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2003

Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing

Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (114K)

Doc #193496: Click preview link for longer preview.

{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}8
{FILENAME}g84130exv10w4.txt
{DESCRIPTION}DEED OF TRUST, SECURITY AGREEMENT...
{TEXT}
{PAGE}

EXHIBIT 10.4

This Deed of Trust was prepared by, This document is intended
and when recorded should be returned to: to be recorded in
Davie County, NORTH CAROLINA

Jeffrey J. Temple, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8729
1107993-0083

DEED OF TRUST, SECURITY AGREEMENT,

ASSIGNMENT OF LEASES, RENTS AND PROFITS,

FINANCING STATEMENT AND FIXTURE FILING

made by

R.J. REYNOLDS TOBACCO COMPANY,

as the Trustor,

to

The Fidelity Company, as Trustee
3040

JPMorgan Chase Bank,
as Administrative Agent and Collateral Agent for Various Lending Institutions,
as the Beneficiary

--------------------------------------------------------------------------------

COLLATERAL IS OR INCLUDES FIXTURES

{PAGE}

DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES, RENTS AND PROFITS,
FINANCING STATEMENT AND FIXTURE FILING

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND
PROFITS, FINANCING STATEMENT AND FIXTURE FILING, dated as of July 9, 2003 (as
amended, modified or supplemented from time to time, this "Deed of Trust") made
by R.J. Reynolds Tobacco Company, a New Jersey Corporation (the "Trustor"),
having an address at 401 North Main Street, Winston-Salem, North Carolina 27102
as the Trustor, to The Fidelity Company, a North Carolina corporation
("Trustee"), having an address at One West Fourth Street, Winston-Salem, North
Carolina 27101, for the benefit of JPMorgan Chase Bank, (together with any
successor beneficiary, the "Beneficiary"), having an address at 270 Park Avenue,
New York, NY 10017, as Administrative Agent and Collateral Agent, as the
Beneficiary for the benefit of the Secured Creditors (as defined below).

All capitalized terms used but not otherwise defined herein shall have
the same meanings ascribed to such terms in the Credit Agreement described
below.

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, R.J. Reynolds Tobacco Holdings, Inc. (f/k/a RJR Nabisco, Inc.)
(the "Borrower"), the various lending institutions from time to time party
thereto (the "Lenders"), JPMorgan Chase Bank, as Administrative Agent (the
"Administrative Agent"), Citibank, N.A., as Syndication Agent (the "Syndication
Agent"), The Bank of New York, The Bank of Nova Scotia and Lehman Commercial
Paper Inc., as Documentation Agents (the "Documentation Agents"), Credit
Lyonnais New York Branch and Mizuho Corporate Bank, Ltd., as Co-Documentation
Agents (the "Co-Documentation Agents"), have entered into a Credit Agreement,
dated as of May 7, 1999, amended and restated as of November 17, 2000 and
further amended and restated as of May 10, 2002, providing for a credit facility
of up to $622,000,000 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 (with (i) the Lenders, each Letter of Credit Issuer, the
Administrative Agent, the Syndication Agent, the Documentation Agents, the
Co-Documentation Agents, the Senior Managing Agents and the Collateral Agent
being herein collectively called the "Lender Creditors" and (ii) the term
"Credit Agreement" as used herein to mean the Credit Agreement described above
in this paragraph, as the same may be further amended, modified, extended,
renewed, replaced, restated, supplemented and/or refinanced from time to time,
and including any agreement extending the maturity of, or refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers or guarantors thereunder or any increase in the amount borrowed) all
or any portion of, the indebtedness under such agreement or any successor
agreement, whether or not with the same agent, trustee, representative lenders
or holders; provided that, with respect to any agreement providing for the
refinancing or replacement of indebtedness under the Credit Agreement, such
agreement shall only be treated as, or as part of, the Credit Agreement
hereunder if (x) either (A) all obligations under the Credit Agreement being
refinanced or replaced shall be paid in full at the time of such refinancing or
replacement, and all commitments and letters of credit issued pursuant to the
refinanced or replaced Credit Agreement shall have terminated in accordance

{PAGE}

with their terms or (B) the Required Lenders shall have consented in writing to
the refinancing or replacement indebtedness being treated as indebtedness
pursuant to the Credit Agreement, and (y) a notice to the effect that the
refinancing or replacement indebtedness shall be treated as issued under the
Credit Agreement shall be delivered by the Borrower to the Collateral Agent);

WHEREAS, the Borrower may from time to time enter into or guarantee 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 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), a "Secured Hedging Agreement"), with any Lender or Lenders or a
syndicate of financial institutions organized by a Lender or an affiliate of a
Lender (even if any such Lender ceases to be a Lender under the Credit Agreement
for any reason) (any institution that participates therein, and in each case
their subsequent successors and assigns collectively, the "Hedging Creditors",
and together with the Lender Creditors, the "Lender Secured Creditors");

WHEREAS, the Borrower and the trustee thereunder (the "New Senior Notes
Trustee"), on behalf of the holders of the New Senior Notes (such holders,
together with the New Senior Notes Trustee, the "New Senior Notes Creditors"),
have from time to time entered into, and may in the future from time to time
enter into, one or more Indentures (collectively, as amended, modified or
supplemented from time to time, the "New Senior Notes Indenture" and, together
with the New Senior Notes, the "New Senior Notes Documents"), providing for the

193496

Citibank;