EX-10.4






Exhibit 10.4




EXECUTION COPY




JOINDER AGREEMENT TO

SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY




     Joinder Agreement, dated as of January 1, 2009 (the “Joinder”), to the Guaranty, dated
as of May 18, 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 January 17, 2003, as further
amended and restated as of July 30, 2004, as further amended and restated as of May 31, 2006, and
as further amended and restated as of June 28, 2007, among the Subsidiaries of REYNOLDS AMERICAN
INC. (the “Borrower”) identified therein as Guarantors and JPMORGAN CHASE BANK, N.A., as
Administrative Agent (as so amended and restated and as the same may be further amended, restated,
modified and/or supplemented from time to time, the “Subsidiary Guaranty”).



     A. Reference is made to (i) the 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, as further amended and restated as of May 31, 2006, and
as further amended and restated as of June 28, 2007 (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”), among the Borrower, each Lender from time to time party thereto, JPMorgan Chase
Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc., as Syndication Agent, General
Electric Capital Corporation, Lehman Commercial Paper Inc., and Mizuho Corporate Bank Ltd., as
Documentation Agents and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agent, (ii) each
Permitted Interest Rate Agreement and (iii) the Secured Credit Card Agreement (as defined in the
Subsidiary Guaranty).



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Subsidiary Guaranty referred to therein.



     C. The Guarantors have entered into the Subsidiary Guaranty in order to induce (x) the
Lenders to make Loans and the Letter of Credit Issuers to issue Letters of Credit, (y) the Hedging
Creditors to enter into and/or maintain Permitted Interest Rate Agreements and (z) the Credit Card
Issuers to enter into and/or maintain Secured Credit Card Agreements. Section 7.10(a) of the
Credit Agreement provides that an additional Material Subsidiary of the Borrower may become a
Subsidiary under the Subsidiary Guaranty by execution and delivery of a Subsidiary Guaranty. The
undersigned Subsidiary (the “New Subsidiary”) is executing this Joinder in accordance with
the requirements of the Credit Agreement to become a Subsidiary under the Subsidiary Guaranty in
order to induce the Lenders to make additional Loans and the Letter of Credit Issuers to issue
additional Letters of Credit and as consideration for Loans previously made and Letters of Credit
previously issued.



     Accordingly, the Administrative Agent and the New Subsidiary agree as follows:



     Section 1. The New Subsidiary by its signature below becomes a Subsidiary and
Guarantor under the Subsidiary Guaranty with the same force and effect as if originally named
therein as a Subsidiary and the New Subsidiary hereby (a) agrees to all the terms and provisions of
the Subsidiary Guaranty applicable to it as a Subsidiary and Guarantor thereunder and



 









 





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(b) represents and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in
the Subsidiary Guaranty shall be deemed to include the New Subsidiary. The Subsidiary Guaranty is
hereby incorporated herein by reference.




     Section 2. The New Subsidiary represents and warrants to the Administrative Agent and
the other Guaranteed Creditors that this Joinder has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms.



     Section 3. This Joinder may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Joinder shall become effective when
the Administrative Agent shall have received a counterpart of this Joinder that bears the signature
of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of
an executed signature page to this Joinder by facsimile or other electronic transmission shall be
as effective as delivery of a manually signed counterpart of this Joinder.



     Section 4. Except as expressly supplemented hereby, the Subsidiary Guaranty shall
remain in full force and effect.



     Section 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



     Section 6. In case any one or more of the provisions contained in this Joinder should
be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein and in the Subsidiary Guaranty shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



     Section 7. All communications and notices hereunder shall be in writing and given as
provided in Section 18 of the Subsidiary Guaranty.



     Section 8. The New Subsidiary, jointly and severally with the other Guarantors,
agrees to reimburse the Administrative Agent for its reasonable and actual out-of-pocket expenses
in connection with this Joinder, including the reasonable and actual fees and disbursements of
counsel for the Administrative Agent.



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     IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Joinder to the Subsidiary Guaranty as of the day and year first above written.



	 	 	 	 	 	 
	 

	 	RAI SERVICES COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ McDara P. Folan, III
	 

	 	 	 	 
	 

	 	Name: McDara P. Folan, III

Title: Secretary






 









 






	 	 	 	 	 
	Accepted and Agreed to:
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.

as Administrative Agent for the Lenders
	 
	 	 	 	 
	By
	 	/s/ Tony Yung
	 	 	 
	 	 	Title: Tony Yung

          Vice President