Exhibit 5
THIRD AMENDMENT TO
RIGHTS AGREEMENT
This Third Amendment to Rights Agreement by and between
Melamine Chemicals, Inc., a Delaware corporation (the
"Company"), and Wachovia Bank, N.A. (formerly Wachovia Bank
and Trust Company, N.A.) (the "Rights Agent") is entered
into as of October 9, 1997.
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 that certain Rights Agreement
(the "Rights Agreement"), dated as of November 5, 1990
between the Company and the Rights Agent;
WHEREAS, Section 7 of the Rights Agreement originally
defined "Final Expiration Date" as the "close of business on
November 15, 1991;"
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;
WHEREAS, pursuant to Section 27 of the Rights
Agreement, on August 7, 1991, the Company and the Rights
Agent amended Section 7 of the Rights Agreement to extend
the Final Expiration Date to the close of business on
November 15, 1994;
WHEREAS, pursuant to Section 27 of the Rights
Agreement, on August 3, 1994, the Company and the Rights
Agent amended Section 7 of the Rights Agreement to extend
the Final Expiration Date to the close of business on
November 15, 1997; and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to
further amend and modify the Rights Agreement to extend
further the effective term of the Rights Agreement by
defining the Final Expiration Date as of the close of
business on November 15, 1998;
NOW THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows:
1. The definition of Final Expiration Date as set
forth in Section 7(a)(i) of the Rights Agreement, as
amended, is hereby amended to read in its entirety as
follows:
"(i) the close of business on November 15,
1998 (the "Final Expiration Date")"
2. Except as expressly set forth herein, this Third
Amendment to Rights Agreement shall not be implication or
otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreement
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
Third Amendment to 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/ Wayne D. DeLeo BY: /s/ Frederic R. Huber
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Wayne D. DeLeo, Vice President Frederic R. Huber
and Chief Financial Officer President
ATTEST: WACHOVIA BANK,N.A.
BY: /s/ Darrell V. Milton BY: /s/ Molly A. Long
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Name: Darrell V. Milton Name: Molly A. Long
Title: Assistant Secretary Title: Senior Vice President