09/03/92 11: 15 V 50256882aa Bbri Finance. 20 --- BAT lreasvry 007
THE: Sumrromo BANK. Limrr=
NEw TORK ORANCH
ONE WOFRLv TRADE CENTER, SUrTE 9651
NEw 'YORK, N,Y. 10048
t21V $53 - 0*0
February 21,1992
Mr. James K Caudill
Director of Corporate Finance
Brown & Williamson Tobacco Corporation
1500 Brown & Williamson Tower
P.O. Box 35090
Loouisville. Kentucky 40232
RE: Amended and Restated Receivables
Purghase Agreement. dated as of February 28. 1989
Dear Jim:
Enclosed please find a copy for your files of the executed Second Amendment,
dated as of December 23, 1991.
Pursuant to our discussions retarding the renewal of the Receivables
Purchase facility, we are pleased to offer you an extension from February 28, 1992
to February 28, 1993, subject, to the followmi; terms:
1) Non-Sumitomo Receivables (wU Reca=e)-
(a) The commitment amount is reduced to $50,000,000 from
$100,000,00.
(b) The margin on both the Adjusted Bankers Acceptance Rate and the
Adjusted LIBOR Rate is reduced to .30% from.375%.
2) Sumitomo Receivables (wJthRutRecgu=)1a
(a) The commitment amount Is 11100,000.0006.
(b) The margin on both the Adjusted Bankers Acceptance Rate and the
Adjusted Libor Rate iss- increased to .30% fro=.26%.
Of which $10,000,000 of the Suzaitomo Fteceivables are with recourse to
Brown &- Williamson. C=)
LA
V1
L"i
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT To I VILD. OF
CONSENT JuDGuENr DATED &SM IN STA TE OF MINNESOTA, ET AL. V. PhVLF MORMS, ET AL, C AsE No. C 1 .944ws
50256882-73
09/0-1/92 11,15 V50256$823.' 66W Finance 20 --- BAT :reasury 14008
Page 2
The Non-Sumitomo Receivables commitment amount was reduced to address
B.A.T. Industiies' concern with our need to syndicate the existing facility. We are
prepared with the reduced commitment amount to hold the facility at this time.
If YOU agree to the above terms, the Receivables Purchase Agreement and
Guaranty of B ALT Industries will need to be updated to reflect:
1) The ridension of the maturity date, and
2) The revised comniitment amounts and revised pricing.
The updated Guaranty from B_kT Industries will need to cover the payment
when due of the principal of, interest on, and any other amounts owing in respect of
a) The Non-Sumitomo Receivables ($50 milli=);
b) Up to $10 million of the Sumitomo Receivables;
c) Indemnities, costs, and expenses pur3uant to the Agreement.
If you agree to the above terms of extension, please sign and acknowledge the
attached copy of this letter and forward it to my atteztion. We will then forward
reviwd draft of the amendment to the Agreement and the Guaranty to you mad to
David Egan. at Chadbourne & Parke for review.
We look forward to the opportunity to continue to assist the company in its
ftnancing nt*ds.
SinqaWy,
Laura J. 0
Assistant Vice 'dezt
Presi
Afeed to on -, 1992:
0,
B OWN & WILLIAMSON TOBACCO CORPORATION
Enclosure T\.)
cc: Joseph Glasser
BP3D/4321
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT To VILD. OF
CONSENT JUDGMENT DATED 5/8/98 IN STATE OF AIINNESOTA, ET AL. V- PHILP MORMS, ET AL. CASE No. Cl-94-8565