Exhibit 10.18
IN THE CHANCERY COURT OF ▇▇▇▇▇▇▇ COUNTY,
STATE OF MISSISSIPPI
)
IN RE ▇▇▇▇ ▇▇▇▇▇, ATTORNEY GENERAL, ex rel. ) CAUSE No. 94-1429
STATE OF MISSISSIPPI TOBACCO LITIGATION )
)
COMPREHENSIVE SETTLEMENT AGREEMENT
AND RELEASE
THIS COMPREHENSIVE SETTLEMENT AGREEMENT AND RELEASE is made as of this
17th day of October, 1997, by and among the undersigned, to settle and resolve
with finality all present and future civil claims against all parties to this
action relating to the subject matter of this litigation which have been or
could have been asserted by any of the parties to this action.
WHEREAS, the State of Mississippi, through its Attorney General, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, commenced this action in May 1994, asserting various claims for
monetary and injunctive relief on behalf of the State of Mississippi against
certain tobacco manufacturers and others as Defendants;
WHEREAS, Defendants deny each and every one of the State of Mississippi's
allegations of unlawful conduct and have asserted a number of defenses to the
State of Mississippi's claims, all of which defenses have been contested by the
State of Mississippi;
1
WHEREAS, the State of Mississippi, through its Attorney General, the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, has had a significant leadership role among the
various states in maintaining civil litigation against the tobacco industry and
in seeking to forge an unprecedented national resolution of the principal issues
and controversies associated with the manufacture, marketing and sale of tobacco
products in the United States;
WHEREAS, through the efforts of the State of Mississippi, Attorney General
▇▇▇▇▇ and others, a June 20, 1997 Memorandum of Understanding and Proposed
Resolution (the "Proposed Resolution") have been agreed to by members of the
tobacco industry, state attorneys general, private litigants and representatives
of public health groups, which Proposed Resolution would provide for
unprecedented and comprehensive regulation of the tobacco industry while
preserving the right of individuals to assert claims for compensation;
WHEREAS, the Proposed Resolution contemplates action by the United States
Congress and the President to enact and sign a new federal law with respect to
the tobacco industry, which action the tobacco industry has agreed to support
and which will require study and analysis by Congress and the President;
WHEREAS, trial of this action was scheduled to commence on July 7, 1997
and a continuance of such trial could have prejudiced the State of Mississippi,
the State of Mississippi and the undersigned defendants ("Settling Defendants")
agreed to settle independently the litigation commenced by Attorney General
▇▇▇▇▇ pursuant to financial terms comparable to those contained in the
2
Proposed Resolution, which terms will achieve for Mississippi immediately the
financial benefits it would receive pursuant to the national Proposed
Resolution, should it become law; and
WHEREAS, counsel for the State of Mississippi and the undersigned
defendants entered into a Memorandum of Understanding as of July 2, 1997 (the
"MOU"), setting forth the principal terms and conditions of an agreement in
principle, and such MOU contemplated that the parties thereto would draft and
execute a comprehensive Settlement Agreement incorporating the terms of the MOU
as well as other customary terms and conditions, including releases, acceptable
to such parties;
NOW, THEREFORE, BE IT KNOWN THAT, in consideration of the payments to be
made by Settling Defendants, the dismissal and release of claims by the State of
Mississippi and such other consideration as described herein, the sufficiency of
which is acknowledged, the State of Mississippi, acting by and through its duly
elected and authorized Attorney General, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and the Settling
Defendants, acting by and through their authorized agents, memorialize and agree
as follows:
1. Jurisdiction. Settling Defendants and the State of Mississippi
acknowledge that this Court has jurisdiction over the subject matter of this
action and over each of the parties to this Settlement Agreement. Jurisdiction
is retained by the Court for the purposes of enabling any party to this
Settlement Agreement to apply to the Court at any time for further orders and
directions as may be
3
necessary and appropriate to implement or enforce this Settlement Agreement, and
the parties agree to present any disputes under this Settlement Agreement to
this Court.
2. Applicability. This Settlement Agreement shall be binding upon all
Settling Defendants and their successors and assigns in the manner expressly
provided for herein and shall inure to their benefit and to that of their
respective directors, officers, employees, attorneys, representatives, insurers,
suppliers, distributors and agents, and to that of any of their present or
former parents, subsidiaries, affiliates, divisions or other organizational
units of any kind. This Settlement Agreement shall be binding on and inure to
the benefit of the State of Mississippi, its administrators, representatives,
employees, officers, agents and legal representatives; all agencies,
departments, commissions and divisions of the State; all subdivisions, public
entities, public corporations, instrumentalities and educational institutions
over which the State has control; and their predecessors, successors and
assigns. None of the rights granted or obligations assumed under this Agreement
may be assigned or otherwise conveyed without the express prior written consent
of all of the parties hereto.
3. Voluntary Agreement of Parties. The State of Mississippi and the
Settling Defendants acknowledge and agree that this Settlement Agreement is
voluntarily entered into by all parties hereto as the result of arms length
negotiations during which all such parties were represented by counsel. Settling
Defendants understand and acknowledge that certain provisions of this Settlement
4
Agreement impose specific requirements on them that could give rise to
challenges under various federal and State constitutional provisions if the
State of Mississippi unilaterally imposed such requirements. None of the parties
hereto will seek to challenge this Settlement Agreement based on any such
constitutional challenge to the provisions contained herein.
4. Definitions. For the purposes of this Settlement Agreement, the
following terms shall have the meanings set forth below:
(a) "State" or "State of Mississippi" means the State of
Mississippi, all of its officers acting in their official capacities and
any department, subdivision or agency of the State, regardless of whether
a named plaintiff;
(b) "Settling Defendants" means those Defendants in this Action that
are signatories to this Settlement Agreement;
(c) "Non-Settling Defendants" means those Defendants in this Action
that are not signatories to this Settlement Agreement;
(d) "Market Share" means, for each year, a Settling Defendant's
respective share of sales of cigarettes for consumption in the United
States;
(e) "Tobacco Products" shall be defined in the same manner as in the
Food and Drug Administration Rule and shall include Roll-Your-Own, Little
Cigars and Fine Cut;
5
(f) "Billboards" includes billboards, as well as all signs and
placards in arenas and stadia, whether open-air or enclosed; "Billboards"
does not include: (1) any advertisements placed on or outside the premises
of retail establishments licensed to sell Tobacco Products or any retail
point-of-sale; and (2) billboards or advertisements in connection with the
sponsorship by Settling Defendants of any entertainment, sporting or
similar event, such as NASCAR, that appears in the State of Mississippi as
part of a national or multi-state tour;
(g) "Transit Advertisements" means advertising on private or public
vehicles and all advertisements placed at, on or within any bus stop, taxi
stand, waiting area, train station, airport or any similar location;
"Transit Advertisements" does not include any advertisements placed on or
outside the premises of retail establishments licensed to sell Tobacco
Products or any retail point-of-sale;
(h) "Final Approval" means the date on which all of the following
shall have occurred:
(1) The Settlement Agreement is approved by the Court;
(2) Entry is made of an order of dismissal of claims or a
final judgment as provided herein; and
(3) The time for appeal or to seek permission to appeal from
the Court's approval as described in (1) hereof and entry of such
final judgment or order of dismissal as described in (2) hereof
6
has expired or, in the event of an appeal, the appeal has been
dismissed or the approval described in (1) hereof and order or
judgment described in (2) hereof have been affirmed in their
entirety by the court of last resort to which such appeal has
been taken and such affirmance has become no longer subject to
further appeal or review.
5. Elimination of Billboards and Transit Advertisements. Settling
Defendants agree to discontinue all Billboards and Transit Advertisements of
Tobacco Products in the State of Mississippi. Settling Defendants agree to
exercise their best efforts in cooperation with the State of Mississippi to
identify all Billboards that are located within 1000 feet of any public or
private school or playground in the State of Mississippi. Settling Defendants
will remove such Tobacco Product advertisements (leaving the space unused or
used for advertising unrelated to Tobacco Products) or, at the option of the
State of Mississippi, will allow the State of Mississippi, at its expense, to
substitute for the remaining term of the contract alternative advertising
intended to discourage the use of Tobacco Products by children under the age of
18. Settling Defendants agree to provide the State of Mississippi with
preliminary lists of the locations of all Billboards and stationary Transit
Advertisements within 30 days from the date of execution of this Settlement
Agreement, such lists to be finalized within an additional 15 days, and to
remove all Billboards and Transit Advertisements for Tobacco Products within the
State of Mississippi at the earlier of the expiration of
7
applicable contracts or 4 months from the date the final lists are supplied to
the State of Mississippi. The parties hereto also agree to cooperate to secure
the expedited removal of up to 50 Billboards or stationary Transit
Advertisements designated by the State of Mississippi, within 30 days after
their designation.
Each Settling Defendant shall provide the Court and the Attorney General,
or his designee, with the name of a contact person to whom the State of
Mississippi may direct inquiries during the time such Billboards and Transit
Advertisements are being eliminated, from whom the State of Mississippi may
obtain periodic reports as to the progress of their elimination and who will be
responsible for ensuring that appropriate action is taken to remove any
Billboards or Transit Advertisements that have not been eliminated in a timely
manner.
6. Support of Legislation and Rules. Following Final Approval of this
Settlement Agreement, ▇▇▇▇▇▇▇▇ Defendants agree to support legislative
initiatives to enact new laws and administrative initiatives to promulgate new
rules intended to effectuate the following:
(a) The prohibition of the sale of cigarettes in vending machines,
except in adult-only locations and facilities;
(b) The strengthening of civil penalties for sales of Tobacco
Products to children under the age of 18 years, including the suspension
or revocation of retail licenses; and
(c) The strengthening of civil penalties for possession of Tobacco
Products by children under the age of 18 years.
8
7. Initial Payment. The parties hereto acknowledge that, on July 15, 1997,
Settling Defendants, in accordance with the terms of the MOU and pursuant to a
mutually acceptable escrow agreement, paid into a special escrow account (the
"Escrow Account"), for the benefit of the State of Mississippi, to be held in
escrow pending Final Approval, the sum of $170 million; that being the State of
Mississippi's good faith estimate of the portion the State of Mississippi would
receive of the $10 billion payment provided for in Paragraph A on page 34 of the
Proposed Resolution.
8. Pilot Program Payment. In support of the State of Mississippi's
demonstrated commitment to the meaningful and immediate reduction of the use of
Tobacco Products by children under the age of 18 years, Settling Defendants
agree to support a pilot program (the "Mississippi Tobacco Pilot Program"), the
terms of which shall be submitted to the Court by the Attorney General of the
State of Mississippi, and the elements of which shall be aimed specifically at
the reduction of the use of Tobacco Products by children under the age of 18
years. Accordingly, on or before October 20, 1997, Settling Defendants shall,
pursuant to a mutually acceptable escrow agreement attached hereto as Exhibit A,
cause to be paid into a second special escrow account (the "Mississippi Tobacco
Pilot Program Escrow Account"), for the benefit of the State of Mississippi, to
be held in escrow pending Final Approval of this Settlement Agreement, the sum
of $61,818,000. The Mississippi Tobacco Pilot Program shall commence within a
reasonable period after Final Approval of this Settlement Agreement, and shall
9
last for a 24-month period. The $61,818,000 amount payable by Settling
Defendants in support of the Mississippi Tobacco Pilot Program (the "Pilot
Program Amount") shall be used only after Court approval of the specific terms
of the Mississippi Tobacco Pilot Program for general enforcement, media,
educational and other programs directed to the underage users or potential
underage users of Tobacco Products, but shall not be directed against any
particular tobacco company or companies or any particular brand of Tobacco
Products. No expenditure from the Pilot Program Amount shall be made except upon
application to the Court by the Attorney General and approval of such
application by the Court.
9. Annual Payments. Each of the Settling Defendants agrees, severally and
not jointly, that on December 31, 1998 and annually thereafter (subject to final
adjustment within 30 days), it shall cause to be paid into a special account for
the benefit of the State of Mississippi (the "Account"), pro rata in proportion
equal to its respective Market Share, its share of 1.7% of the following amounts
(in billions):
Year 1 2 3 4 5 6 thereafter
----
Amount $4B $4.5B $5B $6.5B $6.5B $8B $8B
------
The above amounts represent the amounts contemplated under the Proposed
Resolution to be paid to the several States, without regard to the possibility
of any claims for reimbursement or credit by any other person or entity
including any federal government agency. The payments made to the Account by
Settling
10
Defendants pursuant to the calculation set forth in this paragraph shall be
adjusted upward by the greater of 3% or the Consumer Price Index applied each
year on the previous year, beginning with the first annual payment. Such
payments will also be decreased or increased, as the case may be, in accordance
with decreases or increases in volume of domestic tobacco product volume sales
as provided in Paragraph B.5 on pages 34-35 of the Proposed Resolution. In the
absence of any of the foregoing adjustments, Settling Defendants would be
obligated to pay to the State of Mississippi pursuant to this paragraph the
following approximate amounts (in millions), which are set forth for
illustrative purposes only:
Year 1998 1999 2000 2001 2002 2003 thereafter
----
Amount $68M $76.5M $85M $110.5M $110.5M $136M $136M
------
Any payment pursuant to this paragraph that is due to be paid before Final
Approval of this Settlement Agreement shall be paid into the Escrow Account and
shall be disbursed only as provided by the terms of the Escrow Agreement.
Settling Defendants shall make their first annual payment to the State of
Mississippi pursuant to this paragraph 9 of this Agreement on December 31, 1998,
without adjustment and without regard to any first annual payment date provided
for under any legislation implementing the Proposed Resolution or a
substantially equivalent federal program, such payment to be credited against
any first annual payment due under such legislation before February 28, 1999.
10. Adjustments in Event of Federal Resolution. In the event that
legislation implementing the Proposed Resolution or a substantially equivalent
11
federal program is enacted into law, the settlement provided herein shall remain
in place, but the terms of such legislation shall supersede the provisions of
this Settlement Agreement, except such provisions as relate to the Mississippi
Tobacco Pilot Program and except to the extent that the parties hereto have
otherwise expressly agreed. In order to provide Settling Defendants with a full
credit for all payments made hereunder pursuant to paragraphs 7 and 9 of this
Settlement Agreement in the event of the enactment of legislation implementing
the Proposed Resolution or a substantially equivalent federal program, and to
the extent that the payments made pursuant to paragraphs 7 and 9 of this
Settlement Agreement shall differ from the amounts to be received by the State
of Mississippi pursuant to such legislation implementing the Proposed Resolution
or a substantially equivalent federal program, the parties hereto shall take
whatever steps are necessary to ensure that the principal amount of payments
received by the State of Mississippi will be the same as the amounts it would
receive pursuant to the Proposed Resolution or a substantially equivalent
federal program.
11. Use of Funds. The monies received under this Settlement Agreement
constitute reimbursement for public health expenditures made by the State of
Mississippi and various political subdivisions and agencies of the State of
Mississippi including the Mississippi State Employees Health Insurance Plan,
University Medical Center and charity hospitals, as well as for Medicaid
expenditures of the State of Mississippi, and are in satisfaction of all of the
State of Mississippi's claims, including those for punitive damages. In
consonance
12
with the relief sought by this Action and the Proposed Resolution, the parties
hereto anticipate that funds provided hereunder, other than funds dedicated
hereunder to the Mississippi Tobacco Pilot Program and legal expense
reimbursement, will be used for health-related expenses of the State of
Mississippi.
12. Dismissal of the State of Mississippi's Claims. Upon approval of this
Settlement Agreement by the Court, the State of Mississippi shall dismiss, with
prejudice as to Settling Defendants (including their parents and affiliates),
and without prejudice as to Non-Settling Defendants, all claims in this Action.
In the event any Non-Settling Defendants agree to comply with the non-economic
terms contained in this Settlement Agreement, the State of Mississippi shall
dismiss with prejudice all claims against any such Non-Settling Defendants.
13. State of Mississippi's Waiver and Release. Upon Final Approval, the
State of Mississippi shall release and forever discharge all Defendants and
their present and former parents, subsidiaries, divisions, affiliates, officers,
directors, employees, representatives, insurers, suppliers, agents, attorneys
and distributors (and the predecessors, heirs, executors, administrators,
successors and assigns of each of the foregoing) (the "Released Parties"), from
any and all manner of civil claims, demands, actions, suits and causes of
action, damages whenever incurred, liabilities of any nature whatsoever,
including civil penalties, as well as costs, expenses and attorneys' fees
(except as to Settling Defendants' obligations under paragraph 16 of this
Settlement Agreement), known or unknown, suspected or
13
unsuspected, accrued or unaccrued, whether legal, equitable or statutory
("Claims") that the State of Mississippi (including any of its past, present or
future agents, officials acting in their official capacities, legal
representatives, agencies, departments, commissions, divisions, subdivisions
(political and otherwise), public entities, corporations, instrumentalities and
educational institutions, and whether or not any such person or entity
participates in the settlement), whether directly, indirectly, representatively,
derivatively or in any other capacity, ever had, now has or hereafter can, shall
or may have, as follows:
(1) for the past, as to any Claims that were or could have been made in
this action or any comparable federal action; and
(2) for the future, only as to Claims directly or indirectly based on,
arising out of or in any way related to, in whole or in part, the use of or
exposure to Tobacco Products manufactured in the ordinary course of business,
including without limitation any future claims for reimbursement for heath care
costs allegedly associated with smoking (such past and future Claims hereinafter
referred to, collectively, as the "Released Claims").
The State of Mississippi hereby covenants and agrees that it shall not
hereafter sue or seek to establish civil liability against any Released Party
based, in whole or in part, upon any of the Released Claims, and the State of
Mississippi agrees that this covenant and agreement shall be a complete defense
to any such civil action or proceeding, provided, however, that those
Non-Settling Defendants
14
which are not parents or affiliates of the Settling Defendants shall be entitled
to the foregoing release and covenant not to sue only upon their assent to
comply with the non-economic provisions of this Settlement Agreement, including
waiver of claims, if any.
14. Settling Defendants' Waiver and Dismissal of Claims. Upon Final
Approval, Settling Defendants shall waive any and all claims against the State
of Mississippi and any of its officers, employees, agents, counsel, witnesses
(fact or expert), whistle-blowers or contractors, relating to or in connection
with this litigation and shall dismiss, with prejudice, any pending claims or
actions against such persons or entities.
15. Most-Favored Nation. Settling Defendants agree that if they enter into
any future pre-verdict settlement agreement of other litigation brought by a
non-federal governmental plaintiff on terms more favorable to such governmental
plaintiff than the terms of this Settlement Agreement (after due consideration
of relevant differences in population or other appropriate factors), the terms
of this Settlement Agreement will be revised so that the State of Mississippi
will obtain treatment at least as relatively favorable as any such non-federal
governmental entity. In addition, Settling Defendants agree that, in the event
of any future settlement or final judgment with respect to the claims for
non-economic injunctive relief pending in the lawsuit entitled State of Florida,
et al. v. American Tobacco Company, et al., Civ. Action No. 95-1466 AH
(Fifteenth Judicial Circuit, Palm Beach County, Fla.), the terms of this
Settlement Agreement will be revised
15
so that the State of Mississippi will receive benefits comparable to the terms
of any such settlement or final judgment (after due consideration of relevant
differences in population or other appropriate factors).
16. Costs and Expenses. Settling Defendants have agreed to reimburse the
reasonable costs and expenses incurred by the office of the Attorney General and
other appropriate state agencies and the State of Mississippi's private counsel
in connection with this litigation, provided that such costs and expenses are of
the same nature as costs and expenses for which ▇▇▇▇▇▇▇▇ Defendants would
reimburse to their own counsel or agents. The parties hereto acknowledge that,
pursuant to this agreement, on July 30, 1997, Settling Defendants paid to the
Attorney General of Mississippi $2.5 million for the Attorney General's best
estimate of costs and expenses attributable to his office and other appropriate
state agencies or persons in connection with this litigation (cost for public
employees shall be at prevailing market rates); and further acknowledge that, on
July 30, 1997, Settling Defendants paid $12.5 million to private counsel for the
State of Mississippi for private counsel's best estimate of their costs and
expenses. The Attorney General's Office, for itself and for other appropriate
state entities, and Mississippi's private counsel shall provide Settling
Defendants with an appropriately documented statement of their costs and
expenses. Settling Defendants shall promptly pay the amount of such costs and
expenses in excess of the above $15 million, or shall receive a refund if the
total of such costs and expenses shall be less than $15 million. Any dispute as
to the nature or amount of
16
reimbursable costs and expenses shall be decided with finality by the persons
selected to award fees, as provided below.
Settling Defendants agree to pay, separately and apart from the above,
reasonable attorneys' fees to private counsel. If the Proposed Resolution or a
substantially equivalent federal program is enacted, the amount of such fees
will be set by a panel of independent arbitrators with finality, subject to an
appropriate annual cap on all such payments and other conditions. In the absence
of any such legislation enacting the Proposed Resolution or a substantially
equivalent federal program, attorneys' fees in connection with this litigation
will be awarded in the same manner (subject to the appropriate annual cap and
other conditions) by three independent arbitrators selected by the parties
hereto.
In addition to the foregoing, in the event of the enactment of the
Proposed Resolution or a substantially equivalent federal program, the parties
hereto contemplate that the State of Mississippi and any other similar State
which has made an exceptional contribution to secure the resolution of these
matters may apply to the panel of independent arbitrators for reasonable
compensation for its efforts in securing the Proposed Resolution, subject to an
appropriate separate annual cap on all such payments.
17. Representations of Parties. The parties hereto hereby represent that
this Settlement Agreement has been duly authorized and, upon execution, will
constitute a valid and binding contractual obligation of each of the parties
hereto enforceable in accordance with its terms.
17
18. Court Approval. If the Court refuses to approve this Settlement
Agreement or any material part hereof, or if such approval is modified as to any
material provision or set aside on appeal, or if the Court does not enter an
order of dismissal of claims or final judgment as provided for in paragraph 12
of this Agreement, or if the Court enters the order of dismissal of claims or
final judgment and appellate review is sought, and on such review such order of
dismissal or final judgment is not affirmed in its entirety as to all material
aspects of such order or final judgment, then this Settlement Agreement shall be
cancelled and terminated and it and all orders issued pursuant hereto shall
become null and void and of no effect.
19. Headings. The headings of the paragraphs of this Settlement Agreement
are not binding and are for reference only and do not limit, expand or otherwise
affect the contents of this Settlement Agreement.
20. No Determination or Admission. This Settlement Agreement having being
executed prior to the taking of any testimony, no final determination of
violation of any provision of law has been made in this Action. This Settlement
Agreement and any proceedings taken hereunder are not intended to be and shall
not in any event be construed as, or deemed to be, an admission or concession or
evidence of any liability or any wrongdoing whatsoever on the part of any party
hereto or any Released Party. The parties hereto and Released Parties
specifically disclaim and deny any liability or wrongdoing whatsoever with
respect to the allegations and claims asserted against them in this action, and
the parties hereto
18
enter into this Settlement Agreement solely to avoid the further expense,
inconvenience, burden and uncertainty of litigation.
21. Non-Admissibility. The settlement negotiations resulting in this
Settlement Agreement have been undertaken by the parties in good faith and for
settlement purposes only, and neither this Settlement Agreement nor any evidence
of negotiations hereunder, shall be offered or received in evidence in this
Action, or any other action or proceeding, for any purpose other than in an
action or proceeding arising under this Settlement Agreement.
22. Amendment. This Settlement Agreement may be amended only by a writing
executed by all signatories hereto, and any provision hereof may be waived only
by an instrument in writing executed by the waiving party. The waiver by any
party of any breach of this Settlement Agreement shall not be deemed to be or
construed as a waiver of any other breach, whether prior, subsequent or
contemporaneous, of this Settlement Agreement.
23. Notices. All notices or other communications to any party to this
Settlement Agreement shall be in writing (including telex, telecopy or similar
writing) and shall be given to the respective parties hereto at the following
addresses. Any party hereto may change the name and address of the person
designated to receive notice on behalf of such party by notice given as provided
in this paragraph.
19
State of Mississippi:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Attorney General
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with copies to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Scruggs, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Bozeman & ▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Post Office Drawer ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
and:
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Poole
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
and:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 865
Pascagoula, MS ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
For ▇▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
20
New York, NY 10019
Fax: ▇▇▇.▇▇▇.▇▇▇▇
For ▇.▇. ▇▇▇▇▇▇▇▇ Tobacco Company:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
General Counsel
▇.▇. ▇▇▇▇▇▇▇▇ Tobacco Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
For Brown & ▇▇▇▇▇▇▇▇▇▇ Tobacco Corporation:
F. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Tobacco Corporation
200 Brown & ▇▇▇▇▇▇▇▇▇▇ Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
For Lorillard Tobacco Company:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Lorillard Tobacco Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
21
24. Cooperation. The parties to this Settlement Agreement and their
attorneys agree to use their best efforts and to cooperate with each other to
cause this Settlement Agreement to become effective, to obtain all necessary
approvals, consents and authorizations, if any, and to execute all documents and
to take such other action as may be appropriate in connection therewith.
Consistent with the foregoing, the parties hereto agree that they will not
directly or indirectly challenge the Attorney General's authority to enter into
this Settlement Agreement and that they will not in any way assist or encourage
any challenge to this Settlement Agreement by any other person. The parties
hereto may agree, without further order of the Court, to reasonable extensions
of time to carry out any of the provisions of this Settlement Agreement.
25. Governing Law. This Settlement Agreement shall be governed by the law
of the State of Mississippi.
26. Construction. None of the parties hereto shall be considered to be the
drafter of this Settlement Agreement or any provision hereof for the purpose of
any statute, case law or rule of interpretation or construction that would or
might cause any provision to be construed against the drafter hereof.
27. Severability. In the event that any non-material provision of this
Settlement Agreement is found to be invalid, the remainder of this Settlement
Agreement shall be fully enforceable.
28. Intended Beneficiaries. This Action was brought by the State of
Mississippi, through its Attorney General, to recover certain monies and to
22
promote the health and welfare of the people of Mississippi. No portion of this
Settlement Agreement shall provide any rights to, or be enforceable by, any
person or entity that is not a party hereto or a Released Party and no portion
of this Settlement Agreement shall bind any non-party (other than a Released
Party) or determine, limit or prejudice the rights of any such person or entity.
29. Counterparts. This Settlement Agreement may be executed in
counterparts. Facsimile or photocopied signatures shall be considered as valid
signatures as of the date hereof, although the original signature pages shall
thereafter be appended to this Settlement Agreement.
IN WITNESS WHEREOF, the undersigned parties, through their fully
authorized representatives, have agreed to this Comprehensive Settlement
Agreement and Release as of this 17th day of OCTOBER, 1997.
JACKSON, MISSISSIPPI
STATE OF MISSISSIPPI, acting by and
through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, its duly
elected and authorized Attorney General
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Attorney General
23
▇▇▇▇▇▇ ▇▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Counsel
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Counsel
▇.▇. ▇▇▇▇▇▇▇▇ TOBACCO COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Counsel
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Counsel
BROWN & ▇▇▇▇▇▇▇▇▇▇ TOBACCO
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Counsel
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Vice President-Law & General Counsel
24
