Riggs National Corporation & Subsidiaries - Page 22




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                   Re: [Phase II CGA] with * * * [Morgan Bank]                        
                   as Agent.                                                          
              Dear Sirs:                                                              
              Enclosed please find withholding tax receipts and                       
              supporting schedules evidencing the payment in Cruzeiros                
              to the National Treasury of Brazil with respect to the                  
              above referenced loan.  The tax receipts and schedules                  
              apply to Tranches I thru VII for the interest period June               
              28, 1985 to September 27, 1985.                                         
              In the past, the schedules (Item Number 3 below) were                   
              sorted out for each bank [i.e., participating foreign                   
              lender].  In order to expedite mailing, we have enclosed                
              a complete printout, as received from the Central Bank.                 
              Please disregard schedules not pertaining to your                       
              participation.                                                          
                        *    *    *    *    *    *     *                              
                                       Very truly yours,                              
                                       /s/ Vincent J. Montano                         
                                       [Vice President of Morgan Bank]                
              Enclosures:                                                             
              1. Conversion rate chart for loan currency to Cruzeiros.                
              2. Three tax receipts - one for each applicable                         
              [withholding tax rate] percentage (12.5, 15, and 25                     
              percent) for each of the 7 tranches.                                    
              3. Corresponding supporting schedules for each of the 7                 
              tranches (an explanation of each column is listed                       
              below):                                                                 
                   1st column represents - Interest paid                              
                   2nd column represents - Cruzeiros equivalent of                    
              interest paid [i.e., grossed-up interest paid]                          
                   3rd column represents - Tax in cruzeiros                           
                   4th column represents - 40% cruzeiros tax rebate                   
              amount [i.e., pecuniary benefit]                                        
                   5th column represents - Balance (60%) of actual tax                
                        paid                                                          
              The record contains a substantially similar letter of Morgan            
         Bank, dated August 1986, relating to the Central Bank’s respective           






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