AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into
effective the 21st day of April, 2000, by and between the
STILLWATER NATIONAL BANK AND TRUST COMPANY OF STILLWATER,
OKLAHOMA, a National Banking Corporation (hereinafter "SNB"), SBL
CORPORATION, an Oklahoma Corporation (hereinafter "SBL") and
PRIME FINANCIAL CORPORATION, an Oklahoma Corporation (hereinafter
"PRIME").
W I T N E S S E T H:
WHEREAS, SNB and SBL CORPORATION (hereinafter "SBL") entered
into a Credit Agreement (the Credit Agreement") effective the
16th day of October, 1997, wherein and whereby BANK agreed to
extend and did extend credit to SBL in the amount of
$1,985,508.00 (the "Indebtedness"); and
WHEREAS, the Credit Agreement contained a covenant wherein
SBL covenanted and agreed with SNB that the investment property
granted SNB as security for the payment of the Indebtedness
would, during the term of the credit, maintain a market value of
not less than two (2) times the indebtedness or a value to debt
ratio of 2:1; and
WHEREAS, the Credit Agreement provided that a violation of
any covenant, including the covenant that the investment property
granted as security for the payment of the Indebtedness maintain
a value to debt ratio of 2:1, would constitute an event of
default entitling SNB to declare the Indebtedness immediately due
and payable; and
WHEREAS, SBL, the current guarantors of the Indebtedness and
PRIME requested SNB not to declare a default and, in
consideration thereof PRIME agreed to execute and deliver to SNB
its guaranty agreement wherein, in accordance with its terms,
PRIME will guaranty the payment of the Indebtedness and secure
its obligations under the guaranty agreement by granting SNB a
security interest in all shares of common stock in LSB
INDUSTRIES, INC. currently owned by PRIME with the liability of
PRIME under the guaranty agreement limited as set forth in
paragraph 5 hereof; and
WHEREAS, SNB has agreed to accept the offer of PRIME under
the terms and conditions thereof and the parties desire to
memorialize their agreement as hereinafter set forth.
NOW, THEREFORE, it is agreed by and between the parties
hereto as follows:
1. SNB and SBL agree that the value of the investment
property in which SBL granted SNB a security interest to secure
the payment of the Indebtedness does not have a current value of
two (2) times the unpaid balance of its Indebtedness. SNB and
SBL further agree that the failure to maintain the value to debt
ratio of 2:1 constitutes an event of default under the Credit
Agreement and entitles SNB to declare the Indebtedness
immediately due and payable.
2. SBL and PRIME requested SNB to waive and not to declare
a default and in consideration of SNB waiving and not declaring a
default, PRIME has offered to execute and deliver to SNB its
guaranty of payment of the indebtedness as limited by Section 5
below and as provided in the guaranty agreement (its "Guaranty" a
copy of which is annexed hereto as "Exhibit A") and to secure its
obligations under its Guaranty by granting SNB a security
interest in all shares of common stock in LSB Industries, Inc.,
currently owned by PRIME ( its "Security Agreement" a copy of
which is annexed hereto as "Exhibit B") and delivering the
certificates representing the shares to SNB.
3. SNB has accepted the offer of PRIME and agrees that on
receipt of the executed Guaranty wherein PRIME guarantees the
payment of the Indebtedness and receipt of the executed Security
Agreement and receipt of all of the common stock of PRIME in LSB
Industries currently owned by PRIME to SNB, to permanently waive,
for the duration of the Indebtedness, the value to debt ratio
requirement contained in the Credit Agreement and any default
resulting from SBL's failure to comply therewith.
4. PRIME agrees to furnish SNB such other documents as SNB
may reasonably request to perfect SNB'S security interest all of
the common stock of PRIME in LSB Industries, Inc. currently owned
by PRIME.
5. The parties agree that the obligations of PRIME, in the
aggregate, under its Guaranty and under other documents referred
to herein and under the Guarantees of Indebtedness relating to
loans by SNB to those persons or entities listed on Exhibit C
shall be limited to the value, from time to time, of the common
stock of LSB Industries, Inc., given SNB by PRIME to secure its
obligations under its Guaranty and the Guarantees of the
Indebtedness relating to loans to those persons or entities
listed on Exhibit C.
IN WITNESS WHEREOF, we the undersigned have executed this
Amendment and Modification Agreement the date and year first
above written.
PRIME FINANCIAL CORPORATION, STILLWATER NATIONAL BANK
AND
an Oklahoma Corporation TRUST COMPANY OF
STILLWATER,
OKLAHOMA
By By
,
XXXXXXX XXXXX, Senior
Vice-President
SBL CORPORATION, an Oklahoma
Corporation
By
,
