AGREEMENT
THIS AGREEMENT is entered into this 18th day of October, 2001, by and between LSB INDUSTRIES, INC., a Delaware corporation (the "Company"); PRIME FINANCIAL CORPORATION, an Oklahoma corporation ("Prime") and a wholly owned subsidiary of the Company; and SBL CORPORATION, an Oklahoma corporation ("SBL").
W I T N E S S E T H
WHEREAS, all of the issued and outstanding stock of SBL is owned, directly or indirectly, by the following members of the immediate family of Xxxx X. Xxxxxx ("X. Xxxxxx"), Chairman of the Board of Directors and President of the Company: Xxxxxx X. Xxxxxx (wife of X. Xxxxxx); Xxxxx X. Xxxxxx (son of X. Xxxxxx and Vice Chairman of the Board of Directors of the Company and President of the Company's Climate Control Business; Xxxxxx X. Xxxxxx (son of X. Xxxxxx and an executive officer within the Company's Climate Control Business); and Xxxxx Xxxxxx Xxxxxxxxx (a daughter of X. Xxxxxx) (collectively, the "Golsen Family");
WHEREAS, Prime is a wholly owned subsidiary of the Company;
WHEREAS, on or about October 16, 1997, SBL and affiliates borrowed from the Stillwater National Bank and Trust Company ("Stillwater Bank") the sum of $3,000,000 ("SBL Loan");
WHEREAS, on or about October 17, 1997, SBL loaned to Prime the $3,000,000 that SBL borrowed from Stillwater Bank, on an unsecured basis and payable on demand, with the annual interest rate payable monthly in arrears at a variable interest rate equal to the Wall Street Journal Prime Rate plus 2% per annum (the "Prime Loan");
WHEREAS, the Prime Loan was evidenced by a Promissory Note, dated October 17, 1997, which Promissory Note was amended and restated by that certain Promissory Note, dated March 5, 1998, bearing a fixed interest rate per annum of 10.75%, with Prime as the maker and payable to the order of SBL (the "Prime Note");
WHEREAS, SBL pledged to the Stillwater Bank certain of its assets, including, but not limited to, the Prime Note, to secure its payment obligations under the SBL Loan;
WHEREAS, in April, 2000, SBL and Prime agreed to modify the Prime Note from a demand note to a note with a payment date of April 1, 2001, except under limited circumstances ("Extension Agreement");
WHEREAS, in order to obtain the Extension Agreement from SBL, Prime was required to guarantee SBL's Loan to Stillwater Bank on a limited basis pursuant to the terms of a Guaranty Agreement, dated as of April 21, 2000 ("Guaranty Agreement"), as amended and modified by that certain Agreement, dated April 21, 2000, by and between Stillwater Bank, Prime and SBL ("Stillwater Agreement"), and pledged to the
Stillwater Bank 1,973,461 shares of the Company's common stock, par value $.10 per share (the "Prime Stock"), owned by Prime pursuant to the terms of that certain Security Agreement, effective as of April 21, 2000, between Prime and the Stillwater Bank ("Prime Security Agreement");
WHEREAS, during 2001, Prime and SBL agreed to extend the payment date of the Prime Note until April 1, 2002;
WHEREAS, as of the date of this Agreement, the outstanding principal balance due under the Prime Note is $1,350,000, and all accrued interest through October 15, 2001, has been paid in full;
WHEREAS, SBL has proposed to the Company and Prime to take in payment of $1,000,000 of the unpaid balance due under the Prime Note, one million (1,000,000) shares of a newly created series of Class C Preferred Stock of the Company ("Preferred Stock"), with each share of such new series of Preferred Stock having, among other things, .875 votes and voting as a class with the Company's common stock, par value $.10 per share ("Company's Common Stock"), a liquidation preference of $1.00 per share and cumulative dividends at the rate of six percent (6%) of the liquidation preference per annum;
WHEREAS, the Company's Board of Directors (the "Board") established a Special Committee ("Special Committee") of the Board comprised of three outside and independent members of the Board, none (i) of whom are related to X. Xxxxxx or any members of the Golsen Family, (ii) have any business dealings with the Company or any of its subsidiaries (other than serving as a director of the Company and a subsidiary thereof) or any of the Golsen Family or entities controlled by the Golsen Family or persons related to any member of the Golsen Family;
WHEREAS, the Special Committee, with the advice of its own counsel and investment bankers, none of whom have had any previous dealings with the Company, any subsidiaries of the Company, the Golsen Family or any entities controlled by the Golsen Family, have negotiated with SBL an agreement, whereby SBL has agreed to accept in payment of $1,000,000 of the Prime Loan one million shares of a new created series of the Company's Class C Preferred Stock, no par value ("New Series of Preferred"), with such shares of the New Series of Preferred having a designation of "Series D 6% Cumulative, Convertible Class C Preferred Stock, no par value, a liquidation preference of $1.00 per share and containing such designations, preferences, voting, dividend and relative, participating, optional or other special rights and qualifications, limitations or restrictions as stated and expressed in the Certificate of Designations attached hereto as Exhibit "A" ("New Series Preferred Certificate of Designations"), subject to the terms and conditions of this Agreement;
WHEREAS, upon completion of the transaction contemplated by this Agreement, Prime will owe to SBL under the Prime Note the remaining principal sum of $350,000;
WHEREAS, the New Series of Preferred is not, and will not in the future be, publicly traded and there is no, and there will not be in the future, any market for such stock;
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WHEREAS, the Company's Common Stock is listed for trading on the Over-The-Counter Bulletin Board ("OTC-BB"), and the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has been subject to such filing requirements for the past ninety (90) days;
WHEREAS, SBL is an "accredited investor" and all of the equity owners of SBL are "accredited investors", as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");
WHEREAS, in reliance upon the representations made by SBL in this Agreement, the transactions contemplated by this Agreement are such that the offer and issuance of securities by the Company hereunder will be exempt from registration under the applicable U.S. federal securities laws since this is a private placement and intended to be a nonpublic offering pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act; and
WHEREAS, the New Series of Preferred is not, and will not be in the future, quoted or listed for trading on any securities exchange, organized market or quotation system.
NOW THEREFORE, for and in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:
1. Payment of $1 million of Prime Note. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Prime shall pay, and SBL shall accept, $1,000,000 as partial payment of the outstanding principal amount due under the Prime Note, with such payment not in cash but in the form of the issuance by the Company of one million shares of the New Series of Preferred, designated as Series D 6% Cumulative, Convertible Class C Preferred Stock, no par value, having a liquidation preference of $1.00 per share, with all such shares of the New Series of Preferred containing such other preferences and relative, voting, dividend, participating, optional or other special rights and qualifications, limitations or restrictions as expressed in the New Series Preferred Certificate of Designations.
2. Outstanding Principal Balance. Upon issuance by the Company of the one million shares of New Series of Preferred to SBL, the outstanding unpaid principal balance due under the Prime Note shall be $350,000. At the Closing, SBL shall deliver to Prime the original of the Prime Note and the original of any amended and restated Prime Note, all of which shall be marked "Canceled" by SBL and so executed by SBL, and Prime shall, at the Closing, execute a new amended and restated promissory note ("New Note") replacing in all respects the Prime Note, with the terms and provisions of the New Note to be substantially similar to the Prime Note, except that the principal amount of the New Note shall be $350,000, bear an annual rate of interest of 10 3/4%, be unsecured and shall provide that the principal of the New Note shall be payable on demand. A copy of the New Note to be executed by Prime at the Closing is attached hereto as Exhibit "B".
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3. Conditions Precedent. The Company's and Prime's obligations under this Agreement is subject to all of the following conditions precedent being complied with:
3.1 The Stillwater Bank shall have delivered to SBL the original and all copies
thereof of the Prime Note, so that SBL can xxxx "Canceled" and deliver
such
to Prime at the Closing, all in a manner satisfactory to the Company; and
3.2 The Stillwater Bank and Prime shall have amended the Prime Guaranty
limiting
Prime's obligations under the Prime Guaranty to an amount not to
exceed
$350,000. In addition, Stillwater Bank shall have returned to Prime
1,000,000
shares of Prime Stock pledged by Prime to the Stillwater Bank,
and Prime
and Stillwater Bank shall have amended the Prime Security
Agreement so that
the only collateral pledged or to be pledged by Prime
under the Prime Security
Agreement or any other security agreement relating
to the Prime Guaranty or
any loans by the Stillwater Bank to SBL is 973,461
shares of the Company
Common Stock. Further, Stillwater Bank shall
amend the UCC-1 Financing
Statement that may have been filed of record by
the Stillwater Bank covering
any and all collateral, including the Prime
Stock, pledged by Prime to Stillwater
Bank, to limit the collateral pledged by
Prime to only 973,461 shares of the
Prime Stock and terminating its lien in
and to any and all other collateral. All
of the above are to be in a manner
satisfactory to the Company.
4. Closing. The consummation of this Agreement (the "Closing") will occur simultaneously with the conditions precedent set forth in Section 3 being met (the "Closing Date").
5. Representations, Warranties and Covenants of SBL. SBL hereby represents, warrants and covenants to the Company as follows:
5.1 Investment Intent. SBL represents and warrants that the shares of New
Series
of Preferred are being, and any underlying shares of Company
Common Stock
issuable upon conversion of the New Series of Preferred
("Conversion Shares")
will be, purchased or acquired solely for SBL's own
account, for investment
purposes only and not with a view toward the
distribution or resale to others.
SBL acknowledges, understands and
appreciates that the shares of New Series of
Preferred and the Conversion
Shares have not been registered under the Securities
Act by reason of a
claimed exemption under the provisions of the Securities Act
which depends,
in large part, upon SBL's representations as to investment intent,
investor
status, and related and other matters set forth herein. SBL understands
that,
in the view of the Securities Exchange Commission ("SEC"), among other
things, a purchase now with an intent to distribute or resell would represent
a
purchase and acquisition with an intent inconsistent with its representation
to the
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Company, and the SEC might regard such a transfer as a deferred sale
for which
the registration exemption is not available.
5.2 Certain Risk. SBL recognizes that the acquisition of the New Series of
Preferred
involves a high degree of risk, and while the Conversion Shares are
presently
quoted and traded on the Over-The-Counter Bulletin Board, such
(i) are not
registered under applicable federal (U.S.) or state securities laws,
and thus may
bot be sold, conveyed, assigned or transferred unless registered
under such laws
or unless an exemption from registration is available under
such laws, as more fully
described herein and (ii) the New Series of Preferred
subscribed for and that are
to be acquired under this Agreement are not
quoted, traded or listed for trading or
quotation on any organized market or
quotation system, and there is therefore no
present public or other market for
the New Series of Preferred, nor can there be
any assurance that the
Conversion Shares will continue to be quoted, traded or
listed for trading or
quotation on the Over-The-Counter Bulletin Board or on any
other organized
market or quotation system.
5.3 Prior Investment Experience. SBL acknowledges that it and/or the owners
of its stock have prior investment experience, including investment in non-listed
and non-registered securities, or has employed the services of an
investment
advisor, attorney or accountant to read all of the documents
furnished or made
available by the Company to it and to evaluate the merits
and risks of such an
investment on its behalf and that it recognizes the highly
speculative nature of this
investment.
5.4 No Review by the SEC. SBL hereby acknowledges that this offering of the
New Series of Preferred has not been reviewed by the SEC because this
private
placement is intended to be an nonpublic offering pursuant to Section
4(2) of the
Securities Act and/or Regulation D promulgated under the
Securities Act.
5.5 Not Registered. SBL understands that the New Series of Preferred and the
Conversion Shares have not been registered under the Securities Act by
reason
of a claimed exemption under the provisions of the Securities Act
which depends,
in part, upon SBL's investment intention. In this connection,
SBL understands
that it is the position of the SEC that the statutory basis for
such exemption
would not be present if its representation merely meant that
its present intention
was to hold such securities for a short period, such as the
capital gains period
of tax statutes, for a deferred sale, or for any other reason
or fixed period.
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5.6 No Public Market. SBL understands that there is no public market for the
New
Series of Preferred. SBL understands that although there is presently
a public
market for the Company's Common Stock, including the Conversion
Shares,
Rule 144 (the "Rule") promulgated under the Securities Act requires,
among other
conditions, a one-year holding period following full payment of
the consideration
therefor prior to the resale (in limited amounts) of securities
acquired in a nonpublic
offering without having to satisfy the registration
requirements under the Securities
Act. SBL understands that the Company
makes no representation or warranty
regarding its fulfillment in the future of
any reporting requirements under the
Exchange Act, or its dissemination to
the public of any current financial or other
information concerning the
Company, as is required by the Rule as one of the
conditions of its
availability. SBL understands and hereby acknowledges that the
Company
is under no obligation to register the New Series of Preferred or the
Conversion Shares under the Securities Act.
5.7 Sophisticated Investor. That (a) SBL has adequate means of providing for
its
current financial needs and possible contingencies; (b) SBL is able to bear
the
economic risks inherent in an investment in the New Series of Preferred
and that an
important consideration bearing on its ability to bear the
economic risk is whether
SBL can afford a complete loss of its investment in
the New Series of Preferred
and SBL represents and warrants that SBL can
afford such a complete loss; and
(c) SBL has such knowledge and experience
in business, financial, investment
and banking matters (including, but not
limited to, investments in restricted, non-
listed and non-registered securities)
that SBL is capable of evaluating the merits,
risks and advisability of an
investment in the New Series of Preferred.
5.8 Tax Consequences. SBL acknowledges that the Company has made no
representation regarding the potential or actual tax consequences for SBL
which
will result from entering into the Agreement and from consummation
of the
transaction contemplated hereunder. SBL acknowledges that it bears
complete
responsibility for obtaining adequate tax advice regarding this
Agreement.
5.9 SEC Filing. SBL acknowledges that it and its equity owners have been
previously
furnished with true and complete copies of the following
documents which have
been filed with the SEC pursuant to Sections 13(a),
14(a), 14(c) or 15(d) of the
Exchange Act.
(i) Annual Report on Form 10-K for the year ended December 31,
2000
(the "Form 10-K"); (ii) Current Reports on Form 8-K, filed
during 2001;
(iii) Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2001
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and June 30, 2001; (iv) the Company's Proxy
Statement for the 2001
Annual Meeting of Shareholders; and (v) the
information contained in any
reports or documents required to be
filed by the Company under Sections
13(a), 14(a), 14(c) or 15(d) of
the Exchange Act since the distribution of
the Form 10-K.
5.10 Documents, Information and Access. SBL's decision to acquire the New
Series of Preferred in payment of $1,000, 000 of the Prime Note is not based
on any promotional, marketing or sales materials, and SBL and its
representatives
have been afforded, prior to purchase thereof, the opportunity
to ask questions
of, and to receive answers from, the Company and its
management, and has had
access to all documents and information which
SBL deems material to an
investment decision with respect to the purchase
of New Series of Preferred
hereunder.
5.11 No Registration, Review or Approval. SBL acknowledges and understands
that the private offering and sale of securities pursuant to this Agreement has
not
been reviewed or approved by the SEC or by any state securities
commission,
authority or agency, and is not registered under the Securities
Laws. SBL
acknowledges, understands and agrees that the shares of New
Series of
Preferred are being offered and exchanged hereunder pursuant to (x)
a private
placement exemption to the registration provisions of the Securities
Act
pursuant to Section 4(2) of such Securities Act and/or Regulation D
promulgated
under the Securities Act and (y) a similar exemption to the
registration
provisions of applicable state securities law.
5.12 Transfer Restrictions. SBL will not transfer any New Series of Preferred
purchased until this Agreement or any Conversion Shares required unless
such
are registered under the Securities Laws, or unless an exemption is
available
under such Securities Laws, and the Company may, if it chooses,
where an
exemption from registration is claimed by such Subscriber,
condition any
transfer of New Series of Preferred or Conversion Shares out
of SBL's name
on receipt of an opinion of the Company's counsel, to the
effect that the
proposed transfer is being effected in accordance with, and
does not violate,
an applicable exemption from registration under the
Securities Laws, or an
opinion of counsel to SBL, which opinion is
satisfactory to the Company, to
the effect that registration under the
Securities Act is not required in connection
with such sale or transfer and the
reasons therefor.
5.13 No Commission. SBL agrees and acknowledges that no commissions or
other
remuneration is being paid or given directly or indirectly for soliciting
the Exchange.
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5.14 Reliance. SBL understands and acknowledges that the Company is relying
upon
all of the representations, warranties, covenants, understandings,
acknowledgments
and agreements contained in this Agreement in
determining whether to accept this
subscription and to issue the New Series
of Preferred to SBL.
5.15 Accuracy or Representations and Warrants. All of the representations,
warranties, understandings and acknowledgments that SBL has made herein
are
true and correct in all material respects as of the date of execution hereof.
SBL
will perform and comply fully in all material respects with all covenants
and
agreements set forth herein, and SBL covenants and agrees that until the
acceptance
of this Agreement by the Company, SBL shall inform the
Company immediately
in writing of any changes in any of the representations
or warranties provided or
contained herein.
5.16 Indemnity. SBL hereby agrees to indemnify, defend and hold harmless the
Company,
Prime and their respective successors and assigns, from and
against any demands,
claims, actions or causes of action, assessments,
liabilities, losses, costs, damages,
penalties, charges, fines or expenses
(including, without limitation, interest, and attorney
and accountants' fees,
disbursements and expenses), arising out of or relating to or in
connection
with (i) any breach by SBL of any representation, warranty, covenant or
agreement made by SBL in this Agreement or (ii) the $1,000,000 of the
Prime Note
being paid with the New Series of Preferred or (iii) any sale or
distribution by SBL
of the New Series of Preferred or Conversion Shares in
violation of the Securities
Act or any applicable state securities or blue sky
laws (collectively, the "Securities
Laws"). Such right to indemnification
shall be in addition to any and all other rights
of the Company or Prime under
this Agreement or otherwise, at law or in equity.
5.17 Survival. SBL expressly acknowledges and agrees that all of its
representations,
warranties, agreements and covenants set forth in this
Agreement shall be of the
essence hereof and shall survive the execution,
delivery and Closing of this
Agreement, the sale, purchase, and conversion,
if any, of the New Series of
Preferred, and the sale of the Conversion Shares.
6. Representations, Warranties and Covenants of the Company. In order to induce SBL to enter into this Agreement and to consummate the transactions contemplated by this Agreement, the Company and Prime hereby represent, warrant, and covenant to SBL as follows:
6.1 Organization, Authority, Qualification. The Company is a corporation
duly
incorporated and in good standing under the laws of the State of
Delaware. Prime
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is a corporation duly incorporated and in good standing
under the laws of the
State of Oklahoma.
6.2 Authorization. The Company and Prime have full power and authority to
execute and
deliver this Agreement and to perform its obligations under and
consummate the
transactions contemplated by this Agreement.
6.3 No Commission. The Company and Prime agree and acknowledge that no
commission
is being paid or given directly or indirectly for soliciting this
Agreement.
6.4 Ownership of, and Title to, Securities. The New Series of Preferred to be
issued
hereunder are, and all Conversion Shares, when issued, will be, duly
authorized, validly
issued, fully paid and nonassessable shares of the capital
stock of the Company, free
of personal liability.
7. Securities, Legends and Notices. SBL represents and warrants that it has read, considered and understood the following legends, and agrees that such legends, substantially in the form and substance set forth below, shall be placed on all of the certificates representing the New Series of Preferred:
New Series of Preferred Legends
NEITHER THIS PREFERRED STOCK NOR ANY SHARES OF COMMON STOCK
ISSUABLE UPON THE CONVERSION OF THIS PREFERRED STOCK HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS. THIS PREFERRED STOCK AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS PREFERRED STOCK MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN
EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND UNDER
ANY APPLICABLE STATE SECURITIES LAW OR WITHOUT THE PRIOR
WRITTEN
CONSENT OF LSB INDUSTRIES, INC. AND AN OPINION OF LSB
INDUSTRIES,
INC.'S COUNSEL, OR AN OPINION FROM COUNSEL FOR THE
HOLDER HEREOF,
WHICH OPINION IS SATISFACTORY TO THE COMPANY,
THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER
APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION
THEREFROM.
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Conversion Shares Legends.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE
STATE
SECURITIES LAWS. THIS COMMON STOCK MAY NOT BE OFFERED,
SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AND
QUALIFICATION IN
EFFECT WITH RESPECT THERETO UNDER THE
SECURITIES ACT AND UNDER
ANY APPLICABLE STATE SECURITIES LAW
OR WITHOUT THE PRIOR WRITTEN
CONSENT OF LSB INDUSTRIES, INC.
AND AN OPINION OF LSB INDUSTRIES,
INC.'S COUNSEL, OR AN OPINION
FROM COUNSEL FOR THE HOLDER HEREOF,
WHICH OPINION IS
SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION AND
QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE
FEDERAL AND
STATE SECURITIES LAWS OR AN EXEMPTION
THEREFROM.
8. Miscellaneous.
8.1 Amendment; Waiver. This Agreement shall not be changed, modified or
amended
in any respect except by the mutual written agreement of the parties
hereto. Any
provision of this Agreement may be waived in writing by the party
which is entitled
to the benefits thereof. No waiver of any provision of this
Agreement shall be
deemed to, or shall constitute a waiver of, any other provision
hereof or thereof
(whether or not similar), nor shall any such waiver constitute
a continuing waiver.
8.2 Binding Effect; Assignment. Neither this Agreement, nor any rights or obligations
hereunder are assignable by
SBL.
8.3 Governing Law; Litigation Costs. This Agreement and its validity, construction
and
performance shall be governed in all respects by the internal laws of the State of
Oklahoma, except with respect to corporate law issues as to the Company relating to
the authorization, issuance and validity of the New Series of Preferred and the
Conversion Shares which shall be governed by the Delaware General Corporation
Laws, without giving effect to such states' conflicts of laws provisions.
8.4 Headings The captions, headings and titles preceding the text of each or any
Section,
subsection or paragraph hereof are for convenience of reference only and
shall not
affect the construction, meaning or interpretation of this Agreement or the
Warrants
or any term or provisions hereof or thereof.
8.5 Counterparts This Agreement may be executed in one or more original or facsimile
counterparts, each of which shall be deemed an original and all of which shall be
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considered one and the same agreement, binding on all of the parties hereto,
notwithstanding that all parties are not signatories to the same counterpart.
8.6 Transfer Taxes. Each party hereto shall pay all such sales, transfer, use, gross
receipts, registration and similar taxes arising out of, or in connection with, the
transactions contemplated by this Agreement (collectively, the "Transfer Taxes")
as
are payable by such party under applicable law.
8.7 Entire Agreement. This Agreement, along with the New Series Preferred
Certificate of Designations, merges and supersedes any and all prior agreements,
understandings, discussions, assurances, promises, representations or warranties
among the parties with respect to the subject matter hereof, and contains the entire
agreement among the parties with respect to the subject matter set forth herein and
therein.
8.8 Notices. Except as otherwise specified herein to the contrary, all notices, requests,
demands and other communications required or desired to be given hereunder shall
only be effective if given in writing, by hand or by fax, by certified or registered
mail,
return receipt requested, postage prepaid, or by U.S. Express Mail service, or
by
private overnight mail service (e.g., Federal Express). Any such notice shall be
deemed
to have been given (i) on the business day actually received if given by hand
or by fax,
(ii) on the business day immediately subsequent to mailing, if sent by U.S.
Express
Mail service or private overnight mail service, or (iii) five (5) business days
following
the mailing thereof, if mailed by certified or registered mail, postage
prepaid, return
receipt requested, and all such notices shall be sent to the following
address (or to such
other address or addresses as a party may have advised the other
in the manner
provided in this Section 8.8):
If to the Company or Prime: Xx. Xxxx X. Xxxxxx
LSB Industries, Inc.
00 Xxxxx Xxxxxxxxxxxx
P. O. Xxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to SBL Corporation: Xx. Xxxx X. Xxxxxx
President
SBL Corporation
00 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
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8.9 No Third Party Beneficiaries. This Agreement and the rights, benefits, privileges,
interests, duties and obligations contained or referred to herein shall be solely for the
benefit of the parties hereto and no third party shall have any rights or benefits
hereunder as a third party beneficiary or otherwise hereunder.
IN WITNESS WHEREOF, the Company, Price and SBL have each duly executed this Agreement on the ___ day of October, 2001.
LSB INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Senior Vice President
PRIME FINANCIAL CORPORATION,
an Oklahoma corporation
By: /s/
Xxxx X.
Xxxxxx
Xxxx
X. Xxxxxx
President
SBL CORPORATION,
an Oklahoma corporation
By: /s/
Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
