Re: Amendment to Agreement and Plan of Merger
Exhibit (d)(1)(A)
Ebro Puleva X.X.
Xxxxx Xxxxxxxxxx, 0
00000 Xxxxxx, Xxxxx
August 26, 2004
Riviana Foods Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Dear Sirs:
Re: Amendment to Agreement and Plan of Merger
We refer to that certain Agreement and Plan of Merger, among Ebro Puleva S.A., Ebro Puleva Partners G.P. and Riviana Foods Inc., dated as of July 23, 2004 (the “Merger Agreement”). Pursuant to Section 2.1 of the Merger Agreement, this letter is to memorialize our agreement that if 90% or more of the Shares are purchased by Sub pursuant to the Offer, Ebro Puleva, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of Sub, shall be substituted for Sub as a constituent corporation in the Merger. This amendment shall not relieve Ebro Puleva S.A. or Ebro Puleva Partners G.P. of their obligations under the Merger Agreement. Except as amended hereby, the Merger Agreement shall remain in full force and extent.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger Agreement.
Please indicate your agreement with the foregoing amendment to the Merger Agreement by executing this letter in the space indicated below.
Very truly yours, EBRO PULEVA, S.A. |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | CEO | |||
By: | /s/ Xxxxx Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxx Xxxxxxxxx | |||
Title: | CFO | |||
Riviana Foods Inc.
August 26, 2004
Page 2
EBRO PULEVA PARTNERS G.P. |
||||
By: | Ebro Puleva, S.A., General Partner | |||
By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | CEO | |||
By: | /s/ Xxxxx Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxx Xxxxxxxxx | |||
Title: | CFO | |||
Accepted and agreed as of the date first written above:
RIVIANA FOODS INC.
By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxx, Xx. | |||
Title: | CEO | |||
cc: | Xxxxxx X. Xxxxx, Esq., Xxxxx Liddell & Xxxx LLP Xxxxxxx X. Xxxxxx, Esq. Xxxxx Xxxxxxxxxx |