0001193125-08-223004 Sample Contracts

AMENDMENT NO. 1 TO THE 364-DAY BRIDGE LOAN AGREEMENT
Day Bridge Loan Agreement • November 3rd, 2008 • Altria Group, Inc. • Cigarettes • New York

THIS AMENDMENT NO. 1, dated as of October 31, 2008 (this “Amendment”) by and among ALTRIA GROUP, INC., as borrower (“Altria”), the Lenders party hereto and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman Sachs”) and J.P. MORGAN SECURITIES INC. (“JPMorgan”), as joint lead arrangers and joint bookrunners, is an amendment to that certain US$4,000,000,000 364-Day Bridge Loan Agreement, dated as of January 28, 2008 (the “Bridge Loan Agreement”), by and among Altria, the Lenders party thereto, GOLDMAN SACHS and LEHMAN COMMERCIAL PAPER INC., as administrative agents (the “Administrative Agents”), JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as syndication agents (the “Syndication Agents”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH and DEUTSCHE BANK SECURITIES INC., as arrangers and documentation agents (the “Arrangers and Documentation Agents”).

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