RJ REYNOLDS TOBACCO HOLDINGS INC
THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g80862exv10w3.txt
<DESCRIPTION>THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                           THIRD AMENDED AND RESTATED
                               SUBSIDIARY GUARANTY

            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 and as
further amended and restated as of January 17, 2003 (as so amended and restated
and as the same may be further amended, restated, modified and/or supplemented
from time to time, this "Guaranty"), made by the undersigned (together with any
other entity which becomes a party hereto pursuant to Section 24, each a
"Guarantor" and, collectively, the "Guarantors"). 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, R.J. Reynolds Tobacco Holdings, Inc. (f/k/a RJR Nabisco,
Inc. and herein, the "Borrower"), the various lending institutions from time to
time party thereto (the "Lenders"), JPMorgan Chase Bank (f/k/a The Chase
Manhattan 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"), and 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, and
amended and restated as of November 17, 2000 and May 10, 2002 (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
Syndication Agent, the Documentation Agents, the Co-Documentation Agents, the
Senior Managing Agents and the Collateral Agent herein called the "Lender
Creditors");

            WHEREAS, the Borrower and/or one or more of its Subsidiaries may
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 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 "Permitted 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 in either case 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 "Creditors");

            WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;
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            WHEREAS, certain of the Guarantors have heretofore entered into a
Subsidiary Guaranty, dated as of May 18, 1999, as amended and restated as of
November 17, 2000 and as further amended and restated as of May 10, 2002 (as so
amended and restated and as further amended, modified and/or supplemented to,
but not including, the date hereof, the "Second Amended and Restated Subsidiary
Guaranty");

            WHEREAS, the Guarantors desire to amend and restate the Second
Amended and Restated Subsidiary Guaranty in the form of this Guaranty;

            WHEREAS, the Credit Agreement and/or the Permitted Hedging
Agreements require that this Guaranty be executed and delivered; and

            WHEREAS, each Guarantor will obtain benefits from the incurrence and
maintenance of Loans by the Borrower and the issuance of, and participation in,
Letters of Credit for the account of the Borrower under the Credit Agreement and
the entering into and/or maintaining by the Borrower and/or one or more of
Subsidiaries of the Permitted Hedging Agreements and, accordingly, desires to
execute this Guaranty in order to satisfy the requirements described in the
preceding paragraph;

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

            1. Each Guarantor, jointly and severally, irrevocably and
unconditionally guarantees: (i) to the Lender Creditors the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of (x) the principal of and interest on the Notes issued by, and the Loans made
to, the Borrower under the Credit Agreement and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit and (y) all other
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing
by the Borrower to the Lender Creditors (including, without limitation,
indemnities, Fees and interest thereon) now existing or hereafter incurred
under, arising out of or in connection with the Credit Agreement or any other
Credit Document and the due performance and compliance with the terms,
conditions and agreements contained in the Credit Documents by the Borrower (all
such principal, interest, liabilities and obligations being herein collectively
called the "Credit Document Obligations"); and (ii) to each Hedging Creditor the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations (including obligations which, but
for any automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities owing by each Guaranteed Party to the Hedging Creditors
(including, without limitation, indemnities, fees and interest thereon) under
any Permitted Hedging Agreements, whether now in existence or hereafter arising,
and the due performance and compliance by each Guaranteed Party with all terms,
conditions and agreements contained therein (all such obligations and
liabilities under this clause (ii) being herein collectively called the "Hedging
Obligations", and together with the Credit Document Obligations are herein
collectively called the "Guaranteed Obligations"). As used herein, the term
"Guaranteed Party" shall mean the Borrower and each Subsidiary thereof party to
any Permitted Hedging Agreement. Each


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Guarantor understands, agrees and confirms that the Creditors may enforce this
Guaranty up to the full amount of the Guaranteed Obligations against each
Guarantor without proceeding against any other Guarantor, the Borrower, any
other Guaranteed Party, against any security for the Guaranteed Obligations, or
against any other guarantor under any other guaranty covering all or a portion
of the Guaranteed Obligations. This Guaranty shall constitute a guaranty of
payment and not of collection. All payments by each Guarantor under this
Guaranty shall be made on the same basis as payments by the Borrower under
Sections 4.03 and 4.04 of the Credit Agreement.

            2. Additionally, each Guarantor, jointly and severally,
unconditionally and irrevocably, guarantees the payment of any and all
Guaranteed Obligations to the Creditors whether or not due or payable by the
Borrower or any other Guaranteed Party upon the occurrence in respect of the
Borrower or any such other Guaranteed Party of any of the events specified in
Section 9.05 of the Credit Agreement, and unconditionally and irrevocably,
jointly and severally, promises to pay such Guaranteed Obligations to the
Creditors, or order, on demand, in lawful money of the United States of America.

            3. The liability of each Guarantor hereunder is exclusive and
independent of any security for or other guaranty of the Guaranteed Obligations
whether executed by such Guarantor, any other Guarantor, any other guarantor or
by any other person, and the liability of each Guarantor hereunder shall not be
affected or impaired by (i) any direction as to application of payment by the
Borrower, any other Guaranteed Party or any other person, (ii) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor or
of any other person as to the Guaranteed Obligations, (iii) any payment on or in
reduction of any such other guaranty or undertaking, (iv) any dissolution,
termination or increase, decrease or change in personnel by the Borrower or any
other Guaranteed Party, (v) any payment made to any Creditor on the Guaranteed
Obligations which any Creditor repays the Borrower or any other Guaranteed Party
pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Guarantor waives any
right to the deferral or modification of its obligations hereunder by reason of
any such proceeding, (vi) any action or inaction by the Creditors as
contemplated in Section 6 hereof or (vii) any invalidity, irregularity or
unenforceability of all or part of the Guaranteed Obligations or of any security
therefor.

            4. The obligations of each Guarantor hereunder are independent of
the obligations of any other Guarantor, any other guarantor of the Borrower, the
Borrower or any other Guaranteed Party, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor, any other guarantor of the Borrower, the Borrower
or any other Guaranteed Party and whether or not any other Guarantor, any other
guarantor of the Borrower, the Borrower or any other Guaranteed Party be joined
in any such action or actions. Each Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. Any payment by the Borrower or
any other Guaranteed Party or other circumstance which operates to toll any
statute of limitations as to the Borrower or any other Guaranteed Party shall
operate to toll the statute of limitations as to each Guarantor.

            5. Each Guarantor hereby waives notice of acceptance of this
Guaranty and notice of any liability to which it may apply, and waives
promptness, diligence, presentment, demand of payment, protest, notice of
dishonor or nonpayment of any such liabilities, suit or


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taking of other action by the Administrative Agent or any other Creditor
against, and any other notice to, any party liable thereon (including such
Guarantor, any other guarantor of the Borrower or any other Guaranteed Party).

            6. Any Creditor may at any time and from time to time without the
consent of, or notice to, any Guarantor, without incurring responsibility to
such Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

            (i) change the manner, place or terms of payment of, and/or change
      or extend the time of payment of, renew or alter, any of the Guaranteed
      Obligations (including any increase or decrease in the rate of interest
      thereon), any security therefor, or any liability incurred directly or
      indirectly in respect thereof, and the guaranty herein made shall apply to
      the Guaranteed Obligations as so changed, extended, renewed or altered;

            (ii) take and hold security for the payment of the Guaranteed
      Obligations and/or sell, exchange, release, surrender, realize upon or
      otherwise deal with in any manner and in any order any property by
      whomsoever at any time pledged or mortgaged to secure, or howsoever
      securing, the Guaranteed Obligations or any liabilities (including any of
      those hereunder) incurred directly or indirectly in respect thereof or
      hereof, and/or any offset thereagainst;

            (iii) exercise or refrain from exercising any rights against the
      Borrower, any Guarantor, any other guarantor of the Borrower, any other
      Guaranteed Party or others or otherwise act or refrain from acting;

            (iv) settle or compromise any of the Guaranteed Obligations, any
      security therefor or any liability (including any of those hereunder)
      incurred directly or indirectly in respect thereof or hereof, and may
      subordinate the payment of all or any part thereof to the payment of any
      liability (whether due or not) of the Borrower or any other Guaranteed
      Party to creditors of the Borrower or any other Guaranteed Party;

            (v) apply any sums by whomsoever paid or howsoever realized to any
      liability or liabilities of the Borrower or any other Guaranteed Party to
      the Creditors regardless of what liabilities of the Borrower or such other
      Guaranteed Party remain unpaid;

            (vi) release or substitute any one or more endorsers, guarantors,
      Guarantors, the Borrower, any other Guaranteed Party or other obligors;

            (vii) consent to or waive any breach of, or any act, omission or
      default under, the Permitted Hedging Agreements, the Credit Documents or
      any of the instruments or agreements referred to therein, or otherwise
      amend, modify or supplement any of the Permitted Hedging Agreements, the
      Credit Documents or any of such other instruments or agreements; and/or

            (viii) act or fail to act in any manner referred to in this Guaranty
      which may deprive such Guarantor of its right to subrogation against the
      Borrower or any other Guaranteed Party to recover full indemnity for any
      payments made pursuant to this Guaranty.


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            7. No invalidity, irregularity or unenforceability of all or any
part of the Guaranteed Obligations or of any security therefor shall affect,
impair or be a defense to this Guaranty, and this Guaranty shall be primary,
absolute and unconditional notwithstanding the occurrence of any event or the
existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor except payment in full of the Guaranteed
Obligations.

            8. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of any
Creditor in exercising any right, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
expressly specified are cumulative and not exclusive of any rights or remedies
which any Creditor would otherwise have. No notice to or demand on any Guarantor
in any case shall entitle such Guarantor to any other further notice or demand
in similar or other circumstances or constitute a waiver of the rights of any
Creditor to any other or further action in any circumstances without notice or
demand. It is not necessary for any Creditor to inquire into the capacity or
powers of the Borrower, any other Guaranteed Party or any of their respective
Subsidiaries or the officers, directors, partners or agents acting or purporting
to act on its or their behalf, and any indebtedness made or created in reliance
upon the professed exercise of such powers shall be guaranteed hereunder.

            9. Any indebtedness of the Borrower or any other Guaranteed Party
now or hereafter held by any Guarantor is hereby subordinated to the
indebtedness of the Borrower or such other Guaranteed Party to the Creditors;
and such indebtedness of the Borrower or such other Guaranteed Party to any
Guarantor, if the Administrative Agent, after an Event of Default has occurred,
so requests, shall be collected, enforced and received by such Guarantor as
trustee for the Creditors and be paid over to the Creditors on account of the
indebtedness of the Borrower or such other Guaranteed Party to the Creditors,
but without affecting or impairing in any manner the liability of such Guarantor
under the other provisions of this Guaranty. Prior to the transfer by any
Guarantor of any note or negotiable instrument evidencing any indebtedness of
the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor
shall mark such note or negotiable instrument with a legend that the same is
subject to this subordination. Without limiting the generality of the foregoing,
each Guarantor hereby agrees with the Creditors that it will not exercise any
right of subrogation which it may at any time otherwise have as a result of this
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full
in cash.

            10. (a) Each Guarantor waives any right (except as shall be required
by applicable statute and cannot be waived) to require the Creditors to: (i)
proceed against the Borrower, any other Guaranteed Party, any other Guarantor,
any other guarantor of the Borrower or any other person; (ii) proceed against or
exhaust any security held from the Borrower, any other Guaranteed Party, any
other Guarantor, any other guarantor of the Borrower or any other person; or
(iii) pursue any other remedy in the Creditors' power whatsoever. Each Guarantor
waives any defense based on or arising out of any defense of the Borrower, any
other Guaranteed Party, any other Guarantor, any other guarantor of the Borrower
or any other person other than


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payment in full in cash of the Guaranteed Obligations, including, without
limitation, any defense based on or arising out of the disability of the
Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor
of the Borrower or any other person, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower or any other Guaranteed Party, other than
payment in full in cash of the Guaranteed Obligations. The Creditors may, at
their election, foreclose on any security held by the Administrative Agent, the
Collateral Agent or the other Creditors by one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable
(to the extent such sale is permitted by applicable law), or exercise any other
right or remedy the Creditors may have against the Borrower, any other
Guaranteed Party or any other person, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor
waives any defense arising out of any such election by the Creditors, even
though such election operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of such Guarantor against the Borrower,
any other Guaranteed Party or any other person or any security.

            (b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's and each other Guaranteed Party's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks which such Guarantor assumes and incurs hereunder, and agrees that the
Creditors shall have no duty to advise any Guarantor of information known to
them regarding such circumstances or risks.

            (c) Until such time as the Guaranteed Obligations have been paid in
full in cash, each Guarantor hereby waives all contractual, statutory or common
law rights of reimbursement, contribution or indemnity from the Borrower, any
other Guaranteed Party or any other Guarantor which it may at any time otherwise
have as a result of this Guaranty.

            11. If and to the extent that any Guarantor makes any payment to any
Creditor or to any other Person pursuant to or in respect of this Guaranty, any
claim which such Guarantor may have against the Borrower or any other Guaranteed
Party by reason thereof shall be subject and subordinate to the prior payment in
full of the Guaranteed Obligations to each Creditor. Prior to the transfer by
any Guarantor of any note or negotiable instrument evidencing any indebtedness
of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor
shall mark such note or negotiable instrument with a legend that the same is
subject to this subordination.

            12. Each Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Total Commitment and when no Note or
Letter of Credit remains outstanding and all other Credit Document Obligations
have been paid in full (other than those arising from indemnities for which no
request has been made), such Guarantor shall take, or will refrain from taking,
as the case may be, all actions that are necessary to be taken or not taken so
that no violation of any provision, covenant or agreement contained in Section 7
or 8 of the


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Credit Agreement, and so that no Event of Default, is caused by the actions of
such Guarantor or any of its Subsidiaries.

            13. The Guarantors hereby jointly and severally agree to pay all
reasonable and actual out-of-pocket costs and expenses of each Creditor in
connection with the enforcement of this Guaranty and the protection of such
Creditor's rights hereunder, and in connection with any amendment, waiver or
consent relating hereto (including, without limitation, the reasonable and
actual fees and disbursements of counsel employed by the Administrative Agent or
any of the other Creditors). Any reference in this Guaranty, to "fees of
counsel" shall mean the actual and reasonable fees of counsel incurred at
customary and reasonable rates in the jurisdiction in which such counsel
performed its services, not pursuant to any statutory formula or percentage
calculation.

            14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Creditors and their
successors and assigns.

            15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated in any manner whatsoever unless in writing duly
signed by the Administrative Agent (with the consent of (x) the Required Lenders
or, to the extent required by Section 12.12 of the Credit Agreement, all of the
Lenders, at all times prior to the time at which all Credit Document Obligations
have been paid in full, or (y) the holders of at least a majority of the
outstanding Hedging Obligations at all times after the time at which all Credit
Document Obligations have been paid in full) and each Guarantor directly
affected thereby (it being understood that the addition or release of any
Guarantor hereunder shall not constitute a change, waiver, discharge or
termination affecting any Guarantor other than the Guarantor so added or
released); provided, that any change, waiver, modification or variance affecting
the rights and benefits of a single Class (as defined below) of Creditors (and
not all Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors (as defined below) of such Class. For the purpose of
this Guaranty, the term "Class" shall mean each class of Creditors, i.e.,
whether (i) the Lender Creditors as holders of the Credit Document Obligations
or (ii) the Hedging Creditors as holders of the Hedging Obligations. For the
purpose of this Guaranty, the term "Requisite Creditors" of any Class shall mean
each of (i) with respect to the Credit Document Obligations, the Required
Lenders and (ii) with respect to the Hedging Obligations, the holders of at
least a majority of all obligations outstanding from time to time under the
Permitted Hedging Agreements.

            16. Each Guarantor acknowledges that an executed (or conformed) copy
of each of the Credit Documents and the Permitted Hedging Agreements has been
made available to its principal executive officers and such officers are
familiar with the contents thereof.

            17. In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Creditor Law) and not by way of limitation of any such rights, upon
the occurrence and during the continuance of an Event of Default (such term to
mean and include any "Event of Default" as defined in the Credit Agreement and
any payment default under any Permitted Hedging Agreement and shall in any
event, include, without limitation, any payment default on any of the Guaranteed
Obligations continuing after any applicable grace period), each Creditor is
hereby authorized at any time or


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from time to time, without notice to any Guarantor or to any other Person, any
such notice being expressly waived, to set off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time
held or owing by such Creditor to or for the credit or the account of such
Guarantor, against and on account of the obligations and liabilities of such
Guarantor to such Creditor under this Guaranty, irrespective of whether or not
such Creditor shall have made any demand hereunder and although said
obligations, liabilities, deposits or claims, or any of them, shall be
contingent or unmatured. Each Creditor acknowledges and agrees that the
provisions of this Section 17 are subject to the sharing provisions set forth in
Section 12.06(b) of the Credit Agreement.

            18. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex, facsimile transmission or
cable communication) and mailed, telegraphed, telexed, telecopied, cabled or
delivered (including by way of overnight courier) (i) in the case of any Lender
Creditor, as provided in the Credit Agreement, (ii) in the case of any
Guarantor, at its address set forth opposite its signature below and (iii) in
the case of any Hedging Creditor, at such address as such Hedging Creditor shall
have specified in writing to the Guarantor; or, in any case, at such other
address as shall be designated by any party in a written notice to the other
parties hereto. All such notices and communications shall be deemed to have been
duly given or made (i) in the case of any Creditor, when received and (ii) in
the case of any Guarantor, when delivered to such Guarantor in any manner
required or permitted hereunder.

            19. If claim is ever made upon any Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of said Creditors repays all or part of said
amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such Creditor or any of its
property or (ii) any settlement or compromise of any such claim effected by such
Creditor with any such claimant (including the Borrower and each other
Guaranteed Party), then and in such event each Guarantor agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon such
Guarantor, notwithstanding any revocation hereof or the cancellation of any Note
or any Permitted Hedging Agreement or other instrument evidencing any liability
of the Borrower or any other Guaranteed Party, and such Guarantor shall be and
remain liable to such Creditor hereunder for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by any
such Creditor.

            20. (a) This Guaranty and the rights and obligations of the
Creditors and of the undersigned hereunder shall be governed by and construed in
accordance with the law of the state of New York.

            (b) Any legal action or proceeding with respect to this Guaranty or
any other Credit Document to which any Guarantor is a party may be brought in
the courts of the state of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Guaranty,
each Guarantor hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Guarantor further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such Guarantor at its address set forth opposite its


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signature below, such service to become effective 30 days after such mailing.
Each Guarantor hereby irrevocably waives any objection to such service of
process and further irrevocably waives and agrees not to plead or claim in any
action or proceeding commenced hereunder or under any other credit document to
which such Guarantor is a party that service of process was in any way invalid
or ineffective. Each Guarantor hereby irrevocably appoints the Borrower as its
agent for service of process in respect of any such action or proceeding.
Nothing herein shall affect the right of any of the creditors to serve process
in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Guarantor in any other jurisdiction.

            (c) Each Guarantor hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Guaranty or any other
Credit Document brought in the courts referred to in clause (b) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that such action or proceeding brought in any such court has been brought in an
inconvenient forum.

            (d) Each Guarantor hereby irrevocably waives all rights to a trial
by jury in any action, proceeding or counterclaim arising out of or relating to
this Guaranty, the other Credit Documents or the transactions contemplated
hereby or thereby.

            21. In the event that all of the capital stock or other equity
interests of one or more Guarantors is sold or otherwise disposed of (to a
Person other than the Borrower or a Subsidiary thereof) or liquidated in
compliance with the requirements of Section 8.02 of the Credit Agreement (or
such sale, disposition or liquidation has been approved in writing by the
Required Lenders (or all Lenders if required by Section 12.12 of the Credit
Agreement)), such Guarantor shall be released from this Guaranty and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood and agreed that the sale of one or
more Persons that own, directly or indirectly, all of the capital stock or other
equity interests of any Guarantor shall be deemed to be a sale of such Guarantor
for the purposes of this Section 21).

            22. All payments made by any Guarantor hereunder will be made
without setoff, counterclaim or other defense.

            23. This Guaranty may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Administrative
Agent.

            24. It is understood and agreed that any Subsidiary of the Borrower
that is required to execute a counterpart of this Guaranty pursuant to the
Credit Agreement shall automatically become a Guarantor hereunder by executing a
counterpart hereof and delivering the same to the Administrative Agent.


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            25. Notwithstanding anything else to the contrary in this Guaranty,
the Creditors agree that this Guaranty may be enforced only by the action of the
Administrative Agent acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full,
the holders of at least a majority of the outstanding Hedging Obligations), and
that no other Creditor shall have any right individually to seek to enforce or
to enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent or the holders of at least
a majority of the outstanding Hedging Obligations, as the case may be, for the
benefit of the Creditors upon the terms of this Guaranty. The Creditors further
agree that this Guaranty may not be enforced against any director, officer,
employee, or stockholder of any Guarantor (except to the extent such stockholder
is also a Guarantor hereunder). It is understood that the agreement in this
Section 25 is among and solely for the benefit of the Lenders and that if the
Required Lenders so agree (without requiring the consent of any Guarantor), this
Guaranty may be directly enforced by any Creditor.

            26. Each Guarantor hereby confirms that it is its intention that
this Guaranty not constitute a fraudulent transfer or conveyance for purposes of
any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act
or any similar Federal, state of foreign law. To effectuate the foregoing
intention, each Guarantor hereby irrevocably agrees that the Guaranteed
Obligations shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other (contingent or otherwise) liabilities of
such Guarantor that are relevant under such laws, result in the Guaranteed
Obligations of such Guarantor in respect of such maximum amount not constituting
a fraudulent transfer or conveyance.

            27. Amendment and Restatement. Each of the Administrative Agent and
each Guarantor hereby acknowledges and agrees that this Guaranty amends and
restates (and supersedes in its entirety) the Second Amended and Restated
Subsidiary Guaranty.

                                      * * *


                                     - 10 -
<PAGE>

            IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

Address:

P.O. Box 2959                              R.J. REYNOLDS TOBACCO COMPANY,
401 N. Main Street                            as a Guarantor
Winston Salem, NC 27102
Attn: Guy Blynn

                                       By: /s/ Lynn L. Lane
                                           ---------------------------------
                                           Title: SVP and Treasurer

                                        RJR ACQUISITION CORP., as a Guarantor


                                        By: /s/ Caroline M. Price
                                            ---------------------------------
                                            Title: Assistant Treasurer

Accepted and Agreed to:

JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank),
as Administrative Agent for the Lenders

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


</TEXT>
</DOCUMENT>
