EX-10.1



 EXHIBIT 10.1 

[Reynolds American Inc. Letterhead] 

October 17, 2016 
 To: 

JPMORGAN CHASE BANK, N.A. 
 as Administrative
Agent for the Lenders 
 500 Stanton Christiana Road, Ops 2, Floor 03 

Newark, Delaware 19713 
 Attention: Chelsea Hamilton 

Telecopy No.: (201) 244-3577 
  

	Re:	 REYNOLDS AMERICAN INC. CREDIT AGREEMENT – MATURITY DATE EXTENSION REQUEST



 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of December 18, 2014 (as amended, restated, modified and/or
supplemented through the date hereof, the “Credit Agreement”), among Reynolds American Inc., as the Borrower (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and
JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Except as otherwise defined in this letter, all capitalized terms used herein and defined in the Credit Agreement shall be used
herein as therein defined. 
 In accordance with Section 2.20 (Maturity Date Extensions) of the Credit Agreement, the
Borrower hereby requests that the Final Maturity Date be extended from December 18, 2020 to December 18, 2021 (the “Extension”). 

If on or before November 18, 2016 (the “Extension Response Date”) and unless such Extension Response Date is
extended pursuant to the terms of Section 2.20 of the Credit Agreement, the Administrative Agent receives (including by way of facsimile or other electronic transmission) a countersigned copy of this letter from Continuing Lenders which are not
Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders, the Extension shall automatically become effective. 

For the avoidance of doubt, a Lender’s Maturity Date shall not be extended beyond December 18, 2020 pursuant to
Section 2.20 of the Credit Agreement in respect of any (x) Lender that is a Non-Continuing Lender at the date hereof and (y) Lender that is a Continuing Lender at the date hereof that does not provide its consent to the Extension by the
Extension Response Date. 
 [signature page follows] 







 
			
	 Very truly yours,

	
	 REYNOLDS AMERICAN INC., as Borrower

		
	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Senior Vice President and Treasurer










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 JPMORGAN CHASE BANK, N.A., as a Lender

		
	 By:
	 	 /s/ Tony Yung

	 Name:
	 	 Tony Yung

	 Title:
	 	 Executive Director










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 CITIBANK, N.A., as a Lender

		
	 By:
	 	 /s/ Michael Vondriska

	 Name:
	 	 Michael Vondriska

	 Title:
	 	 Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

		
	 By:
	 	 /s/ Robert Hetu

	 Name:
	 	 Robert Hetu

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ Lingzi Huang

	 Name:
	 	 Lingzi Huang

	 Title:
	 	 Authorized Signatory










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 FIFTH THIRD BANK, as a Lender

		
	 By:
	 	 /s/ Mary Ramsey

	 Name:
	 	 Mary Ramsey

	 Title:
	 	 Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 GOLDMAN SACHS BANK USA, as a Lender

		
	 By:
	 	 /s/ Annie Carr

	 Name:
	 	 Annie Carr

	 Title:
	 	 Authorized Signatory










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 MIZUHO BANK, LTD., as a Lender

		
	 By:
	 	 /s/ James R. Fayen

	 Name:
	 	 James R. Fayen

	 Title:
	 	 Managing Director










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 ROYAL BANK OF CANADA, as a Lender

		
	 By:
	 	 /s/ Nikhil Madhok

	 Name:
	 	 Nikhil Madhok

	 Title:
	 	 Authorized Signatory










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 THE BANK OF NOVA SCOTIA, as a Lender

		
	 By:
	 	 /s/ Michael Grad

	 Name:
	 	 Michael Grad

	 Title:
	 	 Director










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	 By:
	 	 /s/ Nicholas Fernandez

	 Name:
	 	 Nicholas Fernandez

	 Title:
	 	 Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

		
	 By:
	 	 /s/ Beth Rue

	 Name:
	 	 Beth Rue

	 Title:
	 	 Director










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 AGFIRST FARM CREDIT BANK, as a Lender

		
	 By:
	 	 /s/ Leighton C. McLendon

	 Name:
	 	 Leighton C. McLendon

	 Title:
	 	 Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 THE BANK OF NEW YORK MELLON, as a Lender

		
	 By:
	 	 /s/ Daniel Koller

	 Name:
	 	 Daniel Koller

	 Title:
	 	 Authorized Signatory










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 UNITED FCS, PCA, as a Lender

		
	 By:
	 	 /s/ Warren Shoen

	 Name:
	 	 Warren Shoen

	 Title:
	 	 Senior Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 FARM CREDIT BANK OF TEXAS, as a Lender

		
	 By:
	 	 /s/ Alan Robinson

	 Name:
	 	 Alan Robinson

	 Title:
	 	 Vice President










 The undersigned, as a Lender, consents to the requested extension. 

 

			
	 NORTHERN TRUST COMPANY, as a Lender

		
	 By:
	 	 /s/ Jeffrey B. Clark

	 Name:
	 	 Jeffrey B. Clark

	 Title:
	 	 Senior Vice President










 EXECUTION VERSION 

JPMORGAN CHASE BANK, N.A. 

383 Madison Avenue 
 New
York, NY 10179 
 NOTICE OF EXTENSION OF MATURITY DATE 

November 4, 2016 
 To: 

Reynolds American Inc. 

Citibank, N.A. 

Credit Suisse AG, Cayman Islands Branch 

Fifth Third Bank 

Goldman Sachs Bank USA 

Mizuho Bank, Ltd. 

Royal Bank of Canada 

The Bank of Nova Scotia 

PNC Bank, National Association 

Wells Fargo Bank, National Association 

AgFirst Farm Credit Bank 

The Bank of New York Mellon 

United FCS, PCA 

Farm Credit Bank of Texas 

Northern Trust Company 







 Ladies and Gentlemen: 

Reference is made to (i) that certain Credit Agreement, dated as of December 18, 2014 (as amended by the First Amendment to
Credit Agreement, dated as of October 21, 2015, and as may be further amended, restated, modified and/or supplemented through the date hereof, the “Credit Agreement”), among Reynolds American Inc. as the Borrower (the
“Borrower”), the lenders party thereto from time to time as Lenders and JPMorgan Chase Bank, N.A. as Administrative Agent (in such capacity, the “Administrative Agent”) and (ii) the letter from the Borrower to the
Administrative Agent requesting an extension of the Final Maturity Date under the Credit Agreement referred to therein which was posted to the Lenders on October 25, 2016 (the “Maturity Date Extension Request Letter”). 

In accordance with Section 2.20 (Maturity Date Extensions) of the Credit Agreement, we hereby notify you that the Final
Maturity Date has been extended from December 18, 2020 to December 18, 2021 pursuant to the Maturity Date Extension Request Letter. 

[Signature page to follow] 

  
 2 








 
					
	 Very truly yours,

	
	 JPMorgan Chase Bank N.A., as Administrative Agent

		
	 By:
	 	 /s/ Tony Yung

			
		 	 Name:
	 	 Tony Yung

		 	 Title:
	 	 Executive Director




  
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