Us$ 4,000,000,000 364-day Bridge Loan Agreement

Exhibit 10.1

U.S.$4,000,000,000

364-DAY BRIDGE LOAN AGREEMENT Dated as of January 28, 2008

Among

ALTRIA GROUP, INC.

and

THE INITIAL LENDERS NAMED HEREIN

and

GOLDMAN SACHS CREDIT PARTNERS L.P.

and

LEHMAN COMMERCIAL PAPER INC. as Administrative Agents

and

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A.

as Syndication Agents

and

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

and

DEUTSCHE BANK SECURITIES INC.

as Arrangers and Documentation Agents

* * * * * * * * * *

GOLDMAN SACHS CREDIT PARTNERS L.P.

and

LEHMAN BROTHERS INC.

as Joint Lead Arrangers and Bookrunners

Table of Contents

Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.01. Certain Defined Terms 1 Section 1.02. Computation of Time Periods 9 Section 1.03. Accounting Terms 10 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES 10 Section 2.01. The Advances 10 Section 2.02. Making the Advances 10 Section 2.03. Repayment of Advances 12 Section 2.04. Interest on Advances 12 Section 2.05. Additional Interest on LIBO Rate Advances 12 Section 2.06. Conversion of Advances 12 Section 2.07. LIBO Rate Determination 13 Section 2.08. Fee 14 Section 2.09. Termination or Reduction of the Commitments 14 Section 2.10. Prepayments 15 Section 2.11. Increased Costs 16 Section 2.12. Illegality 17 Section 2.13. Payments and Computations 17 Section 2.14. Taxes 18 Section 2.15. Sharing of Payments, Etc 20 Section 2.16. Evidence of Debt 20 Section 2.17. Use of Proceeds 21 ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING 21 Section 3.01. Conditions Precedent to Effectiveness 21 Section 3.02. Conditions Precedent to Each Borrowing 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES 23 Section 4.01. Representations and Warranties of Altria 23


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Table of Contents

(continued)

Page ARTICLE V COVENANTS OF ALTRIA 24 Section 5.01. Affirmative Covenants 24 Section 5.02. Negative Covenants 26 ARTICLE VI EVENTS OF DEFAULT 27 Section 6.01. Events of Default 27 Section 6.02. Lenders' Rights upon Event of Default 29 ARTICLE VII THE ADMINISTRATIVE AGENTS 29 Section 7.01. Authorization and Action 29 Section 7.02. Administrative Agents' Reliance, Etc 30 Section 7.03. Goldman Sachs, Lehman and Affiliates 30 Section 7.04. Lender Credit Decision 31 Section 7.05. Indemnification 31 Section 7.06. Successor Administrative Agents 31 Section 7.07. Syndication Agents and Arrangers and Documentation Agents 32 ARTICLE VIII MISCELLANEOUS 32 Section 8.01. Amendments, Etc 32 Section 8.02. Notices, Etc 32 Section 8.03. No Waiver; Remedies 34 Section 8.04. Costs and Expenses 34 Section 8.05. Right of Set-Off 35 Section 8.06. Binding Effect 35 Section 8.07. Assignments and Participations 35 Section 8.08. Governing Law 38 Section 8.09. Execution in Counterparts 38 Section 8.10. Jurisdiction, Etc 38 Section 8.11. Confidentiality 39 Section 8.12. Integration 39 Section 8.13. USA Patriot Act Notice 39


ii

Table of Contents

(continued)

SCHEDULE Schedule I - List of Applicable Lending Offices EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D-1 - Form of Opinion of Counsel for Altria Exhibit D-2 - Form of Opinion of Counsel for Altria Exhibit E - Form of Confidentiality Agreement


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364-DAY BRIDGE LOAN AGREEMENT

Dated as of January 28, 2008

ALTRIA GROUP, INC., a Virginia corporation (" Altria" ), the banks, financial institutions and other institutional lenders (the " Initial Lenders" ) listed on the signature pages hereof, and GOLDMAN SACHS CREDIT PARTNERS L.P. (" Goldman Sachs" ) and LEHMAN COMMERCIAL PAPER INC. (" Lehman" ), as administrative agents (each, in such capacity, an " Administrative Agent" ), JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as syndication agents (each, in such capacity, a " Syndication Agent" ) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH and DEUTSCHE BANK SECURITIES INC., as arrangers and documentation agents (each, in such capacity, an " Arranger and Documentation Agent" ) for the Lenders (as hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): " Advance" means an advance by a Lender to Altria as part of a Borrowing and refers to a Base Rate Advance or a LIBO Rate Advance (each of which shall be a " Type" of Advance).

" Agents" means each Administrative Agent, each Syndication Agent and each Arranger and Documentation Agent.

" Applicable Facility Fee Rate" means a percentage per annum equal to 0.1000%.

" Applicable Interest Rate Margin" means a percentage per annum equal to 0.4500%.

" Applicable Lending Office" means, with respect to each Lender, such Lender' s Domestic Lending Office or Eurodollar Lending Office.

" Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by Goldman Sachs, as Administrative Agent, in substantially the form of Exhibit C hereto. " Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i) the rate of interest announced publicly by JPMorgan Chase in New York, New York, from time to time, as JPMorgan Chase' s prime rate; and

(ii) 1/2 of one percent per annum above the Federal Funds Effective Rate.

" Base Rate Advance" means an Advance that bears interest as provided in Section 2.04(a)(i).

" Board" means the Board of Governors of the Federal Reserve System of the United States (or any successor).

" Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

" Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any LIBO Rate Advances on which dealings are carried on in the London interbank market and banks are open for business in London.

" Capital Markets Financing Transaction" means the sale for cash or cash equivalents, in a public offering registered under the Securities Act of 1933, as amended, or an offering exempt from registration pursuant to Section 4(2), Rule 144A or Regulation S thereunder, of capital stock issued by Altria or notes, debentures or other debt securities issued by or guaranteed by Altria having a maturity in excess of one year, offered in the domestic or foreign capital markets.

" Commitment" means as to any Lender (i) the Dollar amount set forth opposite such Lender' s name on Schedule I hereto or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by Goldman Sachs, as Administrative Agent, pursuant to Section 8.07(d), in each case as such amount may be reduced pursuant to Section 2.09. " Consolidated EBITDA" means, for any accounting period, the consolidated net earnings (or loss) of Altria and its Subsidiaries plus, without duplication and to the extent included as a separate item on Altria' s consolidated statements of earnings or consolidated statements of cash flows in the case of clauses (a) through (e) for such period, the sum of (a) provision for income taxes, (b) interest and other debt expense, net, (c) depreciation expense, (d) amortization of intangibles, (e) any extraordinary, unusual or non-recurring expenses or losses or any similar expense or loss subtracted from " Gross profit" in the calculation of " Operating income" and (f) the portion of loss included on Altria' s consolidated statements of earnings of any Person (other than a Subsidiary of Altria) in which Altria or any of its Subsidiaries has an ownership interest and any cash that is actually received by Altria or such Subsidiary from such Person in the form of dividends or similar distributions, and minus , without duplication, the sum of (x) to the extent included as a separate item on Altria' s consolidated statements of earnings for such period, any extraordinary, unusual or non-recurring income or gains or any similar income or gain added to " Gross profit" in the calculation of " Operating income," and (y) the portion of income included on Altria' s consolidated statements of earnings of any Person (other than a Subsidiary of Altria) in which Altria or any of its Subsidiaries has an ownership interest, except to the extent that any cash is actually received by Altria or such Subsidiary from such Person in the form of dividends or similar distributions, all as determined on a consolidated basis in accordance with accounting principles generally


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accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2006, then such new accounting principle shall not be used in the determination of Consolidated EBITDA. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated EBITDA for any quarter in such year by more than 10%.

" Consolidated Interest Expense" means, for any accounting period, total interest expense of Altria and its Subsidiaries with respect to all outstanding Debt of Altria and its Subsidiaries during such period, all as determined on a consolidated basis for such period and in accordance with accounting principles generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2006, then such new accounting principle shall not be used in the determination of Consolidated Interest Expense. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Interest Expense for any quarter in such year by more than 10%. " Consolidated Tangible Assets" means the total assets appearing on a consolidated balance sheet of Altria and its Subsidiaries, less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries, all as determined in accordance with accounting principles generally accepted in the United States, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2006, then such new accounting principle shall not be used in the determination of Consolidated Tangible Assets. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Tangible Assets at any quarter in such year by more than 10%.

" Convert ," " Conversion" and " Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.06, 2.07 or 2.12.

" Debt" means, without duplication, (a) indebtedness for borrowed money or for the deferred purchase price of property or services, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) obligations as lessee under leases that, in accordance with accounting principles generally accepted in the United States, are recorded as capital leases, (c) obligations as an account party or applicant under letters of credit (other than trade letters of credit incurred in the ordinary course of business) to the extent such letters of credit are drawn and not reimbursed within five Business Days of such drawing, (d) the aggregate principal (or equivalent) amount of financing raised through outstanding securitization financings of accounts receivable, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss (including by way of (i) granting a security interest or other Lien on property or (ii) having a reimbursement obligation under or in respect of a letter of credit or similar arrangement


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(to the extent such letter of credit is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation), in either case in respect of, indebtedness or obligations of any other Person of the kinds referred to in clause (a), (b), (c) or (d) above). For the avoidance of doubt, the following shall not constitute " Debt" for purposes of this Agreement: (A) any obligation that is fully non-recourse to Altria or any of its Subsidiaries, (B) intercompany debt of Altria or any of its Subsidiaries, (C) any appeal bond or other arrangement to secure a stay of execution on a judgment or order, provided that any such appeal bond or other arrangement issued by a third party in connection with such arrangement shall constitute Debt to the extent Altria or any of its Subsidiaries has a reimbursement obligation to such third party that is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation, (D) unpaid judgments, or (E) defeased indebtedness.

" Debt Facility" shall mean any debt facility with a term exceeding 364-days entered into by Altria after the Effective Date in the commercial bank market, other than the issuance of commercial paper or other short-term debt programs, or any domestic or foreign working capital facility. " Default" means any event specified in Section 6.01 that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

" Dollars" and the " $" sign each means lawful currency of the United States of America.

" Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to Altria and Goldman Sachs, as Administrative Agent.

" Earnings Before Income Taxes" means, for any accounting period, income or loss from continuing operations for such period, as determined in accordance with accounting principles generally accepted in the United States, plus total federal, state and foreign income taxes which have been included in the determination of earnings or losses from continuing operations for such period in accordance with accounting principles generally accepted in the United States and amounts which, in the determination of earnings or losses from continuing operations for such period, have been deducted for the items referred to in the definition of the term " Fixed Charges," except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2006, then such new accounting principle shall not be used in the determination of Earnings Before Income Taxes. A material change in an accounting principle is one that, in the year of its adoption, changes Earnings Before Income Taxes or Fixed Charges for any quarter in such year by more than 10%. " Effective Date" has the meaning specified in Section 3.01.

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" Eligible Assignee" means any Person approved in advance in writing by Altria, which approval shall not be unreasonably withheld and shall be notified to Goldman Sachs, as Administrative Agent; provided that no such consent will be required if an Event of Default described in Sections 6.01(a) or (e) has occurred and is continuing.

" ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of Altria' s controlled group, or under common control with Altria, within the meaning of Section 414 of the Internal Revenue Code. " ERISA Event" means (a) (i) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (" PBGC" ), or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of Altria or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by Altria or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon property or rights to property of Altria or any of its ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (h) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

" Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board, as in effect from time to time.

" Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to Altria and Goldman Sachs, as Administrative Agent.


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" Eurodollar Rate Reserve Percentage" for any Interest Period, for all LIBO Rate Advances comprising part of the same Borrowing, means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on LIBO Rate Advances is determined) having a term equal to such Interest Period. " Event of Default" has the meaning specified in Section 6.01. " Federal Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended from time to time. " Federal Funds Effective Rate" means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) on Telerate Page 120 (or any successor page), or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by Goldman Sachs, as Administrative Agent, from three Federal funds brokers of recognized standing selected by it.

" Fixed Charges" means, for any accounting period, the sum of (a) interest, whether expensed or capitalized, in respect of any Debt outstanding during such period, plus (b) amortization of debt expense and discount or premium relating to any Debt outstanding during such period, whether expensed or capitalized, plus (c) such portion of rental expense as can be demonstrated to be representative of the interest factor in the particular case, all as to be applicable to continuing operations and determined in accordance with accounting principles generally accepted in the United States, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria as at and for the year ended December 31, 2006, then such new accounting principle shall not be used in the determination of Fixed Charges. A material change in an accounting principle is one that, in the year of its adoption, changes Earnings Before Income Taxes or Fixed Charges for any quarter in such year by more than 10%.

" Goldman Sachs' Administrative Agent Account" means (a) the account of Goldman Sachs, as Administrative Agent, maintained by Goldman Sachs, as Administrative Agent, at its office at Citibank, N.A., Account No. 40717188, Reference Altria, Attention: Bank Loan Operations Phil Green, or (b) such other account of Goldman Sachs, as Administrative Agent, as is designated in writing from time to time by Goldman Sachs, as Administrative Agent, to Altria and the Lenders for such purpose.


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" Home Jurisdiction Withholding Taxes" means withholding for United States income taxes, United States back-up withholding taxes and United States withholding taxes.

" Interest Period" means, for each LIBO Rate Advance comprising part of the same Borrowing, the period commencing on the date of such LIBO Rate Advance or the date of Conversion of any Base Rate Advance into such LIBO Rate Advance and ending on the last day of the period selected by Altria pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as Altria may select upon notice received by Goldman Sachs, as Administrative Agent, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period; provided , however , that: (a) Altria may not select any Interest Period that ends after the Termination Date;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; and

(c) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. " Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

" Lenders" means the Initial Lenders and their respective successors and permitted assignees.

" LIBO Rate" means an interest rate per annum equal to either:

(a) the offered rate per annum at which deposits in Dollars appear on Telerate Page 3750 (or any successor page) as of 11:00 A.M. (London time) two Business Days before the first day of such Interest Period, or

(b) if the LIBO Rate does not appear on Telerate Page 3750 (or any successor page), then the LIBO Rate will be determined by taking the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rates per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks' respective ratable shares of such Borrowing outstanding during such


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Interest Period and for a period equal to such Interest Period, as determined by Goldman Sachs, as Administrative Agent, subject , however , to the provisions of Section 2.07.

" LIBO Rate Advance" means an Advance that bears interest as provided in Section 2.04(a)(ii).

" Lien" has the meaning specified in Section 5.02(a). " Major Subsidiary" means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

" Margin Stock" means margin stock, as such term is defined in Regulation U.

" Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Altria or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements.

" Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of Altria or any ERISA Affiliate and at least one Person other than Altria and the ERISA Affiliates or (b) was so maintained and in respect of which Altria or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. " Note" means a promissory note of Altria payable to the order of any Lender, delivered pursuant to a request made under Section 2.16(a) in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of Altria to such Lender resulting from the Advances made by Lender to Altria. " Notice of Borrowing" has the meaning specified in Section 2.02(a). " Operating Assets" means, for any accounting period, any assets included in the consolidated balance sheet of Altria and its Subsidiaries as " Inventories," or " Property, plant and equipment" or " Receivables" for such period.

" Other Taxes" has the meaning specified in Section 2.14(b).

" Patriot Act" has the meaning specified in Section 8.13.


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" Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. " Plan" means a Single Employer Plan or a Multiple Employer Plan. " Reference Banks" means JPMorgan Chase, Citibank, Goldman Sachs, Lehman, Credit Suisse, Cayman Islands Branch and Deutsche Bank AG New York Branch.

" Register" has the meaning specified in Section 8.07(d).

" Regulation A" means Regulation A of the Board, as in effect from time to time. " Regulation U" means Regulation U of the Board, as in effect from time to time. " Required Lenders" means at any time Lenders owed at least 50. ...