4'(
"(9) if the COMPARY &W fa 60 Perform Of WmPlY with any serve contained! herein other
than those relamd to above in this section 19 and swb failure shall not have been remedied
within 30 days Mer written notice thereof sball have ban given to the Company by any bolder
of any Nom; or
'M if the New Guarantor shall fad to pe&rrn or amply with my term ontaised in
section 6. 8. 10 or I I of the New Guarmw Apeemem "
"(S) if the Now Guarantor shell fail to perform or amuply with any tem contained in
section 7 of *a New Cmarancy Agreement and su& Mure " am have been candied within
15 days afm the oamnance thervot. or
'(b) it die New Gumnaor sha &D to perforzo or comply with any term tomained, in the
New Gausury Agreement other thu those reforred so, above in this section 19 ad so& IsSure
shell not have been remedied within 30 days after wnum souce tbawshall have been given to
the New Guuuw by any bolder of any Nou; or
'(i) if the Company. the New Goamtor or Brown & WUamson Tobacco Corporation
("R&W") shd (as principal or Suarantor or other sunty) fa (1) so pay any principal of. or
premium, it any. or iscam on. any Dorrowins (other dw the Nona) and PAh Mwe "
==us fbr mom dun the penod of grect provided with tbermo. or 00 to perform or
compbr with ADY "M of my evidence of such Borrowing or of any mortPr, indenture or other
agmement miating them if the effen of Fla failure (Which sha not have been remedied or
waived pinvow thereto) is to came. of to permit any person to catw- any portion of such
Borrowing to become due prior to its mated maturity. whether or not accalemdon of such
Borrowing shaR have occamd; or
"(J) it any apresentation or wsnuw made in writing by or on babel of the Company
-herein or purstmas harem or by or on behalf of the Coapany in any apeement amendins this
Apeemem or pursuant them or by or as behalf of the Oustansor in *a Guaranty Agramont
or pummt berm or *am or by or on behalf or the Now Guamor in the New Guaranty
Apeemast or parsusat bum or tbermo " prove to have been incorm in any susterial
I , on the date a of wbkb NL&ft or
"(k) ir any amseet msder do P=bup Cootrol Act 1%7 as to the Cmpuy, the
Gousmor or the New Guarantor missing to the Now or the stasummis of puncy emlorsed
thereon at the Now Ouarem ASreemew Is den1*4 withdraws. modilled, qaaUed or varied and
a a no* thereof them an substantial grounds w bdeve that the Company will be suble to
pay. or the New Guarantor wM be unable to pay or Sauume the payment by do Company of.
any principal of. or premium, if any. or interest on. the Noon when the sun becomes due ad
payable: or
"(I) ifthe Company. the New Guarantor or MW %ball admit In writing in lubility to pay
is debts as dwy become due, " mah an assignment for dw beacAt ofasdium shell seek or
consent 0 or acquiesot in the appoinment of say trust". adva or uq"lw or other offiter
haviogsimilarpowes for imWor ofatty submancial pen ofits pcopardes orsball commas or
constat a of acquiem in any insolvency, bankniptcy. issoNeacy morgasmadon. arrangement.
oomposition, w4ustasmat or similar proceedings relating so it, or be &Quditsted insolvent or
baakmpL under any ; , , t or Arcum statute or law (or regulation thereunder) of the United
kingdom or or the United States of Americs or any State thereof. or
"(m) if within 60 days after chit appoimment without consent or aNuiescence of the
Company. the Now Goventor or a&w or may trume. tectiver or Muidaw or other ofter
having similar powers for it of any substantial pan of in prooertics, rmA appointment shall.not
have been vacated. or if, within 60 days aftr the commencemat against the Company. the New
Guarantor or B&W without its count or acquiaceoce of say insolvency. bankrupwy, insolvency
morganizatioa, strugentent. composition, readjustment or similar proavding, mWer any present
7 Ln
Amendment Agmement .9b.
ON
1-j
CD
B.A.T INDugmin P.LC. - FAINNEWA DEPOSffoRy Copy - pWWCED pURSUANr To I VILD. OF
CONsEur JuoomEmr oATED 5/81M IN ILAMOF MAKSMA, ET AL V. PMp MWRN, ET AL, CASE No. CI-944MM
Of future statute of Law (or regulation thereunder) of the United Kingdom or Ofthe United States
of Ameti= of say State thereof, such pfocuftl shall not have been dismissed; or
"(a) if a final judgment or judgments is or an outstanding against the Company, the Now
Ovaranta. or B&W in an sanSate amount exceeding $100,000, SIAM,000 at $500.000.
respectively, and any one of such judgments against the Company, the New Guarantor of R&W,
a the case may bc6 has been outstanding for more that 30 days from the date of its vacry or. if
execution thereof has been stayed within 30 days afu-- its envy peadiat appeal. for mom than 30
days from the date of expiration of any such tur, or
"(a) if an order sha be made or an affadve resolution passed for *a winding up of the
Company or the New Guarantor or if MIN or hs directors or majority shareholder; shall take
any acdn Waking to the dissolution or liquidation of B&W (except as ptrmisted by 11 of
-this Agreement or sectica, 8 of %be New Guaranty Alimment);
Ln
B.AT lMXmTMS p.LC. - MINNESOTA Do"ITORV Copy PRM URSU
CONSENT JUDGMENT DATED 5ALIM IN STATE OF At CEO P ANT TO VILD. OF
A-N"--O-r& Er AL V PHjp bylvift A"
ULM Er CASE No. CI-944INS