STANDBY FEEDSTOCK AGREEMENT
This Agreement made and entered into on the 22nd day of July,
1988, by and between MELAMINE CHEMICALS, INC., a Delaware corporation
(hereinafter referred to as "MCI"), and FIRST MISSISSIPPI CORPORATION,
a Mississippi corporation (hereinafter referred to as "FMC"). This
Agreement shall hereinafter be referred to as the "Standby Feedstock
Agreement."
WITNESSETH:
WHEREAS, FMC and MCI are parties to an Agreement dated April 30,
1987, a copy of which is attached hereto and referred to as Exhibit A
(hereinafter referred to as the "Feedstock Agreement"); and
WHEREAS, FMC desires that MCI execute a document of even date,
attached hereto and referred to as Exhibit B, wherein MCI would
approve the assignment by FMC to Mississippi Chemical Corporation
(hereinafter referred to as "MCC") of FMC's rights, duties and
obligations, subject to the terms and conditions as set forth in the
Feedstock Agreement, to supply to MCI one-half (1/2) of the Urea Melt
and Anhydrous Ammonia required under the Feedstock Agreement, and to
receive one-half (1/2) of the Carbamate recycle returned to FMC under
the Feedstock Agreement (such Agreement of even date being hereinafter
referred to as the "Assignment Agreement"); and
WHEREAS, MCI is willing to execute said Assignment Agreement
subject to the provisions set out below;
NOW, THEREFORE, in consideration of these premises, the parties
hereby agree as follows:
1. Subject to the conditions set out herein, FMC hereby agrees
that in the event MCC wrongfully ceases to make deliveries of Ammonia
and Urea and accept Carbamate as required of it under the Feedstock
Agreement, then FMC will increase its deliveries of Ammonia and Urea
to MCI and its receipt of Carbamate from MCI, subject to the terms of
the Feedstock Agreement, so that MCI will be supplied with the total
quantity of Ammonia and Urea as provided under the Feedstock
Agreement. However, in no event shall the quantities supplied by FMC
under this Standby Feedstock Agreement exceed MCC's deficiencies under
the Feedstock Agreement and the Assignment Agreement. FMC's
obligation to supply Ammonia or Urea relative to MCC's default under
the Feedstock Agreement and the Assignment Agreement shall begin
thirty (30) days after notice by MCI to FMC of MCC's improper
cessation of deliveries under the Feedstock Agreement. Such notice
shall be given in accordance with Paragraph 17 of the Feedstock
Agreement.
2. MCI hereby agrees to make reasonable efforts to force MCC to
comply with the Feedstock Agreement and to force MCC to cure any
breach by MCC of the Feedstock Agreement. FMC's obligation to make up
the short fall in deliveries of Ammonia and Urea to MCI and receipt of
Carbamate from MCI shall cease in the event that MCI fails to initiate
or at any time ceases to use reasonable efforts to force compliance by
MCC or if MCC once again reinstates deliveries of Ammonia and Urea and
resumes acceptance of Carbamate from MCI in accordance with the
Feedstock Agreement.
3. Prior to consenting to any assignment by MCC of its rights,
duties and obligations under the Feedstock Agreement and the
Assignment Agreement, MCI will first consult with FMC and obtain its
consent to such transfer. FMC agrees to not unreasonably withhold its
consent thereto.
4. Nothing contained herein is intended to or shall be
construed to increase or change in any way the total contract quantity
which FMC and MCC are jointly obligated to supply to MCI under the
Feedstock Agreement and Assignment Agreement generally and
particularly without way of limitation under Paragraph 3 entitled
"Contract Quantity" of the Feedstock Agreement. Further, nothing
herein shall be construed as imposing any obligation on FMC to make
any deliveries if such deliveries would be otherwise excused by a
force majeure event as described in Paragraph 12 of the Feedstock
Agreement or a cessation of operation of the Triad Chemical plant for
any reason.
5. In the event of any conflict or ambiguity between the
provisions of this Standby Feedstock Agreement and the provisions of
Paragraph 4 of the Assignment Agreement, the provisions of this
Standby Feedstock Agreement shall govern and prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Standby
Feedstock Agreement to be executed as of the date first above written.
ATTEST: FIRST MISSISSIPPI CORPORATION
By: /s/ Bonnie H. Kelley By: /s/ J. Kelley Williams
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Bonnie H. Kelley J. Kelley Williams
Assistant Secretary President
ATTEST: MELAMINE CHEMICALS, INC.
By: /s/ Ann Kistenmacher By: /s/ J. W. Crook
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Typed Name: Ann Kistenmacher Typed Name: J. W. Crook
Title: Title: Chairman of the Board