Conformed Copy                                          Exhibit 4(iii)

                               DATED 16 July 1996
                                ------------------

                         Standard Commercial Corporation
                       acting for itself and on behalf of
             Trans-Continental Leaf Tobacco Corporation Limited,      (1)
                Standard Commercial Tobacco Company (UK) Limited,
                            Spierer Freres & Cie S.A.
                                  Werkhof GmbH

                                     - and -

                  Standard Commercial Tobacco Company, Inc.           (2)
                               W.A. Adams Company
                            General Processors, Inc.

                                     - and -

                              Commerzbank A.G.,                       (3)
                         Deutsche Bank A.G. in Hamburg,
                      Westdeutsche Landesbank Girozentrale,
                                MeesPierson N.V.,
                      Norddeutsche Landesbank Girozentrale,
                         The Royal Bank of Scotland plc

                                     - and -

                        Deutsche Bank A.G. in Hamburg                 (4)

                                     - and -

                              MeesPierson N.V. (5)

                                     - and -

                                  The Banks                           (6)


                       -----------------------------------

                          SECOND SUPPLEMENTAL AGREEMENT
                       TO THE MASTER FACILITIES AGREEMENT

                       -----------------------------------

                              LOVELL WHITE DURRANT
                               65 Holborn Viaduct
                                 London EC1A 2DY




THIS AGREEMENT is made the 16th day of July 1996

BETWEEN:


(1)     STANDARD  COMMERCIAL  CORPORATION  (Federal  Tax  Identification  Number
        13/1337610)  whose  registered  office is at 2201 Miller Road,  P.O. Box
        450, Wilson NC 27894-0450, USA ("SCC") on behalf of itself and the other
        Group Companies referred to in Recital C below;

(2)     STANDARD COMMERCIAL TOBACCO COMPANY, INC. whose registered office
        is at P O Box 450, Wilson, North Carolina 27894, USA, W.A. ADAMS
        COMPANY whose registered office is at P O Box 1848, Wilson, North
        Carolina, 27894, USA, and GENERAL PROCESSORS INC. whose registered
        office is at P O Box 246, Oxford, North Carolina, 27565, USA. (the
        "US Obligors")

(3)     COMMERZBANK A.G, DEUTSCHE BANK A.G. in Hamburg, MEESPIERSON N.V.,
        WESTDEUTSCHE LANDESBANK GIROZENTRALE, NORDDEUTSCHE LANDESBANK
        GIROZENTRALE and THE ROYAL BANK OF SCOTLAND PLC (the "Steering
        Committee");

(4)     DEUTSCHE BANK A.G. in Hamburg (the "Lead Bank");

(5)     MEESPIERSON N.V.  (the "Security Agent");

(6)     THE BANKS LISTED IN SCHEDULE I  ("the Banks").


WHEREAS:

(A)     On 5 May,  1995, the parties  (except the US Obligors)  entered into the
        MFA (as defined below).

(B)     The US Obligors  now wish to become  parties to the MFA and they and the
        original parties also wish to amend and supplement the MFA as set out in
        this Agreement.

(C)     This Agreement is entered into by SCC (pursuant to Clause 37 of the MFA)
        on behalf of itself and each Group Company which is a party to the MFA.

IT IS AGREED:

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  and  the MFA (as  amended  by this  Agreement)  the
        following  expressions shall bear the following  respective meanings and
        shall (save for the definition of MFA) be deemed to be  incorporated  in
        the MFA:-


        "Aggregate Bank
        Indebtedness"           shall have the meaning given to that
                                expression in Clause 26.1 (Notification);"

        "Bank Loss"                     shall have the meaning given to that
                       expression in Clause 26.9(a) (Final
                                 Equalisation);

        "Committed Banks"               all Banks (to the extent and in respect
                        only of their respective Overall
                                  Commitments);

        "Default                        Date"  the  first   date  on  which  the
                                        Original US Lenders  declare an event of
                                        default (however expressed) under the US
                                        Facility Agreement;

        "Default Event"         an event of default (however expressed)
                        under the US Facility Agreement;

          "Intercreditor   Agreement"  the   intercreditor   and   subordination
               agreement  entered  into or to be entered into between (1) the US
               Obligors,  (2) the Senior Lenders named therein with  NationsBank
               of Georgia,  N.A., as their collateral and  administration  agent
               and (3) the Junior  Lenders named therein with the Security Agent
               as their collateral and administration agent;

          "Intercreditor  Obligations" all obligations and liabilities  incurred
               by the Security  Agent,  the Lead Bank and/or any of the Banks in
               connection  with or  arising  out of the US  Security  and/or the
               Intercreditor Agreement including,  without limitation,  any such
               obligations and liabilities  incurred by the Security Agent,  the
               Lead Bank and/or any of the Banks  pursuant to a breach by any of
               the Security Agent,  the Lead Bank and/or any of the Banks of any
               of the terms of the  Intercreditor  Agreement or by any of the US
               Obligors of any of the terms of the US Facility  Agreement and/or
               the Intercreditor Agreement;

          "Letter of Credit" the standby letter of credit issued or to be issued
               by the Security Agent in favour of the US Collateral  Agent in an
               amount of up to $2 million;

          "MFA"the Master Facilities  Agreement dated 5th May, 1995 made between
               Trans-Continental  Leaf Tobacco  Corporation Limited and Standard
               Commercial  Tobacco Company (UK) Limited (1) Spierer Freres & Cie
               S.A.  and Werkhof GmbH (2) Standard  Commercial  Corporation  (3)
               Commerzbank  A.G.,  Deutsche  Bank A.G. in Hamburg,  Westdeutsche
               Landesbank    Girozentrale,    MeesPierson   N.V.,   Norddeutsche
               Landesbank  Girozentrale  and The Royal Bank of Scotland  plc (4)
               Deutsche  Bank A.G. in Hamburg (5)  MeesPierson  N.V. (6) and the
               financial institutions identified therein as Banks (7) as amended
               by a first  supplemental  agreement  dated 1st February  1996 and
               includes  references  to  such  agreement  as  extended,  varied,
               supplemented, restated and or replaced in any manner from time to
               time (even if changes are made to the  composition of the Finance
               Parties   and/or  the  other  parties  to  such   agreement)  and
               references  to such  agreement  shall also  include any  document
               which  extends,  supplements,  varies,  restates or replaces such
               agreement;

          "NationsBank" NationsBank N.A. (formerly NationsBank N.A. (Carolinas);

          "Original US  Lenders"  the  financial  institutions  party  to the US
               Facility Agreement at the Default Date;

          "Proportion  of  Bank  Loss"  in  relation  to  any  Bank,  means  the
               proportion  which its Bank Loss bears to the aggregate of all the
               Bank Loss of the Banks on the date on which the  relevant  notice
               is delivered pursuant to Clause 26.9(a);

          "Pro Rata  Share"  in  relation  to any  Bank  at any  time,  means  a
               percentage  equal to that  proportion  which such Bank's  Overall
               Commitment at such time bears to the aggregate of all the Overall
               Commitments of the Banks at such time;

          "Reducing Portion" in relation to any Reducing Bank,  means the amount
               of its Reducing Outstandings and, in relation to any NonCommitted
               Bank, means the amount set out next to its name in Schedule XII;

          "SCC US Guarantee"  the guarantee  dated as of April 1995 given by SCC
               to the financial institutions party to the US Facility Agreement;


          "US  Collateral Agent"  NationsBank,  N.A.  (South),  or any successor
               appointed by the financial  institutions party to the US Facility
               Agreement from time to time;

          "US  Facility" the loan facilities made available to SCT(US)  pursuant
               to the US Facility Agreement;

          "US  Facility  Agreement" (i) the loan and security agreement dated as
               of May 2, 1995 made between SCT(US),  the financial  institutions
               party  to the  agreement  from  time to  time,  NationsBank  N.A.
               (South) as agent for the Lenders (as defined  therein)  and First
               Union  Commercial  Corporation  as co-agent for the  Lenders,  as
               further  amended by Amendment No. 1 dated as of November 17 1995,
               Amendment No. 2 dated as of December 31, 1995 and Amendment No. 3
               dated as of 15 July 1996 and

               (ii) the loan and security agreement dated 15 July 1996,

               each as amended, supplemented or modified from time to time;

     "US  Obligations" means all the obligations and liabilities incurred by the
          Security  Agent in  connection  with or arising out of the US Security
          and/or the Intercreditor Agreement and/or the Letter of Credit;

     "US  Obligors" each of SCT(US),  W. A. Adams Company and General Processors
          Inc;

        "US Security"           means:-

          (a)  the guarantee issued or to be issued by the US Obligors in favour
               of the Security Agent;

          (b)  the  security  agreement  granted  or to be  granted  by  the  US
               Obligors in favour of the Security Agent;

          (c)  any new or additional  guarantees  and/or  security  subsequently
               given to the Security Agent by any US Obligor;

     "WAFSSystem" the record keeping system used by the Tobacco Group (as varied
          from time to time  with the  prior  written  consent  of the  Security
          Agent) to record and  monitor  the  uncommitted  tobacco  owned by the
          Borrowers and other Tobacco  Group  Companies.  WAFS is an acronym for
          World Available for Sale;


1.3     Unless the context otherwise requires, any reference in this
        Agreement to a Clause is to a Clause of the MFA.

1.4     The MFA shall be amended as set out below.


2.      PARTIES, DEFINITIONS AND INTERPRETATION

2.1     The US Obligors shall become parties to the MFA and  accordingly on page
        one of the MFA the following  shall be inserted as a new paragraph after
        the paragraph numbered "(3)":

        "(4)    STANDARD COMMERCIAL TOBACCO COMPANY, INC.  whose registered
                office is at P O Box 450, Wilson, North Carolina 27894, USA,
                W.A. ADAMS COMPANY whose registered office is at P O Box
                1848, Wilson, North Carolina, 27894, USA, and GENERAL
                PROCESSORS, INC. whose registered office is at P O Box 246,
                Oxford, North Carolina, 27565, USA (the "US Obligors");" and
                the existing paragraphs ( 4), (5), (6), and (7) shall be
                renumbered accordingly.


2.2     The  definition of  "Disposal"  shall be amended by adding as a new line
        below  paragraph  (b) the new words  "excluding in each case any sale or
        disposition  of shares,  goodwill  and/or assets by one Group Company to
        another Group Company as part of an intra-Group reorganisation".


2.3     The definition of "Final Repayment Date" shall be deleted and
        replaced with the following:-

        ""Final Repayment Date" 2 May, 1998 or, if that day is not a
                                        Business Day, the immediately preceding
                                 Business Day;"

2.4     The definition of "Group" shall be amended by adding after the
        words "may agree from time to time" the new words "but excluding
        Tobacco Processors (Lilongwe) Limited, Tobacco Processors
        (Zimbabwe) (Pvt) Limited, Transhellenic Tobacco S.A. and The Siam
        Tobacco Export Corporation Limited".

2.5     The definition of "Margin" shall be deleted and replaced by the
        following:-

     ""Margin" for the purposes of Clause 7.1 (Interest Rate) means:

          (a)  for so long as the aggregate Overall  Commitments are equal to or
               exceed $189,000,000, 2.5 per cent. per annum;

          (b)  for so long as the aggregate Overall  Commitments are equal to or
               greater than  $175,000,000 but are less than  $189,000,000,  2.25
               per cent. per annum;

          (c)  for  so  long  as  the  aggregate  Overall   Commitments   exceed
               $150,000,000 but are less than  $175,000,000,  1.75 per cent. per
               annum; and

          (d)  for so long as the aggregate Overall  Commitments are equal to or
               less than $150,000,000, 1.25 per cent. per annum;"

2.6     The definition of "NationsBank Facility Agreement" shall be
        amended by deleting the words "N.A. (Carolinas)" in line 2 and by
        deleting the figure of $10,000,000 and replacing it with
        "$6,241,231.50";

2.7     The definition of "NationsBank Holding Company Loans" shall be
        deleted.

2.8     The definition of "Permitted Borrowings" shall be amended by
        inserting a new Clause (m) in that definition as follows:

        "(m)    Borrowings  by any  Subsidiary  of either of the Borrowers or by
                any Wool Group Company by way of term loans on arms length terms
                from any bank or financial institution."

2.9     The definition of "Permitted Encumbrances" shall be amended by
        inserting a new Clause (n) as follows:

        "(n)    any  Encumbrance  granted  by a  Subsidiary  of  either  of  the
                Borrowers  or a  Wool  Group  Company  to a  bank  or  financial
                institution to secure  Borrowings  permitted under paragraph (m)
                of the definition of Permitted Borrowings; and"

                and by renumbering the existing paragraph (n) as (o);


2.10    The  definition  of  "Proportion  of  Aggregate  Outstandings"  shall be
        amended by inserting at the end of that  definition the words "except in
        relation to Clause 26.2 (Calculation) when it shall mean, in relation to
        any Bank, the proportion which its Aggregate Bank Indebtedness  bears to
        the aggregate of all the Aggregate Bank Indebtedness of the Banks on the
        Enforcement Date;"

2.11    The  definition of "Security  Documents"  shall be amended by adding the
        words "the US Security" in the first line of that  definition  after the
        words  "detailed in Schedule VI" and by adding the words "or guarantees"
        after "substituted or additional security" in line
2.

2.12    The  definition of "Surplus  Cash" shall be amended by adding to the end
        of  paragraph  (a) of that  definition  the  words  "including,  without
        limitation, amounts standing to the credit of the Reorganisation Account
        (as defined in Clause 40 (Wool Group Reorganisation))" and by adding the
        words "which amount shall, unless otherwise agreed between the Borrowers
        and the Steering  Committee (in consultation  with Coopers & Lybrand) be
        no  less  than  $20,000,000"  to  the  end of  paragraph  (ii)  of  that
        definition.

2.13    The existing definition of "US Facility Agreement" shall be deleted.

2.14    A new Clause 1.3 shall be added as follows:

        "1.3    Intercreditor Agreement: The Lead Bank (acting with Majority
                Bank approval) and SCC hereby designate the Intercreditor
                Agreement as a Finance Document."

3.      SURVIVAL OF PROVISIONS OF MASTER FACILITIES AGREEMENT

        Clause 2.6 (Survival of Provisions of the Master  Facilities  Agreement)
        shall be amended by  inserting  after the words  "Termination  Date)" in
        line 5 the words "6.3 (Counter  Indemnity)," and by inserting after "8.4
        (Waiver)" the words 21.15 (Security Agent and Letter of Credit).

4.      REVIEW

        Clause  4  (Review)   shall  be  deleted  and   replaced  by  the  words
        "Deliberately Deleted".

5.      FACILITIES

5.1     Clause 6.2 (Existing  Facilities,  Other  Borrowers) shall be amended by
        renumbering  existing  Clause 6.2 as 6.2(a) and adding the following new
        provision as paragraph (b):-

        "(b)    (Save in respect of the Facility made available by The Royal
                Bank of Scotland plc to SCTC identified in Schedule II to
                this Agreement) where a Facility is available only to one
                Borrower, such Facility shall henceforth be available to
                both Borrowers (or either of them), subject to the other
                Borrower signing such mandate or other documentation as the
                relevant Bank may require to enable such Borrower to utilise
                the relevant Facility on the same basis as the Borrower to
                which it was originally made available."

5.2     Clause 6.3 (Counter Indemnity) shall be amended by:

        (a)     inserting   "(A)"   immediately   after  the  heading   "Counter
                Indemnity:",  and adding  after the word  "Bank"  where it first
                appears  in line 1 of that  Clause  the  words ", the Lead  Bank
                and/or the Security Agent";

        (b)     adding the words "including,  without limitation,  the Letter of
                Credit"  in the third  line of that  Clause  (A) after the words
                "guarantees or other obligations";

        (c)     deleting the word "such" in the fourth line of that Clause
                (A) and replacing it with "a";

        (d)     adding the words "or otherwise  contemplated  by this Agreement"
                before the words "each of the  Borrowers"  in the fourth line of
                that Clause (A) and adding the words "and the US Obligors" after
                the words  "each of the  Borrowers"  in the fourth  line of that
                Clause (A);

        (e)     adding the words "or any of them" after  "Obligations" in line 3
                of Clause  6.3(A)(a)  and  deleting  "hereof"  in line 6 of that
                Clause and inserting "thereof" in its place;

        (f)     inserting  the  words  "and/or  any US  Obligor"  after the word
                "Borrower" in the first line of Sub-clause  6.3(A)(b) and adding
                the words "or any US Obligor" after  "Borrower"  where it occurs
                in lines 4, 5 and 7 of that clause;

        (g)     adding the words "or US Obligor"  after  "Borrower" in line 5 of
                Clause  6.3(A)(c),  and adding  the words "and each US  Obligor"
                after  "each of the  Borrowers"  in line 8 of Clause  6.3(c) and
                after "accepted by the Borrowers" in line 9 of Clause 6.3(A)(c);

        (h)     adding the words "and the US Obligors" after "Borrowers" in
                lines 1 and 4 of Clause 6.3(A)(d);

        (i)     adding a new sub-clause (B) as follows:

                "SCTC hereby  irrevocably  requests the Security  Agent to issue
                the Letter of Credit and each of the  Borrowers  and each of the
                US  Obligors  expressly  confirms  that the  provisions  of this
                clause  6.3 shall  apply to the Letter of  Credit.  SCTC  hereby
                undertakes that, prior to the issue by the Security Agent of the
                Letter  of  Credit  it will  deposit  with  the Lead  Bank  cash
                collateral  of  not  less  than   US$2,000,000   to  secure  its
                obligations under this Clause 6.3 and will grant to the Security
                Agent a charge  over such  deposit in the form  notified  by the
                Security Agent to the Borrower prior to 16 July 1996."

        (j)     adding a new sub-clause (C) as follows:

                "(C)    In  consideration  of the Finance Parties  entering into
                        the  Intercreditor  Agreement  each of the Borrowers and
                        the US Obligors jointly and severally:

                        (a)     agrees to keep each of the Security Agent, the
                                Lead Bank and each of the Banks indemnified from
                                and against all actions, proceedings,
                                liabilities, claims, demands, damages, costs and
                                expenses in relation to or arising out of or
                                appearing to the Security Agent, the Lead Bank
                                and/or any of the Banks to arise out of the
                                Intercreditor Obligations or any indemnity given
                                by any of them in relation thereto and to pay to
                                the Security Agent, the Lead Bank and each of
                                the Banks on demand all payments, losses, costs,
                                charges, damages and expenses suffered or
                                incurred by each of them in consequence thereof
                                or arising in connection therewith, whether
                                directly or indirectly;

                        (b)     irrevocably authorises the Finance Parties to
                                debit to any account of a Borrower or US Obligor
                                with any of the Finance Parties all such
                                payments, losses, costs, charges, damages and
                                expenses and agrees that the Finance Parties
                                shall be entitled at any time without notice to
                                or consent from a Borrower or US Obligor to
                                apply or transfer any money at any time standing
                                to the credit of any account of such Borrower or
                                US Obligor in part payment or payment of such
                                sums of money as may now or hereafter from time
                                to time be or become due or arising from such
                                Borrower or US Obligor pursuant to paragraph (a)
                                above;

                        (c)     irrevocably authorises and directs the Finance
                                Parties to make any payments and comply with any
                                demands which may be claimed or appear to any of
                                the Finance Parties to be claimed or made under
                                or pursuant to any of the Intercreditor
                                Obligations or any indemnity given by any
                                Finance Party in relation thereto without any
                                reference to or further authority from any
                                Borrower or US Obligor and agrees that any
                                payment made by the Security Agent, the Lead
                                Bank and/or any Bank in accordance with or
                                appearing to such person to be in accordance
                                with any of the Intercreditor Obligations and/or
                                any indemnities of any Finance Party in respect
                                thereof shall be binding upon each of the
                                Borrowers and each US Obligor and shall be
                                accepted by the Borrowers and US Obligors as
                                conclusive evidence that such person was liable
                                to make such payment or comply with such demand
                                and the Security Agent, the Lead Bank and each
                                of the Banks may at any time determine or
                                procure the determination of any of the
                                Intercreditor Obligations and/or any of the
                                indemnities of any of them in respect thereof;

                        (d)     agrees that the liability of the Borrowers and
                                the US Obligors under this Clause 6.3(C) shall
                                apply also to any extension or renewal of the
                                Intercreditor Obligations (whether in the same
                                terms or otherwise and whether arising by
                                agreement, operation of law or otherwise
                                howsoever) and the liabilities and obligations
                                of the Borrowers and the US Obligors under this
                                Clause 6.3(C) shall continue in respect of the
                                Intercreditor Obligations as so extended or
                                renewed;

                        (e)     agrees to provide to the Security Agent, the
                                Lead Bank and/or any  Bank on demand made at any
                                time following the declaration by the Lead Bank
                                of an Event of Default in accordance with Clause
                                17.1, cash cover for all liabilities of each of
                                the Security Agent, the Lead Bank and each Bank
                                under or pursuant to the Intercreditor
                                Obligations (actual or contingent) at the time
                                of such demand; and

                        (f)     agrees  that  the  indemnity  contained  in this
                                Clause 6.3(C) shall be in addition to and not in
                                substitution   for  any   other   indemnity   or
                                reimbursement  right which the  Security  Agent,
                                the Lead Bank and/or any Bank may hold as at the
                                date of this Agreement."


6.      REPAYMENT

6.1     Clause 8.5 (Extension) shall be deleted and replaced by the words
        "Deliberately Deleted".

6.2     Clause 8.6 (Reductions) shall be amended to read as follows:-

        "(a)    Each  Reducing  Bank shall be entitled to receive  reductions in
                its  Outstandings to the level of its Overall  Commitment as set
                out below and the Borrowers shall procure that payments are made
                to  each  Reducing  Bank in  reduction  of its  Outstandings  in
                accordance with the terms of this  Agreement.  No amount so paid
                may be redrawn and the limit for the relevant  Facility shall be
                reduced accordingly.

        (b)     Each Committed Bank shall be entitled (at its option) to
                receive permanent reductions in its Outstandings in
                accordance with sub-clause (f) below and Clause 15.2(d)
                (Cash Flow Forecast) and the Borrowers shall procure that
                payments are made to each Committed Bank which elects to
                receive them in accordance with the terms of this Agreement.
                On receipt by a Committed Bank of a payment in accordance
                with sub-clause (f) below, the Overall Commitment of such
                Committed Bank shall be permanently reduced accordingly.

        (c)     Each Reducing Bank and each Non-Committed Bank shall be
                entitled to receive on 16 July 1996, a payment of an amount
                equal to 20 per cent. of its Reducing Portion.

        (d)     Each Reducing Bank and each Non-Committed Bank shall, subject to
                Clause   15.3(c)  (Cash  Flow   Forecast)  and  to  there  being
                sufficient  Surplus Cash  (having  regard to the  provisions  of
                Clause  15.3)  to  satisfy  those  payments  together  with  any
                payments  contemplated  under  Clause  8.6(h)  and  15.3(c),  be
                entitled to receive the following payments:-

                (i)     no later than 30 days after 30 September, 1996, a
                        payment equal to 30 per cent. of its Reducing Portion;

                (ii)    no later than 30 days after 31 December, 1996, a
                        payment equal to 25 per cent. of its Reducing Portion;
                        and

                (iii)   no later than 30 days after 31 March, 1997, a payment
                        equal to 25 per cent. of its Reducing Portion.

                All payments so received shall be applied in permanent reduction
                of (aa) the Outstandings of each such Reducing Bank and (bb) the
                facility   and   commitment   made   available   by  each   such
                Non-Committed  Bank. If, at any date on which a payment falls to
                be made under this Clause 8.6(d),  there is insufficient Surplus
                Cash (having regard to the provisions of Clause 15.3) to satisfy
                the full amount  payable to a Reducing  Bank or a  Non-Committed
                Bank on such  date,  the  amount  payable  on such date shall be
                reduced accordingly,  but any shortfall shall be carried forward
                into the next Trading  Period and shall be payable 30 days after
                the next  following  Quarter Date,  provided  that, at such next
                Quarter Date, there is sufficient Surplus Cash (having regard to
                the provisions of Clause 15.3) to satisfy such payment. If there
                is insufficient Surplus Cash (having regard to the provisions of
                Clause 15.3) to pay any shortfall at the next Quarter Date, such
                shortfall shall be carried forward into each successive  Trading
                Period  until,  as at any  Quarter  Date,  there  is  sufficient
                Surplus  Cash  (having  regard to Clause  15.3) to satisfy  such
                shortfall.

        (e)     The Lead Bank shall, as soon as reasonably practicable after
                each Quarter Date (commencing with 31 December 1996), notify
                each Committed Bank in writing of the amount of the
                permanent reduction to which it is entitled under Clause
                8.6(f) and ask whether it wishes to accept such reduction.
                If a Committed Bank notifies the Lead Bank that it elects to
                forego its reduction or if it fails to reply to the Lead
                Bank in writing within 14 days of the date of the notice
                given by the Lead Bank, then no distribution shall be made
                to such Committed Bank with respect to such Quarter Date
                under Clause 8.6(f) and the amount which would otherwise
                have been distributable to it shall be shared amongst the
                Committed Banks which elect to receive such reductions pro
                rata to their Overall Commitments at such Quarter Date and
                if, after doing so, there is any surplus left, such surplus
                shall be applied rateably in reduction of Outstandings (but
                not Commitments) under the Facilities at such time.  If a
                Committed Bank elects to forego its reduction, its
                Commitment and Pro Rata Share shall not be reduced.

                Notwithstanding the foregoing provisions of this sub-clause (e),
                the  Borrowers  may by notice in writing to the Lead Bank at any
                time, require that all distributions  hereunder shall be made to
                all Committed Banks and shall be applied in permanent  reduction
                of the  Commitments  of all  Committed  Banks  pro rata to their
                respective  Overall  Commitments  on  the  date  on  which  such
                distributions fall to be made.

        (f)     Payments to each Committed Bank in accordance with and
                subject to Clause 8.6(b) above and Clause 15.3(d) (Cash Flow
                Forecast), shall be made 45 days after each Quarter Date
                (commencing with 31 December 1996) or if any such day is not
                a Business Day, on the next following Business Day.  If, at
                any Quarter Date, there is insufficient Surplus Cash (having
                regard to the provisions of Clause 15.3) to satisfy the full
                amount payable to a Committed Bank pursuant to Clause 8.6(b)
                on such date, the payment to be made 45 days after such
                Quarter Date shall be reduced accordingly, but any shortfall
                shall be carried forward into the next Trading Period and
                shall be payable 45 days after the next Quarter Date,
                provided that, at such next following Quarter Date, there is
                sufficient Surplus Cash (having regard to the provisions of
                Clause 15.3) to satisfy such payment.  If there is
                insufficient Surplus Cash (having regard to the provisions
                of Clause 15.3) to pay any shortfall at the next Quarter
                Date, such shortfall shall be carried forward into each
                successive Trading Period until, as at any Quarter Date,
                there is sufficient Surplus Cash (having regard to Clause
                15.3) to satisfy such shortfall.

        (g)     The amounts payable out of Surplus Cash to Reducing Banks
                and Non-Committed Banks under Clause 8.6(d) shall be paid to
                them pro rata to their respective Reducing Portions as at
                the close of business on 16 July 1996.  The amounts payable
                out of Surplus Cash to Committed Banks under Clause 8.6(f)
                shall be paid to them pro rata to their respective Overall
                Commitments on the date at which such payments are initially
                to be made, provided that no payments shall be made to
                Committed Banks under Clause 8.6(f) in respect of any
                Trading Period until the Reducing Banks and the
                Non-Committed Banks have received the full amount to which
                they are then entitled under Clauses 8.6(c) and (d) in
                respect of such period.  Nothing in this Agreement shall
                entitle any Reducing Bank or Non-Committed Bank to receive
                aggregate payments in excess of its Reducing Portion or any
                Committed Bank to receive payments in excess of its Overall
                Commitment (as reduced from time to time).

        (h)     NationsBank  shall be entitled  to receive  the  proceeds of the
                sale of the shares in Dubek Limited (the "Dubek Sale  Proceeds")
                and to be treated as a Reducing Bank as follows:

                (i)     if and to the extent that NationsBank shall have
                        received the Dubek Sale Proceeds before the date of
                        this Agreement, such Dubek Sale Proceeds shall be
                        applied in permanent reduction of the Overall
                        Commitment of NationsBank and NationsBank shall be
                        treated as a Reducing Bank with an Overall Commitment
                        equal to the amount of its Commitment as so reduced
                        (the "NationsBank Reduced Commitment") and NationsBank
                        shall be entitled to receive payments under clauses
                        8.6(c) and (d) as a Reducing Bank under this Clause
                        8.6 with a Reducing Portion equal to the amount of the
                        NationsBank Reduced Commitment.

                (ii)    if and to the extent that NationsBank shall not have
                        received the Dubek Sale Proceeds before the date of
                        this Agreement, it shall be entitled to receive
                        payments under Clauses 8.6(c) and (d) as a Reducing
                        Bank under this Clause 8.6 with a Reducing Portion
                        equal to the full amount of its Overall Commitment
                        specified in Schedule II (less any amounts actually
                        received by it in respect of the Dubek Sale Proceeds).

                provided that nothing in this Clause shall  entitle  NationsBank
                to receive an aggregate amount (whether by way of payments under
                Clause 8.6 or Clause 14.5  (a)(iii) or  otherwise)  in excess of
                the sum referred to in Clause 14.5(a)(iii)."

7.      REPRESENTATIONS AND WARRANTIES

        Clause 13 (Representations  and Warranties) shall be amended by adding a
        new Clause 13.2 as follows:

        "13.2   US  Obligors:  Each of the US  Obligors  (in  respect of itself)
                represents  and  warrants to each of the Finance  Parties in the
                terms of Clauses  13.1(a),  (b), (c) and (d) as if references in
                those  Clauses  to an  "Obligor"  and  a  "Group  Company"  were
                references to such US Obligor".

        by renumbering the remaining  sub-clauses of that Clause accordingly and
        by inserting in new sub-clause  13.3  (Repetition)  the words "and 13.2"
        after the words "Clause 13.1(y))".

8.      GENERAL COVENANTS

8.1     Clause 14.4 (Restriction on Disposals) shall be amended by adding
        a new sub-clause (v) as follows:

        "a sale or  disposition of shares,  goodwill  and/or assets by one Group
        Company  to   another   Group   Company   as  part  of  an   intra-Group
        Reorganisation  or the sale of all the shares held by a Group Company in
        a company which is dormant (as defined in Section 250 of the Act)".

8.2     Clause 14.5 (Distribution of Net Disposal Proceeds) shall be
        amended by:

        (a)     adding in clause  14.5(a)  after  the  words  "All Net  Disposal
                Proceeds  shall" in the first line the words  "(save as provided
                in Clauses 14.5(c), (g) and (h)";

        (b)     inserting the word "permanent" in Clause 14.5(a)(iii) before
                the words "reduction or discharge" in line one and by
                deleting the figure of $10,000,000 and replacing it by the
                words "its Outstandings from time to time (which shall at no
                time exceed the lesser of: (i) $6,241,231.50 and (ii) its
                Overall Commitment hereunder as reduced in accordance with
                the terms of this Agreement from time to time) and amounts
                so received by NationsBank shall be applied in permanent
                reduction of its Overall Commitment accordingly.";

        (c)     deleting Clause 14.5(a) (iv) and renumbering the existing
                sub-clause (v) as (iv) and by replacing the word "Fifth" in
                that sub-clause with "Fourth".

        (d)     deleting Clause 14.5(c) and replacing it by the following:

                        "Notwithstanding  Clauses 14.5(a), (b), (d), (e) and (f)
                        of this Clause 14.5, but subject to Clause 14.5(h),  all
                        Net Disposal  Proceeds shall be applied as follows:  all
                        such  Net  Disposal  Proceeds  shall be  credited  to an
                        account with the Lead Bank  designated  "Sales  Proceeds
                        Account"  and shall be held in such  account  until such
                        time or  times as the  credit  balance  on such  account
                        exceeds  $1,000,000  whereupon the entire credit balance
                        on such account shall be applied in accordance with this
                        Clause 14.5."

        (f)     adding new sub-clauses 14.5(g) and (h) as follows:-

                "(g)    Notwithstanding  any other  provision of this Agreement,
                        no Reducing or  Non-Committed  Bank shall be entitled to
                        receive  Net  Disposal   Proceeds  arising  from  assets
                        financed in whole by the Committed Banks.

                (h)     In this Clause 14.5 and Clause 14.6, Net Disposal
                        Proceeds shall not include  proceeds from Disposals
                        during the term of the Facilities provided that the
                        proceeds from all such Disposals in aggregate amount
                        are less than or equal to $3,000,000,  and further
                        provided that each such Disposal is (i) made by a Wool
                        Group Company or a Subsidiary of the Borrowers or the
                        Covenantors (a "Third Tier Subsidiary") and (ii) the
                        proceeds from such Disposal are only retained by, and
                        made available for the working capital purposes of,
                        such  Wool Group Company or Third Tier Subsidiary (as
                        the case may be)".

8.3     In sub-clause  14.8(b)(i) (Factoring and Loans) the words "provided that
        the aggregate  amount of all loans and advances by the  Borrowers  shall
        not at any time exceed  $75,000,000  (or, if the Lead Bank  specifically
        agrees in writing with Steering Committee approval, $85,000,000) and the
        aggregate  amount of any loans or advances  made by the Borrowers to any
        individual  Subsidiary  of a  Tobacco  Group  Company  which is itself a
        Tobacco Group Company  (excluding long term assets as calculated for the
        purposes  of  the  audited  consolidated  financial  statements  of  the
        Borrower  for the  financial  year ended 31 March 1995) shall not exceed
        $30,000,000" shall be added to the end of that sub-clause.

8.4     In  sub-clause   14.8(b)(ii)   (Factoring   and  Loans)  the  figure  of
        $30,000,000  shall be  substituted  for the figure of $25,000,000 in the
        final line.

8.5     A new Clause 14.8(c) shall be inserted as follows:

        "No further loans,  gifts or credit may be made available by any Tobacco
        Group Company to any Wool Group Company after 16 July 1996."

8.6     Clause 14.11 (Capital Assets) shall be amended by adding the words "(and
        in any event,  the value of all  capital  assets  acquired  and  capital
        expenditure incurred in any Accounting Reference Period shall not exceed
        $1,000,000   without  the  prior   written   approval  of  the  Steering
        Committee)" after the words "and accepted by the Steering  Committee" in
        line 8 of that clause.

8.7     Clause 14.13(b) (Restrictions on Issue and Disposals of Shares) shall be
        amended by adding the words "or the sale of the entire shareholding of a
        Group  Company in a company  detailed on the list attached as Appendix C
        to this Agreement" after the words "Sale of a Wool Company" in line one.

8.8     Clause 14.17 (New  Subsidiaries  and Joint Ventures) shall be amended by
        deleting the closing  bracket in the final line and adding the new words
        "or except where the aggregate  investment made by the Group in all such
        Subsidiaries  and/or joint ventures during the Availability  Period does
        not exceed $1,000,000) and to notify the Lead Bank as soon as reasonably
        practicable  of any proposal to establish a Subsidiary  or joint venture
        and to provide  such  information  about it as the Lead Bank may require
        from time to time".

8.9     Clause 14.44  (Dormant  Companies)  shall be amended by adding the words
        "provided that a company detailed in Appendix C to this Agreement may be
        put into liquidation  without requirement for consent hereunder provided
        the Lead  Bank has been  notified  in  writing  on the  commencement  of
        liquidation proceedings." to the end of that Clause.

8.10    Clause 14.45 (US Facility)  shall be amended by adding the words "giving
        details of such amendment or variation" to the end of that Clause.

8.11    Clause  14.48  (Security)  shall be amended by adding at the end a comma
        and the new words "provided that:

                (a)     no steps are required to be taken to perfect the
                        charges proposed to be created over the shares in
                        Transcatab SpA, Tobacco Processors (Malawi) Limited
                        (for so long only as the existing pre-emption rights
                        remain in the articles of association of such company
                        and exchange control consent to such charge has not
                        been received from the Central Bank of Malawi),
                        Tobacco Processors (Zimbabwe) (Pvt.) Limited and
                        Tobacco Processors (Lilongwe) Limited;

                (b)     no steps are required to be taken to document the
                        intercompany loans made by Group Companies to Stancom
                        Tobacco (Malawi) Limited or to obtain security
                        therefor for so long as the litigation referred to in
                        Clause 13.1(u) is continuing and documenting such
                        loans or obtaining such security would prejudice the
                        position of Stancom Tobacco (Malawi) Limited in such
                        litigation;

                (c)     registration in Kenya of the debentures  granted by SCTC
                        and TCLC to the  Security  Agent is not  required for so
                        long as neither of the  Borrowers is registered in Kenya
                        as having a place of business in Kenya.

                The Security Agent  reserves the right,  by notice in writing to
                SCC at any  time,  to  require  SCC  and  the  Borrowers  to use
                reasonable  endeavours to procure the release of the  preemption
                rights and to obtain the consent of the  Central  Bank of Malawi
                referred to above."

8.12    A new Clause 14.55 shall be added as follows:-

        "14.55  Inventory: The aggregate uncommitted inventory of the
        Borrowers (as shown on the WAFS System operated by the
        Borrowers) shall not exceed $35,000,000 at any time."

8.13    A new Clause 14.56 shall be added as follows:

        "14.56  Intercreditor Agreement:  comply in all respects with
        the terms of the Intercreditor Agreement and in particular
        shall not pay or require the payment to it of any sums in
        breach of the US Facility Agreement."

8.14    A new clause 14.57 shall be added as follows:

        "14.57 US Facility Agreement: Each of the US Obligors shall procure that
        wherever any indebtedness under the US Facility Agreement is permanently
        reduced, the commitments thereunder shall be reduced accordingly."


9.      INFORMATION COVENANTS

9.1     Clause 15.3 (Cash Flow Forecast) shall be amended as follows:-

        (a)     by deleting in sub-clause (a) the words "ten days following each
                Quarter Date" and inserting in their place "the twentieth day in
                each month with respect to the preceding  month" and by deleting
                the  words   "Quarter   Date"  in  subclauses   15.3(a)(i)   and
                15.3(a)(ii) and inserting in their place "such date".

        (b)     by adding in sub-clause (b) the words "on a quarterly basis"
                after the words "Forecast and Calculation" in line one.

        (c)     by adding in  sub-clause  (c) the words "and in particular to no
                Event of Default having occurred and being continuing" after the
                words "terms of this  Agreement" in line 8 of that Clause and by
                inserting the figure "(c)" after the words "In this Clause 15.3"
                in line 10 of that sub-clause; and

        (d)     by deleting the existing sub-clauses (d) and (e) and
                substituting new sub-clauses 15.3(d)  and (e) as follows:-

                "(d)    If a Cash Flow Forecast and Calculation or a recast
                        Cash Flow Forecast and Calculation are determined by
                        the Steering Committee (acting on the instructions of
                        the Majority Banks) to be satisfactory, then, provided
                        the Calculation shows that there is sufficient Surplus
                        Cash (taking into account the Cash Flow Forecast and
                        any payments made or to be made in respect of such
                        period pursuant to sub-clause (c) above), payments may
                        be made to the Committed Banks in permanent reduction
                        of their Outstandings subject to the other terms of
                        this Agreement, and in particular to no Event of
                        Default having occurred and being continuing, and to
                        the requirements of the Act and/or any equivalent
                        legislation applicable in Liechtenstein.
                        Notwithstanding any other provision of this Agreement,
                        the aggregate Overall Commitments of the Committed
                        Banks shall not be reduced below $170,000,000 unless
                        (i) the removal of this requirement is specifically
                        requested by SCC by notice in writing to the Lead
                        Bank, or (ii) a Sale of the Wool Group is effected, or
                        (iii)  the reduction arises by reason of Net Disposal
                        Proceeds paid to the Committed Banks pursuant to
                        Clause 14.5(c).  All payments to the Committed Banks
                        under this sub-clause 15.3(d) shall be made pro rata
                        pari passu.  In this Clause 15.3(d) pro rata means the
                        proportion which an amount to be paid to a Committed
                        Bank during any Trading Period bears to the aggregate
                        of all of the amounts to be paid to the Committed
                        Banks in that Trading Period, where in each case the
                        relevant Committed Bank has elected to accept such
                        payment.

                (e)     The sum of  approximately  $10,000,000 held in a blocked
                        account with  Deutsche  Bank AG in Hamburg as at 16 July
                        1996 shall be applied as follows:

                        (i)     First:  in making the payments to the Reducing
                 Banks and the Non-Committed Banks contemplated
                         in Clause 8.6(c) (Reductions);

                        (ii)    Second:  in providing the cash cover referred to
                      in Clause 6.3(B) (Counter Indemnity);

                        (iii)   Third:  in reducing Outstandings (but not
                                Commitments or Overall Commitments)".


9.2     Clause 15.4 (Security Details) shall be deleted and replaced by
        the following:

        "Security Details:  Deliver to the Security Agent in sufficient
        numbers for distribution to the Banks:

        (a)     not later than 30 days following  each Quarter Date,  details of
                all  Borrowings  of each of the  Borrowers  during  the  Trading
                Period ending on such Quarter Date;

        (b)     not later than 30 days  following  each  Quarter Date details of
                all  Borrowings of each other Group  Company  during the Trading
                Period ending on such Quarter Date,

                and in each  case  together  with  details  of all  Encumbrances
                created in respect  thereof and the value of all pledged  assets
                in such detail as the Lead Bank,  (acting on the instructions of
                the Majority Banks) may require".

9.3     Clause 15.6 (Monthly  Updates)  shall be amended by deleting the heading
        "Monthly  Updates"  and  replacing  it with  "Quarterly  Updates" and by
        deleting in  sub-clauses  (a) and (b) the words "by the twentieth day in
        each month with respect to the  preceding  month" and inserting in their
        place "no later than 30 days after each Quarter Date with respect to the
        Trading  Period ending on such Quarter Date" and by adding to the end of
        that  Clause  the words  "with  respect  to:  (a) each of the  Borrowers
        individually;  and  (b)  each  of the  Borrowers  and  their  respective
        Subsidiaries in such detail as the Lead Bank (acting on the instructions
        of the Majority Banks) may require."

9.4     Clause  15.7(a)  (Audited  Accounts)  shall be amended by inserting  the
        words "and each of the US  Obligors" in line 6 after the words "and each
        of the Group Companies".

9.5     Clause 15.9 (Inventory Programme) shall be amended by deleting the words
        "the twentieth  Business Day of each month with respect to the preceding
        month" and  inserting  in their place "30 days after each  Quarter  Date
        with respect to the Trading  Period  ending on such Quarter Date for the
        Borrowers and their respective Subsidiaries".

9.6     Clause 15.17 (Receivables) shall be deleted and replaced by the
        following:

        "Receivables:  Deliver to the Security  Agent in sufficient  numbers for
        distribution to the Banks not later than 30 days after each Quarter Date
        a report on  receivables  of each of the  Borrowers  arising  during the
        Trading  Period  preceding  such Quarter Date  including  details of all
        debts  owed by  debtors  which  were due for  payment  in the  preceding
        Trading  Period and are not yet paid,  in a form  notified to SCC by the
        Security Agent."

9.7     Clause 15.18 (Pre-Financing) shall be deleted and replaced by:

        "Pre-Financing: Deliver to the Security Agent, in sufficient numbers for
        distribution  to the Banks,  no later  than 30 days  after each  Quarter
        Date, for SCTC and TCLC and each other Tobacco Group Company, details of
        all  pre-financing  provided or agreed to be  provided  to such  Tobacco
        Group Company  during the preceding  Trading  Period,  in each case in a
        form notified by the Security Agent to SCC."

9.8     Clause 15.19 (Additional  Information)  shall be amended by deleting the
        words  "twentieth  day in  each  month"  in line 2 of  that  clause  and
        inserting  in their  place  "30 days  after  each  Quarter  Date" and by
        deleting the word "month"  wherever it occurs in sub-clauses  (i), (ii),
        (iii) and (iv) and inserting "Trading Period" in its place.

9.9     A new Clause 15.20 shall be inserted as follows:

        "15.20 US Obligors:  Deliver to the Security Agent in sufficient numbers
        for  distribution  to the Banks, no later than the twentieth day in each
        month for each of the US Obligors:

                (i)     details of all Borrowings of each of the US Obligors
                        for the preceding month as at the last day of that
                        preceding month; and

                (ii)    a  calculation  of  the  Borrowing  Base  under  the  US
                        Facility  Agreement with respect to the preceding  month
                        calculated as at the last day of that preceding month."

9.10    A new clause 15.21 shall be inserted as follows:

        "15.21  Revision  of  Time  Limits  at  Year  End:  notwithstanding  the
                provisions  of  Clauses  15.3,  15.5,  15.20  and  15.22,  where
                information  to be provided  under those clauses with respect to
                any  month  relates  to  the  month  immediately  preceding  the
                financial  year  end of the  Borrowers,  the  period  of 20 days
                referred to in those Clauses shall be deemed to be changed to 60
                days."

9.11    A new Clause 15.22 shall be inserted as follows:

        "15.22  Financial Covenant Calculations:  by the twentieth day
                in each month a spread sheet showing calculations for the
                financial covenants set out in Clause 16.1 with respect to
                the preceding month."

10.     FINANCIAL COVENANTS

10.1    The existing Clauses 16.1 and 16.2 shall be deleted and the
        following new clauses shall be inserted:-

        "16.1   For so long as any liability  remains  outstanding or capable of
                becoming  outstanding  under any of the Finance  Documents,  the
                Borrowers shall procure that:

                (a)     Minimum Net Worth:  Net Worth at any time during each
                        of the periods set out below shall not fall below the
                        amounts set out below:

                        Quarter Beginning         $

                        31 March 1996             7,500,000
                        30 June 1996              7,500,000
                        30 September 1996         8,500,000
                        31 December 1996         10,000,000
                        31 March 1997            13,000,000

                (b)     Borrower Net Worth:  Borrower Net Worth shall not fall
                        below $25,000,000.

                (c)     Net Borrowings:  Net Borrowings shall not exceed A +
                        (0.8 X B) where A is calculated as $75,500,000 for the
                        purposes of all calculations relating to periods up to
                        30 September 1996 and as $68,500,000 thereafter and B
                        is calculated as the sum of:

                        (i)     all inventory and stock in trade of the
Borrowers;

                        (ii)    trade receivables of the Borrowers not more than
                                90 days overdue;

                        (iii)   all loans and advances provided by the Borrowers
                                to  members  of the  Group  less all  loans  and
                                advances   by   members  of  the  Group  to  the
                                Borrowers as  determined  on a basis  consistent
                                with the 1995/96 audited financial statements of
                                the Group; and

                        (iv)    all loans and advances made available by the
                                Borrowers to suppliers of the Group.

                        LESS

                        All  amounts  due to  trade  creditors  of  each  of the
                        Borrowers.

                16.2    Not later than 31 March 1997, the Steering Committee, in
                        consultation with Coopers & Lybrand, shall determine the
                        levels  for  Net  Worth,  Borrower  Net  Worth  and  Net
                        Borrowings  which shall apply for the purposes of Clause
                        16.1 for the financial year ended 31 March 1998 and upon
                        written notice by the Lead Bank to SCC such levels shall
                        be  deemed  to have been  inserted  in Clause  16.1 with
                        immediate effect and shall apply in place of the figures
                        currently set out therein.

                16.3    SCC: For so long as any liability remains outstanding or
                        capable of being  outstanding  under any of the  Finance
                        Documents SCC undertakes as follows:

                        (a)     SCC will not  permit its  Leverage  Ratio (i) to
                                exceed 4.25 to 1.0 at any time prior to the Sale
                                of the Wool  Group and (ii) to exceed 3.5 to 1.0
                                at any time after the Sale of the Wool Group;

                        (b)     SCC Tangible Net Worth during each of the
                                periods set out below shall not fall below the
                             amounts set out below:

                                Period                  $

                                13.6.96 - 29.9.96       80,000,000
                                30.9.96-30.12.96        82,500,000
                                31.12.96-02.5.98        85,000,000

 .
                16.4    In this Clause 16, the following expressions shall
                        have the following meanings:-

                        "Borrower  Net Worth" means the aggregate of the amounts
                        paid  up or  credited  as paid  up on the  issued  share
                        capital of the  Borrowers  and the  aggregate  amount of
                        capital   and  revenue   reserves   of  the   Borrowers,
                        including:-

                        (a)     any amount credited to share premium account of
                                 the Borrowers;

                        (b)     any capital redemption reserves of the
                                Borrowers;

                        (c)     any balance standing to the credit of the
                                combined profit and loss account of the
                                Borrowers;

                                but deducting

                        (d)     any debit balance on the combined profit and
                                loss account of the Borrowers;

                        (e)     any   amounts   shown  in  respect  of  goodwill
                                (including goodwill arising on consolidation) or
                                other  intangible  assets of the  Borrowers  and
                                interests of non-Group members in members of the
                                Borrowers;

                        (f)     any reserves set aside for taxation, deferred
                                taxation or bad debts;

                        (g)     any amounts arising from upward revaluations of
                        any assets since 5 May 1995; and

                        (h)     the nominal amount of any shares in a company
                                which are beneficially owned (if it be the case)
                                by that company itself;

                        and so that no amount shall be included or excluded
                        more than once.

                        For the purposes of this Clause, the combined profit and
                        loss account of the  Borrowers  shall exclude any equity
                        pick-up and/or stock dividends received or receivable by
                        the  Borrowers  from  their  investments  in  Subsidiary
                        and/or affiliate  companies after 31 March 1995. "Equity
                        pick-up" means, as at the date of determination thereof,
                        the Borrowers'  share of any increase or decrease in the
                        net  asset  value  of  its  Subsidiaries  or  affiliates
                        whether through trading,  revaluation of assets or other
                        means;  the  Borrowers'  share of net asset  value being
                        determined  as a function  of their  investment  in such
                        Subsidiaries or affiliate companies.

                        "Intangible  Assets"  means,  as  at  the  date  of  any
                        determination thereof, the total amount of all assets of
                        SCC  and  its   Subsidiaries   consisting  of  goodwill,
                        patents, tradenames, trademarks, copyrights, franchises,
                        experimental expense,  organisation expense, unamortised
                        debt,  discount and expense,  deferred assets other than
                        prepaid  insurance and prepaid taxes, the excess of cost
                        of shares acquired over book value of related assets and
                        such  other  assets  as  are  properly   classified   as
                        "intangible   assets"  in  accordance   with   generally
                        accepted  accounting  principles in the United States of
                        America;

                    "Leverage  Ratio"  means the ratio of (a) Total  Liabilities
                         minus Subordinated Indebtedness to (b) SCC Tangible Net
                         Worth plus Subordinated Indebtedness;

                        "Net  Borrowings"  means  all  Borrowings  less  (i) any
                        Borrowings  incurred to invest in new  Subsidiaries  and
                        joint  ventures  provided  such  investment is permitted
                        under  Clause   14.17,   (ii)   contingent   liabilities
                        (including   those   referable  to  bonds,   guarantees,
                        indemnities  and letters of credit  given by Banks under
                        the  Facilities)  and (iii) amounts of cash for the time
                        being  deposited by a Borrower  with a Bank which are at
                        all times  capable of being set off by such Bank against
                        such  Borrower's  liabilities  to it. All JTI contingent
                        liabilities  and deposits  financed  from sources  other
                        than  the   Facilities   shall  be  excluded   from  the
                        calculation of Net Borrowings."

                        "Net Worth"  means the  aggregate of the amounts paid up
                        or  credited as paid up on the issued  share  capital of
                        the Borrowers  and the  aggregate  amount of capital and
                        revenue reserves of the Borrowers, including:-

                        (a)     any amount credited to share premium account of
                                 the Borrowers;

                        (b)     any capital redemption reserves of the
                                Borrowers;

                        (c)     any balance standing to the credit of the
                                consolidated profit and loss account of the
                                Borrowers;

                        but deducting

                        (d)     any debit balance on the consolidated profit and
                                loss account of the Borrowers;

                        (e)     any amounts shown in respect of goodwill
                                (including goodwill arising on consolidation) or
                                other intangible assets of the Borrowers and
                                interests of non-Group members in the Borrowers;

                        (f)     any reserves set aside for taxation, deferred
                                taxation or bad debts;

                        (g)     any amounts arising from upward revaluations of
                        any assets since 5 May 1995; and

                        (h)     the nominal amount of any shares in a company
                                which are beneficially owned (if it be the case)
                                by that company itself;

                        and so that no amount shall be included or excluded
                        more than once;

                        For the purposes of this Clause, the consolidated profit
                        and loss account of the Borrowers shall be prepared on a
                        consistent  basis under  generally  accepted  accounting
                        principles  in  the  United   States  of  America,   but
                        excluding any equity pick-up and stock dividend received
                        or receivable by the Borrowers from their investments in
                        Subsidiary  and/or  affiliate  companies  after 31 March
                        1996.

                        "Subordinated  Indebtedness"  means  indebtedness of SCC
                        the  repayment  of which  has been  subordinated  to the
                        repayment  of the  obligations  of SCC  under the SCC US
                        Guarantee  in  accordance  with the  terms of the SCC US
                        Guarantee;

                        "SCC Tangible Net Worth" means at any time, consolidated
                        net  shareholders'  equity  of SCC and its  Subsidiaries
                        determined  in  accordance   with   generally   accepted
                        accounting  principles  in the United  States of America
                        applied   on  a   consistent   basis,   with  no  upward
                        adjustments  due to a revaluation  of assets,  minus all
                        Intangible  Assets  of  SCC  and  its  Subsidiaries  and
                        excluding cumulative transaction adjustments.

                        "Total Liabilities" means all items which, in accordance
                        with  generally  accepted  accounting  principles in the
                        United  States  of  America,   would  be  classified  as
                        liabilities on a  consolidated  balance sheet of SCC and
                        its Subsidiaries".

        16.5    Testing of Covenants

                (a)     The   covenant   contained   in  Clause   16.1(c)   (Net
                        Borrowings) shall be tested as of the end of each month,
                        by  reference  to  the  most  recent  details   provided
                        pursuant to Clause 15.

                (b)     The covenant  contained in Clause  16.1(a)  (Minimum Net
                        Worth) shall apply on a  continuing  basis and be tested
                        monthly   by   reference   to  any   losses  or  profits
                        demonstrated,  first,  by the  management  accounts  and
                        secondly,  where  applicable,  by the  relevant  audited
                        accounts of the Borrowers.

                (c)     The covenant  contained in Clause 16.1(b)  (Borrower Net
                        Worth)  shall apply on a  continuing  basis and shall be
                        tested  monthly  by  reference  to any losses or profits
                        demonstrated,  first by reference to monthly  management
                        accounts and second by  reference to the annual  audited
                        accounts of each of the Borrowers.

                (d)     The covenants contained in Clauses 16.3 (a) and (b)
                        shall be tested on each Quarter Date first by
                        reference to the most recent Officers Certificate
                        provided to the agent under the US Facility Agreement
                        relating to that Trading Period  (a copy of which
                        shall be delivered to the Security Agent at the same
                        time it is delivered under the US Facility Agreement),
                        second by reference to the quarterly consolidated
                        management accounts of SCC and its Subsidiaries and
                        third by reference to the annual consolidated audited
                        accounts of SCC and its Subsidiaries.

                (e)     The Lead Bank may require any  calculation  based on the
                        management  figures  to be  restated  and  certified  as
                        accurate by the  Auditors if in the bona fide opinion of
                        the Lead  Bank the  subsequent  publication  of  audited
                        figures or any other information  becoming  available to
                        the Lead Bank  casts  doubt on any  relevant  management
                        figures."

                The existing Clause 16.3 shall be renumbered accordingly.

11.     TERMINATION IN CASE OF DEFAULT

11.1    Clause  17.1(a)  shall be  amended  by  inserting  the  words "or any US
        Obligor" after the words "failure by any Obligor".

11.2    Clause  17.1(b)  shall be  amended  by  inserting  the  words "or any US
        Obligor" after the words "in relation to any Group Company".

11.3    Clause  17.1(c)  shall be  amended  by  inserting  the  words "or any US
        Obligor" after the words "failure by any Obligor".

11.4    Clause  17.1(d)  shall be  amended  by  inserting  the  words "or any US
        Obligor" after the words "Group Company" wherever they occur.

11.5    Clause 17.1(e) shall be amended by inserting the words "US Obligor's or"
        after the words "substantial part of any" in subclauses (i) and (ii).

11.6    Clauses  17.1(f),  (g), (h), (i), (j), (k), (n) and (o) shall be amended
        by  inserting  the words  "or any US  Obligor"  after  the words  "Group
        Company"  wherever they occur and Clause 17.1 (k) shall  additionally be
        amended by deleting  the words  "following  the receipt by the  Steering
        Committee  of the Report of Coopers & Lybrand  referred to in Clause 4.1
        (Review)" in sub-clause 17.1(k)(iii).

11.7    Clause  17.1(p) shall be amended by inserting the words "or US Obligors"
        after the words "Obligors".

11.8    Clause 17.1(r) shall be amended by deleting sub-clause (vi) and the word
        "and"  immediately  preceding it and inserting "or" at the end of Clause
        17.1(b)(v).

11.9    Clause 17.1(s) shall be amended by deleting sub-clause (vi) and the word
        "and" immediately preceding it and replacing "and" with "or".

12.     FEES

12.1    Clause  18.2 (Commitment Fee) shall be deleted and replaced by the
        following:-

        "During the term of this Agreement,  the Borrowers shall pay to the Lead
        Bank for the account of the Banks on 16 July 1996 and thereafter on each
        subsequent Quarter Date, a commitment fee calculated at the rate of 0.25
        per cent. per annum on the aggregate Overall Commitments. Such fee shall
        accrue  from day to day and on the  basis of a 360 day year and shall be
        distributed  between  the  Banks in  their  Pro  Rata  Shares".  For the
        purposes of this  Clause  Overall  Commitments  shall be  determined  as
        follows:

        (a)     In  relation  to the  payment  due  on 16  July  1996,  "Overall
                Commitments"  shall  be the  Overall  Commitments  of the  Banks
                immediately prior to the execution of this Agreement;

        (b)     In  relation  to a  payment  due  after  16 July  1996,  Overall
                Commitments  shall be  calculated  by  reference  to the Overall
                Commitments  of the Banks on the day on which such payment falls
                to be made."

12.2    The following shall be inserted as Clauses 18.3 and 18.4 of the
        MFA:-

        "18.3   Back End Fee:  SCC and the Borrowers shall be jointly and
                severally liable to pay to the Security Agent for the
                account of the Banks a fee of an amount calculated and
                payable in accordance with Schedule XXI.

        18.4    VAT:  Where the costs and fees  specified in this Clause attract
                value added tax or any similar tax, the relevant Borrower and/or
                SCC shall pay the relevant amount of such tax in addition to the
                cost or fee concerned."

12.3    The following shall be inserted as Schedule XXI to the MFA:-

        "SCHEDULE XXI

        CALCULATION OF BACK-END FEE


        1.      Definitions and Interpretations

        1.1     In this Schedule, the following words and expressions shall
                have the meanings set opposite them:-

                "Accountants"  means the leading firm of  chartered  accountants
                appointed  by the  Security  Agent  from  time to  time  for the
                purpose of this Schedule;

                "Exercise Date" means the date determined in accordance with
                paragraph 3 below;

                "the Exercise Price" means the price for the Shares
                determined in accordance with paragraph 2.2(b) below;

                "Fee"  means the  back-end  fee  payable by SCC to the  Security
                Agent as agent and trustee for the Banks in accordance with this
                Schedule;

                "Shares" means ordinary shares in the capital of SCC such shares
                at the date of this  Agreement  being  ordinary  shares of $0.20
                each;

                "Strike  Price"  means the price for the  Shares  determined  in
                accordance with paragraph 2.2(a) below.

        2.      Calculation of Fee

        2.1     Amount of Fee:  The amount of the Fee to be paid by SCC and
                the Borrowers to the Banks shall be equal to:

                $1,000,000      X       Exercise Price

                                        --------------

                                  Strike Price

        2.2     Calculation of Strike Price and Exercise Price:  For the
                purposes of this Schedule:-

                (a)     subject to any adjustment made under this Schedule,  the
                        Strike Price shall be the greater of (i) $4.25 per Share
                        and (ii) the average of the middle market  quotations of
                        the Shares, as derived from the Wall Street Journal with
                        respect  to all the  dealing  days on the New York Stock
                        Exchange in May 1996; and

                (b)     subject to any adjustment made under this Schedule,  the
                        Exercise  Price  for the  Shares  shall be lesser of (i)
                        $17.25  per Share  and (ii) the  average  of the  middle
                        market  quotations  of the Shares,  as derived  from the
                        Wall Street  Journal with respect to the thirty  dealing
                        days  on  the  New  York  Stock   Exchange   immediately
                        preceding the relevant Exercise Date.

        2.3     Collar on amount of Fee:  Notwithstanding paragraphs 2.1 and
                2.2 above, the amount of the Fee shall be (a) a minimum of
                $500,000 and (b) a maximum of $2,000,000.

        3.      Exercise Date

                Determination of Exercise Date:  Subject as provided below,
                the Exercise Date shall be the earlier of the date on
                which:-

                (a)     the Facilities or any material part of them are
                        refinanced; or

                (b)     the Facilities are repaid in full (with unmatured
                        liabilities under the Facilities being fully cash
                        collateralised); or

                (c)     the Enforcement Date; or

                (d)     the Final Repayment Date;

                Provided  that  if the Fee is not  paid in full to the  Security
                Agent within 10 Business Days of such date ("the original date")
                then the  Majority  Banks may, at any time by written  notice to
                SCC given before the Fee is paid,  elect that the Exercise  Date
                shall be such later date  falling  after the  original  date and
                prior to the date on which the Fee (as recalculated by reference
                to such  later  date (if  any)) is paid in full as the  Majority
                Banks may select.

        4.      Payments

        4.1     The Fee  shall  be  paid  by SCC  and/or  the  Borrowers  to the
                Security Agent not later than 5 Business Days after the Exercise
                Date.

        4.2     The fee shall be distributed amongst the Banks pro rata to
                their Overall Commitments on the Exercise Date.

        5.      Variations in Capital

        5.1     Variations in Capital: Subject to paragraph 5.2, in the event of
                any increase or variation of the share  capital of SCC (whenever
                effected) by way of capitalisation or rights issue or otherwise,
                the  Security  Agent,  in  consultation  with SCC, may make such
                consequential adjustments as it considers appropriate,  in order
                to reflect such  increase or  variation of the share  capital of
                SCC, to the Strike Price and Exercise Price.

        5.2     Review by  Accountants:  Except in the case of a  capitalisation
                issue,  no adjustment  under paragraph 5.1 shall be made without
                the prior  confirmation in writing from the Accountants  that it
                is in their opinion fair and reasonable.

        5.3     Notification  of  Adjustment:  As soon as  reasonably  practical
                after making any  adjustment  under  paragraph 5.1, the Security
                Agent shall give notice in writing of such adjustment to SCC and
                each Bank.

        5.4     Role of  Accountants:  In respect  of any matter  where they are
                required to act under this  schedule in relation to the Fee, the
                Accountants  shall be deemed to be acting as experts  and not as
                arbitrators  and the  Arbitration  Acts  1950 to 1979  shall not
                apply hereto.


13.     US FACILITY

13.1    The  heading  to  Clause  21  shall  be  amended  to read  "Assignments,
        Transfers and US Security".

13.2    Clause 21.2 (Banks) shall be amended to read as follows:-

        "Any Finance Party may, after prior  consultation with the Lead Bank and
        with the prior written  consent of SCC (which shall not be  unreasonably
        withheld or delayed) and subject to Clause 21.3:-

        (a)     assign its rights and benefits under its Facilities and this
                Agreement and each other Finance Document to which it is a
                party; or

        (b)     transfer in accordance with Clause 21.4 its obligations
                under this Agreement and each other Finance Document

        to another Finance Party or to an institution  (whether  incorporated in
        the United Kingdom or elsewhere)  which is for the time being authorised
        or  entitled   (pursuant  to  the  Banking  Act  1987  and  the  Banking
        Co-ordination  (Second Council  Directive)  Regulations  1992) to accept
        deposits in the United Kingdom,  where in each case (i) such assignee or
        transferee  is  acting  as  principal  only and (ii) the  rights  and/or
        obligations  being  assigned or  transferred  to it  represent  all or a
        minimum of $10  million of the  Overall  Commitment  of the  assignor or
        transferor.

        Any Finance Party wishing to assign or transfer any of its rights and/or
        obligations under this Agreement (the "Proposed Transferor") shall first
        notify the Lead Bank of its intention so to do and the proposed terms of
        such  assignment  or transfer (the  "Transfer  Notice") and shall not be
        entitled to make such  assignment  or transfer  until a period of thirty
        days (the "30 Day  Period")  shall have elapsed from the date of receipt
        by the Lead Bank of the Transfer  Notice.  If, within the 30 Day Period,
        any  Finance  Party has  notified  the  Proposed  Transferor  that it is
        willing to accept an  assignment  or transfer on the same terms as those
        detailed  in the  Transfer  Notice  and  otherwise  on the terms of this
        Agreement  (which  notification  shall be binding on such Finance Party)
        (an "Acceptance  Notice") then the Proposed  Transferor shall be obliged
        to make such assignment or transfer to such Finance Party and not to any
        third  party.  If more  than  one  Finance  Party  shall  have  given an
        Acceptance  Notice to the Proposed  Transferor within the 30 Day Period,
        the obligation of the Proposed Transferor hereunder shall be to transfer
        to the first Finance Party to give an Acceptance  Notice to the Proposed
        Transferor.  If no Acceptance  Notice is received from any Finance Party
        during the 30 Day Period with respect to a Transfer Notice, the Proposed
        Transferor may assign or transfer its rights and  obligations  specified
        in the Transfer  Notice on the terms  specified in such Transfer  Notice
        and  otherwise  in  accordance  with  the  terms of this  Agreement.  No
        assignment  or transfer of any rights  and/or  obligations  of a Finance
        Party  hereunder  may be made on terms  which have not  previously  been
        notified  in full to the Lead Bank in a  Transfer  Notice in  accordance
        with the terms of this Clause."

13.3    Clause 21.3  (Assignment and Transfer) shall be amended by inserting the
        words "and  agreeing that it shall be bound in all respects by the terms
        of the  Intercreditor  Agreement  as if it had  been an  original  party
        thereto as a Junior  Lender (as  defined  therein)  and  executing  such
        documentation  in relation  thereto as the Lead Bank may require"  after
        the  words  "Finance  Document  as a  Finance  Party"  in line 7 of that
        Clause.

13.4    Clause 21.13 shall be amended by  inserting in paragraph  (a) before "to
        any prospective assignee", the words "with the prior consent of SCC".

13.5    The following shall be inserted as Clause 21.14 of the MFA:

        "21.14  Investigation:  Each  Transferee  shall be deemed to irrevocably
        agree,  upon becoming a party to this Agreement,  that the Lead Bank may
        at any time, at the cost of the Transferee, appoint Coopers & Lybrand or
        another  reputable firm of accountants to investigate  the compliance by
        such  Transferee  with  its  obligations  under  this  Agreement  and in
        particular Clause 21."

13.6    The following shall be inserted as Clause 21.15 of the MFA:-

        "21.15  (a)     Security Agent and Letter of Credit:  The Banks
                        hereby appoint the Security Agent to execute the
                        Intercreditor Agreement on behalf of the Banks and to
                        issue the Letter of Credit and hereby authorise the
                        Security Agent to exercise such rights, powers and
                        discretions as are specifically delegated to it by the
                        terms of this Agreement together with such rights,
                        powers and discretions as are reasonably incidental to
                        them.

                (b)     The Security  Agent agrees that,  as soon as  reasonably
                        practicable after receipt by it of written  notification
                        from the US Agent of a Default  Event,  it shall  notify
                        each Bank by facsimile of the occurrence of such Default
                        Event.

                (c)     Each Bank shall notify the  Security  Agent by facsimile
                        no later than 10.00 a.m.  (London time) on the fifteenth
                        Business Day after the date of such  notice,  whether it
                        wishes the  Security  Agent to enforce  the US  Security
                        held by it upon the Security Agent becoming  entitled to
                        do so  hereunder,  under the US  Security  and under the
                        Intercreditor Agreement.

                (d)     If all  Banks  agree  to  its  taking  such  enforcement
                        action,   the  Security   Agent  shall  enforce  the  US
                        Security,  provided that nothing in this Agreement shall
                        require the Security Agent,  the Lead Bank or any of the
                        Banks  to  breach  any  provision  of the  Intercreditor
                        Agreement.

                (e)     In consideration of the Security Agent issuing the
                        Letter of Credit, each Bank hereby jointly and
                        severally:-

                        (i)     agrees to keep the Security Agent indemnified
                                from and against all actions, proceedings,
                                liabilities, claims, demands, damages, costs and
                                expenses in relation to or arising out of or
                                appearing to the Security Agent to arise out of
                                the Letter of Credit and/or the US Security or
                                any indemnity or undertaking given by the
                                Security Agent in relation to them and to pay to
                                the Security Agent on demand all payments,
                                losses, costs, charges, damages and expenses
                                suffered or incurred by the Security Agent in
                                consequence of the Letter of Credit and/or the
                                US Security or arising in connection with them,
                                whether directly or indirectly;

                        (ii)    irrevocably authorises and directs the Security
                                Agent to make any payments and comply with any
                                demands which may be claimed or appear to the
                                Security Agent to be claimed or made under or
                                pursuant to any of the Letter of Credit and/or
                                the US Security or any indemnity or undertaking
                                given by the Security Agent in relation to them
                                without any reference to or further authority
                                from any Bank and agrees that any payment made
                                by the Security Agent in accordance with or
                                appearing to the Security Agent to be in
                                accordance with any of the Letter of Credit
                                and/or the US Security and/or any indemnities or
                                undertakings of the Security Agent in respect of
                                them shall be binding upon each of the Banks and
                                shall be accepted by the Banks as conclusive
                                evidence that the Security Agent was liable to
                                make such payment or comply with such demand and
                                the Security Agent may at any time determine or
                                procure the determination of any of the Letter
                                of Credit and/or the US Security and/or any of
                                the indemnities or undertakings of the Security
                                Agent in respect of them;

                        (iii)   agrees  that  the  indemnity  contained  in this
                                Clause  shall  be in  addition  to  and  not  in
                                substitution   for  any   other   indemnity   or
                                reimbursement right which the Security Agent may
                                hold as at the date of this Agreement.

                        (iv)    agrees to provide to the Security Agent,
                                forthwith on demand at any time by the Security
                                Agent if at any time the Security Agent in its
                                discretion considers that it may not be able to
                                have full recourse to the cash collateral
                                referred to in Clause 6.3(h), full cash cover
                                for its obligations under this Clause 21.14(e),
                                together with such documentation relating to it,
                                including charges or deposit agreements, as the
                                Security Agent may require."

                (f)     Each of the Finance  Parties  hereby  undertakes  to the
                        others of them  that it will  comply  strictly  with the
                        terms of the Intercreditor Agreement.

14.     LEAD BANK, SECURITY AGENT AND STEERING COMMITTEE

14.1    Clause 22.1(a)(i) (Appointment) shall be amended by inserting the words"
        "and the  Intercreditor  Agreement"  after the words "this Agreement" in
        the first and third lines of that clause.

14.2    Clause 22.1(a) (Appointment) shall be amended by inserting a new
        sub-clause (iv) as follows:-

        "(iv)   the Security Agent to act as its agent and (in relation only
                to the US Security) trustee in connection with the US
                Security and the Intercreditor Agreement and authorises the
                Security Agent to exercise such rights, powers and
                discretions as are specifically delegated to it  by the
                terms of this Agreement, the Intercreditor Agreement and the
                US Security together with all such rights, powers and
                discretions as are reasonably incidental to them."

14.3    Clause  22.2(a)  (Powers)  shall be amended  by  deleting  the  existing
        sub-clauses  (i),  (ii) and (iii) and  inserting  the following in their
        place:

        "(i)    any representation made by the Obligors and/or the US
                Obligors in or in connection with the Finance Documents is
                true;

        (ii)    no Event of Default or Potential Event of Default has
                occurred; and

        (iii)   no Obligor or US Obligor is in breach of or in default under its
                obligations  under  any  Finance  Document  or the  US  Facility
                Agreement;"

14.4    Clause  22.2(d)  (Powers) shall be amended by inserting the words "or US
        Obligor" after "Obligor" wherever it occurs.

14.5    Clauses  22.2 (i) and (j)  (Powers)  shall be amended by  replacing  the
        words "this Agreement" with "any Finance Document".

14.6    Clause  22.3(b)  (Duties)  shall be  amended  by adding  after the words
        "under the  Security  Documents  from any  Obligor" in the last line the
        words  "or  from  any  other   person  under  the  US  Security  or  the
        Intercreditor Agreement".

14.7    Clause  22.3(c)  (Duties)  shall be amended by deleting  the words "this
        Agreement  or any  Security  Document"  in  line 4 of  that  clause  and
        inserting  the words "any  Finance  Document" in their place and also by
        deleting  the  words  "this  Agreement"  at the end of that  clause  and
        inserting  in their  place  the words  "such  Finance  Document"  and by
        inserting after "Obligor" the words "or US Obligor" and by inserting the
        words "or the US Facility  Agreement" after the words "Finance Document"
        wherever they occur.

14.8    Clause  22.6  (Exoneration)  shall be amended by adding the words "or US
        Obligor"  after "any Obligor"  wherever it appears and by adding "or the
        US Facility  Agreement"  after each reference to "any Finance  Document"
        and by adding "or US Obligor " after "Group Company" in sub-sections (c)
        and (f).

14.9    Clause 22.13  (Credit  Appraisals)  shall be amended by adding the words
        "or US Obligor" in line 4 after the words "nature of any Group  Company"
        and in sub-clauses  (a) and (b) thereof after the words "Group  Company"
        wherever they occur.


15.     PROVISIONS RELATING TO SUCCESSOR

        Clause  24.3  (Provisions  relating  to  Successor)  shall be amended by
        adding in  sub-clause  (a) after  "and the  Obligors"  the words "and US
        Obligors".

16.     ENFORCEMENT

        Clause  25.1  (Enforcement)  shall be  amended  by  adding to the end of
        sub-clause (c) the words "(with respect only to the security  granted by
        such Charging Company) and by adding a proviso to the end of that Clause
        as follows:-

        "provided that the Security Agent may only be required to enforce the US
        Security in accordance with the terms of the Intercreditor Agreement".

17.     EQUALISATION

17.1    Clause 26.1 (Notification) shall be deleted and replaced by the
        following:

        "26.1  Notification:  Within five  Business  Days after the  Enforcement
        Date, each Bank shall notify the Lead Bank and the Security Agent of:

                (a)     the aggregate  amount of  Indebtedness  incurred by each
                        Group Company and each US Obligor to such Bank (actually
                        or  contingently)  under its Facilities and each Finance
                        Document as at the Enforcement Date; and

                (b)     the aggregate amount (if any) paid by such Bank under
                        or pursuant to the Intercreditor Agreement by reason
                        of a breach or an alleged breach by any of the Finance
                        Parties of the terms of the Intercreditor Agreement
                        (including payments made under or in respect of the
                        Letter of Credit  or pursuant to Clause 21.15
                        (Security Agent and Letter of Credit)) which has not
                        already been reported under (a) above and which has
                        not been repaid or reimbursed to such Bank,
                        (its "Aggregate Bank Indebtedness")."

17.2    A new Clause 26.9 shall be added as follows:

        "26.9   Final Equalisation:  The provisions of this Clause 26.9 shall be
                applied at such time or times after the Enforcement  Date as the
                Security Agent shall consider  appropriate,  (provided that such
                provisions  will,  unless  otherwise agreed by all the Banks, be
                applied at least once by no later than the first  anniversary of
                the Enforcement Date), as follows:

                (a)     before each occasion on which it intends to implement
                        the provisions of this Clause 26.9, the Security Agent
                        shall send a notice to each Bank requiring it to
                        notify the Security Agent of (i) the aggregate amount
                        of Indebtedness incurred by each Group Company and
                        each US Obligor to such Bank (actually or
                        contingently) under its Facilities and each Finance
                        Document as at the date of such notice and which has
                        not been paid or cash cover or other security provided
                        therefor as at the date of such notice; and (ii) the
                        aggregate amount (if any) paid by such Bank under or
                        pursuant to the Intercreditor Agreement by reason of a
                        breach or an alleged breach by any of the Finance
                        Parties of the terms of the Intercreditor Agreement
                        (including payments made under or in respect of the
                        Letter of Credit  or pursuant to Clause 21.15
                        (Security Agent and Letter of Credit)) which has not
                        already been reported under (i) above and which has
                        not been repaid or reimbursed to such Bank as at the
                        date of such notice (its "Bank Loss").

                (b)     Each Bank shall deliver the information requested by the
                        Security  Agent no later  than 10  Business  Days  after
                        receipt by it of a notice  pursuant  to  sub-clause  (a)
                        above.

                (c)     Based on the information given to it under Clause
                        26.9(b) (subject to any adjustments it regards as
                        appropriate) the Security Agent shall calculate the
                        balancing credit or balancing payment (if any) due to
                        or from each Bank, being the amount required to be
                        paid or received in order to equalise such Bank's
                        Proportion of Bank Loss with its Proportion of
                        Aggregate Commitments, and shall notify each Bank of
                        the amount (if any) payable or receivable by each Bank
                        accordingly.

                (d)     Forthwith upon receipt of a written request by the
                        Security Agent, each relevant Bank shall pay to the
                        Security Agent the amount of the balancing payment
                        notified as payable by it under Clause 26.9(c) and the
                        Security Agent shall, as soon as practicable, pay to
                        each Bank to which a balancing credit is due, the
                        amount of such credit, provided that where an amount
                        is claimed by a Bank for an unmatured liability, then
                        the amount of the relevant Reserve shall be paid into
                        an interest-bearing deposit account in accordance with
                        Clause 27.6 (Account).

                (e)     If a Bank fails to make a payment due from it under
                        this Clause 26.9, the Security Agent shall be entitled
                        to take action on behalf of the banks to whom such
                        payment was to be redistributed (subject to being
                        indemnified to its satisfaction by such Banks) but
                        shall have no obligation or liability to those Banks
                        or any other person as regards such default and any
                        loss suffered as a result of such default shall lie
                        where it falls.

                Any equalisation  under this Clause 26.9 shall be in addition to
                any equalisation conducted pursuant to Clause 26.1 and will take
                account of previous  adjustments  under Clauses 26.1 and 26.9 as
                appropriate.

18.     NOTICES

        Clause 32.3 shall be amended by adding the words "or US  Obligor"  after
        "Obligor" wherever it occurs.

19.     AUTHORITY OF SCC

        Clause 37.1  (Amendment)  shall be amended by adding in line 1 after the
        words "(other than SCC)" the words "including the US Obligors".

20.     GOVERNING LAW AND JURISDICTION

        Clause 39.2 (b) shall be amended by adding after "Covenantors" in line 1
        the words "and each of the US Obligors".

21.     CONSENT TO WOOL GROUP REORGANISATION

        A new Clause 40 shall be added as follows:

        "40.    WOOL GROUP REORGANISATION

        40.1    The   Finance   Parties   hereby   consent   to   the   proposed
                reorganisation  of the  Wool  Group  on  the  terms  set  out in
                Appendix D (the "Wool Group Reorganisation")  provided that such
                reorganisation  shall not adversely  affect the security held by
                the Security  Agent or the MFA Banks over the shares in Standard
                Wool France S.A.  This  clause  shall not  restrict a Wool Group
                Company  entering  into any  Permitted  Borrowings  or Permitted
                Encumbrances.

        40.2    TCLC hereby undertakes that, forthwith upon receipt by it of the
                sum of  approximately  $13,000,000  which will be received by it
                following  the Wool Group  Reorganisation  (the  "Reorganisation
                Proceeds"),  it will  pay  the  Reorganisation  Proceeds  into a
                designated account of TCLC with Deutsche Bank AG in Hamburg (the
                "Reorganisation   Account").   TCLC  further   agrees  that,  in
                consideration   of  the  Banks  consenting  to  the  Wool  Group
                Reorganisation,  it shall not be entitled to withdraw any amount
                from time to time  standing to the credit of the  Reorganisation
                Account except as provided in Clause 40.3 below.

        40.3    Any  balance  from time to time  standing  to the  credit of the
                Reorganisation  Account may be withdrawn  only in the  following
                circumstances:

                (a)     If at any time when a payment falls to be made to a
                        Reducing Bank or a Non-Committed Bank pursuant to
                        Clauses 8.6 (a), (c) and (d) and subject always to
                        Clause 15.3(c), TCLC shall be entitled to debit the
                        Reorganisation Account with the amount of such payment
                        and to apply the amount withdrawn from the
                        Reorganisation Account in reduction or satisfaction of
                        such payment.

                (b)     If at any time, TCLC has insufficient freely available
                        cash for the purposes of operating its business the
                        Group Treasurer may, by notice in writing to the Lead
                        Bank and each other member of the Steering Committee,
                        request a withdrawal from the Reorganisation Account
                        by certifying (i) that TCLC  has insufficient freely
                        available cash for the purposes of operating its
                        business, (ii) the reasons for such insufficiency,
                        (iii) the amount required to satisfy such
                        insufficiency, (iv) the amount requested to be
                        withdrawn from the Reorganisation Account (which shall
                        be an amount equal to or less than such insufficiency)
                        and (v) the period for which additional funds are
                        required (the "Stated Period"). TCLC shall be
                        permitted to withdraw such amount two Business Days
                        after receipt by all of the members of the Steering
                        Committee of such notice unless the Steering Committee
                        has notified TCLC in writing that it objects to the
                        proposed withdrawal.  TCLC undertakes that it shall
                        repay the amount so withdrawn to the credit of the
                        Reorganisation Account within the Stated Period.

                (c)     If and to the extent  that the  balance  standing to the
                        credit of the Reorganisation Account at any time exceeds
                        the amount of the payments  which will become due to the
                        Committed and Reducing  Banks pursuant to Clause 8.6(a),
                        (c) and (d).

        40.4    For the avoidance of doubt, the  Reorganisation  Account and the
                balance  standing  to the credit of the  Reorganisation  Account
                shall  continue  at all  times  to be  subject  to the  security
                granted by the Borrower Debentures and nothing in this Clause 40
                shall create a trust of any kind.

        40.5    The amount, if any, standing to the credit of the Reorganisation
                Account  on 1 May 1997,  shall be applied  in  reduction  of the
                Outstandings of the Banks or, if there are no such Outstandings,
                shall be paid to such  account  of TCLC as TCLC may  specify  by
                notice in writing to the Lead Bank. Nothing in this letter shall
                oblige  Deutsche  Bank AG in Hamburg to permit any  overdraft or
                debit balance on the Reorganisation Account."

        and Schedule II to this Agreement shall be added as a new Appendix
        D to the MFA.

22.     THE BANKS

22.1    Schedule II shall be amended:

        (a)     by deleting the figure of $10,000,000 under the headings
                "Commitment" and Overall Commitment" against the name of
                NationsBank and replacing them with "$6,241,231.50"; and

        (b)     by adding after the  reference to "BfG Bank  Aktiengesellschaft"
                the  words  "transferred  to  Bank  of  America  NT&SA"  and  by
                aggregating   the  details  for  Borrower,   Type  of  Facility,
                Commitment  and Overall  Commitment so as to produce a new entry
                in  Schedule  II for Bank of  America  giving  Bank of America a
                Commitment  of   $21,000,000   and  an  Overall   Commitment  of
                $21,000,000.

22.2    Schedule  IV shall be amended by adding  after the words "BfG Bank A.G."
        in Parts I and II of that Schedule the words "(now  transferred  to Bank
        of America NT&SA)"

22.3    Schedule XI Part II shall be amended by adding after the words "BfG Bank
        A.G." the words "(now transferred to Bank of America NT&SA)".

22.4    Schedule  XIII shall be amended by adding  after the words "BfG Bank AG"
        the words "(now transferred to Bank of America NT&SA)".

22.5    The execution provisions of the MFA shall be amended by adding after the
        signatures for BfG Bank the words  "(transferred  its Commitment to Bank
        of America NT&SA)".

23.     EXISTING SECURITY

        Schedule XI (Existing Security) shall be amended by adding to the end of
        that Schedule the following details:

        "BHF Bank       The Bank's general terms and conditions provides
                        for a pledge on goods and documents of title
                        which are in the possession of the Bank."

24.     DISTRIBUTION OF RECOVERIES

        Schedule  XVIII  shall be  amended  by  inserting  the  words "or the US
        Obligors"  after the word  "Obligors" in paragraphs  2(d), and (e)and on
        paragraph 2(f)(ii) and (iii).

25.     COUNTERPARTS

        This  Agreement  may be executed in any number of  counterparts,  all of
        which when taken together shall constitute a single instrument.

26.     NOTICES

        The  provisions  of Clause 32 (Notices) of the MFA shall be deemed to be
        incorporated, mutatis mutandis, in this Agreement.

27.     GOVERNING LAW AND JURISDICTION

        The provisions of Clause 39 (Governing Law and  Jurisdiction) of the MFA
        shall be deemed to be incorporated, mutatis mutandis, in this Agreement.

28.     EFFECTIVE DATE

        This Agreement shall become effective on the date on which the Lead Bank
        confirms  to SCC and the  Banks  that  all of the  following  have  been
        received by the Lead Bank in form and substance  satisfactory  to it (or
        have been  waived by the Lead Bank  (acting on the  instructions  of the
        Majority Banks):-

        (c)     Agreement:  a copy of this  Agreement  duly  executed  by SCC on
                behalf of itself and each Borrower and Covenantor and by all the
                other parties  hereto,  together with a letter  addressed to the
                Lead Bank by each Borrower and Covenantor confirming that it has
                received a copy of this Agreement and has instructed SCC to sign
                this Agreement on its behalf;

        (d)     Intercreditor Agreement: a copy of the Intercreditor
                Agreement duly executed by all the parties to it;

        (e)     US Facility Agreement: a copy of the US Facility Agreement
                duly executed by all the parties to it;

        (f)     Company Documents:

                (i)     Constitutional Documents: certified copies of the
                        certificate    of    incorporation,    certificate    of
                        incorporation  on  change  of name (if any) and  current
                        memorandum  and  articles  of  association  of  each  US
                        Obligor, SCC and SCTC;

                (ii)    Members' Resolutions: in relation to each of the US
                        Obligors, a certified copy of the minutes of the
                        meeting of its members or a written consent of the
                        beneficial owners of all shares of such company
                        approving the terms of this Agreement and the
                        Intercreditor Agreement and the US Security to which
                        it is a party, together with a certificate of one of
                        its directors confirming that (where a meeting of
                        members has been held) the resolutions set out in the
                        relevant minutes were duly and properly passed and
                        confirming that such resolutions are still in effect
                        and have not been varied or rescinded unless local
                        legal counsel to the Lead Bank and the Security Agent
                        advises that this is not necessary.

                (iii)   Certificate of Authorisation: in relation to each of
                        SCC and the US Obligors, a certificate of one of its
                        directors to the effect that the requisite resolution
                        of its board of directors, in the Agreed Terms, has
                        been duly and properly passed:-

                        (aa)    authorising   its   execution,    delivery   and
                                performance of this Agreement the  Intercreditor
                                Agreement  and, in the case of the US  Obligors,
                                the US Security to which they are parties; and

                        (bb)    authorising a named person or persons specified
                                in such documents and whose specimen signatures
                                appear there to sign (where appropriate as a
                                Deed) such documents and any amendments and
                                renewals of them 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 or a certificate in such other form as
                                local legal counsel to the Lead Bank and the
                                Security Agent considers to be satisfactory;

                (iv)    Authorising Board Resolutions: a certified copy of the
                        resolutions of the board of directors of each of SCC
                        and the US Obligors unless local legal counsel to the
                        Lead Bank and the Security Agent advises that this is
                        not necessary;

                (v)     Obligor  Confirmations:  in  relation  to  each  of  the
                        Obligors except the Covenantors, a confirmation that its
                        obligations  under or pursuant to the Finance  Documents
                        remain in full force and effect and that the  guarantees
                        and/or  security  granted by it remain in full force and
                        effect to secure all the  obligations  of the  Borrowers
                        under the MFA as amended hereby;

                (vi)    SCTC Members' Resolutions: in relation to SCTC, a
                        certified copy of the minutes of the meeting of its
                        members or a written consent of the beneficial owners
                        of all shares of such company approving the charge
                        referred to in Clause 6.1(h) (the "Cash Charge"),
                        together with a certificate of two of its directors
                        confirming that (where a meeting of members has been
                        held) the resolutions set out in the relevant minutes
                        were duly and properly passed and confirming that such
                        resolutions are still in effect and have not been
                        varied or rescinded unless local legal counsel to the
                        Lead Bank and the Security Agent advises that this is
                        not necessary.

                (vii)   SCTC Certificate of Authorisation: in relation to
                        SCTC, a certificate of two of its directors to the
                        effect that the requisite resolution of its board of
                        directors, in the Agreed Terms, has been duly and
                        properly passed:-

                    (aa) authorising its execution,  delivery and performance of
                         the Cash Charge; and

                    (bb) authorising a named person or persons specified in such
                         documents and whose specimen signatures appear there to
                         sign (where  appropriate as a Deed) the Cash Charge and
                         any  amendments  and  renewals  of it and to  give  any
                         notices or certificates required in connection with it,
                         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 Agent considers to be
                         satisfactory;

                (viii)  SCTC Authorising Board Resolutions: a certified
                        copy of the resolutions of the board of directors of
                        SCTC unless local legal counsel to the Lead Bank and
                        the Security Agent advises that this is not necessary;

        (g)     Security Documents: (a)a guarantee and a security agreement
                duly executed by the US Obligors; and (b) the Cash Charge
                duly executed by SCTC.

        (h)     Legal Opinions: legal opinions of each of:-

                Robinson, Bradshaw & Hinson, (North Carolina)
                Dr Dr Batliner & Partner, (Liechtenstein)
                Secretan Troyanov & Partners, (Switzerland)
                Clifford Chance (England)

        (i)     US Facility: receipt by the Lead Bank of a facsimile
                addressed to the Lead Bank from NationsBank, N.A. (South) as
                agent to the providers of the US Facility stating either
                that all the conditions precedent set out in (aa) the Third
                Amendment to the US Facility Agreement and (bb) the term
                loan and security agreement referred to at (ii) in the
                definition of "US Facility Agreement" have been satisfied
                and the facilities referred to therein are unconditionally
                available to SCT(US) or that such conditions precedent will
                be so satisfied and such facilities will become so available
                upon satisfaction (either by delivery or by waiver by the
                Lead Bank (acting on the instructions of the Majority
                Banks)) of the conditions precedent set out in this
                Agreement;

        (j)     Repayment Schedules:  evidence that new repayment schedules
                have been accepted by the Non-Committed Banks (in terms
                consistent with this Agreement) as replacing or overriding
                any rights of repayment they may have under their respective
                facility documents;

        (k)     Payment of Fees: all fees payable to the Lead Bank, the Security
                Agent and their  respective  legal  advisers  or any  Consultant
                (together with any disbursements and any applicable taxes) shall
                have been paid in full no later than 5 days  following  the date
                of execution of this Agreement;

        (l)     Other Documentation:  such other documentation as the Lead
                Bank may specify in writing.


29.     CONDITIONS SUBSEQUENT

29.1    SCC and the Borrowers  shall procure that all of the following  shall be
        received by the Lead Bank in form and  substance  satisfactory  to it no
        later than 31 July 1996:

        (a)     title insurance in favour of the Security Agent as agent and
                trustee for the Finance Parties, with respect to each of the
                properties owned by the US Obligors; and

        (b)     a legal opinion of Narron, Holdford, Babb, Harrison & Rhodes
                P.A.

29.2    A failure by SCC and the  Borrowers to procure the  satisfaction  of the
        conditions  in Clause 29.1 shall not  invalidate  this  Agreement or the
        incorporation  of its terms in the MFA or any  provision  of the MFA but
        such failure shall constitute an Event of Default under the MFA. For the
        avoidance  of  doubt,   save  as  expressly   provided  in  Clause  17.1
        (Termination  in Case of Default) all the terms and  conditions  of this
        Agreement  and the  MFA  (including,  without  limitation,  Clauses  6.3
        (Counter Indemnity),  21.15 (Security Agent and Letter of Credit) and 26
        (Equalisation)  shall remain in full force and effect for so long as any
        amount is owing or capable of becoming owing,  actually or contingently,
        under or pursuant to this  Agreement,  the MFA,  the Letter of Credit or
        any of the other Finance Documents (including,  without limitation,  the
        Intercreditor Agreement).



30.     DORMANT COMPANIES

        The attached Schedule III shall be attached as Appendix C to the MFA.

31.     MFA TO CONTINUE IN FULL FORCE

31.1    The MFA shall  continue  in full  force and  effect,  save as  otherwise
        expressly amended by this Agreement.

31.2    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.


AS WITNESS the hands of the parties the day and year first above written.

US OBLIGORS

STANDARD COMMERCIAL TOBACCO COMPANY, INC.
P O Box 450
Wilson, North Carolina 27894

Facsimile No:   (919) 237 1109
Attention:      D L Williams

By:     Mr Merrick


W.A. ADAMS COMPANY
P O Box 1848
Wilson, North Carolina 27894

Facsimile No:   (919) 237 1109
Attention:      D L Williams

By:     Mr Merrick


GENERAL PROCESSORS, INC.
P O Box 246
Oxford, North Carolina 27565

Facsimile No:   (919) 693 1818
Attention:      D L Williams

By:     Mr Merrick


SCC

STANDARD COMMERCIAL CORPORATION
(acting for itself and on behalf of Trans-Continental Leaf
Tobacco Corporation Limited, Standard Commercial
Tobacco Company (UK) Limited, Werkhof GmbH and
Spierer  Freres & Cie SA) 2201 Miller Road, P O Box 450,  Wilson NC  27894-0450,
USA

Facsimile No:   001 919 237 1109
Attention:      The Finance Director

By:     Mr Merrick


THE LEAD BANK

DEUTSCHE BANK A.G. IN HAMBURG
F/Kreditbearbeitung 3
Alter Wall 37
20457 Hamburg, Germany

Facsimile No:   00 49 40 3701 4784
Attention:      Mrs Monika Nickel

By:     Mr Wilken               Mrs Nickel


THE SECURITY AGENT

MEESPIERSON N.V.
Camomile Court
23 Camomile Street
London EC3A 7PP

Facsimile No:   0171 444 8810
Attention:      Walter Gibson Esq

By:     Mr Gibson               Mr Lappin-Smith


THE STEERING COMMITTEE

COMMERZBANK A.G.
Ness 7-9
20457 Hamburg, Germany

Facsimile No:   00 49 40 368 33305
Attention:      Mr Weidner

By:     Mr Loeck                Mr Weidner


NORDDEUTSCHE LANDESBANK GIROZENTRALE
Brodschrangen 4
20457 Hamburg, Germany

Facsimile No:   00 49 40 3765 5304
Attention:      Mrs Barbara Grammel

By:     Mrs Glindmeyer  Mr Heckmann


WESTDEUTSCHE LANDESBANK GIROZENTRALE
Domstrasse 10, 20095 Hamburg,
Germany

Facsimile No:   00 49 40 339 68265
Attention:      Mr T Richter

By:     Mr Richter              Mr Jungnitsch


DEUTSCHE BANK A.G. IN HAMBURG
F/Kreditbearbeitung 3
Alter Wall 37
20457 Hamburg, Germany

Facsimile No:   00 49 40 3701 4784
Attention:      Mrs Monika Nickel

By:     Mr Wilken               Mrs Nickel


MEESPIERSON N.V.
Coolsingel 93, P O Box 749
3000 AS Rotterdam
Netherlands

Facsimile No:   00 31 10 401 5885
Attention:      Jaap van Beveren

By:     Mr Gibson               Mr Lappin-Smith


THE ROYAL BANK OF SCOTLAND PLC
5-10 Great Tower Street
London EC3P 3HX

Facsimile No:   0171 626 5407
Attention:      T J Smith Esq
                Julia H Peasley

By:     Mr Smith


THE BANKS


DEUTSCHE BANK A.G. IN HAMBURG
F/Kreditbearbeitung 3
Alter Wall 37
20457 Hamburg, Germany

Facsimile No:   00 49 40 3701 4784
Attention:      Mrs Monika Nickel

By:     Mr Wilken               Mrs Nickel


MEESPIERSON N.V.
Coolsingel 93, P O Box 749
3000 AS Rotterdam
Netherlands

Facsimile No:   00 31 10 401 5885
Attention:      Jaap van Beveren

By:     Mr Gibson               Mr Lappin-Smith



JOH. BERENBERG, GOSSLER & CO.
Neuer Jungfernstieg 20
20354 Hamburg,
Germany

Facsimile No:   00 49 40 354 248
Attention:      Mr Schroder

By:     Mr  Dolitz              Mr Bock


BERLINER HANDELS-UND FRANKFURTER BANK
Paulstrasse 5
20095 Hamburg, Germany

Facsimile No:   00 49 40 320 09203
Attention:      Dr Saft

By:     Dr Saft         Mr Budde


BERLINER BANK AKTIENGESELLSCHAFT
Niederlassung Hamburg
Domstrasse 21
20095 Hamburg, Germany

Facsimile No:   00 49 40 3020 5319
Attention:      Mr v. Lobbecke

By:     Mr Nullmeier            Mr v. Lobbecke


COMMERZBANK A.G.
Ness 7-9
20457 Hamburg, Germany

Facsimile No:   00 49 40 368 33305
Attention:      Mr Weidner

By:     Mr Loeck                Mr Weidner


NORDDEUTSCHE LANDESBANK GIROZENTRALE
Brodschrangen 4
20457 Hamburg, Germany

Facsimile No:   00 49 40 376 55304
Attention:      Mrs Barbara Grammel

By:     Mrs Glindmeyer  Mr Heckmann


SCHRODER MUNCHMEYER HENGST & CO.
Ballindamm 33
20095 Hamburg, Germany

Facsimile No:   00 49 40 329 5275
Attention:      Mr Stockmann

By:     Mr Hahlbrock            Mr Stockmann


THE THAI FARMERS BANK PUBLIC COMPANY LIMITED
Gansemarkt 24
20354 Hamburg, Germany

Facsimile No:   00 49 40 346 206
Attention:      Mr Heidebrecht

By:     Mr Heidebrecht    XXXXXXXXXXXXXXXXX


WESTDEUTSCHE LANDESBANK GIROZENTRALE
Domstrasse 10, 20095 Hamburg,
Germany

Facsimile No:   00 49 40 339 68265
Attention:      Mr T Richter

By:     Mr Richter              Mr Jungnitsch


BANK JULIUS BAER & CO. LIMITED
Bahnhofstrasse 36
8001 Zurich
Switzerland

Facsimile No:   00 411 202 1016
Attention:      Dr Zollinger

By:     Dr Zollinger            Mr Geissbuhler


NATIONSBANK, N.A.


Facsimile No:   00 1 704 386 1270
Attention:      Mr Greg Powell

By:     Mr Parkhurst


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Bank of America House
1 Alie Street
London E1 8DE

Facsimile No:   0171 313 2236
Attention:      Robert Kasbolt

By:     Mr Casbolt


THE ROYAL BANK OF SCOTLAND PLC
5-10 Great Tower Street
London EC3P 3HX

Facsimile No:   0171 626 5407
Attention:      T J Smith Esq
                Julia H Peasley

By:     Mr Smith

        SCHEDULE I

        THE BANKS

Bank

Bank Julius Baer & Co. Ltd

Bank of America NT & SA

BfG Bank Aktiengesellschaft

Berliner Handels-und
Frankfurter Bank

Commerzbank
Aktiengesellschaft

MeesPierson N.V.

NationsBank, N.A.

Norddeutsche Landesbank
Girozentrale

Schroder Munchmeyer Hengst
& Co.

Westdeutsche Landesbank
Girozentrale

The Thai Farmers Bank
Public Company Limited



Joh. Berenberg, Gossler & Co.



Berliner Bank
Aktiengesellschaft

Deutsche Bank
Aktiengesellschaft


The Royal Bank of Scotland plc