Exhibit 4(i)
CONFORMED COPY
Dated 7 June 2001
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Trans-Continental Leaf Tobacco Corporation Limited, Standard
Commercial Tobacco Company (UK) Limited and Standard Commercial
Tobacco Co., Inc. (1)
(as Borrowers)
Standard Commercial Corporation
(as Guarantor) (2)
Standard Commercial Tobacco Processors, LLC,
Standard Commercial Tobacco Threshing, LLC and
Standard Commercial Tobacco Operations, LLC (3)
(as New Obligors)
The Steering Committee (4)
Deutsche Bank A.G. in Hamburg
(as Lead Bank) (5)
Fortis Bank (Nederland) N.V. (6)
(as International Security Agent)
First Union National Bank (7)
(as US Security Agent)
The Remaining Banks (8)
- and -
The Outgoing Banks (9)
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SIXTH SUPPLEMENTAL AGREEMENT
TO THE MASTER FACILITIES AGREEMENT
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Lovells
A6/KB/790397
CONFORMED COPY
This Agreement is made on 7 June 2001
Between:
(1) The Companies Listed in Schedule 1 (the "Borrowers");
(2) Standard Commercial Corporation (Federal Tax Identification Number
13/1337610) whose registered office is at 0000 Xxxxxx Xxxx, XX Xxx 000,
Xxxxxx XX 00000-0000, XXX ("SCC");
(3) Standard Commercial Tobacco Processors, LLC, Standard Commercial Tobacco
Threshing, LLC and Standard Commercial Tobacco Operations, LLC (the "New
Obligors");
(4) Deutsche Bank A.G. in Hamburg, Fortis Bank (Nederland) N.V., First Union
National Bank, Norddeutsche Landesbank Girozentrale and Westdeutsche
Landesbank Girozentrale (the "Steering Committee");
(5) Deutsche Bank A.G. in Hamburg (the "Lead Bank");
(6) Fortis Bank (Nederland) N.V. (the "International Security Agent");
(7) First Union National Bank (the "US Security Agent");
(8) The Banks Listed in Schedule 2 (the "Remaining Banks"); and
(9) Rabobank International, London Branch and Sun Trust Bank (together, the
"Outgoing Banks" and each is an "Outgoing Bank").
Whereas:
(A) On 5 May, 1995, certain of the parties entered into the MFA (as defined
below).
(B) The MFA was amended and supplemented by a first supplemental agreement
dated 1 February 1996, a second supplemental agreement dated 16 July 1996,
a third supplemental agreement dated 31 July 1997, a fourth supplemental
agreement dated 19 May 1999 and a fifth supplemental agreement dated 15 May
2000.
(C) Following a transfer of assets from MeesPierson Rotterdam NV to Fortis Bank
(Nederland) NV, Fortis Bank (Nederland) N.V. has replaced MeesPierson NV as
International Security Agent, as a Bank and as part of the Steering
Committee.
(D) Following a merger between Crestar Bank, Inc. and Sun Trust, Sun Trust is
now the provider of the facility previously made available by Crestar Bank,
Inc.
(E) The parties now wish to amend and supplement the MFA as set out in this
Agreement.
It is Agreed:
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CONFORMED COPY
1. Definitions
1.1 Save as expressly provided in this Agreement, expressions defined in the
MFA shall bear the same meanings in this Agreement and principles of
interpretation applicable to the MFA shall also apply to this Agreement.
1.2 In this Agreement the following expressions shall have the following
respective meanings:
"Effective Date" for the purposes only of this Agreement, 9 April 2001 or,
if later, the first date on which the Lead Bank shall have received the
documents and payments referred to in clause 3 below, satisfactory in form
and substance to the Lead Bank and on which the Lead Bank is satisfied with
the matters referred to in clause 3 of this Agreement;
"Guaranty Agreement" means the Guaranty Agreement to be entered into
between the New Obligors (as defined in clause 2.5) and the US Security
Agent in form and substance satisfactory to the US Security Agent;
"MFA" means the Master Facilities Agreement dated 5th May 1995 as amended
by a first Supplemental Agreement dated 1 February 1996, by a Second
Supplemental Agreement dated 16 July 1996, a Third Supplemental Agreement
dated 31 July 1997, a Fourth Supplemental Agreement dated 19 May 1999 and a
fifth supplemental agreement dated 15 May 2000 and otherwise as amended,
varied, supplemented and in force immediately prior to the Effective Date;
"Security Agreement" means the security agreement to be entered into
between the New Obligors (as defined in clause 2.5) and the US Security
Agent in form and substance satisfactory to the US Security Agent
1.3 Unless otherwise specified, any reference in this Agreement to a Clause or
a Schedule is to a Clause or a Schedule of the MFA.
2. Amendment
2.1 Retirement of Banks
It was noted that with effect from the Effective Date, the Outgoing Banks
will cease to be Banks and their respective Commitments will be reduced to
zero.
2.2 Centura Bank
It was noted that with effect from the Effective Date, Centura Bank will
become (and is hereby designated by the Lead Bank (acting with Majority
Bank approval) and SCTC, Inc. as) a Bank with the Commitment set opposite
its name in Schedule II to the MFA and Schedules II and IV to the MFA shall
be amended accordingly. Each of the facility letters from time to time
entered into by Centura Bank in connection with the facilities pursuant to
which Centura Bank makes available its Commitment (in each case as amended
and supplemented from time to time in accordance with the MFA) is hereby
designated by the Lead Bank (acting with Majority Bank approval) and SCC as
a Facility Letter under the MFA for all purposes and each such facility is
designated as a "Facility" under the MFA for all purposes by the Lead Bank
(acting with Majority Bank approval) and SCTC Inc.
2.3 Decrease in Facilities
With effect from the Effective Date, the aggregate amount of the Facilities
will be reduced to $230,000,000.
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CONFORMED COPY
2.4 Arrangement Fee
The Borrowers shall, on the Effective Date, pay to the Lead Bank for the
Banks, a fee equal to 0.125 per cent. of the aggregate of the Commitment of
the Banks on that Date.
2.4 New Obligors
Each of the Banks hereby consents to the transfer of part of the business
and assets of SCTC Inc. to Standard Commercial Tobacco Processors, LLC,
Standard Commercial Tobacco Threshing LLC and Standard Commercial Tobacco
Operations, LLC (the "New Obligors") on the terms set out in a letter dated
13 December 2000 from SCC addressed to the Lead Bank and the US Security
Agent with effect from the Effective Date provided that the New Obligors
shall each have entered into a Guaranty Agreement and a Security Agreement
satisfactory in form and substance to the US Security Agent. With effect
from the Effective Date each of the New Obligors is designated as an
Obligor and as a Tobacco Group Company. The Lead Bank is hereby authorised
to designate the New Obligors as Eligible Tobacco Group Companies once it
is satisfied that the pre-conditions to that designation set out in the
definition of Eligible Tobacco Group Companies have been satisfied.
2.5 New Obligors Appointment
(a) Each of the New Obligors hereby irrevocably authorises and instructs
each of SCTC and SCC to give any representations, covenants or
undertakings expressed in the MFA to be given by SCTC and/or SCC on
behalf of any Obligor and further irrevocably agrees and authorises
each of SCTC and SCC to give any consents, notices or authorisations
expressed in the MFA to be given by SCTC and/or SCC on behalf of any
Obligor.
(b) Each of the New Obligors hereby irrevocably authorises SCTC Inc. in
the terms set out in clause 37.1 of the MFA.
(c) With effect from the date of this Agreement, each of the New Obligors
hereby designates, appoints and empowers Standard Commercial Tobacco
Services (UK) Limited as its agent for service of process in the terms
of clause 40.1(b) (Governing Law and Jurisdiction) of the MFA.
2.6 Amendments to MFA
With effect from the Effective Date, the MFA shall be amended and
supplemented and shall take effect in the form set out in the Appendix to
this document. For ease of reference, changes have been made to the
following clauses:
The list of parties on the front page and on page 1 of the Agreement.
Definition of "Final Repayment Date".
Definition of "International Security Agent".
Definition of "LLC Obligors".
Definition of "Margin".
Definition of "Steering Committee".
Clause 14.5(c), (d) and (e).
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Clause 14.7(a), (b) and (c).
Clause 14.11(c).
Clause 16.1(a).
Clause 18.1.
Schedule II.
Schedule III.
Schedule IV.
Schedule V.
Schedule VII (to be updated with a new Group Structure Chart, provided by
SCC).
Schedule IX.
Schedule XV.
3. Conditions Precedent
3.1 (a) Agreement: this Agreement duly signed on behalf of each of the
parties.
(b) Company Documents
(i) Certificate of Authorisation: in relation to the Borrowers and
SCC, a certificate signed by a duly authorised director to the
effect that the requisite resolution of its board of directors
has been duly and properly passed:-
(1) authorising its execution, delivery and performance of this
Agreement; and
(2) authorising a named person or persons specified in such
certificate and whose specimen signatures appear there to
sign this Agreement and any amendments and renewals thereof
and to give any notices or certificates required in
connection with such documents,
and confirming that such resolutions are still in effect and have
not been varied or rescinded and also confirming that there have
been no changes to the constitutional documents of the Borrowers
and SCC since the copies previously provided to the Lead Bank
under the MFA;
(ii) Authorising Board Resolutions: a certified copy of the
resolutions of the board of directors referred to in paragraph
(b)(i) above or an original Resolution by Circular Letter of
TCLTC in the agreed terms unless local legal counsel to the Lead
Bank and the Security Agents advises that this is not necessary;
(iii) Certificate of Authorisation of other Obligors: in relation
to each
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CONFORMED COPY
Obligor other than SCTC Inc, SCTC (UK), TCLTC, and SCC and the
New Obligors, a certificate of one of its directors to the effect
that the requisite resolution of its board of directors has been
duly and properly passed approving this Agreement and confirming
that such resolutions are still in effect and have not been
varied or rescinded or a certificate in such other form as local
legal counsel to the Lead Bank and the Security Agents consider
to be satisfactory and also confirming that there have been no
changes to the constitutional documents of the Obligors since the
copies previously provided to the Lead Bank under the MFA;
(iv) Other Obligors' Authorising Board Resolutions: a certified copy
of the resolutions of the board of directors of each of the other
Obligors referred to in paragraph (b)(iii) above;
(v) New Obligors Authorising Board Resolutions: in relation to each
of the New Obligors, a certified copy of the resolutions of its
board of directors approving this Agreement, the Guaranty
Agreement and the Security Agreement to be entered into by it and
otherwise in such form as local legal counsel to the US Security
Agent consider to be satisfactory;
(vi) Certificate of Authorisation of New Obligors: in relation to each
New Obligor, a certificate of one of its directors to the effect
that the requisite resolution of its board of directors has been
duly and properly passed approving this Agreement, the Guaranty
Agreement and the Security Agreement and confirming that such
resolutions are still in effect and have not been varied or
rescinded or a certificate in such other form as local legal
counsel to the Lead Bank and the Security Agents consider to be
satisfactory;
(vii) Constitutional Documents: certified copies of the constitutional
documents of each of the New Obligors;
(viii) Security Agreements: the Guaranty Agreement and Security
Agreement duly executed on behalf of each of the New Obligors,
together with such UCC filing statements and other ancillary
documents as local legal counsel to the Security Agent may
require; and
(ix) Legal Opinion: a legal opinion of North Carolina counsel relating
to the New Obligors;
(b) Directors' Certificates: a certificate (signed in each case by a duly
authorised director) of each of SCTC Inc. SCTC (UK) and TCLTC and SCC
and dated as of the Effective Date that, after making diligent
enquiry, the directors are not aware that any Event of Default or
Potential Event of Default under the MFA has occurred and is
Continuing;
(c) Bank Mandates: such bank mandates, specimen signatures and similar
documentation as Centura Bank may require in order to enable each of
the Facilities made available by it to be utilised by each of the
Borrowers, duly signed on behalf of the relevant Borrower(s);
(d) Exiting Banks: a letter from each of Sun Trust and Rabobank
International addressed to the Lead Bank, confirming that no party to
the MFA or any Finance Document or Security Document has any further
liabilities (actual or contingent) to it in connection with the MFA
and/or any Finance Document or Security Document;
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CONFORMED COPY
(e) Other Documentation: such other documentation as the Lead Bank may
specify in writing.
3.2 The Lead Bank shall be entitled to disregard discrepancies in any of the
conditions precedent produced to it pursuant to clause 3.1 of this
Agreement where it considers that such discrepancy is of a minor and
non-material nature.
3.3 The representations and warranties in clause 13.1 of the MFA shall be
deemed to be repeated on the date of this Agreement and on the Effective
Date.
3.4 All fees payable to the respective legal advisers of the Lead Bank and the
US Security Agent shall be paid together with any disbursements and any
applicable taxes in full within five Business Days of the Effective Date.
4. Construction
4.1 The MFA and this Agreement shall after the date of this Agreement be read
and construed as one document and references in the MFA and each Finance
Document to the MFA shall be read and construed as references to the MFA as
supplemented and amended by this Agreement.
4.2 The MFA shall continue in full force and effect, save as otherwise
expressly amended by this Agreement.
4.3 The amendments contained in this Agreement shall be without prejudice to
any rights and liabilities arising under the MFA by reference to any acts,
omissions and events occurring before such amendments come into effect.
5. Costs and Expenses
SCTC Inc. will reimburse the Lead Bank and the US Security Agent on demand
all reasonable costs and expenses (including legal costs and out-of-pocket
expenses) and all value added tax thereon incurred by either of them in
connection with the negotiation, preparation and execution of this
Agreement and any condition precedent documentation contemplated in it.
6. Counterparts
This Agreement may be executed in any number of counterparts, all of which
when taken together shall constitute a single instrument.
7. Notices
The provisions of Clause 32 (Notices) of the MFA shall be deemed to be
incorporated, mutatis mutandis, in this Agreement.
8. Governing Law and Jurisdiction
The provisions of Clause 40 (Governing Law and Jurisdiction) of the MFA
shall be deemed to be incorporated, mutatis mutandis, in this Agreement.
AS WITNESS the hands of the parties the day and year first above written.
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CONFORMED COPY
Schedule 1
The Borrowers
Name Company Number
Trans-Continental Leaf Tobacco Corporation Limited H.LIV/14
Standard Commercial Tobacco Company (UK) Limited 1411968
Standard Commercial Tobacco Co., Inc. 00-0000000
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CONFORMED COPY
Schedule 2
The Remaining Banks
ABN Amro Bank
Berenberg Bank
BHF Bank AG
Centura Bank
Commerzbank AG
Deutsche Bank AG in Hamburg
Dresdner Bank AG in Hamburg
First Union National Bank
KBC Bank NV
Fortis Bank (Nederland) NV
Norddeutsche Landesbank Girozentrale
Standard Chartered Bank
Westdeutsche Landesbank Girozentrale
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CONFORMED COPY
Signature Pages
The Borrowers
TRANS-CONTINENTAL LEAF TOBACCO CORPORATION LIMITED
FL-9490 Vaduz
Liechtenstein
Facsimile No: + 41 75 236 5555
Attention: The Finance Director
By: XXXXX X.XXXXXXX
STANDARD COMMERCIAL TOBACCO COMPANY (UK) LIMITED
Xxxxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxxxx XX0 0XX
Xxxxxxx
Facsimile No: + 44 1483 860176
Attention: The Finance Director
By: XXXXX X.XXXXXXX
STANDARD COMMERCIAL TOBACCO CO., INC.
0000 Xxxxxx Xxxx, X X Xxx 000,
Xxxxxx XX 00000-0000, XXX
Facsimile No: + 1 919 237 1109
Attention: The Finance Director
By: XXXXX X.XXXXXXX
SCC (as Guarantor)
STANDARD COMMERCIAL CORPORATION
0000 Xxxxxx Xxxx, X X Xxx 000,
Xxxxxx XX 00000-0000, XXX
Facsimile No: + 1 919 237 1109
Attention: The Finance Director
By: XXXXX X.XXXXXXX
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CONFORMED COPY
The New Obligors
STANDARD COMMERCIAL TOBACCO OPERATIONS, LLC
0000 Xxxxxx Xxxx
XX Xxx 000
Xxxxxx XX 00000-0000
XXX
Facsimile No: + 1 919 237 1109
Attention: The Finance Director
By: XXXXX X.XXXXXXX
STANDARD COMMERCIAL TOBACCO THRESHING, LLC
0000 Xxxxxx Xxxx
XX Xxx 000
Xxxxxx XX 00000-0000
XXX
Facsimile No: + 1 919 237 1109
Attention: The Finance Director
By: XXXXX X.XXXXXXX
STANDARD COMMERCIAL TOBACCO PROCESSORS, LLC
0000 Xxxxxx Xxxx
XX Xxx 000
Xxxxxx XX 00000-0000
XXX
Facsimile No: + 1 919 237 1109
Attention: The Finance Director
By: XXXXX X.XXXXXXX
The Lead Bank
DEUTSCHE BANK A.G. IN HAMBURG
Firmen und Institutionen
Konzernbetreuung
Xxxxxxxxxxxx 0
00000 Xxxxxxx, Xxxxxxx
Facsimile No: + 49 40 3701 4684
Attention: Xxxxx Xxxxxxx
By: XXXXXXX XXXXXX
XXXX-XXXXXXXX XXXXXX
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CONFORMED COPY
The International Security Agent
FORTIS BANK (NEDERLAND) X.X.
Xxxxxxxx Xxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile No: + 000 000 0000
Attention: Xxxx Xxxxxx-Xxxxx
By: X.X XXX XXXXX - XXXXXXXX
YCM VAN DER KLOET
The US Security Agent
FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx, X-00
Xxxxxxxxx
XX 00000-0000
XXX
Facsimile No: 00 1 704 383 6647
Attention: Xxxxx Xxxxxx
By: XXXXXXXXXXX X.XXXXXX
The Steering Committee
DEUTSCHE BANK A.G. IN HAMBURG
Firmen und Institutionen
Konzernbetreuung
Xxxxxxxxxxxx 0
00000 Xxxxxxx, Xxxxxxx
Facsimile No: + 49 40 3701 4684
Attention: Xxxxx Xxxxxxx
By: XXXXXXX XXXXXX
XXXX-XXXXXXXX XXXXXX
FORTIS BANK (NEDERLAND) NV
Xxxxxxxxxx 00
XX Xxx 000
0000 XX Xxxxxxxxx
Xxxxxxxxxxx
Facsimile No: + 31 10 401 6558
Attention: Jaap Van Beveren
By: X.X XXX XXXXX - XXXXXXXX
XXXX XXX XXXXXXX
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CONFORMED COPY
FIRST UNION NATIONAL BANK
c/o First Union Securities, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx
XX 00000-0000
XXX
Facsimile No: 00 1 704 383 6647
Attention: Xxxxx Xxxxxxxx
Managing Director
By: XXXXX XXXXXXXX
NORDDEUTSCHE LANDESBANK GIROZENTRALE
Xxxxxxxxxxxxx 0
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 3765 5304
Attention: Xxx Xxxxxxxxxx
By: XXXXXX XXXXXXXXXX
XXXXXX XXXXX
WESTDEUTSCHE LANDESBANK GIROZENTRALE
Xxxxxxxxxx 00
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 339 68265
Attention: Xxx Xxxxxx Xxxx, Credit Department
By: X.XXXXXXX
XXXXXX XXXX
The Banks
DEUTSCHE BANK A.G. IN HAMBURG
Firmen und Institutionen
Konzernbetreuung
Xxxxxxxxxxxx 0
00000 Xxxxxxx, Xxxxxxx
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CONFORMED COPY
Facsimile No: + 49 40 3701 4684
Attention: Xxxxx Xxxxxxx
By: XXXXXXX XXXXXX
XXXX-XXXXXXXX XXXXXX
FORTIS BANK (NEDERLAND) NV
Xxxxxxxxxx 00
XX Xxx 000
0000 XX Xxxxxxxxx
Xxxxxxxxxxx
Facsimile No: + 31 10 401 6558
Attention: Jaap Van Beveren
By: X.X XXX XXXXX - XXXXXXXX
XXXX XXX XXXXXXX
FIRST UNION NATIONAL BANK
c/o First Union Securities, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx
XX 00000-0000
XXX
Facsimile No: 001 704 383 6647
Attention: Xxxxx Xxxxxxxx
Managing Director
By: XXXXX XXXXXXXX
NORDDEUTSCHE LANDESBANK GIROZENTRALE
Xxxxxxxxxxxxx 0
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 3765 5304
Attention: Xxx Xxxxxxxxxx
By: XXXXXX XXXXXXXXXX
XXXXXX XXXXX
WESTDEUTSCHE LANDESBANK GIROZENTRALE
Xxxxxxxxxx 00
00000 Xxxxxxx
Xxxxxxx
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CONFORMED COPY
Facsimile No: + 49 40 339 68265
Attention: Xxx Xxxxxx Xxxx, Credit Department
By: X.XXXXXXX
XXXXXX XXXX
XXXXXXXXX BANK
Neuer Xxxxxxxxxxxxx 00
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 354 248
Attention: Xx Xxxxx Xxxxxxxx
By: XXXXX XXXXXXXXX
XXXXX XXXXXXXXX
BHF-BANK AKTIENGESELLSCHAFT
Xxxxx Xxxx 00
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 3200 9203
Attention: Xx Xxxxxxxx Xxxxx
By: XXXXXXX XXXXXXX VON HUELST
XXXXXXXX XXXXX
COMMERZBANK X.X.
Xxxx 0-0
00000 Xxxxxxx
Xxxxxxx
Facsimile No: + 49 40 368 32869
Attention: Xxxx Xxxxxxxxxxxx
By: XXXX XXXXXXXXXXXX
XXXXXXXX
ABN AMRO BANK N.V.
TCF Europe,
Herengracht 595
XX Xxx 00 (AF 2432)
1000AB Amsterdam
The Netherlands
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CONFORMED COPY
Tel: + 00 00 000 0000
Fax: + 00 00 000 0000
Attention: Xx. Xxxxxx Xxxxxxx
By: XXXXXX X. XXXXXXX
M.C MARSEILLE-XXXXX
KBC BANK N.V.
Global Trade Finance Group
Xxxxxxxx Xxxxx
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Tel: x00 00 0000 0000
Fax: x00 00 0000 0000
Attention: Xxxx Xxxxxxx/Xxxx Xxxxxx
By: XXXXXXX X.XXXXXX
XXXX XXXXXXX
STANDARD CHARTERED BANK
00 Xxxxxxxxxxx Xxxxxx
Xxxxxx XX0X XXX
Xxxxxxx
Tel: x00 000 000 0000
Fax: x00 000 000 0000
Attention: Xx. Xxxxxxxx Xxxxxxx-Xxxxxx
By: XXX XXXX
XXXXX XXXXXX
XXXXXXXX BANK AG IN HAMBURG
Corporate Customers
Betreuung Unternehmenskunden Hamburg 3
Xxxxxxxxxxxxx 00
00000 Xxxxxxx
Xxxxxxx
Tel: + 00 00 0000 0000
Fax: + 00 00 000 0 0000
Attention: Xx Xxxxx Xxxxxxx
By: EUGEN XXXXXXX
XXXXXX
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CENTURA BANK
Corporate Banking
PO Box 1220
000 X. Xxxxxx Xxxxxx
Xxxxx Xxxxx
XX00000
XXX
Tel: x0 000 000 0000
Fax: x0 000 000 0000
Attention: Xxxxx X Xxxxx
By: XXXXX X.XXXXX
The Outgoing Banks
RABOBANK INTERNATIONAL
Thames Court
One Xxxxxxxxxx
Xxxxxx
XX0X 0XX
Facsimile No: + 44 20 7809 3500
Attention: Xx Xxxxx Xxxxxxx
By: XXXXX XXXXXXX
SIMON XXXXXXX XXXXX
SUN TRUST
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx
XX 00000
XXX
Facsimile No: 00 1 804 782 5413
Attention: Mr C Xxxx Key
By: C XXXX KEY
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