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AGPZMQPNT. dated this 17th day of December, 19PO by and
between B.A.T. Th*TMVAT1OnAL_jjEANCg p.l.C., an Znqlish company,
("RATIF"), and B.A.T CAPITAL COM-RATIO , a Delaware corporation
(MBATCAP")
WHEMS, BATIF is justly indebted to BhTCKP in Rringina-1
amount avanding 91- Hundred Millieft
Dollars I
WHERZAS, BATIF has purzhasod from S:iuth Western 'Nominees
Limited'under an Inctrument. of Assigment dated December 27, 199D
the following obligations::
(1) Promissory Notg dated December 2A, 1990_,_of Brown A
Williamson Tobacco Corporation--li the principal amount
of $9404000,000 (Nino Hundrej pad Forty Million
Dollarg) (the 09V Note", a copy of Vaich Is attached
as
(2) Promissory Note dated December 26., 1990, of DATUS
Tobacco Services, Ina. in the principal amount of
Mo,(@kq,000 Mix Hundred end Sixty NLIlion Dollars
(the ISTSI Note"# a copy of which is attached as
zxhibit.&)l
WHEREAS, BATIF wishes to satisfy $1,600,000,000 (on* Billion
six Rundred million DollaM of its existing principal indebted-
NJ
B.A.T INDUSTRIES P.LC. - MINNESOTA DEPOSITORY Copy PRODUCED PURSUANT TO I V"'D' OF
CONMW jUDGMEM DATE13 519M IN STATE OF A*NNESoTA, ET AL V. PNLP MORRIS, ET AL CASE No. CI-94-M5
ness to BATCAP by assigning the B4W Note, and the BTS1 Note to
BATC&Pi and
WHZREAS, BATCAP is willing to accept the assignuent from
BATIF of the B&W Note and the M: Note in satisfaction of such
amount of BATIF indebtedness and to releass BATIF to that extent
from its obligations.
A
NOW, THEMFORE, in consideration of the promises and of the
mutual covenants and agreements hereinafter net forth, the
parties hereto; intending to be Itgally bound, hereby agree as
follows:
1. On the date of this Agreement, BXTIF hereby azsigns,
transfers and oonveys all of its right, title and interest in, to
and under to the B4W Note and the BTSI Note to BATCAP.
2. BATCAP accepts the assignment, transfer and conveyonoe
of the BkW Note and the STSI Note in full satisfaction of
S1,600.0 .000 (One-B"llon Six Rundred Million Dollars) of
outstanding principal indebtedness of BAT.'r and releases RMY to
that oxtent from its obligations.
qN WIT2=6 WHIMSOF, the parties have executed this Agreement
as of the date first written above.
B.A.T. XNTZRXXTZOVIAL rrwcz P-I.C.
By: pa-0:
Titles
B.A.T CAMAL CORPOnIrl
By:
Nana;
Title;
NO
LIN
C7\
B.A.T INDUSTRIES P.LC. MMESDTA DEPOSITORY COPY - PRODUCED PURSUANT To VII.D. OF
CONSENT jUDGLf&NT DATED 5MM I" STATE OF A*NNESOTA, Er AL V. PMtjP "XIS, ET A" CASE No. C1-9441565