Exhibit 99.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement made and entered into
this 30th day of August 1989, by and between Ashland Oil, Inc., a Kentucky
corporation, 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx ("Ashland") and Ashland
Chemical, Inc., an Ohio corporation, 0000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxx
("ACI").
WITNESSETH:
WHEREAS, in connection with a public offering of stock of Melamine
Chemicals, Inc. ("Melamine"), First Mississippi Corporation ("FMC"),
Ashland and Melamine entered into a Registration Rights Agreement dated
August 7, 1987 (the "Rights Agreement") concerning any future public
offerings of Melamine's stock held by Ashland or FMC:
WHEREAS, Ashland and some of its subsidiaries are currently
engaged in a restructuring program which is intended, INTER ALIA, to group
these subsidiaries by lines of business;
WHEREAS, as part of that restructuring, Ashland has decided to
transfer its ownership in Melamine to ACI; and
WHEREAS, Ashland has transferred its 1,275,000 shares in Melamine
to ACI and in connection therewith desires to transfer its rights,
privileges, duties and obligations under the Rights Agreement to ACI;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Ashland and
ACI agree as follows:
1. Ashland hereby assigns and transfers to ACI, its successors and
assigns, and ACI hereby accepts, any and all of Ashland's rights,
privileges and interest in and to the Rights Agreement.
2. Ashland hereby delegates to ACI and ACI hereby assumes, any and
all duties, obligations and liabilities of Ashland under the Rights
Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands on
the day and year first above written.
ATTEST: ASHLAND OIL, INC.
/s/ X. Xxxx Wales /s/ Xxxxxx X. Xxxxxxx
----------------------- ----------------------
X. Xxxx Wales Xxxxxx X. Xxxxxxx
Assistant Secretary Administrative Vice President
ATTEST: ASHLAND CHEMICAL, INC.
/s/ X. X. X'Xxxxx /s/ Xxxxxx X. Xxxxxxx
----------------------- ----------------------
X. X. X'Xxxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Administrative Vice President
