THE ASSIGNMENT LETTER, DATED ON OR ABOUT THE DATE HEREOF, FROM
DEUTSCHE BANK TRUST COMPANY AMERICAS AND DEUTSCHE BANK SECURITIES INC. TO BANK
OF AMERICA, N.A., BANC OF AMERICA BRIDGE LLC, BANC OF AMERICA SECURITIES LLC,
GOLDMAN SACHS CREDIT PARTNERS L.P., JPMORGAN CHASE BANK, N.A., AND JPMORGAN
SECURITIES INC. PROVIDED BY PARENT TO THE COMPANY ON THE DATE HEREOF. FROM AND
AFTER THE DATE HEREOF, THE TERM "DEBT COMMITMENT LETTERS" IN THE MERGER
AGREEMENT SHALL REFER TO THE DEBT COMMITMENT LETTERS AS MODIFIED BY SUCH
ASSIGNMENT LETTER.
3.
FULL FORCE AND EFFECT. EXCEPT AS SPECIFICALLY AMENDED BY THIS
AMENDMENT, THE MERGER AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND IS
HEREBY RATIFIED AND CONFIRMED. THIS AMENDMENT SHALL BE CONSTRUED AS ONE WITH THE
MERGER AGREEMENT, AND THE MERGER AGREEMENT SHALL, WHERE THE CONTEXT REQUIRES, BE
READ AND CONSTRUED SO AS TO INCORPORATE THIS AMENDMENT.
4.
GENERAL PROVISIONS. SECTIONS 9.4 THROUGH 9.15 OF THE MERGER
AGREEMENT ARE HEREBY INCORPORATED INTO AND WILL APPLY TO THIS AMENDMENT.
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3
IN WITNESS WHEREOF, the parties hereto have executed 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: