Exhibit 6
FOURTH AMENDMENT TO
RIGHTS AGREEMENT
AMENDMENT, dated and effective as of October 9,
1997, to the Rights Agreement, dated as of November 5,
1990 (the "Rights Agreement"), between Melamine
Chemicals, Inc., a Delaware corporation (the "Company"),
and Wachovia Bank and Trust Company, N.A. (now Wachovia
Bank, N.A.) (the "Rights Agent"), as heretofore amended
by an Amendment to Rights Agreement, dated as of August
7, 1991, between the Company and the Rights Agent (the
"First Amendment"), a Second Amendment to Rights
Agreement, dated as of August 3, 1994, between the
Company and the Rights Agent (the "Second Amendment"),
and a Third Amendment to Rights Agreement, dated as of
October 9, 1997, between the Company and the Rights Agent
(the "Third Amendment"),
W I T N E S S E T H:
WHEREAS, on November 5, 1990, the Board of Directors
of the Company authorized the issuance and declared a
dividend of one right (a "Right") for each share of
common stock, par value $.01 per share of the Company
outstanding as of the close of business on November 15,
1990, with each Right representing the right to purchase
1/100 of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the
Company;
WHEREAS, the Board of Directors of the Company
further authorized the issuance of one Right with respect
to each share of common stock of the Company that shall
become outstanding between November 15, 1990 and the
earliest of the Distribution Date, the Redemption Date
and the Final Expiration Date, as defined in the Rights
Agreement;
WHEREAS, Section 7 of the Rights Agreement as
heretofore amended defines Final Expiration Date as the
"close of business on November 15, 1998;"
WHEREAS, Section 27 of the Rights Agreement
provides, in part, that the Company and the Rights Agent
may, without the approval of, or notice to, the holders
of the Rights, amend or supplement the Rights Agreement
to make any provision with respect to the Rights that the
Company deems necessary or desirable; and
WHEREAS, the Company and the Rights Agent desire to
further amend and modify the Rights Agreement in certain
respects.
NOW THEREFORE, in consideration of the foregoing
premises and mutual agreements set forth in the Rights
Agreement as heretofore amended and this Fourth
Amendment, the parties hereby agree as follows:
1. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting the first
sentence of paragraph (a) of Section 1 and substituting
therefor the following:
(a) "Acquiring Person" shall mean any
Person (as such term is hereinafter defined)
who or which, together with all Affiliates and
Associates (as such terms are hereinafter
defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter
defined) of 10% or more of the Common Shares of
the Company then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary
(as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, (iv)
any entity holding Common Shares for or
pursuant to the terms of any such plan, (v)
Ashland Chemical, Inc., ChemFirst, Inc., as
successor to First Mississippi Corporation, or
any Affiliate or Associate of either Ashland
Chemical, Inc. or ChemFirst, Inc. (each of the
foregoing in this clause (v), an "Exempted
Person"), unless such Exempted Person shall
acquire additional Common Shares after the date
hereof, or (vi) Xxxxxx Chemical, Inc. or its
Subsidiaries, Affiliates or Associates
(hereinafter, collectively, "Xxxxxx").
2. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by adding an
additional paragraph at the end of the definition of the
terms "Beneficial Owner" and "beneficially own" in
paragraph (c) of Section 1 reading as follows:
Notwithstanding anything in this definition of
Beneficial Owner and Beneficial Ownership to
the contrary, Xxxxxx shall not be deemed to be
the Beneficial Owner of, nor to beneficially
own, any of the Common Shares of the Company
solely by reason of the approval, execution or
delivery by any party thereto, or by reason of
the amendment or consummation of any of the
transactions contemplated by (A) the Agreement
and Plan of Merger by and among Xxxxxx
Chemical, Inc., MC Merger Corp., and Melamine
Chemicals, Inc. dated and effective as of
October 9, 1997 (the "Merger Agreement"), or
(B) the Tender Agreement dated October 9, 1997
by and among Xxxxxx Chemical, Inc., MC Merger
Corp., and ChemFirst, Inc. (the "Tender
Agreement").
3. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting the first
sentence of paragraph (a) of Section 3 of the Rights
Agreement and substituting therefor the following:
(a) Until the earlier of (i) the tenth day
after the Shares Acquisition Date or (ii) the
tenth business day (or such later date as may
be determined by action of the Board of
Directors prior to such time as any Person
becomes an Acquiring Person) after the date of
the commencement by any Person (other than (i)
the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company,
(iv) any entity holding Common Shares for or
pursuant to the terms of any such plan or (v)
Xxxxxx) of, or of the first public announcement
of the intention of any Person (other than (i)
the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company,
(iv) any entity holding Common Shares for or
pursuant to the terms of any such plan or (v)
Xxxxxx) to commence, a tender or exchange offer
the consummation of which would result in any
Person becoming the Beneficial Owner of Common
Shares aggregating 10% or more of the then
outstanding Common Shares (including any such
date which is after the date of this Agreement
and prior to the issuance of the Rights; the
earlier of such dates being herein referred to
as the "Distribution Date"), (x) the Rights
will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for
Common Shares registered in the names of the
holders thereof (which certificates shall also
be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right
to receive Right Certificates will be
transferable only in connection with the
transfer of Common Shares.
4. The Rights Agreement, as heretofore amended, is
hereby further modified and amended by deleting paragraph
(a) of Section 7 and substituting therefor the following:
(a) The registered holder of any Right
Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein)
in whole or part at any time after the
Distribution Date upon surrender of the Right
Certificate, with the form of election to
purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal
office of the Rights Agent, together with
payment of the Purchase Price for each one one-
hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the
earliest of (i) the close of business on
November 15, 1998 (the "Final Expiration
Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the
"Redemption Date"), (iii) the time at which
such rights are exchanged as provided in
Section 24 hereof, or (iv) immediately prior to
the acceptance for purchase of Common Shares by
Xxxxxx pursuant to the Offer (as such term is
defined in the Merger Agreement).
5. The Rights Agreement, as heretofore amended, is
hereby further amended by adding the following new
Section 34 at the end:
Section 34. Xxxxxx Transaction.
Notwithstanding anything in this Agreement to
the contrary, neither (a) the approval,
execution, delivery, amendment or consummation
of any of the transactions contemplated by the
Merger Agreement or the Tender Agreement or
(b) the public announcement or making of a
tender offer by Xxxxxx for Common Shares of the
Company, or the acceptance for purchase of such
shares thereunder, shall cause (i) Xxxxxx to
become an Acquiring Person, (ii) a Shares
Acquisition Date to occur, or (iii) a
Distribution Date to occur. Any Distribution
Date that might or could otherwise occur under
this Agreement shall be indefinitely deferred
until such time as the Board of Directors may
otherwise determine.
6. This Fourth Amendment to the Rights Agreement
shall be governed by and construed in accordance with the
internal laws of the State of Delaware.
7. This Fourth Amendment to the Rights Agreement
may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together
constitute but one and the same instrument.
8. Except as expressly set forth herein, this
Fourth Amendment to the Rights Agreement shall not by
implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Rights
Agreement, as heretofore amended, all of which are
ratified and affirmed in all respects and shall continue
in full force and effect.
IN WITNESS WHEREAS, the parties hereto have caused
this Fourth Amendment to the Rights Agreement to be
executed by their respective proper and duly authorized
officers, as of the date first above written.
ATTEST: MELAMINE CHEMICALS, INC.
By: /s/ Xxxxx X. XxXxx By: /s/ Xxxxxxxx X. Xxxxx
------------------------- --------------------------
Xxxxx X. XxXxx, Vice President Xxxxxxxx X.Xxxxx
and Chief Financial Officer President
ATTEST: WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
--------------------- -----------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Assistant Secretary Title: Senior Vice President
