5025688233
10/13/92 11:05 iMS025688233 SAW Finance, 20 .. BAT Treasury Q 002
THE SUMITOMO BANK, LIMITED
0MV V 01MAJOCH
ONE WORLD TRAVC CZNM. SuIrt 9540
NEW YORK, N. Y. 10048
LALAIRA.I. CUMMINGEP TMAX-M40Y4208111
AMMrA#drV=9 (2?2J55"152 CAMLIL- WJMMWm mgw
October 7, 1992
Mr. Joe F. Glassar
Corporate Finance Xanagor
Brown & Willianson Tobacco Corporation GGT -102
1500 Brown & Willianson Tower
P.O. BOX 35090
Louisville, KY 40232
22: Amended and Restated Receivables Purchase
Agreement, aated " of Tabruary as, 2949
Dear Jost
Attached please find the following draft documents relating to the
extension of the Receivables Purchase Agreement ("Agreement")
referenced above.
'1) A draft (datod 10/6/92) of the Third Amendment to the
Agreement. Notes Section 2.14 Isoorporates the Idea that
futwo extensions or use agrosm"t "a be as" by letter
afreftento
2) A black-lined draft of the Guaranty ft B.A.T Industries,
p1c, marked against the draft dated 9/l/92. Andrea Wei, our
counsel, made a few minor changes to the earlier draft.
3) A draft of the Guaranty, same as 2) above, without the black-
line.
After you havo revieved the attached, please call as with your
comments. After you are satisfied with the documentation, we am
sand a copy to Chadbourne & Park&, and initiate the process of 1)
getting the amended Guaranty signed by B.A.T, wA 2) getting an
opinion from Chadbourne & Park*.
Please call me it you have any questions. I look forward to seeing
you an October 15th.
Sincerely,
enc.
NJ
Ln
B.A.T INDUSTRIES P.L.C. - MMNESO`TA DEPOSITORY COPY PRODUCED PURSUANT To VILD. OF -94-M5
ptaip MoMgjS ET AL, CASE No. C1
OTA fL4L
CONSENT JUDGMENT I)ATEt) 51"S IN STATE OF MINIVES ......