AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of May 15, 1998, to AGREEMENT AND
PLAN OF MERGER, dated as of the 9th day of October, 1997 (the "Agreement and
Plan Of Merger"), by and between River Asset Sub, Inc., a Delaware corporation
("River Asset Sub"), and River Distribution Sub, Inc., a Delaware corporation
("River Distribution Sub").
Preliminary Statement
River Asset Sub and River Distribution Sub have entered into
the Agreement and Plan of Merger which provides, among other things, that River
Distribution Sub will merge with and into River Asset Sub with River Asset Sub
as the surviving corporation of the merger and that the directors of River
Distribution Sub immediately prior to the effective time of the merger shall be
the directors of the surviving corporation, and that each of such directors will
hold office, subject to the applicable provisions of the certificate of
incorporation and bylaws of surviving corporation, until their respective
successors shall be duly elected or appointed and qualified. The parties hereto
desire to amend certain provisions of the Agreement and Plan of Merger.
Accordingly, the parties hereto agree as follows:
1. Definitions.
Capitalized terms used herein, but not otherwise defined
herein, shall have the meanings ascribed to them in the Agreement and Plan of
Merger.
2. Amendment to Agreement and Plan of Merger.
Effective as of the date hereof, the Agreement and Plan of
Merger is hereby amended pursuant to Section 3.3 thereof by substituting the
following Section 2.3(c) for Section 2.3(c) contained in the Agreement and Plan
of Merger at the time of the execution and delivery thereof:
"(c) Directors and Officers of Surviving Corporation.
The directors of River Distribution Sub immediately prior to
the Effective Time shall be the directors of Surviving
Corporation and shall be classified as follows:
Name of Director Class Term Expires
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ III 1999
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ 2000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ 2000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ I 1998
and the officers of River Distribution Sub immediately prior
to the Effective Time shall be the officers of Surviving
Corporation, each of such directors and officers to hold
office, subject to the applicable provisions of the
certificate of incorporation and bylaws of Surviving
Corporation, until their respective successors shall be duly
elected or appointed and qualified."
3. Reference to and Effect on the Agreement and Plan of Merger.
(a) On and after the date hereof each reference in the
Agreement and Plan of Merger to "this Agreement", "hereunder", "hereof",
"herein", "thereof" or words of like import shall mean and be a reference to the
Agreement and Plan of Merger as amended hereby.
(b) Except as expressly amended by this Amendment No. 1, the
Agreement and Plan of Merger shall remain in full force and effect and is hereby
ratified and confirmed.
4. Governing Law.
This Amendment No. 1 and the legal relations between the
parties hereto shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware.
5. Counterparts.
This Amendment No. 1 may be executed in several counterparts,
each of which shall be deemed to be an original, and all of which together shall
be deemed to be one and the same instrument.
[End of Text]
712742.2
IN WITNESS WHEREOF, each of River Distribution Sub and River
Asset Sub has caused this Amendment No. 1 to be executed by its respective
officers thereunto duly authorized, all as of the date first above written.
River Distribution Sub, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman, Pres. & CEO
River Asset Sub, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman, Pres. & CEO
712742.2