JOINDER AGREEMENT TO INTERCREDITOR AGREEMENT November 9, 2015
Exhibit 10.4
JOINDER AGREEMENT TO INTERCREDITOR AGREEMENT
November 9, 2015
The undersigned, together with its successors and assigns (the “Purchaser”), in connection with the 12.0% Senior Secured Notes Due 2019 (the “12.0% Notes”) issued by LSB Industries, Inc., a Delaware corporation (the “Company”), pursuant to that certain Note Purchase Agreement, dated as of November 9, 2015 (the “Note Purchase Agreement”), is the “Other Pari Passu Lien Obligations Agent” for itself and each other holder of the 12.0% Notes (collectively, the “New Claimholders”) wishing to become “Notes Claimholders” under and as each such term is defined in the Intercreditor Agreement dated as of August 7, 2013 (as amended and/or supplemented from time to time, the “Intercreditor Agreement” (terms used without definition therein having the meanings assigned to such terms by the Intercreditor Agreement)) among the Company, the Company’s subsidiaries party thereto, the ABL Agent thereunder and the Notes Agent thereunder.
In consideration of the foregoing, the undersigned hereby:
i. | represents that it has full power and authority to become a party to the Intercreditor Agreement on behalf of such New Claimholders and to act as Other Pari Passu Lien Obligations Agent on behalf of such New Claimholders under the Note Purchase Agreement; |
ii. | agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows: |
LSB FUNDING LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Legal Department
with a copy to (which shall not constitute notice):
Winston & Xxxxxx LLP
00 X. Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
iii. | acknowledges that the Purchaser has received a copy of the Intercreditor Agreement; |
iv. | acknowledges on behalf of itself and the other New Claimholders that the Obligations evidenced by the 12.0% Notes qualify as Other Pari Passu Lien Obligations and Notes Obligations for all purposes of the Intercreditor Agreement; and |
v. | accepts and acknowledges the terms of the Intercreditor Agreement applicable to the Purchaser and the other Notes Claimholders and agrees on its own behalf and on behalf of the New Claimholders to be bound by the terms thereof applicable to holders of Notes Obligations, with all the rights, duties and obligations of the Notes Claimholders under the Intercreditor Agreement and to be bound by all the provisions thereof as fully as if they had been named as Notes Claimholders on the effective date of the Intercreditor Agreement. |
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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In witness whereof, the parties have caused this Joinder Agreement to be duly executed as of the date first written above.
LSB FUNDING LLC, as Other Pari Passu Lien Obligations Agent | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Manager |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
Acknowledged and Agreed:
XXXXX FARGO CAPITAL FINANCE, INC., as ABL Agent
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | VP | |
UMB BANK, N.A., as Notes Agent | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
The Company and the Guarantors represent
to the Purchaser, the Notes Agent and
the ABL Agent that the 12.0% Notes
meet the requirements to qualify as Other
Pari Passu Lien Obligations under and as defined
in the Intercreditor Agreement
and hereby acknowledges
and accepts this Joinder Agreement.
LSB INDUSTRIES, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | Interim CEO | |
GUARANTORS: | ||
CEPOLK HOLDINGS, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President | |
CHEMEX I CORP. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President | |
CHEMICAL PROPERTIES L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
CHEMICAL TRANSPORT L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
CHEROKEE NITROGEN L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President | |
CHEROKEE NITROGEN HOLDINGS, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
CLIMACOOL CORP. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
THE CLIMATE CONTROL GROUP, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
CLIMATECRAFT, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
CLIMATECRAFT TECHNOLOGIES, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
CLIMATE MASTER, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
CONSOLIDATED INDUSTRIES L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President | |
EDC AG PRODUCTS COMPANY L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
EL DORADO ACID, L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
EL DORADO ACID II, L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
EL DORADO AMMONIA L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
EL DORADO CHEMICAL COMPANY | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President | |
EL DORADO NITRIC L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
EL DORADO NITROGEN, L.P. | ||
By El Dorado Acid, L.L.C., its general partner | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | Executive Vice President | |
INTERNATIONAL ENVIRONMENTAL CORPORATION | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
KOAX CORP. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
LSB CAPITAL L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
LSB CHEMICAL L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
LSB-EUROPA LIMITED | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
XXXXX CHEMICAL COMPANY | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
SUMMIT MACHINE TOOL MANUFACTURING L.L.C. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
THERMACLIME TECHNOLOGIES, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP | |
TRISON CONSTRUCTION, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]
XPEDIAIR, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx | |
Title: | President |
[SIGNATURE PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]