Amendment No. 1 to Distribution Agreement among R.J. Reynolds Tobacco Holdings, Inc., RJR Acquisition Corp., and R.J. Reynolds Tobacco Company

Summary

This amendment, dated June 28, 2001, modifies the Distribution Agreement originally signed on May 12, 1999, between R.J. Reynolds Tobacco Holdings, Inc., RJR Acquisition Corp. (as successor to Nabisco Group Holdings Corp.), and R.J. Reynolds Tobacco Company. The amendment deletes several articles from the original agreement, including those related to restructuring, distribution, employee benefits, certain covenants, access to information, and other agreements. Only Articles 7, 8, and 10 of the original agreement remain in effect. The amendment is signed by authorized representatives of all parties.

EX-2.1 3 g70678ex2-1.txt AMENDMENT #1 TO DISTRIBUTION AGREEMENT 1 EXHIBIT 2.1 AMENDMENT NO. 1 dated as of June 28, 2001 TO THE DISTRIBUTION AGREEMENT dated as of May 12, 1999 among RJR NABISCO HOLDINGS CORP. (to be renamed "Nabisco Group Holdings Corp.") RJR NABISCO, INC. (to be renamed "R.J. Reynolds Tobacco Holdings, Inc.") and R.J. REYNOLDS TOBACCO COMPANY 2 AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT, dated as of June 28, 2001 (the "Amendment"), by and between R.J. Reynolds Tobacco Holdings, Inc. ("RJR"), RJR Acquisition Corp., as successor in interest to Nabisco Group Holdings Corp. ("Acquisition"), and R.J. Reynolds Tobacco Company ("RJRT"). Recitals WHEREAS, RJR Nabisco Holdings Corp. (renamed "Nabisco Group Holdings Corp." ("NGH")), RJR and RJRT entered into that certain Distribution Agreement, dated as of May 12, 1999 (the "Distribution Agreement") setting forth certain rights and obligations among the parties thereto; WHEREAS, Acquisition acquired NGH in December 2000; WHEREAS, Philip Morris Companies Inc. acquired Nabisco Holdings Corp. in December 2000; WHEREAS, RJR, Acquisition, as successor in interest to NGH, and RJRT desire to amend the Distribution Agreement; NOW, THEREFORE, the parties hereto agree as follows: Article 1: --------- Section 1.01 The following articles are hereby deleted in their entirety: Article 2: Restructuring Article 3: The Distribution Article 4: Employee Benefits Article 5: Certain RJRN Covenants Article 6: Access to Information Article 9: Certain Other Agreements Section 1.02 Article 1 is hereby amending by deleting the definitions of all capitalized terms not used in Articles 7, 8 and 10 of the Distribution Agreement. Section 1.03 Articles 7, 8 and 10 shall remain in full force and effect in accordance with the terms of the Distribution Agreement. 3 IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above. R. J. REYNOLDS TOBACCO HOLDINGS, INC. By: /s/ McDara P. Folan, III ------------------------------------------ Name: McDara P. Folan, III Title: Vice President, Deputy General Counsel and Secretary RJR ACQUISITION CORP. By: /s/ Charles A. Blixt ------------------------------------------ Name: Charles A. Blixt Title: President R. J. REYNOLDS TOBACCO COMPANY By: /s/ Lynn L. Lane ------------------------------------------ Name: Lynn L. Lane Title: Senior Vice President and Treasurer