EX-10.2



 EXHIBIT 10.2 

SECOND AMENDMENT TO CREDIT AGREEMENT 

SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”), dated as of November 4, 2016, among REYNOLDS
AMERICAN INC., a North Carolina corporation (the “Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement), the lenders (the “Lenders”) party to the Credit Agreement referred to below and JPMorgan
Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided
such terms in the Credit Agreement. 
 W I T N E S S E T H: 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a 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 to, but not including, the Second Amendment Effective Date (as defined
below), the “Credit Agreement”); 
 WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the
Borrower delivered to the Administrative Agent for distribution to the Lenders a Maturity Date Extension Request (the “Extension Request”), and each Lender party hereto has separately agreed to a one-year extension of the Final
Maturity Date (the “Extension”) by providing a countersigned copy of the Extension Request to the Administrative Agent; and 

WHEREAS, the Extension will become effective concurrently with this Second Amendment. 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION I–
Amendments.
 1. Subject to the satisfaction of the conditions set forth in Section II(9) hereof, the
Credit Agreement is hereby amended as set forth below: 
 a. Section 1.01 of the Credit Agreement is
hereby amended by adding in the appropriate alphabetical order the following new definitions: 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 







 “Bail-In Legislation” means with respect to any
EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “EEA Financial Institution” means (a) any credit institution
or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative
authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor person), as in effect from time to time. 
 “Write Down and
Conversion Powers” means with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 “Second
Amendment” means the Second Amendment to Credit Agreement, dated as of November 4, 2016, among the Loan Parties, each Lender party thereto and the Administrative Agent. 

“Second Amendment Effective Date” means the date of the effectiveness of the Second Amendment
in accordance with Section II(9) thereof. 
 b. Section 1.01 of the Credit Agreement is hereby amended by
amending the definition of “Defaulting Lender” to (i) replace the text “or (d)” with “, (d)” and (ii) insert the following new text immediately prior to the “.” at the end thereof: “or (e) such Lender
becomes the subject of a Bail-In Action”. 







 c. Article IX of the Credit Agreement is hereby amended by
inserting the following new Section 9.18 immediately following Section 9.17 thereof: 
 9.18 Acknowledgement and Consent
to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by: 
  

	 	(1)	 the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 


  

	 	(2)	 the effects of any Bail-In Action on any such liability, including, if applicable: 



 

	 	(a)	 a reduction in full or in part or cancellation of any such liability; 



 

	 	(b)	 a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 


  

	 	(c)	 the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion
Powers of any EEA Resolution Authority. 


 SECTION II – Miscellaneous
Provisions.
 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby
represents and warrants that: 
 (a) this Second Amendment has been duly authorized, executed and delivered
by each Loan Party party hereto, and constitutes a legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; 

(b) at the time of and immediately after giving effect to this Second Amendment, no Default or Event of Default
shall have occurred and be continuing; and 
 (c) the representations and warranties made by any Loan Party
in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent any such representation or warranty speaks only as of a previous date, in which case it was








 
true and correct in all material respects on and as of such date); provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse
Effect” or similar language shall be true and correct in all respects on such respective dates. 
 2. The Credit
Agreement, as specifically amended by this Second Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

3. This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Loan Document. 
 4. This Second Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent. 
 5. THIS SECOND AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

6. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Loan
Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as amended hereby. 
 7. This
Second Amendment is a Loan Document. 
 8. Each Loan Party hereby expressly acknowledges the terms of this Second Amendment
and reaffirms, as of the date hereof, (a) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately prior to giving effect to this Second
Amendment and the transactions contemplated hereby and (b) its guarantee of the Guaranteed Obligations under the Subsidiary Guarantee Agreement, as applicable.

9. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when:

 (a) each of the Loan Parties, the Lenders and the Administrative Agent shall have executed and delivered a
copy of this Second Amendment (including by way of email or facsimile transmission) of the same to White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036, Attention: Misha Ross (email: misha.ross@whitcase.com; Facsimile
No.: (212) 354-8113); 







 (b) at the time of and immediately after giving effect to this
Second Amendment, no Default or Event of Default shall have occurred and be continuing; 
 (c) the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent any such representation or warranty
speaks only as of a previous date, in which case it was true and correct in all material respects on and as of such date); provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse
Effect” or similar language shall be true and correct in all respects on such respective dates; 
 (d)
The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by the president, a vice president or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (b) and (c) of this Section II(9); and 
 (e) The Administrative Agent shall have received
all fees and other amounts due and payable to the Administrative Agent on or prior to the Second Amendment Effective Date, including, to the extent invoiced a reasonable time prior to the Second Amendment Effective Date, reimbursement or payment of
all out-of-pocket expenses of the Administrative Agent required to be reimbursed or paid by the Borrower pursuant to the terms of the Credit Agreement or as otherwise
separately agreed in writing in connection with this Second Amendment and the related transactions. 
 [Remainder of page intentionally
blank; Signature Pages Follow] 
 *    *    * 







 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Second Amendment to be duly executed and delivered as of the date first above written. 
  

					
	 REYNOLDS AMERICAN INC., as the Borrower

		
	 By:
	 	 /s/ Daniel A. Fawley

		 	 Name:
	 	 Daniel A. Fawley

		 	 Title:
	 	 Senior Vice President and Treasurer











									
	 R. J. REYNOLDS TOBACCO HOLDINGS, INC., as a Subsidiary Guarantor
	 		 	 R.J. REYNOLDS TOBACCO CO., as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Daniel A. Fawley
	 		 	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley
	 		 	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Senior Vice President and Treasurer
	 		 	 Title:
	 	 Vice President and Treasurer

			
	 Address for Notices:
	 		 	 Address for Notices:

	 P.O. Box 2866

401 N. Main St.
 Winston-Salem, NC
27102
 Phone: 336-741-5500

Fax: 336-741-2998
	 		 	 401 N. Main St.

Winston-Salem, NC 27101

Phone: 336-741-5000

Fax: 336-741-7598

			
	 REYNOLDS FINANCE COMPANY, as a Subsidiary Guarantor
	 		 	 CONWOOD HOLDINGS, INC., as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Caroline M. Price
	 		 	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Caroline M. Price
	 		 	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 President
	 		 	 Title:
	 	 Vice President and Treasurer

			
	 Address for Notices:
	 		 	 Address for Notices:

	 Farmers Bank Building

Suite 1402
 301 N. Market
Street
 Wilmington, DE 19801

Phone: 302-425-3550

Fax: 302-425-3554
	 		 	 401 N. Main St.

Winston-Salem, NC 27101

Phone: 336-741-2000

Fax: 336-741-2998

			
	 R. J. REYNOLDS GLOBAL PRODUCTS, INC., as a Subsidiary Guarantor
	 		 	 AMERICAN SNUFF COMPANY, LLC, as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Daniel A. Fawley
	 		 	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley
	 		 	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Vice President and Treasurer
	 		 	 Title:
	 	 Vice President and Treasurer

			
	 Address for Notices:

P.O. Box 688
 401 N. Main
St.
	 		 	 Address for Notices:

5106 Tradeport Dr.
 Memphis, TN
38141

	 Winston-Salem, NC 27102
	 		 	 Phone: 901-761-2050

	 Phone: 336-741-5500
	 		 	 Fax: 336-728-0396

	 Fax: 336-741-2998
	 		 	









									
	 ROSSWIL LLC, as a Subsidiary Guarantor
	 		 	 R. J. REYNOLDS TOBACCO COMPANY, as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Daniel A. Fawley
	 		 	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley
	 		 	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Vice President and Treasurer
	 		 	 Title:
	 	 Treasurer

			
	 Address for Notices:
	 		 	 Address for Notices:

	 401 N. Main St.

Winston-Salem, NC 27101

Phone: 336-741-2000

Fax: 336-741-2998
	 		 	 P.O. Box 2959

401 N. Main St.
 Winston-Salem, NC
27102
 Phone: 336-741-5000

Fax: 336-741-7598

			
	 REYNOLDS INNOVATIONS INC., as a Subsidiary Guarantor
	 		 	 RAI SERVICES COMPANY, as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Daniel A. Fawley
	 		 	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley
	 		 	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Treasurer
	 		 	 Title:
	 	 Senior Vice President and Treasurer

			
	 Address for Notices:
	 		 	 Address for Notices:

	 P.O. Box 685

401 N. Main St.
 Winston-Salem, NC
27102
 Phone: 336-741-5700

Fax: 336-741-7598
	 		 	 P.O. Box 464

401 N. Main St.
 Winston-Salem, NC
27102
 Phone: 336-741-4500

Fax: 336-741-2998

				
	 SANTA FE NATURAL TOBACCO COMPANY, INC., as a Subsidiary Guarantor
	 		 		 	
					
	 By:
	 	 /s/ Daniel A. Fawley
	 		 		 	
	 Name:
	 	 Daniel A. Fawley
	 		 		 	
	 Title:
	 	 Vice President and Treasurer
	 		 		 	
				
	 Address for Notices:
	 		 		 	
	 One Plaza La Prensa

Santa Fe, NM 87507

Phone: 505-982-4257

Fax: 505-986-8445
	 		 		 	









			
	 LORILLARD LICENSING COMPANY LLC, as a Subsidiary Guarantor

		
	 By:
	 	 /s/ Daniel A. Fawley

	 Name:
	 	 Daniel A. Fawley

	 Title:
	 	 Treasurer

	
	 Address for Notices:

	 401 N. Main St.

Winston-Salem, NC 27102

Phone: 336-741-5700

Fax: 336-741-7598









 
					
	 JPMORGAN CHASE BANK, N.A. as Administrative Agent

		
	 By:
	 	 /s/ Tony Yung

		 	 Name:
	 	 Tony Yung

		 	 Title:
	 	 Executive Director

	
	 JPMORGAN CHASE BANK, N.A. as a Lender and as an Issuing Bank

		
	 By:
	 	 /s/ Tony Yung

		 	 Name:
	 	 Tony Yung

		 	 Title:
	 	 Executive Director










 
					
	 CITBANK, N.A. as a Lender and as an Issuing Bank

		
	 By:
	 	 /s/ Michael Vondriska

		 	 Name:
	 	 Michael Vondriska

		 	 Title:
	 	 Vice President










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 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










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 FIFTH THIRD BANK, as a Lender

		
	 By:
	 	 /s/ Mary J. Ramsey

		 	 Name:
	 	 Mary J. Ramsey

		 	 Title:
	 	 Vice President










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 GOLDMAN SACHS BANK USA, as a Lender

		
	 By:
	 	 /s/ Annie Carr

		 	 Name:
	 	 Annie Carr

		 	 Title:
	 	 Authorized Signatory










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 Mizuho Bank, Ltd., as a Lender

		
	 By:
	 	 /s/ James Fayen

		 	 Name:
	 	 James Fayen

		 	 Title:
	 	 Managing Director










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 ROYAL BANK OF CANADA, as a Lender

		
	 By:
	 	 /s/ Nikhil Madhok

		 	 Name:
	 	 Nikhil Madhok

		 	 Title:
	 	 Authorized Signatory










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 THE BANK OF NOVA SCOTIA, as a Lender

		
	 By:
	 	 /s/ Michael Grad

		 	 Name:
	 	 Michael Grad

		 	 Title:
	 	 Director










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	 By:
	 	 /s/ Jessica F. Sidhom

		 	 Name:
	 	 Jessica F. Sidhom

		 	 Title:
	 	 Managing Director










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 Wells Fargo Bank, N.A., as a Lender

		
	 By:
	 	 /s/ Beth Rue

		 	 Name:
	 	 Beth Rue

		 	 Title:
	 	 Director










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 AGFIRST FARM CREDIT BANK, as a Lender

		
	 By:
	 	 /s/ Steven J. O’Shea

		 	 Name:
	 	 Steven J. O’Shea

		 	 Title:
	 	 Vice President










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 The Bank of New York Mellon Corporation, as a Lender

		
	 By:
	 	 /s/ Daniel Koller

		 	 Name:
	 	 Daniel Koller

		 	 Title:
	 	 Authorized Signatory










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 UNITED FCS, PCA, as a Lender

		
	 By:
	 	 /s/ Daniel J. Best

		 	 Name:
	 	 Daniel J. Best

		 	 Title:
	 	 Vice President










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 FARM CREDIT BANK OF TEXAS, as a Lender

		
	 By:
	 	 /s/ Alan Robinson

		 	 Name:
	 	 Alan Robinson

		 	 Title:
	 	 Vice President










 
					
	 SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AMONG
REYNOLDS AMERICAN INC., EACH LENDER PARTY TO THE CREDIT AGREEMENT AND JP MORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

	
	 Northern Trust Corporation, as a Lender

		
	 By:
	 	 /s/ John Canty

		 	 Name:
	 	 John Canty

		 	 Title:
	 	 Senior Vice President