April 15 and October 15] [January 20 and July 20] (whether or not a Business Day) immediately preceding the Interest Payment Date (except that interest payable at maturity of the Notes
shall be paid to the same persons to whom principal of such Notes is payable), except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest, at
the office or agency of the Company maintained for such purpose within the Borough of Manhattan of the City of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in
the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

4. Indenture. The Company issued the Notes under an Indenture dated as of May 31, 2006, as amended and supplemented, among the
Company, as issuer, certain direct and indirect subsidiaries of the Company, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The terms of the Notes include those stated in the
Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), and those set forth in Schedule I attached hereto. The Notes are subject to all such terms, and Holders are
referred to the Indenture, the TIA and Schedule I for a statement of such terms. 
 5. Redemption at the Company’s
Option. [IF 2023 NOTES ADD: Prior to February 20, 2023, t][T]he Company may redeem all or a part of the Notes from time to time in accordance with Article 5 of the Indenture at a redemption price equal to the greater of: 

(a) 100% of the principal amount of such Notes being redeemed, and 

(b) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes being redeemed discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a yield equal to (1) the applicable Treasury Rate, plus (2) 10 basis points, 

  
 4 








 plus, in each of case (a) and (b), accrued and unpaid interest on the principal amount being
redeemed to the date of redemption. 
 [IF 2023 NOTES ADD: On or after February 20, 2023, the Company may redeem all or a part of the Notes from time
to time in accordance with Article 5 of the Indenture at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] 

Notice of such optional redemption shall be mailed, by first class mail, at least 30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations equal to or larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after
the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption (unless the Company shall default in the payment of the redemption price and accrued interest). All redemptions shall be effected pursuant to
applicable depositary procedures. 
 6. Repurchase upon Change of Control Repurchase Event. If a Change of Control Repurchase Event
occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that
Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. Within 30 days following any Change of
Control Repurchase Event, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment
date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such
conflict. On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful (i) accept for payment all Notes or portions of Notes (in excess of $2,000 and in integral multiples of $1,000) properly tendered pursuant
to the Company’s offer; (ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the
Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the repurchase price
for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased 

  
 5 








 
portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Company will not be required to make an offer to
repurchase the notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company, and such third party purchases all
Notes properly tendered and not withdrawn under its offer. 
 7. No Sinking Fund. The Company shall not be required to make sinking
fund payments with respect to the Notes. 
 8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture, including any transfer tax or other similar governmental charge payable in connection
therewith. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the
transfer of any Note for a period of 15 days before a selection of Notes to be redeemed. 
 9. Persons Deemed Owners. The registered
Holder of a Note may be treated as its owner for all purposes. 
 10. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented by the Company and Guarantors, each when authorized by a Board Resolution, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities
at the time outstanding of all series affected by such amendment or supplement, voting as a single class, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such Default or waiver of compliance, voting as a single class. Without the consent of any Holder of a Note, the Company and the Guarantors,
when authorized by a Board Resolution, and the Trustee may supplement the Indenture or the Notes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the
succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company; (c) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a Default
in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as therein set forth; provided, that in respect of any such
additional covenant, restriction, condition or provision such amendment or supplement may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide
for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may 

  
 6 








 
limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision
contained in the Indenture or in any indenture supplemental thereto which may be defective or inconsistent with any other provision contained in the Indenture or in any indenture supplemental thereto; (e) to make such other provisions in regard
to matters or questions arising under the Indenture or under any indenture supplemental thereto as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Notes in any material
respect; (f) to establish the form or forms or terms of Securities of any series as permitted by the Indenture; (g) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the
Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee; (h) to provide for uncertificated Securities and to
make all appropriate changes for such purpose; (i) to comply with the requirements of the TIA; and (j) to add additional Guarantors with respect to the Notes. 

The Trustee is hereby authorized to join with the Company and the Guarantors in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 11.
Defaults and Remedies. Any of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) constitutes an “Event of Default” under the Indenture: (a) default in the payment of any installment of interest
upon Securities of any series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of all or any part of the principal on Securities of any series as and when
the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or (c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of
Securities of any series; or (d) default in the performance, or breach, of any covenant or agreement of the Company or the Guarantors in respect of Securities of any series (other than a covenant or agreement in respect of such Securities a
default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by first class mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Guarantors in an involuntary case under any


  
 7 








 
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the
Company or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Company or any Restricted
Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the
appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property, or make any general assignment for the benefit of
creditors; or (g) any Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture), or any Guarantee is declared in a judicial proceeding to be null and void, or any Guarantor denies or disaffirms in
writing its obligations under the terms of the Indenture or its Guarantee; or (h) at any time as such security is required by the terms of the Indenture, any Security Document shall cease to be in full force and effect or shall cease to give
the Collateral Agent the liens or any of the material rights, powers and privileges purported to be created thereby in favor of the Collateral Agent and such default shall continue unremedied for a period of at least 30 days after written notice to
the Company by the Collateral Agent; or (i) any other Event of Default provided in Schedule I or in this Note. 
 If an Event of
Default described in clauses (a), (b), (c), (d) or (i) above (if the Event of Default under clause (d) or (i) is with respect to less than all series of Securities then outstanding) occurs and is continuing, then, and in each and
every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected
series then outstanding under the Indenture (voting as a single class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of all Securities of all such affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (d) or (i) (if the Event of Default under
clauses (d) or (i), as the case may be, is with respect to all series of Securities then outstanding), (e), (f), (g) or (h) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities
shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then outstanding under the Indenture (treated as one class), by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire principal of all the Securities then outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become
immediately due and payable. 
 The foregoing provisions, however, are subject to the condition that if, at any time after the principal of
the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided,
the Company or any Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any
and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the 

  
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Trustee and each predecessor Trustee except as a result of gross negligence or willful misconduct, and if any and all Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of
each such series, or of all the Securities, in each case voting as a single class, then outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. 

12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities,
and may otherwise deal with the Company, as if it were not the Trustee. 
 13. No Recourse Against Others. No director, officer,
employee, incorporator or shareholder or controlling person of the Company or the Trustee, as such, shall have any liability for any obligations of the Company or the Trustee, respectively, under the Notes or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not
be effective to waive liabilities under the federal securities laws and it is the view of the Securities and Exchange Commission that such a waiver is against public policy. 

14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent
and in accordance with the Indenture. 
 15. Guarantees. This Note will be entitled to the benefits of certain Guarantees made for
the benefit of the Holders. Subject to the terms of the Indenture, each Guarantor of the Indenture fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally, to each Holder of the Notes and
the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the
Indenture, as provided in the Indenture. Reference is made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders, and of the circumstances
under which the Guarantees may be released. 
 16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 

17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers or both numbers in notices to the Holders of the Notes as a convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice to the Holders of the Notes and reliance may be placed only on the other identification numbers placed thereon. 

  
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 18. Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflicts of laws. 

  
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 The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: 
 Reynolds American Inc. 

401 North Main Street 

Winston-Salem, North Carolina 27101 

Facsimile: 336-741-5000 

Attention: Treasurer 

  
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 SCHEDULE I 

REYNOLDS AMERICAN INC. 
 TERMS OF
3.500% SENIOR NOTES DUE 2016 
 2.300% SENIOR NOTES DUE 2017 

8.125% SENIOR NOTES DUE 2019 

6.875% SENIOR NOTES DUE 2020 

3.750% SENIOR NOTES DUE 2023 

8.125% SENIOR NOTES DUE 2040 

7.000% SENIOR NOTES DUE 2041 
 Section 1.01
Designation of Notes. (a) The terms set forth in this Schedule I pertain to notes to be issued pursuant to that certain Indenture dated May 31, 2006, as amended and supplemented, by and among Reynolds American Inc. (the
“Company”) as Issuer, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee, and certain Subsidiaries of the Company who have executed such Indenture or a supplement
thereto as Guarantors (as so supplemented, the “Indenture”). The notes subject to these terms are (i) the Company’s 3.500% Senior Notes due 2016 in the original principal amount of
$        (CUSIP Number             ) (the “2016 Notes”), (ii) the Company’s 2.300% Senior Notes due 2017 in the original
principal amount of $        (CUSIP Number             ) (the “2017 Notes”), (iii) the Company’s 8.125% Senior Notes due
2019 in the original principal amount of $        (CUSIP Number             ) (the “2019 Notes”), (iv) the Company’s
6.875% Senior Notes due 2020 in the original principal amount of $        (CUSIP Number             ) (the “2020 Notes”),
(v) the Company’s 3.750% Senior Notes due 2023 in the original principal amount of $        (CUSIP Number             ) (the “2023
Notes”), (vi) the Company’s 8.125% Senior Notes due 2040 in the original principal amount of $        (CUSIP Number             )
(the “2040 Notes”) and (vii) the Company’s 7.000% Senior Notes due 2041 in the original principal amount of $        (CUSIP Number
            ) (the “2041 Notes,” and collectively with the 2016 Notes, 2017 Notes, 2019 Notes, the 2020 Notes, the 2023 Notes and the 2040 Notes, the
“Notes”). 
 (b) The 2016 Notes, 2017 Notes, 2019 Notes, the 2020 Notes, the 2023 Notes, the 2040 Notes and the 2041 Notes
shall each be considered a separate series for all purposes of the Indenture. 
 Section 1.02 Initial Issuance.
(a) The Notes are being issued in exchange for a like aggregate principal amount of the Company’s 3.500% Senior Notes due 2016, 2.300% Senior Notes due 2017, 8.125% Senior Notes due June 23, 2019, 6.875% Senior Notes due 2020,
3.750% Senior Notes due 2023, 8.125% Senior Notes due 2040 and 7.000% Senior Notes due 2041. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for
the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum
principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.  

(b) Denominations. The Notes shall be issuable only in fully registered form, without interest coupons, and only in denominations of
$2,000 and any integral multiples of $1,000 in excess thereof. 

  
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 Section 1.03. Depository; Custodian. The Company initially appoints The
Depository Trust Company (“DTC”) to act as Depository with respect to the Global Notes. The Company initially appoints the Trustee to act as Custodian with respect to the Global Notes. 

Section 1.04. Transfer and Exchange of Global Notes. Transfers of a Global Note shall be limited to transfers in whole, but
not in part, to the Depository, to a nominee of the Depository or to a successor Depository or such successor Depository’s nominee. 

Section 1.05 Definitions. (a) Capitalized terms not defined in this Schedule I shall have the meanings set
forth in the Indenture.  
 (b) As used herein and in the Notes, the following terms shall have the meanings set forth below: 

“Below Investment Grade Rating Event” means, with respect to each series of Notes, the Notes of that series are downgraded by
each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period
shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies) from a rating that is Investment Grade to a rating that is below Investment Grade. 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person other than the Company or one of its wholly owned subsidiaries; 

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person
other than the Company or one of its wholly owned subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of Voting Stock of the Company or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; 

(3) the consolidation of the Company with, or merger of the Company with or into, any person, or the consolidation of any person with, or
merger with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property,
other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any
direct or indirect parent company of the surviving person immediately after giving effect to such transaction; and 
 (4) the adoption of a
plan relating to the Company’s liquidation or dissolution (other than its liquidation into a holding company newly formed in accordance with the following paragraph, provided that all claims and obligations of the Company are assumed by, and
all assets are transferred to such holding company). 

  
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 Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control
under clause (2) above if (1) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (2) (a) the direct or indirect holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (b) immediately following that transaction no person (other than a holding company satisfying the requirements of
this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. As used in this paragraph and the definition of “Change of Control,” the term “person” has the meaning
given thereto in Section 13(d)(3) of the Exchange Act and the term “beneficial owner” has the meaning given thereto in Rules 13d-3 and 13d-5 promulgated under the Exchange Act. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means: (1) the
average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations; or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. 
 “Custodian” means the Trustee, as custodian with respect
to the Global Notes, or any successor entity thereto. 
 “Depository” means, with respect to the Notes issued in the form
of one or more Global Notes, DTC as the Person appointed hereby as the Depository with respect to the Notes, or another Person appointed as Depository by the Company, which Person must be a clearing agency registered under the Exchange Act, and any
and all successors thereto appointed as Depository hereunder and having become such pursuant to the applicable provision of the Indenture. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Independent Investment Banker” means any of Citigroup Global Markets Inc. or J.P. Morgan Securities LLC, or, if both such
firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 

  
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 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its
equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company pursuant to clause (2) of the definition of Rating Agency. 

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its credit ratings business. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Rating
Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company,
a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us as a replacement agency for Moody’s or S&P, as the case may be. 

“Reference Treasury Dealer” means: (1) Citigroup Global Markets Inc. or J.P. Morgan Securities LLC, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute for such firm another Primary Treasury
Dealer; and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding such redemption date. 
 “S&P” means
Standard & Poor’s Ratings Services, a division of Standard & Poor’s Financial Services LLC, a subsidiary of McGraw-Hill Financial, Inc., and any successor to its credit ratings business. 

[IF 2019 NOTES, ADD:] 
 [”Substitute
Rating Agency” means a “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act for the classes of credit ratings described in clauses (i) through (v) of
Section 3(a)(62)(B) of the Exchange Act selected by the Company (as certified by its Chief Executive Officer, Chief Financial Officer or Treasurer) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.] 

“Securities Act” means the Securities Act of 1933, as amended. 

“Treasury Rate” means, with respect to any redemption date: (1) the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most 

  
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recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date. 

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

  
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