EXHIBIT (d)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 30th, 2004 • Ebro Puleva Partners G.P. • Grain mill products • Delaware
EXHIBIT (d)(3) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 23, 2004, among Ebro Puleva S.A., a "sociedad anonima" organized under the laws of Spain ("Parent"), Ebro Puleva Partners G.P., a Delaware general...Stockholder Agreement • July 30th, 2004 • Ebro Puleva Partners G.P. • Grain mill products • Delaware
CREDIT FACILITY AGREEMENT FOR 400,000,000 USDEbro Puleva Partners G.P. • August 24th, 2004 • Grain mill products
This Agreement is made and entered into in Madrid, on 23 August 2004, attested by the Madrid Notary Luis Ramallo García at the express request of the parties hereto,
JOINT FILING AGREEMENTJoint Filing Agreement • August 4th, 2004 • Ebro Puleva Partners G.P. • Grain mill products
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date relating to the offer by Ebro Puleva Partners G.P., a Delaware general partnership, and a direct and indirect wholly-owned subsidiary of Ebro Puleva S.A., sociedad anónima organized under the laws of Spain, to purchase all of the outstanding shares of common stock, par value $1.00 per share of Riviana Foods Inc., a Delaware corporation, is being filed on behalf of the undersigned.
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.
