ALGRUXENT
AGRr-na", dated this 77@h day of December, 1990 by and
between B.A.T. IhMRIVATIONAL FINANCE p.l.c., an English company,
(DBATITH), and B.A.T QEITAL CORMATTO , a Delaware corporation
("BATCAP").
W.-MTXKS, RATIT is justly indobted'to BATCAP in RXInciba
amount 31 !IC-nQQ-QDo 2n@.j31j;AQn
A J _gix Hundred Xillioll
N
WIMEAS, BATIF has p-irchased from $Duth Western Nominees
Limited undo= an Inct=uzont of Assignment dated Deoexbor 27, 1990
the following obligations:
(1) Promissory Note dated Docamber 21, 1990.,-of Brown &
Williamson Tobacco Corporaticn-in the principal amount
o.f $940,000,000 (Nine Hundred And Po;= X4111nn
Qollnrg) (th* "S&W Not*", a copy of Which is attached
as jxhjkj")r
(2) Promissory Note dated Decomber'26, 1990, of BATUS
Tobacco Services, Xnc- in the princiW amo=t of
L4L6_q,q.0_qL_000 (Bix Hundred and SLXW Xillion Dollarel
(the NBTSX NotoO, a copy of which is attached as
P
WHEREKS, BATIr wishes to satisfy t1,6o0,aoo,00o (One billion
fix Hundred Xillion Dollars) of its existing principal indebted-
0
PQ
114
U4
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY PRODUCED PURSUANT To VII.D. OF
CONSENT JUDGMENT DATED 5/8198 IN STATE OF MINNESOTA, ET AL V. PHILIP MORRIS, ET AL. CASE No. CI-94-8565
ness to BkTaP by assigning the B&W Not* and the BTS7 Note to
BATC"s and A
wmvxAs, axTck; in willing to accept the &ssignment from
BATir of the Bfiw Note and the BTS1 Note in satisfaction of such
amount of BXTIF indebtedness and to ralseso BATIF to that extent
from its oZligations.
A
NOW, THZP.I:roRr, in consideration of the proxises and of the
mutual ovvonanta and a7reaments hereinafter set forth, the
parties hereto, inttriinq to be legally bound, hereby agree as
followel
1. on the date of this Agreement, WIF hereby assigns,
trams.'arr. and conveys all of its right, title and interest in, to
and under to the BAW Note and the BTS1 Note to BATCAP.
2. UTCAP accepts t2ho assignment, transfer and conveyance
of the B&W Note and the DTS1 Not* in full satisfaction of
91,600.00 .000 (one jillion-Six Hundred Xillion Dollars) of
outstanding principal indebtedness of UTIF and releases SATIF to
that extent from it# obligation `X
16 WITNTS9 U-11=0T, the parties have executed this 49reezent
as of the date f irst vritten above.
B. A. Tj - INTZIRUTIONAL njVcw p. 1. a.
my:
Ilene t
Title:
B.A.T QAPrTAL 0ORPOUTTOW
syl
Name:
Titlei
r%j
C:)
NJ
Co
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY - PRODUCED PURSuAw To VII.D. OF
CONSENT JUDGMENT DATEo 518198 IN STA TE OF AIIAWESOTA, ET AL. V. PHX1P UORRIS, ET AL., C ASE No. C 1 .94-8565