Re: Amendment to Agreement and Plan of MergerEbro Puleva Partners G.P. • August 27th, 2004 • Grain mill products
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.
