Exhibit 2.4
AMENDMENT No. 1, dated as of January 9, 2004 (this
"Amendment"), to the STOCK PURCHASE AGREEMENT, dated as of
October 27, 2003 (the "Agreement"), among AMERICAN CIGARETTE
COMPANY OVERSEAS B.V., a private company with limited
liability incorporated under the laws of the Netherlands,
CIGARETTE MANUFACTURERS SUPPLIES INC., a Delaware corporation,
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ TOBACCO CORPORATION, a Delaware
corporation, and ▇.▇. ▇▇▇▇▇▇▇▇ TOBACCO HOLDINGS, INC., a
Delaware corporation, with ▇▇▇▇▇▇▇▇ AMERICAN INC., a North
Carolina corporation, becoming a party to such agreement
pursuant to a JOINDER AGREEMENT, dated as of January 5, 2004.
WHEREAS the parties hereto have previously entered into the Agreement
and, subject to the terms and conditions set forth in the Agreement, have agreed
to complete the Acquisition (such term and each other capitalized term used, but
not defined, in this Amendment having the meaning assigned to such term in the
Agreement); and
WHEREAS the parties hereto desire to make certain amendments to the
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments to the Agreement. The Agreement is hereby amended
as follows:
(a) Section 1.04(e) is hereby amended by replacing the text "date of
this Agreement" appearing on the eighth and thirteenth lines thereof with the
text "Closing Date".
(b) Section 5.04(b) is hereby amended by replacing the text "date of
this Agreement" appearing on the penultimate and ultimate lines thereof with the
text "Closing Date".
SECTION 2. Amendment Part of the Agreement. This Amendment shall be
considered to be a part of the Agreement and shall be subject to the provisions
thereof,
including Article IX thereof. Except as expressly set forth herein, the
Agreement shall continue in full force and effect without waiver, modification
or amendment.
[THE REMAINDER OF THIS PAGE IS BLANK]
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto all as of the date first above written.
AMERICAN CIGARETTE COMPANY OVERSEES B.V.,
by
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
CIGARETTE MANUFACTURERS SUPPLIES INC.,
by
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Finance
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ TOBACCO CORPORATION,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
▇.▇. ▇▇▇▇▇▇▇▇ TOBACCO HOLDINGS, INC.,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title:Vice President,
Deputy General Counsel
and Secretary
▇▇▇▇▇▇▇▇ AMERICAN INC.,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President,
Deputy General Counsel
and Secretary