**Exhibit 10.1(b)**

 

EXECUTION COPY

 

**FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER**

 

This First Amendment (this “Amendment”), datedas of May 7, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007(as amended, the “Merger Agreement”), among Varietal DistributionHoldings, LLC, a Delaware limited liability company (“Parent”), VarietalDistribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), andCDRV Investors, Inc., a Delaware corporation (the “Company”).Capitalized terms used but not otherwise defined herein shall have therespective meanings ascribed to such terms in the Merger Agreement.

 

WHEREAS, the parties hereto desire to amend the Merger Agreementpursuant to Section 9.7 thereof as provided herein.

 

NOW, THEREFORE, in consideration of the foregoing, theparties hereto, intending to be legally bound, hereby agree as follows:

 

# 1.             Amendmentof Merger Agreement.

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## (a)         Section 3.5 of the MergerAgreement is hereby amended by deleting the first sentence thereof in itsentirety and replacing such sentence with the following sentence:

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“(a) On May 2, 2007 Parent delivered to theCompany true and complete copies of an executed commitment letter from MadisonDearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C,L.P., and Madison Dearborn Capital Partners V Executive-A, L.P. (collectively,the “Equity Funds”) to provide equity financing in an aggregate amountof $1.425 billion to fund a portion of the amounts to be paid by MergerCopursuant to Section 1.3(c) (the “Equity Commitment Letter”), whichEquity Commitment Letter names the Company as a third party beneficiarythereof, and (b) on May 7, 2007 Parent will have delivered to theCompany true and complete copies of executed commitment letters, dated May 7,2007 (the “Debt Commitment Letters”) from (i) Bank of America,N.A., Banc of America Bridge LLC, Banc of America Securities LLC, Goldman SachsCredit Partners L.P., J.P. Morgan Securities Inc. and JPMorgan Chase Bank,N.A., respectively (the “Senior Debt Financing Sources”) to provideParent and MergerCo with (A) $1.665 billion in senior secured debtfinancing (the “Senior Secured Financing”) and (B) $675 millionin senior bridge financing (the “Bridge Financing”, and together withthe Senior Secured Financing and any high yield debt financing used to fund theacquisition in lieu of the Bridge Financing (the “High Yield Financing”)being collectively referred to as the “Senior Debt Financing”) and (ii)GS Mezzanine Partners 2006 Onshore Fund, L.P. (the “Mezzanine Debt FinancingSource”, and together with the Senior Debt Financing Sources beingcollectively referred to as the “Debt Financing Sources”) to provideParent and MergerCo with $470 million in senior subordinated notes financing(together with the Senior Debt Financing, the “Debt Financing”, andtogether with the equity financing referred to in clause (a) being collectivelyreferred to as the “Financing”).”

 

## (b)        Section 4.9(a) of the MergerAgreement is hereby amended by deleting the third sentence thereof in its entiretyand replacing such sentence with the following sentence:

 

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“In the event any portion of the Debt Financingbecomes unavailable on the terms and conditions contemplated in the DebtCommitment Letters, Parent shall use its reasonable best efforts to arrange toobtain alternative financing on terms not materially more adverse to theCompany than those set forth in the Debt Commitment Letters (as such term wasdefined in this Agreement as initially in effect) (“Alternative Financing”),including from alternative sources, as promptly as practicable following theoccurrence of such event.”

 

## (c)         Section 8.1 of the MergerAgreement is hereby amended by inserting the following defined terms in theappropriate alphabetical location:

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“Mezzanine Debt Financing Source” has themeaning set forth in Section 3.5.

 

“Senior Debt Financing” has the meaning setforth in Section 3.5.

 

“Senior Debt Financing Sources” has the meaningset forth in Section 3.5.

 

# 2.             Consent.Pursuant to Section 4.9(a) of the Merger Agreement, the Company hereby consentsto Parent and MergerCo entering into the Debt Commitment Letters (as defined inSection 1(a) hereof).

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# 3.             FullForce and Effect. Except as specifically amended by this Amendment, theMerger Agreement shall remain in full force and effect and is hereby ratifiedand confirmed. This Amendment shall be construed as one with the MergerAgreement, and the Merger Agreement shall, where the context requires, be readand construed so as to incorporate this Amendment.

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# 4.             GeneralProvisions. Sections 9.4 through 9.15 of the Merger Agreement are herebyincorporated into and will apply to this Amendment.

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Amendment as of the date first written above.

 

|   | VARIETAL  DISTRIBUTION HOLDINGS, LLC    |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |
|   |                                    |
|   |                                    |
|   | VARIETAL  DISTRIBUTION MERGER SUB, INC. |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |
|   |                                    |
|   |                                    |
|   | CDRV  INVESTORS, INC.                   |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |

 

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