Imperial Tobacco Group PLC Sample Contracts

Amendment No. 1 to Deposit Agreement
Deposit Agreement • September 12th, 2008 • Imperial Tobacco Group PLC • Tobacco products • New York
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AND
Deposit Agreement • September 12th, 2008 • Imperial Tobacco Group PLC • Tobacco products • New York
AGREEMENT
Credit Facilities Agreement • November 30th, 2007 • Imperial Tobacco Group PLC • Tobacco products
STOCK PURCHASE AGREEMENT dated as of February 8, 2007 by and between MAUI ACQUISITION CORPORATION and HOUCHENS INDUSTRIES, INC. relating to the purchase and sale of 100 percent of the Issued and Outstanding Capital Stock of CBHC, INC. ALLEN & OVERY...
Stock Purchase Agreement • November 30th, 2007 • Imperial Tobacco Group PLC • Tobacco products • Kentucky

STOCK PURCHASE AGREEMENT dated as of February 8, 2007 (this Agreement) by and between MAUI ACQUISITION CORPORATION, a corporation formed under Laws of the State of Delaware (Purchaser), and HOUCHENS INDUSTRIES, INC., a corporation formed under the Laws of the Commonwealth of Kentucky (Seller).

September 26, 2005 IMPERIAL TOBACCO GROUP AND PHILIP MORRIS TO CONTINUE SALES AND DISTRIBUTION ARRANGEMENTS
Co-Marketing and Logistics Agreement • October 4th, 2005 • Imperial Tobacco Group PLC • Tobacco products

Imperial Tobacco Group, through its subsidiary Imperial Tobacco Limited, has agreed a new co-marketing and logistics agreement with Philip Morris Limited for the continued sale and distribution of its Marlboro, Chesterfield and Raffles cigarettes in the United Kingdom. The new agreement runs until the end of 2010.

CUSTODY AGREEMENT
Custody Agreement • May 4th, 2007 • Imperial Tobacco Group PLC • Tobacco products • New York

THIS AGREEMENT has been made as of May 1, 2006, between Imperial Tobacco Group PLC, a public limited company organized under the laws of England and Wales with its principal place of business at Upton Road, Bristol BS99 7UJ, England (“Company”) acting as agent for certain of its employees, and the HSBC Bank USA, National Association, a national banking organization with a principal place of business at One HSBC Center, Buffalo, New York 14203 (“Custodian”).

CUSTODY AGREEMENT
Custody Agreement • April 26th, 2005 • Imperial Tobacco Group PLC • Tobacco products • New York

THIS AGREEMENT has been made as of April 19, 2005, between Imperial Tobacco Group PLC, a public limited company organized under the laws of England and Wales with its principal place of business at Upton Road, Bristol BS99 7UJ, England (“Company”) acting as agent for certain of its employees, and the HSBC Bank USA, National Association, a national banking organization with a principal place of business at One HSBC Center, Buffalo, New York 14203 (“Custodian”).

CONFORMED COPY
Sponsor’s and Underwriting Agreement • November 30th, 2007 • Imperial Tobacco Group PLC • Tobacco products • England
CUSTODY AGREEMENT
Custody Agreement • May 16th, 2006 • Imperial Tobacco Group PLC • Tobacco products • New York

THIS AGREEMENT has been made as of May 1, 2006, between Imperial Tobacco Group PLC, a public limited company organized under the laws of England and Wales with its principal place of business at Upton Road, Bristol BS99 7UJ, England (“Company”) acting as agent for certain of its employees, and the HSBC Bank USA, National Association, a national banking organization with a principal place of business at One HSBC Center, Buffalo, New York 14203 (“Custodian”).

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Acquisition Agreement • February 9th, 2004 • Imperial Tobacco Group PLC • Tobacco products

In accordance with the option agreement entered into at the time of the acquisition of Reemtsma, Imperial Tobacco Group PLC has today acquired a further 9.19 per cent from Tchibo Holding AG ("Tchibo"), bringing its total holding in Reemtsma to 99.20 per cent.

STRICTLY PRIVATE & CONFIDENTIAL RESTRICTED CIRCULATION Dated 1 July 2007 - and –
Executive Service Agreement • November 30th, 2007 • Imperial Tobacco Group PLC • Tobacco products
GUARANTEE
Guarantee • February 14th, 2003 • Imperial Tobacco Group PLC • Tobacco products • New York

GUARANTEE, dated as of February 10, 2003, made by IMPERIAL TOBACCO LIMITED, a public limited company duly incorporated under the laws of England and Wales, having its registered office at PO Box 244, Upton Road, Bristol BS99 7UJ, England (herein called the "Guarantor" which term includes any successor Person), in favor of the holders of the $600,000,000 aggregate principal amount 71/8% Guaranteed Notes due April 1, 2009 (the "Securities") issued by Imperial Tobacco Overseas B.V., a private company incorporated with limited liability in The Netherlands, having its corporate seat at Officia 1, 2nd Floor, de Boelelaan 7, 1083 HJ Amsterdam, The Netherlands (herein called the "Issuer," which term includes any successor Person) and guaranteed by Imperial Tobacco Group PLC, a public limited company duly incorporated under the laws of England and Wales, having its registered office at PO Box 244, Upton Road, Bristol BS99 7UJ, England, (herein called the "Indenture Guarantor" which term include

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