Borden Acquisition Corp, et al. – ‘SC 13D/A’ on 12/8/94 re: Momentive Specialty Chemicals Inc. – EX-7

As of:  Thursday, 12/8/94   ·   Accession #:  950112-94-3103   ·   File #:  5-33265

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Borden Acquisition Corp.                               5     19K 
 2: EX-7        Opinion re: Liquidation Preference                     3     13K 
 3: EX-8        Opinion re: Tax Matters                               14     78K 

EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

EX-7
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      SECOND AMENDMENT
      ----------------

            SECOND AMENDMENT, dated as of December 6, 1994 (this
     "Second Amendment"), among BORDEN ACQUISITION CORP., a New Jersey
----------------                                          
     corporation ("Purchaser"), WHITEHALL ASSOCIATES, L.P., a Delaware
---------                       
  limited partnership ("Parent"), and BORDEN, INC., a New Jersey
------          
     corporation (the "Company"), to the Agreement and Plan of Merger,
-------                 
dated as of September 23, 1994, as amended by the Amendment 
  thereto dated as of November 15, 1994 (the "Agreement"), among
                                     ---------
Purchaser, Parent and the Company.                          

               1.  Amendment to Section 1.1.  Subsection 1.1(a) of the
------------------------        
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;
       and provided, further, that, unless the Offer is extended
         past 12:00 Midnight, New York City time, on Friday, January
          20, 1995, the Exchange Ratio shall be 2.29146.  For purposes
       of the preceding sentence, a full trading day is a day on
         which the NYSE is open for trading and does not close prior
to its scheduled closing time for such day)."     

               2.  Amendment to Section 1.2.  Subsection 1.2(b) of the
------------------------        
Agreement is hereby amended by deleting the second sentence 
thereof in its entirety and inserting in lieu thereof the   
following:                                                  

               "The Company further agrees, subject to clause (iii) of
      the proviso to the first sentence in Section 5.3, not to
         change the Recommendations unless (i) the second proviso in
         the definition of Exchange Ratio is not applicable and (ii)
      the average of the average of the high and the low sales
        prices of the Holdings Common Stock as reported on the New
         York Stock Exchange Composite Tape for the Valuation Period
  is less than the price per share that would yield an
          Exchange Ratio of 2.375 or less without giving effect to the
 first proviso in the definition of Exchange Ratio."

               3.  Amendment to Section 8.3.  Subsection 8.3(b) of the
------------------------        
  Agreement is hereby amended by deleting clause (ii) thereof in
its entirety and inserting in lieu thereof the following:   

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             "(ii) prior to the purchase of Shares pursuant to the
     Offer, this Agreement is terminated pursuant to Section
        7.1(d) (other than solely in the event that the average of
          the average of the high and low sales prices of the Holdings
     Common Stock as reported on the New York Stock Exchange
      Composite Tape for the Valuation Period is less than the
         price per share that would yield an Exchange Ratio of 2.375
       or less without giving effect to the first proviso in the
        definition of Exchange Ratio, provided that this exclusion
        shall not be given effect so long as the second proviso in
  the definition of Exchange Ratio is applicable); or"

           4.  Authorization; Effectiveness.  (a)  This Second
----------------------------    
Amendment 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 Second Amendment shall become effective upon
execution and delivery by the parties hereto.  Except as    
     expressly amended hereby, the provisions of the Agreement are and
shall remain in full force and effect.                      

          5.  Governing Law.  This Second Amendment shall be
-------------                   
governed by 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.

       6.  Counterparts.  This Second Amendment may be
------------                    
executed in 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.                                     

     [Continued on subsequent page.]

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                                                                     3

               IN WITNESS WHEREOF, each of the parties has caused this
 Second 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:
                                        ------------------------------
                                 Title:  General Partner

                            BORDEN ACQUISITION CORP.

       By:
                                        ------------------------------
                                   Name:  Clifton S. Robbins
                          Title: President

                BORDEN, INC.

       By:
                                        ------------------------------
                                Name:  Allan L. Miller
                                       Title: Senior Vice President,
                                            Chief Administrative
                                           Officer and General
                               Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		1/20/95		1
Filed on:		12/8/94							SC 14D1/A,  SC 14D9/A
		12/6/94		1					SC 14D9/A
		11/15/94		1
		9/23/94		1
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