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CONFIDENTIAL
British-Americ&n Tobacco Company
lHong Kong) Limited
2 Houng Tip Road
Aberdeen
HONG KONG 16 may 1991
Door Sire
rivANcinG rot Tuz ruicaur or Two j).r.z.,r. PLAM TO BE SUPPLIED
CRIVA TOBA= TXPORT JUM ZIPORT CORPORATION (CTISC)
No are pleased to present herewith an offer of a loan facility
the 'Facility"). The terms and conditions of the Facility are
contained In this letter (the "Facility Letter*) and are as
follows:
1. Borrower British.-Antrican Tobacco Company (song Kong)
Limited, 2 Houng yip Road, Aberdeen, song
Kong Ithe 'borrower')
2. Manufacturer Distillers NG Ltd, Ceder Souse, 39 London
Road, Reigate, Surrey, R112 902, England (the
'Manufacturer')
3. Supplier BrItish-PAorican Tobacco Company Limited, 7
millbank, London, SWIp 3jr, United Kingdom
(the "Supplier')
4. Londor The songkong and Shanghai Banking Corporation
Limited, I Queen's mood, central, song Kong
S. Export Credit
Provider - Midland Export Finance Limited, Ill Cannon
street, London, United Kingdom (the lzxport
credit Provider*)
G. Loon Amount
and Currency i up to pounds Sterling 9.341,564.59.
purpose To finance in of the purchase price of the
capital goods and r9lated services, sourced
from the United Kingdom. for two tobacco
processing plants to be establLobtd in the
::o Iola Republic of China, up to an
Mated contract value of GOP11.225,370.
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B.A.T INDUSTRIES P,L.C. - MINNESOTA DEPOSiTORY COPY - PRODUCED PURSUANT To VII.D. OF
CONSENT JUDGMENT DATED 5/8/W IN STATE OF A&NmEsor& ET AL V. PHXIP MORRIS, ET AL, CASE No. CI-94-0565
british-An*tican Tobacco Company
:Rong Rong@ Lis!ted 16 May 1090
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1. Pcr-rtquis@t*
Arrange.onts Prior to the utllisst:on of the racility. the
following &rr&ng*;ents shall be made to the
satisfaction of the Lendert -
,a; There shall be a valid and enforceable
contract of sale between the Borrower and
the Supplier !the Supply contract) and no
significant amendments to such contract
or cancellation thereof shall be made
without the prior written consent of the
Lender. on acceptance of this racility
Lett&r tb* Borrower shall be deemed to
warrant that such a contract exists.
jb) The Export Credit Provider shall Issue a.
payment undertaking in favour of the
supplier Incorporating terms and
conditions acceptable to the Lender
permitting payment to be made to the
supplier against presentation of the
documents specified In the supply
Contract.
(c) The land*r shall have received from the
Borrower a fee of 1.0% calculated on
!or% of the purchase price.
,d) The Export Credit Frov.1der shall have
received all necessary approval& from the
unitod Kingdom Mon*tary Authorities prior
to this facility bteoning effective.
,e) The conditions precedent sat out under
paragraph 11 shall hove boon satisfied.
The LerAer shall confirm to the Borrower
when those arrangements have been made.
Than, subj*ct to the other terms 0f this
facility lott*r jClaus*s 4==14 18) D
having Dean complied with by the
Borrower, the Facility will be avallablo
for drawing. on the terms not out in this
Facility latter.
9. Drawing I
Drawings under the Facility will be made as
and when tb* Suppli*t pre,sents documents in
accordanc with the paym*nt andtrtaking and
In tb* na:ner 4 :scribed I" par To rapb 6(b)
above. Any tog *at for a drawing within 7
(seven) a o the last day
4
11"Or t
Day
per od @ball be held for
of each 11 r::
t
i
pgocessing on the last day of that interest
piarlod.
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B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY Copy - PRODUCED PURSUANT To VILD. OF
CONSENT JuDGmENT DATED 5/8/98 IN STAM OF MIMNESorA, ET AL V. P)OLF MORRIS, ET AL. CASE No. Cl-94-8665
at Itish -juste Ican Tobacco Company
'Hong Kong) Limited Is May 1991
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No drawings shall take place prior to
!4 June 1990.
7,he final date for drawings under the
Facility shall be by 31 December 1992.
:I.Comn4asloning
Dat; - rho contractually agreed commissioning date
for the purpose of the Facility shall be 14
December 1992.
1! Repayment of
Loan Amount Repayment of the Loan Amount will be mad* In
10 (ton) equal seat-annual installments. The
first instalment shall fall due on 14 June
1093. The last instalment shall fall due on
14 December !997.
.2.1riterest Rate A fixed interest rate of 8.31% (eight point
three per cent) per annum.
!3.1nterest
Period': Zsch period for the calculation of interest
('Interest Period') under this Facility shall
be for a period of 6 !six) calendar months.
Interest shall be calculated from the first
day of an interest Period up to but not
including the last day of that Interest
Period. r-sch subsequent Interest Period
shall commence an the day the previous
interest Period has ended and shall end on
the numerically corresponding day six
calendar months after provided thatt
(a) where any drawing un4ec this Facility is
not made on the first day of an interest
Period than the first interest Period In
relation to that drawing only shall end
on the same day an the current Interest
Period, but for subsequent interest
periods In respect of that drawing the
interest Period shall covert to the
normal period of six months.
(b) not lose than 7 (seven) business Days (a
05usiness DayO means a day on which Banks
are open In London and Now York for
foreign exchange business and receipt of
payments) prior to th: I:stvd:f of each
Interest period the 2 nd r h I provide,
the borcowsc with a statement setting out
infornation evidencing the amount of
Interest due to the Lander on the last
day of that interest Period.
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B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT To VII.D. OF
CONSENT JUDGMENT DATED 5/8198 IN STATE OF AfimNESOTA, ET AL_ V. PHXAP MORRIS, ET AL. CASE No. Cl-94-8565
Ititish-Ametican Tobacco Company
@Rong Kong) 0101t*d 16 may 1990
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(c) it any interest period would otherwise
end on a day wh4ch is not a Business Day
then the interest period shall end art the
next Business Day.
f 6) for the purposes Of Cl&tAfiC8tiOn these
interest duo dates shall be:-
14 December 1990
14 June 1991
!4 December 1091
14 June 1992
14 December 1992
1.4 Juno 1993
14 December 1.993
14 Juno 1994
14 December 1994
14 June lt95
14 December 199S
14 Juno 1996
14 December 1996
14 June 1997
1.1 December 1991
of
Merest Interest Is to be payable by the borrower an
the last day of *very interest Period.
interest Vill be calculated on the principal
amoont outstanding, as d!ter:lned by the
Lander , and on the &--to& no ber of days
*lapsed over a 365 day year, during each
interest perJod.
The first Intor*st period *hall coamenco on
14 June 199g. The first Installment of
Interest shall fall.due fat payment an
14 Weabet 1991.
!S.payment
Instruments: All repayment& of the Loan Amount drawn and
the interest accrued, *ball be secured by
accepted bills of zxchange, drawn by the
Lander without recourse or warranty on the
Lander, and accepted by, the borrower.
Acceptance
shall be dammed to constitute an
unconditional undertaking to Pay and the
sorrowat shall not be entitled to make any
set-off against the mount secured.
The Lander shall complete the bills of
Zzcha"s to reflect the loan amount drawn and
the Interest payable In accordance with this
racillty Lotter.
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of each sueb Bill of Zxchang*
PRODUCED PURSUANT To VILD. OF
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COP V pMLIp ANORRIS, ET AL., CASE No. CI-94-8565
CONSENT JUDGMENT DATED SIM IN STATE ONNESOTA, @.AL. - @FW '""" -
British-American Tobacco Company
'Rang T
01191 Limited 16 May 1999
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16.Prepaymont prepsyment of the Facility in part or in fu:1
without penalty will be permitted provided
that not less than 15 :fiftten) days prior
notice in writing Is given to the Lender and
such prepayment shall be mad* by the Borrower
on the next date that interest would normally
be payable had no such notice of prepayment
been given.
1I.Exp*nses The Borrower shall pay to the lender all
reasonable expenses incurred by the Lender
upon default by the Borrower for the
enforcement of, any rights under this
facility or in respect of all or any of the
moneys owing under this facility.
18.0thor Conditions
Pr*ced*nt prior to this Facility becoming effective the
Borrower shall,no later than 22 June 1991 or
such later date as say be agreed by the
Lender provide to the Lender . in a form and
substance satisfactory to the Lender, the
following-
tai a copy of this Facility Letter duly
signed and accepted by the Borrower
supported by a board X*solutian.
(b) the specimen signature list Identifying
those persons duly outhorlsed on behalf
of the Borrower to accept this offer and
the bills of zxchange referred to heroin.
(c) a Trust** Letter in the farm set out in
Appendix r.
(6) is inchoate Bills of Exchange duly
accepted by the Borrower In the form set
out In Appendix it.
(4) a statement from the Bortower's I"al
advisor certifying that this letter, when
accepted and the $III* of tseba"ge, when
complete, will constitute legally binding
and valid obligations on the borrower's
behalf In accordance with the lava of
song long.
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B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY PRODUCED PURSUANT To VILD. OF
CONSENT JuDGmENT DATED 5181% IN STATE OF ANINNESOTA, ET AL V. pWLjp MORRIS, ET AL., CASE No. C1 -94-8565
gritish American Tobacco Company
.Ronq Kong) Ltaited May 1990
9.Late Payments in the event that the Borrower fa4 ls to tepay
the loan amount drawn or pay an), `ntotest.
or part thcrto! or other sun payable to the
I.ender when dut inter#st or, all such late
payments sha!1 be payable at the rate of
8.361 P.O. of at the Lenders option the Best
Lending mate for Sterling Pounds *n (one
percent) as indicated by the Lander whichever
rate is higher.
20.Zvonts of
Default Without preilud4ce to the Lendtt's right to
repayment under the terms of this Facility,
the Lander may requite repayment of all
moneys outstanding under this facility. and
the case shall ;* repayable immediately on
demand. If the borrower fall& to pay any
amount of loan drawn or interest accrued
th*teo within !5 !fifteen) Business Dayt
from t9e due date or commits an), breach of
the terms of this Facility Letter.
21.rorvard Exchange
contract$ Total contract Lialt - GBP13@931,'66--
'a'
in thi's clause. the following terms
shoul@ have the meaning respectively
ascribed below--
i,% The *Sterling Amount' means the
mounts of GIP listed it. Appendix T11
ttachad hereto.
:
!i@ The "Un.,ted States Dollar Amount'
means the abounts of Unitod States
Dollars exchanged an the richange
Dot* at the Forward Exchange Contract
rates agreed by both parties.
11i)An "Exchange Date" means one of the
date@ listed in Schedule iri attached
hereto.
(bi At the borrower'* option and at any time
prior to a given Exchange Date, the
Lender agrees to sell to the Borrow the
sterling Amounts and the Borrower agrees
to sell to the Lender the United States
Dollar Amounts for value on each Exchange
Dot* (the 'Forward Zxchanqo Contracts".
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B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT To VILD. OF
CONSENT JUDGMENT DATED 5/8198 IN STATE OF MINNESOTA, ET AL. V. PHILIP MORRIS, ET AL. CASE No. Cl-94-8565
British American 1,obacco company
-F;ong Kong) Limited 76 May 1990
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,ci on each exchange date the Borrower shall
depos!t the relevant United States Dollar
Anount in the USo account of the Lender
as not.fied to the Narrower from time to
time for value on such txchange Date.
The Lender shall be entitled to use all
of the sterling Amounts due to the
Sorrover under the Forward Exchange
contracts In settlement of the amounts
due to the Lender in repayment of the GNP
loan under this Facility. In the event
that after such settlement there Is any
balance due to the Narrow the Lender
shall arrange to credit the same for
value on the exchange Date to the
so;rover's cap account as notified to the
Lender from time tojime.
22.7*xation All amounts payable under this Facility
Letter will be paid free and clear of all
taxes. withholdings and other deductions
whatsoever.
if the Socrover is required by law to make
any deduction or withholding from any sun
payable by it to the Lender hereunder, then,
the out payable by the Borrower in respect of
which such deduct.4on at withholding is
required to be made shall be increased to the
extent necessary to ensure that. after the
making of such deduction or withholding, the
Lender receives &M retains 1frot from any
liability In respect of any such deduction or
Withholding) a not sun equal to the sun which
it would have received and to retained had no
such deduction or withholding boon mad* or
r*qu!red to be made.
23.Notlc*S Any communication In writing hereunder can be
"do bi either telex or letter. Any
.ommun cation or documents to be made or
delivered by one person to another pursuant
to this Facility Letter shall (unless that
other person has by 15 (fifteen) days notice
to the other specified another address) be
made or delivered to that other person at the
follovLng relevant addcess or telex numbert
(a) If to the Lender at the Nongkong and
Shanghai Banking Corporation Limited, 1
guesn's boad Central, gong gong.
Telex number 73215 R$9C 81
Attention Senior Credit manager
multinational Division
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.c. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT TO VILD. OF
B.A.T INDUSTRIES P.L V. PHIMP MORRJS ET AL., CASE No. C1 -94-8565
CONSENT JUDGMENT DATED 5/8/M IN STATE OF AONNESOTA, ET AL -
british-Ametican Tobacco Company
(Hong Kong) Limited Is May 11to
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,b) if to the Borrower at British-American
I
Tobacco Company (Hong Kong) Limited, 2
stung Yip Road, Aberdeen, song Kong.
Telex 15653 POWHA HX.
Attention ; Andrew Cheung4inance 9 Treasury Manager
if such notice is made by telex it shall be
deemed to have been received when
acknowledged by the addressee's correct
answerback code.
kny notice to be served an either party by
the other shall be delivered ptcson&lly or
ent by prepaid recorded delivery to the
ddross given herein or to such other
:
addresses a th! parties may from time to
time dasiql:te n writing. if mailed any
such notice shall be deemed to have been
received by the addressee within seventy-two
hours of posting.
24.Governing Law: This Facility Letter shall be governed by and
be construed In accordance with RK Low.
The borrower hereby Irrevocably submits, to
the Jurisdiction of the High Court of JustIct
in England or the courts In Hong tong or the
courts of any other jurisdiction where assets
of the borrower may be found In connection
with any claim hereunder.
The offer contained In this Facility Letter is valid for
acceptaince until our close of business on 22 Hoy 31090.
in the ev*nt you find this Facility offer acceptable ' Plea"
Indicate by signing and r*turnlnq to qs the & t tached duplicate
copy of this letter.
Your faithfully
rot :nd on behalf of
Accepted
For and on behalf of
Tho, songkong and Shanghai
Banking Corporation Limited
pritlah-Amorican Tobacco
Company (n) Ltd
/
;
ithvolto
K G En
r
Authorlsed Signet ry
t
Senior Credit Manager
Datet,22. MAY MIC
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B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURsuAw To VII.D. OF
CONSENT JUDGMENT DATED 5/8/98 IN STATE OF ONNESOTA, ET AL. V. PWIP MORRIS, ET- CASE No. CI-94-8565