[Reynolds American Inc. Letterhead]
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]
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| 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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