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8-K - FORM 8-K - REYNOLDS AMERICAN INCd17350d8k.htm
EX-10.1 - EX-10.1 - REYNOLDS AMERICAN INCd17350dex101.htm

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”), dated as of October 21, 2015, 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, amended and restated, supplemented or otherwise modified to, but not including, the First 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;

WHEREAS, the Extension will become effective concurrently with this First Amendment, subject to the substantially simultaneous reallocation of the existing Commitments (the “Reallocation”) pursuant hereto; and

WHEREAS, the Borrower and each Lender desire to amend the Credit Agreement pursuant to Section 9.02 thereof in order to effect the Reallocation as provided in, and subject to the terms and conditions of, this First Amendment, with each Lender committing to provide the amount of the Commitments set forth opposite its name in Schedule 2.01 as amended and restated pursuant to this First Amendment and attached hereto as Annex A.

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 Borrower, the Administrative Agent, each Lender and each Issuing Bank hereby agree that on the First Amendment Effective Date each Lender and each Issuing Bank party hereto shall convert its respective Commitment or LC Commitment, as the case may be, (as in existence immediately prior to the First Amendment Effective Date) into a Commitment or LC Commitment, respectively, in the amount set forth opposite its name on Schedule 2.01 attached


hereto as Annex A, and each Lender shall acquire participations in each Letter of Credit issued and outstanding on such date pursuant to Section 2.04(e) such that each Lender’s participation is equal to its Applicable Percentage (after giving effect to the First Amendment on the First Amendment Effective Date) of the Stated Amount of each such Letter of Credit.

2. 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:

First Amendment” means the First Amendment to Credit Agreement, dated as of October 21, 2015, among the Loan Parties, each Lender party thereto and the Administrative Agent.

First Amendment Effective Date” means the date of the effectiveness of the First Amendment in accordance with Section II(9) thereof.

b. Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Commitment” as follows:

Commitment” means (i) with respect to each Lender immediately prior to the First Amendment Effective Date, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit, the amount of which represents the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, which is set forth under the heading “Commitments” on Schedule 2.01 (as in effect immediately prior to the First Amendment Effective Date), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable, as such Commitment may be increased or reduced from time to time pursuant to Section 2.07, 2.17, 2.19, 9.04 or Article VII, and (ii) with respect to each Lender on and after the First Amendment Effective Date after giving effect to the First Amendment, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit, the amount of which represents the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder which is set forth under the heading “Commitments” on Schedule 2.01 (as amended and restated pursuant to the First Amendment), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable, as such Commitment may be increased or reduced from time to time pursuant to Section 2.07, 2.17, 2.19, 9.04 or Article VII. The aggregate amount of the Lenders’ Commitments both immediately prior to the First Amendment Effective Date and on the First Amendment Effective Date (after giving effect to the First Amendment) is $2,000,000,000.

c. The portion of Schedule 2.01 of the Credit Agreement under the heading “Commitments” is hereby amended and restated as set forth in Schedule 2.01 as attached hereto as Annex A.

 

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SECTION II – Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that:

(a) this First 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 First 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 First 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 First Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

3. This First 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 First 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 FIRST 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.

 

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6. From and after the First 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 First Amendment is a Loan Document.

8. Each Loan Party hereby expressly acknowledges the terms of this First 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 First Amendment and the transactions contemplated hereby and (b) its guarantee of the Guaranteed Obligations under the Subsidiary Guarantee Agreement, as applicable.

9. This First Amendment shall become effective on the date (the “First 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 First 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: Peixuan Wu (email: peixuan.wu@whitcase.com; Facsimile No.: (212) 354-8113);

(b) at the time of and immediately after giving effect to this First 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 First 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 First 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 First

 

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Amendment Effective Date, including, to the extent invoiced a reasonable time prior to the First 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 First Amendment and the related transactions.

[Remainder of page intentionally blank; Signature Pages Follow]

*    *    *

 

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First 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.
401 N. Main St.     Winston-Salem, NC 27101
Winston-Salem, NC 27102     Phone: 336-741-5000
Phone: 336-741-5500     Fax: 336-741-7598
Fax: 336-741-2998      
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     401 N. Main St.
Suite 1402     Winston-Salem, NC 27101
301 N. Market Street     Phone: 336-741-2000
Wilmington, DE 19801     Fax: 336-741-2998
Phone: 302-425-3550      
Fax: 302-425-3554      


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:     Address for Notices:
P.O. Box 688     5106 Tradeport Dr.
401 N. Main St.     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.     P.O. Box 2959
Winston-Salem, NC 27101     401 N. Main St.
Phone: 336-741-2000     Winston-Salem, NC 27102
Fax: 336-741-2998     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     P.O. Box 464
401 N. Main St.     401 N. Main St.
Winston-Salem, NC 27102     Winston-Salem, NC 27102
Phone: 336-741-5700     Phone: 336-741-4500
Fax: 336-741-7598     Fax: 336-741-2998
SANTA FE NATURAL TOBACCO COMPANY, INC., as a Subsidiary Guarantor     LORILLARD LICENSING 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:   Treasurer
Title:   Vice President and Treasurer      
Address for Notices:     Address for Notices:
One Plaza La Prensa     401 N. Main St.
Santa Fe, NM 87507     Winston-Salem, NC 27102
Phone: 505-982-4257     Phone: 336-741-5700
Fax: 505-986-8445     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


SIGNATURE PAGE TO THE FIRST 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
CITIBANK, N.A., as a Lender and Issuing Bank
By:  

/s/ Michael Vondriska

  Name:   Michael Vondriska
  Title:   Vice President


SIGNATURE PAGE TO THE FIRST 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/ Michael Moreno

  Name:   Michael Moreno
  Title:   Authorized Signatory


SIGNATURE PAGE TO THE FIRST 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, an Ohio banking corporation,
as a Lender
By:  

/s/ Mary Ramsey

  Name:   Mary Ramsey
  Title:   Vice President


SIGNATURE PAGE TO THE FIRST 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/ Rebecca Kratz

  Name:   Rebecca Kratz
  Title:   Authorized Signatory


SIGNATURE PAGE TO THE FIRST 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:   Deputy General Manager


SIGNATURE PAGE TO THE FIRST 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/ Simone G. Vinocour McKeever

  Name:   Simone G. Vinocour McKeever
  Title:   Authorized Signatory


SIGNATURE PAGE TO THE FIRST 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 FIRST 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/ Matthew M. Springman

  Name:   Matthew M. Springman
  Title:   Executive Vice President


SIGNATURE PAGE TO THE FIRST 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/ Kay Reedy

  Name:   Kay Reedy
  Title:   Managing Director


SIGNATURE PAGE TO THE FIRST 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 FIRST 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, as a Lender
By:  

/s/ Jeffrey Dears

  Name:   Jeffrey Dears
  Title:   Vice President


SIGNATURE PAGE TO THE FIRST 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 dba FCS COMMERCIAL FINANCE GROUP, as a Lender
By:  

/s/ Daniel J. Best

  Daniel J. Best
  Vice President


SIGNATURE PAGE TO THE FIRST 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 FIRST 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 Company, as a Lender
By:  

/s/ John Canty

  Name:   John Canty
  Title:   Senior Vice President


ANNEX A

Schedule 2.01

Commitments; LC Commitments

Commitments

 

Lender    Commitment  

JPMorgan Chase Bank, N.A.

   $ 174,375,000   

Citibank, N.A.

   $ 174,375,000   

Credit Suisse AG, Cayman Islands Branch

   $ 174,375,000   

Fifth Third Bank

   $ 174,375,000   

Goldman Sachs Bank USA

   $ 174,375,000   

Mizuho Bank, Ltd.

   $ 174,375,000   

Royal Bank of Canada

   $ 174,375,000   

The Bank of Nova Scotia

   $ 174,375,000   

PNC Bank, National Association

   $ 132,500,000   

Wells Fargo Bank, National Association

   $ 132,500,000   

AgFirst Farm Credit Bank

   $ 107,500,000   

The Bank of New York Mellon

   $ 72,500,000   

United FCS, PCA

   $ 60,000,000   

Farm Credit Bank of Texas

   $ 50,000,000   

Northern Trust Company

   $ 50,000,000   

Total

   $ 2,000,000,000   

LC Commitments

 

Lender    Commitment  

JPMorgan Chase Bank, N.A.

   $      50,000,000   

Citibank, N.A.

   $ 50,000,000