8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2006

REYNOLDS AMERICAN INC.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	1-32258	20-0546644
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

401 North Main Street
Winston-Salem, North Carolina 27101

(Address of Principal Executive Offices) (Zip Code)

(336) 741-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-4.1 FIRST SUPPLEMENTAL INDENTURE DATED 9/30/06

EX-4.2 FIFTH SUPPLEMENTAL INDENTURE DATED 9/30/06

EX-4.3 SEVENTH SUPPLEMENTAL INDENTURE 9/30/06

EX-10.1 SUBSIDIARY ASSUMPTION AGREE. 9/30/06

Item 1.01 Entry into a Material Definitive Agreement

Supplemental Indentures

     On September 30, 2006, Reynolds American Inc. (“RAI”), certain direct and indirect wholly owned subsidiaries of RAI, and The Bank of New York Trust Company, N.A., as trustee, entered into a supplemental indenture to that certain Indenture dated May 31, 2006 (the “2006 Indenture”), among RAI, as issuer, certain direct and indirect wholly owned subsidiaries of RAI party thereto, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, for the purpose of adding RAI’s direct and indirect wholly owned subsidiaries, R.J. Reynolds Tobacco Holdings, Inc. (“RJR”), R. J. Reynolds Global Products, Inc. (“GPI”), RJR Packaging, LLC (“RJR Packaging”) and Scott Tobacco LLC (“Scott”), as guarantors under the 2006 Indenture.

     On September 30, 2006, RJR, certain direct and indirect wholly owned subsidiaries of RJR, RAI and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, entered into a supplemental indenture to that certain Indenture, dated May 20, 2002 (as supplemented, the “2002 Indenture”), among RJR, as issuer, certain direct and indirect wholly owned subsidiaries of RJR party thereto, as well as RAI, as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, for the purpose of adding GPI and RJR Packaging as guarantors under the 2002 Indenture.

     On September 30, 2006, RJR, certain direct and indirect wholly owned subsidiaries of RJR, RAI and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, entered into a supplemental indenture to that certain Indenture, dated May 15, 1999 (as supplemented, the “1999 Indenture”), among RJR, as issuer, certain direct and indirect wholly owned subsidiaries of RJR party thereto, as well as RAI, as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, for the purpose of adding GPI and RJR Packaging as guarantors under the 1999 Indenture.

     The foregoing summary of the supplemental indentures is qualified in its entirety by reference to the full text of the supplemental indentures attached hereto as Exhibits 4.1, 4.2 and 4.3, incorporated by reference herein.

     In addition to serving as the trustee under the 1999 Indenture, the 2002 Indenture and the 2006 Indenture, The Bank of New York Trust Company, N.A., and its affiliates have in the past provided, and are currently providing, banking, trust and other services to RAI and its affiliates, including as participants in RAI’s credit facilities and as transfer agent for RAI’s common stock. From time to time, RAI or its affiliates may enter into other relationships with The Bank of New York Trust Company, N.A., or its affiliates.

Bank Credit Agreement

     On September 30, 2006, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, GPI, RJR Packaging and Scott entered into a Subsidiary Assumption and Joinder Agreement, for the purposes of adding GPI, RJR Packaging and Scott as guarantors of the obligations of RAI under its Fourth Amended and Restated Credit Agreement, dated May 31, 2006 (the “Bank Credit Agreement”), and pledging personal property assets of GPI, RJR Packaging and Scott to secure these obligations, as well as to secure the obligations of RAI and each of these RAI subsidiaries under the 2006 Indenture. Pursuant to the security documents relating to the Bank Credit Agreement, to which RJR was a party prior to September 30, 2006, upon RJR becoming a party to the 2006 Indenture as a guarantor, the stock of RJR’s wholly owned subsidiary, R. J. Reynolds Tobacco Company (“RJR Tobacco”), was automatically pledged for the purposes of securing RAI’s obligations under the Bank Credit Agreement as well as the obligations of RAI and RJR Tobacco under the 2006 Indenture. Prior to RJR becoming a party to the 2006 Indenture as a guarantor, the stock of RJR Tobacco was pledged by RJR to RAI to secure certain intercompany obligations of RJR to RAI. These intercompany obligations and security therefor had been assigned by RAI to JPMorgan as security for RAI’s obligations under the Bank Credit Agreement. At such time as RJR became a party to the 2006 Indenture as a guarantor, the stock of RJR Tobacco was automatically released as security for these intercompany obligations of RJR to RAI.

     JPMorgan and its affiliates have in the past provided, and are currently providing, commercial banking, investment banking and other services to RAI and its affiliates, including as participants in RAI’s credit facilities. From time to time, RAI or its affiliates may enter into other relationships with JPMorgan or its affiliates.

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Item 3.03 Material Modification to Rights of Security Holders

     The information set forth in Item 1.01 with respect to the supplemental indentures to the 2002 Indenture and the 1999 Indenture of RJR under the heading “Supplemental Indentures” is incorporated herein by reference. RJR’s outstanding 6.500% Senior Secured Notes due 2007, 6.500% Senior Secured Notes due 2010, 7.250% Senior Secured Notes due 2012 and 7.300% Senior Secured Notes due 2015 were issued under the 2002 Indenture, and RJR’s outstanding 7.875% Senior Secured Notes due 2009 were issued under the 1999 Indenture.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
4.1	First Supplemental Indenture dated September 30, 2006, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee.
4.2	Fifth Supplemental Indenture dated September 30, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, as amended.
4.3	Seventh Supplemental Indenture dated September 30, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, as amended.
10.1	Subsidiary Assumption and Joinder Agreement dated as of September 30, 2006 among JPMorgan Chase Bank, N.A., as administrative agent, R. J. Reynolds Global Products, Inc., RJR Packaging, LLC and Scott Tobacco LLC.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 2, 2006

REYNOLDS AMERICAN INC.
By:		/s/ McDara P. Folan, III
	Name:	McDara P. Folan, III
	Title:	Senior Vice President, Deputy General Counsel and Secretary

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EXHIBIT INDEX

Number	Exhibit
4.1	First Supplemental Indenture dated September 30, 2006, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee.
4.2	Fifth Supplemental Indenture dated September 30, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, as amended.
4.3	Seventh Supplemental Indenture dated September 30, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, as amended.
10.1	Subsidiary Assumption and Joinder Agreement dated as of September 30, 2006 among JPMorgan Chase Bank, N.A., as administrative agent, R. J. Reynolds Global Products, Inc., RJR Packaging, LLC and Scott Tobacco LLC.

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EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

     This First Supplemental Indenture, dated as of September 30, 2006 (this “First Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation (“Santa Fe”), Lane Limited, a New York corporation (“Lane”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), Conwood Holdings, Inc., a Delaware corporation (“Conwood”), Conwood Company, LLC, a Delaware limited liability company (“Conwood Company”), Conwood Sales Co., LLC, a Delaware limited liability company (“Conwood Sales”), Rosswil LLC, a Delaware limited liability company (“Rosswil”), R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), 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”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS, Santa Fe, Lane, RJRT, RJRA, RJR Tobacco, GMB, FHS, Conwood, Conwood Company, Conwood Sales, Rosswil (collectively, the “Existing Guarantors”), the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of May 31, 2006 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance thereunder from time to time of the Company’s debentures, notes or other evidence of indebtedness to be issued in one or more series (the “Securities”);

     WHEREAS, RJR, RJR Packaging, GPI and Scott, each a subsidiary of the Company, have determined that it is desirable and would be a direct benefit to RJR, RJR Packaging, GPI and Scott for each of these entities, along with the Company and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which RJR, RJR Packaging, GPI and Scott will each unconditionally guarantee, on a joint and several basis with the Existing Guarantors, the full and prompt 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 Securities and all other Obligations of the Company to the Trustee and to the Securityholders under the Indenture, and become a party to the Indenture as a Guarantor; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Existing Guarantors, RJR, RJR Packaging, GPI, Scott and the Trustee are authorized or permitted to execute and deliver this First Supplemental Indenture to amend the Indenture, without the consent of any of the Securityholders.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

ARTICLE I

Definitions

     SECTION 1.1 Defined Terms. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

ARTICLE II

Agreement to be Bound; Guarantee

     SECTION 2.1 Agreement to be Bound. Each of RJR, RJR Packaging, GPI and Scott hereby becomes a party to the Indenture as a Guarantor, and will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of RJR, RJR Packaging, GPI and Scott agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

     SECTION 2.2 Guarantee. Each of RJR, RJR Packaging, GPI and Scott hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, of all of the Obligations of the Company to the Trustee and to the Securityholders under the Indenture in accordance with Article X of the Indenture.

ARTICLE III

Miscellaneous

     SECTION 3.1 Notices. All notices and other communications to a Guarantor or the Company shall be given as provided in the Indenture to the Guarantor or the Company, as the case may be, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture or the Indenture or any provision herein or therein contained.

     SECTION 3.3 Governing Law. This First Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

     SECTION 3.4 Severability Clause. In any case any provision in this First 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 thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

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     SECTION 3.5 Ratification of Indenture; First Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this First Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

     SECTION 3.7 Headings. The headings of the Articles and the sections in this First 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 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee.

[Remainder of this page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

Address: 401 North Main Street Winston-Salem, NC 27101	REYNOLDS AMERICAN INC.,
	By:	/s/ Daniel A. Fawley Name: Daniel A. Fawley
		Title:   Senior Vice President and Treasurer
Address:	SANTA FE NATURAL TOBACCO COMPANY, INC.,
1368 Cerrillos Road Santa Fe, New Mexico 87505		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Assistant Treasurer
Address:	LANE LIMITED
2280 Mountain Industrial Blvd. Tucker, GA 30084		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Assistant Treasurer
Address:	R. J. REYNOLDS TOBACCO COMPANY,
401 North Main Street Winston-Salem, NC 27101		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Senior Vice President and Treasurer
Address:	RJR ACQUISITION CORP.,
1201 North Market Street Suite 1702 Wilmington, DE 19801		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Assistant Secretary

SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE

Address:	R. J. REYNOLDS TOBACCO CO.,
401 North Main Street Winston-Salem, NC 27101		as Guarantor
	By:	/s/ Daniel A. Fawley Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	FHS, INC.,
1201 Market Street Suite 1702 Wilmington, DE 19801		as Guarantor
	By:	/s/ Kathryn A. Premo
		Name: Kathryn A. Premo
		Title:   Treasurer
Address:	GMB, INC.,
327 Hillsborough Street Raleigh, NC 27603		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Treasurer
Address:	CONWOOD HOLDINGS, INC.,
813 Ridge Lake Boulevard Suite 100 Memphis, TN 38119		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	CONWOOD COMPANY, LLC,
813 Ridge Lake Boulevard Suite 100 Memphis, TN 38119		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer

SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE

Address:	CONWOOD SALES CO., LLC,
813 Ridge Lake Boulevard Suite 100 Memphis, TN 38119		as Guarantor
	By:	/s/ Daniel A. Fawley Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	ROSSWIL LLC,
200 W. Madison Street Suite 3420 Chicago, IL 60606		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	R.J. REYNOLDS TOBACCO HOLDINGS, INC.,
401 North Main Street Winston-Salem, NC 27101		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	RJR PACKAGING, LLC,
401 North Main Street Winston-Salem, NC 27101		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	R. J. REYNOLDS GLOBAL PRODUCTS, INC.,
401 North Main Street Winston-Salem, NC 27101		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	SCOTT TOBACCO LLC,
939 Adams Street Bowling Green, KY 42101		as Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer

SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Tina D. Gonzalez
	Name: Tina D. Gonzalez
	Title:   Assistant Treasurer

SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE

EX-4.2

Exhibit 4.2

FIFTH SUPPLEMENTAL INDENTURE

     This Fifth Supplemental Indenture, dated as of September 30, 2006 (this “Fifth Supplemental Indenture”), is entered into by and among (i) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), as Issuer; (ii) Reynolds American Inc., a North Carolina corporation (“RAI”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), and R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS, RAI, RJRT, RJRA, GMB, FHS, RJR Tobacco (collectively, the “Existing Guarantors”), RJR and the Trustee have heretofore executed and delivered an Indenture, dated as of May 20, 2002, as supplemented (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance thereunder from time to time of RJR’s unsecured debentures, notes or other evidences of its indebtedness to be issued in one or more series up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of the Indenture (the “Securities”);

     WHEREAS, Section 10.05 of the Indenture provides that RJR is required to cause each Subsidiary other than RJRT and RJRA (whether previously existing or created or acquired by RJR) which becomes a Bank Credit Agreement Guarantor, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with each other Guarantor, the full and prompt payment of the principal of, premium, if any, and interest, on the Securities, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Securityholders under the Indenture, and become a party to the Indenture as a Guarantor for all purposes of the Indenture;

     WHEREAS, RJR Packaging and GPI have become Bank Credit Agreement Guarantors;

     WHEREAS, RJR Packaging and GPI have determined that it is desirable and would be a direct benefit to RJR Packaging and GPI, for each of these entities, along with RJR and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which RJR Packaging and GPI will each unconditionally guarantee, on a joint and several basis with the Existing Guarantors, the full and prompt payment when due of the principal of, premium, if any, and interest, on the Securities, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Securityholders under the Indenture, and become a party to the Indenture as a Guarantor for all purposes of the Indenture; and

     WHEREAS, pursuant to Section 9.01 of the Indenture, RJR, the Guarantors and the Trustee are authorized or permitted to execute and deliver this Fifth Supplemental Indenture to amend the Indenture, without the consent of any Securityholder.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

ARTICLE I

Definitions

     SECTION 1.1 Defined Terms. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

ARTICLE II

Agreement to be Bound; Guarantee

     SECTION 2.1 Agreement to be Bound. Each of RJR Packaging and GPI hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of RJR Packaging and GPI agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

     SECTION 2.2 Guarantee. Each of RJR Packaging and GPI hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, of all of the Obligations of RJR to the Trustee and the Securityholders under the Indenture in accordance with Article 10 of the Indenture.

ARTICLE III

Miscellaneous

     SECTION 3.1 Notices. All notices and other communications to a Guarantor or RJR shall be given as provided in the Indenture to the Guarantor or RJR, as the case may be, at its address set forth below, with a copy to RJR as provided in the Indenture for notices to RJR.

     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Fifth Supplemental Indenture or the Indenture or any provision herein or therein contained.

     SECTION 3.3 Governing Law. This Fifth Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

     SECTION 3.4 Severability Clause. In any case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the

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remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

     SECTION 3.5 Ratification of Indenture; Fifth Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fifth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Fifth Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

     SECTION 3.7 Headings. The headings of the Articles and the sections in this Fifth 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 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture. The recitals and statements herein are deemed to be those of RJR, the Existing Guarantors, RJR Packaging and GPI and not of the Trustee.

[Remainder of this page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

Address: 401 North Main Street Winston-Salem, NC 27101	R.J. REYNOLDS TOBACCO HOLDINGS, INC.
	By:	/s/ Daniel A. Fawley Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	REYNOLDS AMERICAN INC.,
401 North Main Street Winston-Salem, NC 27101		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Senior Vice President and Treasurer
Address:	RJR ACQUISITION CORP.,
1007 N. Orange Street Suite 1702 Wilmington, DE 19801		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Assistant Treasurer
Address:	R. J. REYNOLDS TOBACCO COMPANY,
401 North Main Street Winston-Salem, NC 27101		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Senior Vice President and Treasurer
Address:	GMB, INC.,
Jefferson Square, Suite 10 153 Jefferson Church Road King, NC 27021		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Treasurer

SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE

Address:	FHS, INC.,
1007 N. Orange Street Suite 1702 Wilmington, DE 19801		as a Guarantor
	By:	/s/ Kathryn A. Premo Name: Kathryn A. Premo
		Title:   Treasurer
Address:	R. J. REYNOLDS TOBACCO CO.,
401 North Main Street Winston-Salem, NC 27101		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	RJR PACKAGING, LLC,
401 North Main Street Winston-Salem, NC 27101		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer
Address:	R. J. REYNOLDS GLOBAL PRODUCTS, INC.,
401 North Main Street Winston-Salem, NC 27101		as a Guarantor
	By:	/s/ Daniel A. Fawley
		Name: Daniel A. Fawley
		Title:   Vice President and Treasurer

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Tina D. Gonzalez Name: Tina D. Gonzalez
	Title:   Assistant Treasurer

SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE

EX-4.3

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

     This Seventh Supplemental Indenture, dated as of September 30, 2006 (this “Seventh Supplemental Indenture”), is entered into by and among (i) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), as Issuer; (ii) Reynolds American Inc., a North Carolina corporation (“RAI”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), RJR Acquisition Corp., a Delaware corporation (“RJRA”), GMB, Inc., a North Carolina corporation (“GMB”), FHS, Inc., a Delaware corporation (“FHS”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), and R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), each as a Guarantor; and (iii) The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS, RAI, RJRT, RJRA, GMB, FHS, RJR Tobacco (collectively, the “Existing Guarantors”), RJR and the Trustee have heretofore executed and delivered an Indenture, dated as of May 15, 1999, as supplemented (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance thereunder of certain debt securities of RJR (the “Notes”);

     WHEREAS, Section 10.5 of the Indenture provides that RJR is required to cause each Subsidiary other than RJRT (whether previously existing or created or acquired by RJR) which becomes a Bank Credit Agreement Guarantor, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with each other Guarantor, the full and prompt payment of the principal of, premium, if any, and interest, on the Notes, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Holders under the Indenture, and become a party to the Indenture as a Guarantor for all purposes of the Indenture;

     WHEREAS, RJR Packaging and GPI have become Bank Credit Agreement Guarantors;

     WHEREAS, RJR Packaging and GPI have determined that it is desirable and would be a direct benefit to RJR Packaging and GPI, for each of these entities, along with RJR and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which RJR Packaging and GPI will each unconditionally guarantee, on a joint and several basis with the Existing Guarantors, the full and prompt payment when due of the principal of, premium, if any, and interest, on the Notes, on an unsecured and unsubordinated basis, and all other Obligations of RJR to the Trustee and the Holders under the Indenture, and become a party to the Indenture to the same extent as a Guarantor for all purposes of the Indenture; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, RJR, the Guarantors and the Trustee are authorized or permitted to execute and deliver this Seventh Supplemental Indenture to amend the Indenture, without the consent of any Holder.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

ARTICLE I

Definitions

     SECTION 1.1 Defined Terms. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

ARTICLE II

Agreement to be Bound; Guarantee

     SECTION 2.1 Agreement to be Bound. Each of RJR Packaging and GPI hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of RJR Packaging and GPI agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

     SECTION 2.2 Guarantee. Each of RJR Packaging and GPI hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, jointly and severally with each other Guarantor, 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 all of the Obligations of RJR to the Trustee and the Holders under the Indenture in accordance with Article 10 of the Indenture.

ARTICLE III

Miscellaneous

     SECTION 3.1 Notices. All notices and other communications to a Guarantor or RJR shall be given as provided in the Indenture to the Guarantor or RJR, as the case may be, at its address set forth below, with a copy to RJR as provided in the Indenture for notices to RJR.

     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Seventh Supplemental Indenture or the Indenture or any provision herein or therein contained.

     SECTION 3.3 Governing Law. This Seventh Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

     SECTION 3.4 Severability Clause. In any case any provision in this Seventh 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 thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

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     SECTION 3.5 Ratification of Indenture; Seventh Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Seventh Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

     SECTION 3.7 Headings. The headings of the Articles and the sections in this Seventh 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 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture. The recitals and statements herein are deemed to be those of RJR, the Existing Guarantors, RJR Packaging and GPI and not of the Trustee.

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     IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the date first above written.

Address:	R.J. REYNOLDS TOBACCO HOLDINGS, INC.
401 North Main Street
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Vice President and Treasurer
Address:	REYNOLDS AMERICAN INC.,
401 North Main Street		as a Guarantor
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Senior Vice President and Treasurer
Address:	RJR ACQUISITION CORP.,
1007 N. Orange Street		as a Guarantor
Suite 1702
Wilmington, DE 19801
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Vice President and Assistant Treasurer
Address:	R. J. REYNOLDS TOBACCO COMPANY,
401 North Main Street		as a Guarantor
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Senior Vice President and Treasurer
Address:	GMB, INC.,
Jefferson Square, Suite 10		as a Guarantor
153 Jefferson Church Road
King, NC 27021
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Treasurer

SIGNATURE PAGE TO SEVENTH SUPPLEMENTAL INDENTURE

Address:	FHS, INC.,
1007 N. Orange Street		as a Guarantor
Suite 1702
Wilmington, DE 19801
	By:		/s/ Kathryn A. Premo
		Name:	Kathryn A. Premo
		Title:	Treasurer
Address:	R. J. REYNOLDS TOBACCO CO.,
401 North Main Street		as a Guarantor
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Vice President and Treasurer
Address:	RJR PACKAGING, LLC,
401 North Main Street		as a Guarantor
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Vice President and Treasurer
Address:	R. J. REYNOLDS GLOBAL PRODUCTS, INC.,
401 North Main Street		as a Guarantor
Winston-Salem, NC 27101
	By:		/s/ Daniel A. Fawley
		Name:	Daniel A. Fawley
		Title:	Vice President and Treasurer

THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:		/s/ Tina D. Gonzalez
	Name:	Tina D. Gonzalez
	Title:	Assistant Treasurer

SIGNATURE PAGE TO SEVENTH SUPPLEMENTAL INDENTURE

EX-10.1

Exhibit 10.1

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.

W I T N E S S E T H:

          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 Agreement”);

          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 (x) the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower, (y) JPMCB or any of its affiliates to continue to enter into Secured Credit Card Agreements with the Borrower and/or its Subsidiaries and (z) the Hedging Creditors to continue to enter into Permitted Hedging Agreements with the Borrower and/or its Subsidiaries.

          NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Joining Party, the receipt and sufficiency of which are hereby acknowledged, each Joining Party hereby makes the following representations and warranties to the Creditors and hereby covenants and agrees with each Secured Creditor as follows:

          1. By this Joinder, each Joining Party becomes (i) a Subsidiary Guarantor for all purposes under the Subsidiary Guaranty, pursuant to Section 24 thereof, (ii) an Assignor for all purposes under the Security Agreement, pursuant to Section 10.12 thereof, and (iii) a Pledgor for all purposes under the Pledge Agreement, pursuant to Section 23 thereof.

          2. Each Joining Party agrees that, upon its execution hereof, it will become a Subsidiary Guarantor under the Subsidiary Guaranty with respect to all Guaranteed Obligations (as defined in the Subsidiary Guaranty), and will be bound by all terms, conditions and duties applicable to a Subsidiary Guarantor under the Subsidiary Guaranty and the other Credit Documents. Without limitation of the foregoing, and in furtherance thereof, each Joining Party absolutely, unconditionally and irrevocably, and jointly and severally, guarantees the due and punctual payment and performance when due of all Guaranteed Obligations (on the same basis as the other Subsidiary Guarantors under the Subsidiary Guaranty).

          3. Each Joining Party agrees that, upon its execution hereof, it will become a Pledgor under, and as defined in, the Pledge Agreement, and will be bound by all terms, conditions and duties applicable to a Pledgor under the Pledge Agreement. Without limitation of the foregoing and in furtherance thereof, as security for the due and punctual payment when due of the Obligations (as defined in the Pledge Agreement), the Joining Party hereby pledges and assigns to the Collateral Agent for the benefit of the Creditors and grants to the Collateral Agent

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for the benefit of the Creditors a security interest in all its right, title and interest in, to and under the Collateral (as defined in the Pledge Agreement), if any, now owned or hereafter acquired by it, in each case to the extent provided in the Pledge Agreement.

          4. Each Joining Party agrees that, upon its execution hereof, it will become an Assignor under, and as defined in, the Security Agreement, and will be bound by all terms, conditions and duties applicable to an Assignor under the Security Agreement. Without limitation of the foregoing and in furtherance thereof, as security for the due and punctual payment when due of the Obligations (as defined in the Security Agreement), each Joining Party hereby pledges and assigns to the Collateral Agent for the benefit of the Creditors and grants to the Collateral Agent for the benefit of the Creditors a security interest in all its right, title and interest in, to and under the Collateral (as defined in the Security Agreement), if any, now owned or hereafter acquired by it, in each case to the extent provided in the Security Agreement.

          5. In connection with the grant by each Joining Party, pursuant to paragraph 3 above, of a security interest in all of its right, title and interest in the Pledge Agreement Collateral in favor of the Collateral Agent, each Joining Party agrees to perform (to the extent required) for the benefit of the Creditors, together with the delivery of this Joinder, each of the actions specified in Section 3.2 of the Pledge Agreement.

          6. Each Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by, and as (i) each Subsidiary Guarantor pursuant to Section 12 of the Subsidiary Guaranty, (ii) each Assignor pursuant to Articles II, III, IV, V and VI of the Security Agreement and (iii) each Pledgor pursuant to Section 16 of the Pledge Agreement, in each case as of the date hereof (except to the extent any such representation or warranty relates solely to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date), and agrees to be bound by all covenants, agreements and obligations of a Subsidiary Guarantor, Assignor and Pledgor pursuant to the Subsidiary Guaranty, Security Agreement, Pledge Agreement, respectively, and all other Credit Documents to which it is or becomes a party.

          7. Annexes A, B, C, D, E and G to the Pledge Agreement are hereby amended by supplementing such Annexes with the information for each Joining Party contained on Annexes A, B, C, D, E and G attached hereto as Annex I. In addition, Annexes A, B, C, D, E, F, I, J and K to the Security Agreement are hereby amended by supplementing such Annexes with the information for each Joining Party contained on Annexes A, B, C, D, E, F, I, J and K attached hereto as Annex II.

          8. This Joinder shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided, however, that no Joining Party may assign any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders or as otherwise permitted by the Credit Documents. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Joinder shall prove to be invalid

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or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto.

          9. From and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

          10. The effective date of this Joinder is September 30, 2006.

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          IN WITNESS WHEREOF, each Joining Party has caused this Joinder to be duly executed as of the date first above written.

Address: 401 North Main Street Winston-Salem, NC 27101	RJR PACKAGING, LLC
	By: Name:	/s/ Daniel A. Fawley Daniel A. Fawley
	Title:	Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101	R. J. REYNOLDS GLOBAL PRODUCTS, INC.
	By: Name:	/s/ Daniel A. Fawley Daniel A. Fawley
	Title:	Vice President and Treasurer
Address: 939 Adams Street Bowling Green, KY 42101	SCOTT TOBACCO LLC
	By: Name:	/s/ Daniel A. Fawley Daniel A. Fawley
	Title:	Vice President and Treasurer

Accepted and Acknowledged by:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as Collateral Agent

By:	/s/ Robert T. Sacks Name: Robert T. Sacks
	Title: Managing Director

[ANNEX I and II to be attached by the Joining Parties]

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