PROMISSORY NOTE DUE 2005
US $5,000,000.00 Donaldsonville, Louisiana
April 3, 1997
The undersigned unconditionally promises to pay to the order of
Melamine Chemicals, Inc., at its offices at 39046 Highway 18 West,
Donaldsonville, Louisiana 70346, or at such other location as is
designated by the holder hereof, in lawful money of the United States
of America, the principal amount of FIVE MILLION AND NO/100 DOLLARS
(US $5,000,000.00), all of which shall be payable in full on January
1, 2005 (the "Maturity Date").
The outstanding principal amount of this Note shall bear interest
("Ordinary Interest") from and including the date hereof until paid at
the rate of SIX AND THIRTY-TWO ONE-HUNDREDTHS PERCENT (6.32%) per
annum. Interest shall be calculated on a 365 day per year basis and
shall be payable annually in arrears on January 1 of each year, with
the first such interest payment being due on January 1, 1998 and with
a final interest payment in the amount of all outstanding interest
then unpaid being due on the Maturity Date.
If a payment of principal or interest falls due on a Saturday,
Sunday, or any other day on which financial institutions are generally
not open for business in New Orleans, Louisiana, payment shall be made
on the next business day.
If, on any date on which an installment of principal or interest
is due under this Note, the undersigned is owed money by Melamine
Chemicals, Inc. under the terms of a final award rendered by
arbitrators in accordance with Section 14.6 of that certain Technology
Transfer and Technical Cooperation Agreement (the "Technology Transfer
Agreement") dated as of February 25, 1997, between Melamine Chemicals,
Inc. and the undersigned, the undersigned may offset the amount of
such unpaid award against the installment of principal or interest
then due under this Note. If the amount of such installment of
principal or interest is insufficient to satisfy the unpaid award in
full, the remaining unpaid amount of the award may be used to offset
subsequent installments of principal or interest under this Note until
the award is satisfied in its entirety. If the amount of such
installment of principal or interest is greater than the amount of the
unpaid award, the undersigned shall pay the remainder of such
installment of principal or interest to the holder of this Note on the
date due. Except as expressly set forth in this paragraph, this Note
is not subject to any other right of offset or compensation in favor
of the undersigned. Neither the enforcement nor the collection of
this Note is subject to arbitration under the Technology Transfer
Agreement.
Any amounts payable pursuant to this Note, whether principal or
interest, which are not paid on the date due shall bear interest
("Default Interest") at a rate equal to twelve percent (12%) per annum
from such due date until paid in full.
All payments on this Note shall be applied first to attorneys'
fees and other costs then accrued, if any; second, to the Default
Interest then accrued, if any; third, to Ordinary Interest then
accrued, if any; and, finally, to the principal installments in the
inverse order of maturity. The undersigned shall have the right and
privilege of prepaying all or any part of this Note at any time
without notice or penalty.
This Note shall become immediately due and payable at the option
of the holder hereof, without presentment or demand or any notice to
the undersigned or any other person obligated hereon, upon (a) the
undersigned's failure to pay any installment of principal or interest
under this Note on or before the due date thereof, (b) the undersigned
becoming subject to bankruptcy, receivership, liquidation, or other
insolvency proceedings, whether voluntarily or involuntarily, whether
under federal, state or foreign law or (c) the undersigned making a
general assignment for the benefit of its creditors or becoming unable
to pay its bills as they become due in the regular course of its
business.
If this Note is collected by suit or through any bankruptcy
court, or any judicial proceedings, or if this Note is not paid at
maturity, however such maturity may be brought about, and it is placed
in the hands of an attorney for collection, then the undersigned
unconditionally promises to pay all reasonable attorneys' fees and
court costs associated with the enforcement of this Note.
The undersigned and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of non-
payment, protest, notice of protest, all pleas of division and
discussion and all other notice, filing of suit and diligence in
collecting this Note or enforcing any security herefor, and agree to
any substitution, exchange or release of any of such security or the
release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof, in
order to enforce payment of this Note, to first institute suit or
exhaust its remedies against any maker or others liable herefor, or to
enforce its rights against any security herefor, and consent to any
extensions or postponements of the time of payment of this Note or any
other indulgences with respect hereto, without notice thereof to any
of them and hereby bind themselves in solido for the payment hereof in
principal, interest, costs and attorneys' fees; provided, however,
that nothing in the foregoing paragraph shall operate as a waiver of
the rights of the undersigned against MCI or its successors under the
fourth paragraph of this Note.
This Note shall be governed by and construed in accordance with
the laws of the State of Louisiana, United States of America.
DSM MELAMINE B.V.
By: /s/ Pieter Harten
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Pieter Harten
Business Group Director