EXHIBIT 2.1(b)
AMENDMENT
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AMENDMENT, dated as of November 15, 1994 (the
"Amendment"), among BORDEN ACQUISITION CORP., a New Jersey
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corporation ("Purchaser"), WHITEHALL ASSOCIATES, L.P., a Delaware
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limited partnership ("Parent"), and BORDEN, INC., a New Jersey
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corporation (the "Company") to the Agreement and Plan of Merger,
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dated as of September 23, 1994 (the "Original Agreement"), among
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Purchaser, Parent and the Company.
1. Amendment to Section 1.1. Section 1.1 of the
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Original Agreement is hereby amended by deleting the third
sentence thereof in its entirety and inserting in lieu thereof
the following:
"The 'Exchange Ratio' shall mean the quotient (rounded
to the nearest 1/100,000) obtained by dividing (i) $14.25 by
(ii) the average of the average of the high and low sales
prices of Holdings Common Stock as reported on the New York
Stock Exchange Composite Tape on each of the ten full
consecutive trading days ending immediately prior to the ten
business day period ending on the date of expiration of the
Offer (the "Valuation Period"); provided that the Exchange
Ratio shall not be less than 1.78125 or greater than 2.375."
2. Authorization; Effectiveness. (a) This Amendment
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has been duly executed and delivered by each party hereto and
constitutes a valid and binding obligation of each such party,
enforceable against such party in accordance with its terms
subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair
dealing.
(b) This Amendment shall become effective upon
execution and delivery by the parties hereto. Except as
expressly amended hereby, the provisions of the Original
Agreement are and shall remain in full force and effect.
3. Governing Law. This Amendment shall be governed by
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and construed in accordance with the laws of the State of New
Jersey, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
4. Counterparts. This Amendment may be executed in
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two or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.
2
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed on its behalf by its officers thereunto
duly authorized, all as of the day and year first above written.
WHITEHALL ASSOCIATES, L.P.
By: KKR Associates, a limited
partnership, its General
Partner
By:
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Title: General Partner
BORDEN ACQUISITION CORP.
By:
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Name: Clifton S. Robbins
Title: President
BORDEN, INC.
By:
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Name: Allan I. Miller
Title: Senior Vice President,
Chief Administrative
Officer and General
Counsel