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EXHIBIT 10(e)
Xxxxxxx X. XxXxx
000 X.X. Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
October 17, 1995
High River Limited Partnership
000 Xxxxx Xxxxxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Attn: Xxxx X. Icahn
Dear Xxxx:
By executing this letter in the space provided below, New Valley
Corporation, a New York corporation ("New Valley"), ALKI Corp., a Delaware
corporation and a direct wholly owned subsidiary of New Valley ("NV Sub") and
High River Limited Partnership, a Delaware limited partnership ("High River"),
each hereby agree as follows:
1. Notwithstanding the terms of Sections 1(c)(ii)-(iv) of
the Agreement by and among New Valley, NV Sub and High River, dated
October 17, 1995 (the "New Valley Agreement"), New Valley and NV Sub
("New Valley Group") and High River and its affiliates ("High River
Group") will calculate the aggregate number and the average price of
all shares of common stock, par value $.01 per share, of RJR Nabisco
Holding Corp. ("Shares") owned by New Valley Group and High River
Group, respectively, on a periodic basis, with emphasis on doing so
when the parties own a similar number of Shares, and make payments to
one another in immediately available funds, so that after giving effect
to such payments, the New Valley Group and the High River Group will
have invested the same amount in Shares (exclusive of brokerage fees
and commissions incurred in such acquisitions).
2. Strict compliance with Section 1(c)(ii)-(iv) of the New
Valley Agreement is not required, notwithstanding the terms thereof.
3. Nothing herein contained shall be construed to
otherwise abrogate the rights and obligations of the parties to this
letter agreement with respect to all other provisions of the New Valley
Agreement.
If the foregoing reflects your understanding, please sign this
letter below. Upon your execution hereof, this letter agreement will become a
binding contract between us.
Very truly yours,
Xxxxxxx X. XxXxx
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Accepted and Agreed to:
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP., INC.
General Partner
By:__________________________________
Xxxxxx X. Xxxxxxx
President
[Signature page for letter agreement by and
among New Valley Corporation, ALKI Corp.
and High River Limited Partnership]
