ANHYDROUS AMMONIA SALES AGREEMENTAnhydrous Ammonia Sales Agreement • April 7th, 2004 • LSB Industries Inc • Industrial inorganic chemicals • Kansas
THIS ANHYDROUS AMMONIA SALES AGREEMENT ("Agreement") is entered into on this 22nd of January, 2004, and made effective January 20, 2004, between KOCH NITROGEN COMPANY, a Nebraska corporation, with principal offices at 4111 East 37th Street North, Wichita, Kansas 67220 (herein called "Koch") and EL DORADO CHEMICAL COMPANY, an Oklahoma corporation, with principal offices at 16 S. Pennsylvania, Oklahoma City, Oklahoma 73107 (herein called "Buyer"). Koch and Buyer are sometimes collectively referred to herein as the "Parties" and individually referred to herein as a "Party."
WAIVER AND CONSENTWaiver and Consent • April 7th, 2004 • LSB Industries Inc • Industrial inorganic chemicals
WAIVER AND CONSENT, dated as of March 17, 2004, to the Securities Purchase Agreement, dated as of May 24, 2002 (as amended to date, the "Securities Purchase Agreement"), by and among CLIMACHEM, INC. ("ClimaChem") and each of the subsidiaries of ClimaChem identified on the signature pages thereof as a guarantor (such subsidiaries, together with ClimaChem, are referred to hereinafter each individually as a "Credit Party" and collectively, the "Credit Parties"), each Purchaser identified on the signature pages thereof (collectively, the "Purchasers") and GUGGENHEIM INVESTMENT MANAGEMENT, LLC, as collateral agent (the "Collateral Agent").
ClimaChem, Inc. 16 South Pennsylvania Oklahoma City, OK 73107 405-235-4546 Fax: 405-236-1209 VIA FACSIMILE: (212) 644-8396 March 18, 2004 Todd L. Boehly, Managing Director Guggenheim Partners 153 East 57th Street, 9th Floor New York, New York...LSB Industries Inc • April 7th, 2004 • Industrial inorganic chemicals
Dear Todd: ClimaChem, Inc. ("CCI") and LSB Industries, Inc. ("LSB") desire to repay certain debt existing between them in order to simplify the capital structure of such companies. A description of the repayment plan is generally described on Exhibit A. As indicated, the debt obligations among CCI and LSB will be simultaneously paid, prior to maturity, when offset by amounts owed as between them. The repayment transactions will be effective as of December 31, 2003. Under the terms of the SPA, except under certain conditions which may not be applicable in this case, no Credit Party may prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of any Credit Party. Since CCI debt will be prepaid by means of the offset, CCI hereby requests that Guggenheim and the Purchasers that are party to the SPA, consent to the prepayment of the CCI debt to LSB, by signing below where indicated. For your information, Exhibit A also shows the effect of a 2004 transaction whereby
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 7th, 2004 • LSB Industries Inc • Industrial inorganic chemicals • New York
FIFTH AMENDMENT, dated as of December 31, 2003 (the "Amendment"), to the Loan and Security Agreement dated as of April 13, 2001, as amended by the First Amendment dated as of August 3, 2001, the Second Amendment dated as of May 24, 2001, the Third Amendment dated as of November 18, 2002 and Fourth Amendment dated as of March 3, 2003 (the "Loan Agreement"), by and among (i) LSB INDUSTRIES, INC., a Delaware corporation (the "Parent"), CLIMACHEM, INC., an Oklahoma corporation ("ClimaChem"), and each of the Subsidiaries of ClimaChem identified on the signature pages thereof (such Subsidiaries, together with ClimaChem, each a "Borrower", and collectively, the "Borrowers"), (ii) the lenders identified on the signature pages thereof (each a "Lender" and collectively the "Lenders") and (iii) WELLS FARGO FOOTHILL, INC., a California corporation formerly known as Foothill Capital Corporation, as the arranger and administrative agent for the Lenders (the "Agent"). WHEREAS, Borrower has request
WAIVER AND CONSENTWaiver and Consent • April 7th, 2004 • LSB Industries Inc • Industrial inorganic chemicals
WAIVER AND CONSENT, dated as of March 25, 2004, to the Loan and Security Agreement, dated as of April 13, 2001 (as amended to date, the "Loan Agreement"), by and among LSB INDUSTRIES, INC., CLIMACHEM, INC. ("ClimaChem"), and each of the Subsidiaries of ClimaChem identified on the signature pages thereof (such Subsidiaries, together with ClimaChem, are referred to hereinafter each individually as a "Borrower", and collectively, as "Borrowers"), and WELLS FARGO Foothill, INC. (formerly known as Foothill Capital Corporation), as the arranger and administrative agent for the Lenders party thereto (in such capacity, the "Agent"). WHEREAS, ClimaChem has notified the Agent that, because ClimaChem's financial report for fiscal year 2002 was contained in the audited report on LSB Industries, Inc. for fiscal year 2002, and ClimaChem's financial report for fiscal year 2002 was not set out in a separate audited financial report, ClimaChem may not have complied with thc covenant requiring audite
