1 placed with each stockholding company shall be sent to each and every other stockholding cement company to the end that each cement company may have a record to insure a proper observance of this rule. (b) The cement company shall furnish all cement ordered by the export company hereunder to points of export within the United States, freight charges prepaid or collect, as directed by the export company, and shall make all shipments as promptly as possible and whenever possible shall give preference to orders of the export company. (c) The export company shall be responsible for the cement after it has been loaded on cars at the cement company's plant and proper bill of lading therefor secured from the railroad company, and all loss that may occur thereafter shall be borne by the export company. But it is understood and agreed that the cement company shall take all actions necessary and proper to recover for loss of cement so shipped from carriers, being reimbursed by the export company for the cost occasioned thereby, or allow the export company to take such action in the name of the cement company and render all reasonable assistance in the prosecution thereof, in case such loss should occur while the cement is regarded by the carrier as cement of the cement company. (d) The cement company shall not be required to make shipments of less than a minimum carload, and the export company shall be responsible for all lighterage, unloading, loading, brokerage and other charges after the cement has left the plant of the cement company. 6. Prices. The selling price of the cement per barrel to the export company by the cement company shall be fixed from time to time by agreement between the export company and the cement company, and the price at any time at any point of delivery shall be the same to all cement companies holding stock in the export company. 7. Payments.-The export company shall pay for all cement shipped to it by the cement company hereunder in New York exchange in not to exceed three months from the date of shipment by the cement company. 8. Sacks. All sacks returned to the cement company shall be received and paid for by it on the same basis and subject to the same terms and conditions as apply at the time to sacks returned to the cement company by its domestic customers. The cement company shall furnish the export company with any and all reading matter, cuts and the like, available for advertising purposes used by the cement company in its domestic advertising and available for use by the export company, but only as a loan; and any loss thereof shall be paid for by the export company. But it is understood and agreed that all advertising by the export company, whether by the use of such borrowed matter or otherwise, shall be undertaken and paid for by the export company and shall be of a character to promote the interests of all the stockholding companies equally. In witness whereof, the parties hereto have caused these presents to be executed by their duly authorized officers and their corporate seals to be hereto affixed the day and year first above written. EXHIBIT XIX. INTERNATIONAL TOBACCO AGREEMENT NO. 1.1 Agreement of the American Tobacco Company Interests and the Limited. An agreement made the twenty-seventh day of September, one thousand nine hundred and two, between Ogden's Limited, being a company duly incorporated under English law (hereinafter referred to as the "Ogden Company"), of the first part; The 1Report of the Commissioner of Corporations on the Tobacco Industry (1909), Pt. 1, pp. 431, 435-9. American Tobacco Company, a corporation organized and existing under and by virtue of the laws of the State of New Jersey, one of the States of the United States of America (hereinafter referred to as the "American Company"), of the second part; Continental Tobacco Company, a corporation organized and existing under and by virtue of the laws of the said State of New Jersey (hereinafter referred to as the "Continental Company"), of the third part; American Cigar Company, a corporation organized and existing under and by virtue of the laws of the said State of New Jersey (hereinafter referred to as the "Cigar Company"), of the fourth part; Consolidated Tobacco Company, a corporation organized and existing under and by virtue of the said laws of the said State of New Jersey (hereinafter referred to as the "Consolidated Company"), of the fifth part; British Tobacco Company, Limited, being a company incorporated under English law (hereinafter referred to as the "British Company"), of the sixth part; and the Imperial Tobacco Company (of Great Britain and Ireland), Limited, a corporation incorporated under English law (hereinafter referred to as the "Imperial Company"), of the seventh part. 14. Each of the parties, hereto of the first six parts for itself and not the one for any others agrees and shall covenant with the Imperial Company that the covenanting party will not at any time after the transfer day, except as hereinafter expressly excepted, either solely or jointly with any other person or persons company or companies, directly or indirectly carry on or be employed, engaged or concerned, or interested in the business in the United Kingdom of a tobacco manufacturer, or in any dealing in tobacco or its products therein, or sanction the use of its name in connection with any such business therein, save so far as the covenanting company, shall, as a member of the Imperial Company or as a member of any company manufacturing cigars in the United States or of any other companies formed or to be formed with the concurrence of the Imperial Company, be interested in the business thereof, or through, or in connection with the Imperial Company, as hereinafter provided. The said covenanting parties will procure the following directors or some or one of them, namely, James Buchanan Duke, Benjamin Newton Duke, Thomas Fortune Ryan, John Blackwell Cobb, Williamson Whitehead Fuller, William Rees Harris, Percival Smith Hill and Caleb Cushing Dula, and will, respectively, use their best endeavors to procure such other directors as shall be required by the Imperial Company to enter into a covenant with the Imperial Company similar to that referred to in the preceding part of this clause. 15. The Imperial Company similarly agrees and shall covenant with the American Company, the Continental Company, the Cigar Company and the Consolidated Company, that the Imperial Company will not at any time after the transfer day, except as hereinafter expressly excepted, either solely or jointly, with any other person or persons, company or companies, directly or indirectly, carry on or be employed, engaged, concerned or interested in the business in the United States of a tobacco manufacturer or in any dealing in tobacco or its products therein, or sanction the use of its name in connection with any such business therein save as far as the Imperial Company shall, as a member of any other company formed or to be formed with the concurrence of the American Company, the Continental Company, the Cigar Company, or the Consolidated Company, be interested in the business thereof, and save and except that the Imperial Company shall be at liberty to buy and treat tobacco leaf and other materials in the United States for the purpose of its business, and save and except such business as shall be carried on through or in connection with the American Company, the Continental Company, the Cigar Company or the Consolidated Company as hereinafter provided, the Imperial Company will procure the following of its directors, viz., Sir William Henry Wills, Henry Overton Wills, Sir Edward Payson Wills, Sir Frederick Wills, George Alfred Wills, Henry Herbert Wills, Walter Melville Wills, Charles Edward Lambert, John Dane Player, Walter Butler, William Goodacre Player and William Ruddell Clarke, and will use its best endeavors to procure such other of its directors as shall be required by the American Company, the Continental Company, the Cigar Company and the Consolidated Company to enter into a covenant similar to that referred to in the preceding part of this clause. 16. Forthwith, or as soon as may be after the transfer day, the Imperial Company shall duly appoint to its board three (3) directors, nominated by the Ogden Company, subject to their acquiring the necessary qualifications, and the directors so appointed shall be re-elected at the next ordinary general meeting and shall be classified so that only a due proportion of them shall retire in each year. 17. The export business of the Ogden Company hereinbefore excluded from the operation of this contract is to be the subject of an agreement entered into contemporaneously with this agreement, and providing for the transfer to a separate company of the export business from the United Kingdom (except to the United States) not only of the Ogdens Company, but also of the Imperial Company and of Salmon & Gluckstein, Limited, and the export business from the United States of the American Company, the Continental Company and the Cigar Company (except to the United Kingdom), which agreement has been already prepared and is executed contemporaneously with this agreement. For the purpose of construing this agreement the export business of the said several companies shall be deemed to be herein defined in the same manner as in the said contemporaneous agreement, The "United Kingdom" and the "United States" are also, respectively, to be deemed to be defined as defined in the same agreement. 18. From and after the date of transfer, subject to agreements already existing between the Imperial Company and its present agents, neither the Imperial Company nor Salmon & Gluckstein, Limited, shall sell or consign any tobacco products to any person, firm or company within the United States except the American Company, or persons or companies designated by it, and on the other hand the American Company, the Continental Company and the Cigar Company, and the Consolidated Company, respectively, shall not sell or consign any tobacco products to any person, firm or company in the United Kingdom except the Imperial Company, or any persons or companies desig |