AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (the
"Amendment"), dated as of November 10, 1997, is by and among Xxxxxx
Chemical, Inc., a Delaware corporation ("Parent"), MC Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"),
and Melamine Chemicals, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company, Parent and Sub have entered into an Agreement
and Plan of Merger, dated as of October 9, 1997 (the "Merger
Agreement"), pursuant to which (i) Sub commenced a cash tender offer
(the "Offer") to purchase all issued and outstanding shares (the
"Shares") of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), and (ii) following the consummation of the Offer, Sub
will merge with and into the Company in accordance with the Delaware
General Corporation Law, with the result that the Company will become
a wholly-owned subsidiary of Parent; and
WHEREAS, the Company, Parent and Sub wish to amend the Merger
Agreement in certain respects;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Paragraphs (a) and (b) of Section 2.8 of the Merger Agreement are
hereby amended to read in their entirety as follows:
2.8 Options.
(a) Under the terms of the Melamine Chemicals, Inc. Second
Amended and Restated Long-Term Incentive Plan, effective July
31, 1987 (the "Old Incentive Plan"), outstanding options granted
under the Old Incentive Plan will terminate upon the
consummation of the Offer and the holders of such options will
be entitled, in exchange for their terminated options, to
payment, within sixty days thereafter, by the Company of an
amount in cash equal to (i) the excess of the Per Share Price
over the per share exercise price of the option, multiplied by
(ii) the number of Shares that would otherwise have been
received upon exercise of the terminated option.
(b) Upon the Board's approval of the Offer and the Merger,
outstanding options (the "1996 Plan Options") granted under the
Melamine Chemicals, Inc. 1996 Long-Term Incentive Plan,
effective September 9, 1996 (the "1996 Incentive Plan" and,
together with the Old Incentive Plan, the "Long-Term Incentive
Plans") will accelerate automatically to become fully
exercisable. In accordance with the terms of the 1996 Incentive
Plan, the Company will cause the Compensation Committee of its
Board to cancel the 1996 Plan Options, upon consummation of the
Offer, and to pay to each holder of such 1996 Plan Options,
within sixty days thereafter, an amount in cash equal to the
product of (i) the excess of the Per Share Price over the per
share exercise price of each of such holder's 1996 Plan Options,
multiplied by (ii) the number of Shares that would otherwise
have been received upon exercise of such holder's 1996 Plan
Options.
All capitalized terms used but not otherwise defined herein have
the meanings attributed to them in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its officers thereunto duly
authorized, all as of the date first written above.
XXXXXX CHEMICAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board,
President and
Chief Executive Officer
MC MERGER CORP.
By: Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
MELAMINE CHEMICALS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
President and Chief Executive Officer
The undersigned hereby irrevocably and unconditionally guarantees
the obligations of Xxxxxx Chemical, Inc. hereunder.
XXXXXX, INC.
By: /s/ Xxxxx German Xxxxxx
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Name: Xxxxx German Xxxxxx
Title: Secretary
