ITEM 1.01. Entry into a Material Definitive Agreement.
Effective July 6, 2009, Reynolds American Inc., referred to as RAI, entered into a Second Amendment to Credit Agreement, referred to as the Second Amendment, amending RAI's Fifth Amended and Restated Credit Agreement, dated June 28, 2007 (as amended by a First Amendment, effective March 31, 2008, referred to as the Credit Agreement). Subject to its specific terms and provisions, the Second Amendment amends the Credit Agreement by, among other things: (1) terminating the revolving loan commitment of Lehman Commercial Paper Inc., referred to as LCPI, and thereby reducing the total revolving loan commitment under the Credit Agreement from $550 million to $498 million,
(2) amending the definition of "Lender Default" and certain related definitions,
(3) granting RAI the right under certain circumstances to terminate the revolving loan commitment of a Defaulting Lender, as defined in the Credit Agreement, if RAI is unable to replace such Defaulting Lender and (4) otherwise clarifying the rights and responsibilities of the parties to the Credit Agreement upon the occurrence of a Lender Default. As previously disclosed, LCPI filed for protection under Chapter 11 of the federal Bankruptcy Code on October 5, 2008. The foregoing summary of the Second Amendment is qualified in its entirety by the full text of the Second Amendment, a copy of which is attached to this Report as Exhibit 10.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following is filed as an Exhibit to this Report.

Number Exhibit

10.1 Second Amendment to Credit Agreement, dated as of June 30, 2009.

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