RAI Reynolds American (delisted)

As previously reported, on December 18, 2014, Reynolds American Inc. (“RAI”) entered into a Credit Agreement (the “Credit Agreement”) among RAI, as borrower, the various agents thereunder and the lenders party thereto from time to time, as amended by the First Amendment to Credit Agreement, dated October 21, 2015. The Credit Agreement provides for a $2.00 billion senior unsecured revolving credit facility and, as amended by the First Amendment thereto dated as of October 21, 2015, matures on December 18, 2020. Certain of RAI’s subsidiaries guarantee RAI’s obligations under the Credit Agreement.

On October 17, 2016, pursuant to the Credit Agreement, RAI requested that the maturity date of the Credit Agreement be extended by 12 months, to December 18, 2021 (the “Request”). On November 4, 2016, the administrative agent under the Credit Agreement (the “Agent”) notified RAI by a letter (the “Notice”) that the extension of the maturity date as requested had been approved by the lenders and was effective as of the date of the notification, and the Agent and lenders countersigned and returned the Request.

In connection with the maturity date extension, RAI and its guarantor subsidiaries entered into a Second Amendment to Credit Agreement, dated as of November 4, 2016 (the “Amendment”), with the Agent and the lenders party thereto. Pursuant to the Amendment, consistent with current industry standards and conventions, additional provisions were added to address new European Economic Area regulations that give European bank regulators powers to eliminate, convert to equity or otherwise modify failing European financial institutions’ unsecured liabilities (including, for instance, loan commitments).

The agents and lenders under the Credit Agreement, and their respective affiliates, engage in commercial and investment banking, transaction advisory, corporate trust and other commercial dealings with RAI and its affiliates. They receive customary fees and commissions for these business relationships.

The foregoing description of the Request and Notice, and the Amendment, is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.