Phoenix Mutual Life Insurance Company
December 20, 19r
British-American Tobacco company, TAfflited
Post Office Box 482
Was+-'- ter House
7 Millbank
London SWIP 3JE, England
Re: aritish-American Tobacco Company, Limited
ouaranty Agreement covering B.A.T. International
Finance Limited ID*% Guaranteed Notes due July
15, 1991
Dear Sirs:
Pursuant to discussions with Mr. Henry H. Porter, Jr., of Brown
& Williamson Industries Incorporated, L*uisftne, Xentuck7,
U.S.A., we hereby waive the obligations of Britiah-Axerican
Tobacco Company, Limited, pursuant to Sections 4(d) and 4(e)
of the Guaranty Agreement concernin B.A.T. International
Fjn*n a Limited (BATIF) 20*0 Guaranteed Notes due July 15,
1991, provided that the Guarantor win cause to be delivered
to each Purchaser of the BATIF Notes so long an such Purchaser
or its nominee shn' I hold any of the Notes, and to each other
institutional holder of at least 5% of the principal amount of
the Notes at the time outstanding:
1. Promptly upon availability and in any event within 150
days after the and of each fiscal year of the Guarantor,
the consolidated balance sheet as at the end of such fiscal
year and consolidated statement of operations of Brown &
Williamson Industries Incorporated, and its subsidiaries,
setting In each case in comparative form the figures an
at the and of or for the previous fiscal year, an in
reasonable de;a-il, supported by consolidating schedules
and accompanied by an opinion thereon by Arthur Young &
Company, independent accountants, or other independent
- ized standing selected by Bro &
Williamson Industries Incorporated, certifying the annual
audit of the books of account of Brown & Williamson
Industries Incorporated, and its subsidiaries; and
rQ
Iasi &@;-A' 1976
Copy =0 pUMANT To VILD. OF
'LT 1"Mmm" P.LC. MOOMMTA DEFIOSITORV pnow
V. Pwr AWPOW IT A" CASE NO. CI-94-Ma
CONSENT JUDGMENT DATED 51603 IN STATE OF ET AL --
British-American Tobacco Company, Limited
Page Two
December 20, 1977
2. Promptly upon availability, and in any event within 90
days after the and of each of the four quarterly periods
in each fiscal year of Brown & Williamson Industries
Incorporated, the consolidated balance sheet as at the
and of each period and consolidated statements of opera-
tions for such period for Brown & Williamson Industries
Incorporated, and its subsidiaries, setting forth in
each case in comparative form the corresponding figures
for the corresponding period of the preceding fiscal
year, all in reasonable detail, supported by c=soli-
dating schedules and certified subject to changes
resulting from year-end audit adjustments, by a principal
financial officer of Brown & Williamson Industries
Incorporated; and further provided that this waiver is
not rescinded by holders of two-thirds of the principal
value of the notes then outstanding.
Sincerely,
Fh@tix Mutual Lite-Insurance Company
B@
"@b
__4
S.A.'T INDUSTRES P.LC. MROMMA OEPOSffORY COPY PMMCED PURWANT TO MLD. OF
COMMM jUDOWSKr DA-Mo SAW im STATE OF AINNESOL& ET AL V- P040 MORMS Er CASE No. C14M4U5