P33
unk" 4 11 D4aambar 10, 1990
AGREEKER
AGR--DMNT, dated this day of December, 1990 by and
between 'B.A.T :nternational Finance p.l.c., an English company,
("BATzr"), and B.A.T. capital Corporation, a Delaware corporation
("BATCAV).
WaREEAS, BA=T .1& 4,uttly indebted to BATCAP in tboweemmost of
S Ix
one Billion 9691at Hundred apA-- Xillion Dollars
($1fj0C,oC0,0o0),rf-0:: am*unts drawn by RAT!? under that certain
L.-
(cozzercial paper borrowing facility agreement] dated
198 . 'Q
_,, (the "Facili @A I
WHEREAS, has purchased fror South Westerrr Nmftge"
Limited undar an Instrazent of kxsiq=anz dated December 27, 1090
the following obligations:
(1) Proulasory Note dated December 27, 1900 of Brown A
Willian-son Tobacco Corporation in the principal amount
of Nine Hundred and Fifty Million Dollars
(@950,000,000) (the "B&W-Ncte, *-z*PY-of vhieh.i*-
attached as Exhibit A);
(2) Prozismory Note. dated December 27, 1990 of BATUS
Tobacco Servic*s, Inc. in the principal amount of Six'
Rundr&d and Fifty Xillion Dollars ($650,000,000) (the
"BTS! Note", a copy of which is attached as Exhibit B)i
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C:)
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B.A.T INDUSTRIES P,L.C. - MINNESOTA DEposrTony COPY - PRODUCED PURSUANT To VILD. OF
CONSENT JuDGmENT DATED 5/8M IN -9TA TE OF MIAWESOrA, ET AL. V. pH&jp M gX
OR ErAL,CAsENo.C1-94-8565
7
WHERrAS, BATIF wishes to satisfy One Billion Six Hundred
xiliion Dollars ($1,400,000,000) of ite oxiating principal
indebtedness to BATCAP ez the
i@=!o jby assigning the B&N
Note and the BTS1 Note to BATCAP; and
WHEREAS, BATCAP in willing to acc&Pt the ataignment from
BATIF of t1ho B&W Note and the BTS1 Note in satisfaction of such
amount of BXTIF indebt6dness and to release BKTIF to that extent
from its obligation2.Fnde- the
W
NOW, MEREFORZ, in consideration of the promises and of the
mutual covenants and agreezento hereinafter met forth, the
parties hereto, intanding to bo logally bound, horoby agroo &a
followat
1. On the date o: this Agreezent, BATIF hereby assigns,
transfers and convoys all of its right, title and interest in, to
and under to the BAW Note and the RTS1 Kota to B&TCAP.
2. BATCAP accepts the assignment,'t-ransfor and conveyance
of the B&W Note and the B-TSZ Note in full satisUction of one
Billion Six Hundred Million Dollars ($1,6.00,000,000) of outstand-
ing principal indebtedness of unr and
releases, SATIF to that extent from its abligatiLaw-umia.--tbac
Facility.
3. The parties agrre that Liio racilii.@--Will continue to
t
gavern the remaininog outsta ding principal indebtedness of BATIF
ta ding
r@d
Th .00
in the principal amount of as Hundred and Killion
Dollars, ($3_,000,000) and to ny additional amount as may be
i
to
dravn upon by BATIF undo: the Fa lity subsequent to the date of
@1, t
this Agreement.,
L#4
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B.A.T INDUSTRIES P.L.C. MINNESOTA DEPOSITORY COPY - PRODUCED PURSUANT To VILD. OF
CONSENT JuDGmENT DATED 5/8M IN STATE OF AtMESOTA, ET AL V. PNLF MORRIS, Er AL CASE No. CI-94-8665
H-.k@ 7E- PCs
IN WITNESS WHERZOP, the parties have GX*cUted this Agreesent
B.A.T International Finance p.l.c.
By:
Vans:
Title.,
B.A.T Capital Corporation
By:
Name:
Title-
NJ
--4
B.A.T INDUSTRIES P.L.C. - MINNESOTA DEPOSITORY COPY PRODUCED PURSUANT To VII.D. OF
CONSENT JUDGMENT DATED 5/8/98 IN STATE OF AIINNESOTA6 ET AL V. PHILAP MORRIS, ET AL. CASE No. CI-94-8565