EXHIBIT 2.4
July 30, 2004
X.X. Xxxxxxxx Tobacco Holdings, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Attention: XxXxxx X. Xxxxx, III
VP, Deputy General Counsel and Secretary
RE: Amendment to Business Combination Agreement and
Disclosure Schedule
Dear McDara:
This letter hereby sets forth our agreement to amend the Business
Combination Agreement, dated as of October 27, 2003, between Xxxxx & Xxxxxxxxxx
Tobacco Corporation and X.X. Xxxxxxxx Tobacco Holdings, Inc. (the "BCA") and the
B&W Disclosure Letter (as defined in the BCA) as follows:
1. Section 6.05(b) of the BCA is hereby amended by adding the
following at the end thereof:
"With respect to Affected B&W Employees who do not receive an offer
of ongoing regular employment with Xxxxxxxx American and its
subsidiaries (the "Transitional Employees"), Xxxxxxxx American
agrees that the benefits described in clause (i) of the preceding
sentence (including welfare benefits but excluding any compensation
or bonus plans, programs or policies) will be provided to the
Transitional Employees during the entire period of their employment
with Xxxxxxxx American and its subsidiaries, including any such
period of employment that extends beyond the periods described in
clauses (A) and (B) of the preceding sentence, as applicable."
2. Section 4.11(a) of the B&W Disclosure Letter is hereby amended
by adding the following plan to the list of "B&W Welfare Plans" set forth
thereon:
"12. Group Hospitalization Insurance Plan for regular full time
Hourly Employees and Salaried Employees of the Hanmer Division."
This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Except as otherwise modified hereby, the BCA and the B&W Disclosure Letter shall
remain unaffected and in full force and effect.
{SIGNATURE PAGE FOLLOWS}
Very truly yours,
BROWN & XXXXXXXXXX TOBACCO
CORPORATION
By: XXXXXXX X. XXXXXXX
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
and Secretary
Accepted and agreed:
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By: XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and General Counsel
