EXHIBIT 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of August 14, 1997 (this "Amendment"), to
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the Rights Agreement, dated as of April 8, 1997 (the "Rights Agreement"), among
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Xxxxxx Chemicals and Plastics Limited Partnership and Xxxxxx Trust and Savings
Bank, as Rights Agent.
W I T N E S S E T H:
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WHEREAS, in light of the termination of the Agreement and Plan of
Conversion as of the date hereof, the General Partner desires to amend certain
provisions of the Rights Agreement upon the terms and subject to the conditions
set forth herein and pursuant to the terms of the Rights Agreement, the General
Partner has directed the Rights Agent to enter into this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. All terms defined in the Rights Agreement shall
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have such defined meanings when used herein unless otherwise defined herein.
2. Amendment of Section 1. Section 1 of the Rights Agreement is
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hereby amended by deleting paragraph (c) in its entirety and adding the
following new paragraph (c): "(c) [RESERVED]".
3. Amendment of Section 3. Section 3 of the Rights Agreement is
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hereby amended by deleting the penultimate sentence of paragraph (a) in its
entirety.
4. Amendment of Section 7. Paragraph (a) of Section 7 of the Rights
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Agreement is hereby amended by (x) deleting the clause "and (iv) immediately
prior to the Effective Time of the Merger (as defined in the Agreement and Plan
of Conversion)" therein and (y) by deleting the comma immediately preceding
clause (iii) therein and inserting the word "and" in lieu thereof.
5. Amendment of Section 31. Section 31 of the Rights Agreement is
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hereby amended by deleting it in its entirety and inserting in lieu thereof the
following new Section 31: "Section 31. [RESERVED]".
6. Amendment of Exhibit A. Exhibit A to the Rights Agreement is
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hereby amended by deleting the first sentence in the legend in its entirety and
inserting in lieu thereof the following new first sentence: "NOT EXERCISABLE
AFTER APRIL 8, 2007 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS."
7. Amendment of Exhibit B. Exhibit B to the Rights Agreement is
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hereby amended by deleting the fourth full paragraph following the legend
thereof in its entirety and inserting in lieu thereof the following new
paragraph:
"The Rights are not exercisable until the Distribution Date. The
Rights will expire on April 8, 2007 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Partnership, in each case as
described below."
8. Conditions to Effectiveness. This Amendment shall become
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effective on the date on which a duly authorized officer of each party shall
have duly executed and delivered counterparts of this Amendment to the other
party.
9. Limited Effect. Except as expressly amended herein, the Rights
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Agreement shall continue to be, and shall remain, in full force and effect.
10. Counterparts. This Amendment may be executed by one or more of
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the parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be executed by facsimile signatures.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
Attest: XXXXXX CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
By: BCP Management Inc., its general partner
By: /s/ C. Xxxxxxx XxxXxxx By: /s/ Xxxxxxxx X. Xxxxxx
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Name: C. Xxxxxxx XxxXxxx Name: Xxxxxxxx X. Xxxxxx
Title: Vice President Title: Vice President, General Counsel and
Secretary
Attest: XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxxx
Title: Trust Officer Title: Assistant Vice President
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