NEW VALLEY CORPORATION
ALKI CORP.
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
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]
