EXHIBIT 6
SECOND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This SECOND AMENDMENT, dated as of August 14, 1997 (this "Amendment"),
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to the Amended and Restated Agreement of Limited Partnership, dated as of
December 15, 1988, of Borden Chemicals and Plastics Limited Partnership, a
Delaware limited partnership (the "Partnership"), as amended by the First
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Amendment thereto, dated as of April 8, 1997 (as so amended and as further
amended, supplemented or modified from time to time, the "Partnership
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Agreement") is entered into by and among BCP Management, Inc., a Delaware
corporation, as general partner of the Partnership, and those Persons listed in
the books and records of the Partnership as limited partners of the Partnership.
W I T N E S S E T H:
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WHEREAS, the Partnership is a limited partnership formed pursuant to
the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del.
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C. (S) 17-101, et seq., as amended (the "Act"), and the Partnership Agreement;
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WHEREAS, pursuant to Section 4.4 of the Partnership Agreement, the
General Partner is authorized to cause the Partnership to issue any type of
equity security the Partnership may lawfully issue for any Partnership purpose,
at any time or from time to time, to the Partners or to other Persons for such
consideration and on such terms and conditions as shall be established by the
General Partner in its sole discretion, all without the approval of any Limited
Partners;
WHEREAS, pursuant to Sections 4.4(b) and 15.1 of the Partnership
Agreement, the General Partner may, without the approval of the Limited
Partners, amend the Partnership Agreement in any manner which it deems
appropriate or necessary to provide for each such issuance;
WHEREAS, the Board of Directors of the General Partner has determined
that it is fair and reasonable and in the best interests of the Partnership and
the holders of its Units that the Partnership (i) enter into the First Amendment
to Rights Agreement, substantially in the form of Exhibit A to this Amendment
(the "Rights Amendment"), and (ii) reflect such Rights Amendment in the
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Partnership Agreement by entering into this Amendment.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained herein, and other good, sufficient and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby amend the
Partnership Agreement as follows:
1. Defined Terms. Capitalized terms used but not defined herein
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shall have the meanings given to them in the Partnership Agreement
2. Amendment to Section 18.1 of the Partnership Agreement. Section
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18.1 of the Partnership Agreement is hereby amended by inserting on the sixth
line thereof after the words "named therein" and before the parenthetical on
such line the following:
", as amended by the First Amendment to Rights Agreement, dated as of
August 14, 1997, and as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the provisions thereof"
3. Amendment to Exhibit A to the Partnership Agreement. Exhibit A
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to the Partnership Agreement is hereby amended by inserting at the end thereof
Exhibit A to this Amendment.
4. No Other Amendments; Confirmation. Except as expressly amended,
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modified and supplemented hereby, the provisions of the Partnership Agreement
are and shall remain in full force and effect.
5. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES TO THE PARTNERSHIP AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
6. Binding Effect. The covenants and agreements contained herein
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shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, legal representatives
and permitted assigns.
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IN WITNESS WHEREOF, the General Partner has caused this Amendment to
be duly executed and delivered by one of its proper and duly authorized officers
as of the day and year first above written.
BCP MANAGEMENT, INC.
By: /s/ Lawrence L. Dieker
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Name: Lawrence L. Dieker
Title: Vice President, General Counsel
and Secretary
LIMITED PARTNERS:
All Limited Partners now and hereafter
admitted as limited partners of the
Partnership, pursuant to Powers of
Attorney and authorizations now and
hereafter executed in favor of, and
granted and delivered to, the General
Partner:
By: BCP Management, Inc.
By: /s/ Lawrence L. Dieker
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Name: Lawrence L. Dieker
Title: Vice President, General
Counsel and Secretary
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