AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND PARTIAL RELEASE
Exhibit 99.1
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AND PARTIAL RELEASE
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND PARTIAL RELEASE, dated as of June 11, 2015 (this “Amendment”), to the Second Amended and Restated Loan and Security Agreement dated as of December 31, 2013 (as amended prior to the date hereof, the “Loan Agreement”), between and among, on the one hand, the lenders from time to time party thereto (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO CAPITAL FINANCE, LLC, a California limited liability company, as successor in interest to Xxxxx Fargo Capital Finance, Inc. (“WFCF”), as the arranger and administrative agent for the Lenders (in such capacity, the “Agent”), and, on the other hand, LSB INDUSTRIES, INC., a Delaware corporation (“Parent”), each of the Subsidiaries of Parent identified on the signature pages thereto as Borrowers (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”).
1. Capitalized Terms. All capitalized terms used in this Amendment (including, without limitation, in the recitals hereto) and not otherwise defined shall have their respective meanings set forth in the Loan Agreement.
2. New Definitions. Section 1.1 of the Loan Agreement is hereby amended by adding the following defined terms in proper alphabetical order:
““Amendment No. 1” means that certain Amendment No. 1 to the Second Amended and Restated Loan and Security Agreement, dated as of June 11, 2015 among the Loan Parties, the Lenders and the Agent.”
““Amendment No. 1 Effective Date” means the date that all of the conditions to effectiveness set forth Amendment No. 1 shall be satisfied (or waived by the Agent in its sole discretion).”
““Consolidated Leverage Ratio” shall mean the “Consolidated Leverage Ratio”, as such term is defined in the LSB Notes and the Indenture (as defined in the LSB Notes), and shall be calculated in accordance with the LSB Notes and the Indenture.
3. Permitted Investments. The definition of “Permitted Investments” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety, to read as follows:
““Permitted Investments” means (a) Investments in Cash Equivalents, (b) Investments in negotiable instruments for collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments by any Loan Party in any other Loan Party, (e) guarantees by a Loan Party of Indebtedness permitted under Section 7.1(m), (f) guarantees permitted under Section 7.6, (g) other Investments set forth on Schedule 7.13 hereto, (h) Investments made by any Loan Party in the Parent, (i) Investments in any newly created Subsidiary by means of purchase or other acquisition of the equity interests of such Subsidiary including by way of merger, provided there is no investment of Collateral, (j) Investments in joint ventures in an aggregate amount not exceeding $35,000,000 at any one time outstanding, (k) [intentionally omitted], (l) Investments in an amount not to exceed 50% of the consolidated net earnings of the Parent and its Subsidiaries’ since August 7, 2013, in each case measured as of the time any such Investment is made and deducting (i) 100% of any consolidated net losses during such period and (ii) any other Investments made under this clause (l) during such period, (m) Investments in Zena in an aggregate amount not exceeding $50,000,000 at any one time outstanding, (n) other Investments to the extent that, at the time of making and after giving effect to any such Investment, the Consolidated Leverage Ratio of the Parent and its Subsidiaries would not exceed 2.50 to 1.00, (o) additional Investments in an aggregate amount not exceeding $50,000,000 at any one time outstanding and (p) Investments in respect of Hedge Obligations and Third Party Hedge Obligations; provided, that both immediately before and after giving effect to the making of any Investments pursuant to clauses (j), (k), (l), (m), (n), (o) or (p), the Covenant Condition has been satisfied; provided, that the Covenant Condition shall not apply to Hedge Obligations entered into with a Bank Product Provider.”
4. Permitted Liens. Subclause (q) in the definition of “Permitted Liens” in Section 1.1 of the Loan Agreement in hereby amended and restated in its entirety, to read as follows:
“(q) Liens securing the LSB Notes so long as such Liens are subject to an intercreditor agreement in form and substance satisfactory to the Agent, and”
5. Purchase Money Indebtedness. The definition of “Purchase Money Indebtedness” in Section 1.1 of the Loan Agreement in hereby amended and restated in its entirety, to read as follows:
““Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 180 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.”
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6. Unrestricted Subsidiary. Subclause (g) in the definition of “Unrestricted Subsidiary” in Section 1.1 of the Loan Agreement in hereby amended and restated in its entirety, to read as follows:
“(g) any Investment made after the Restatement Closing Date by the Parent and its Subsidiaries in such Subsidiary, when aggregated with all other Investments by the Parent and its Restricted Subsidiaries in all other Unrestricted Subsidiaries, does not exceed the amounts permitted under clauses (l), (m), (n) and (o) of the definition of Permitted Investments.”
7. Section 7.1 (Indebtedness). The first paragraph of Section 7.1 of the Loan Agreement is hereby amended and restated in its entirety, to read as follows:
“7.1 Indebtedness. Create, incur, assume, permit, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness; provided, that, the Loan Parties and their respective Subsidiaries shall be entitled to incur Indebtedness if on the date of the incurrence of such Indebtedness, (i) after giving effect to the incurrence thereof, the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries for the most recently ended four full fiscal quarter period is greater than 2.0 to 1.0 and (ii) both immediately before and after the incurrence thereof, the Covenant Condition has been satisfied. The foregoing limitation shall not apply to:”
8. Section 6.2 (Collateral Reporting). The reference to “the 15th day of each month” in the third row of the table set forth in Section 6.2 of the Loan Agreement is hereby amended to read “the 20th day of each month”.
9. Conditions Precedent. The effectiveness of this Amendment is subject to the fulfillment, in a manner satisfactory to the Agent, of each of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Amendment Effective Date”):
(i) counterparts of this Amendment duly executed by the Loan Parties, the Agent and the Lenders.
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10. Representations and Warranties. Each Loan Party hereby represents and warrants to the Agent and the Lenders as follows:
11. Release of Security Interests, Further Assurance, Etc.
(a) Upon the occurrence of the Amendment Effective Date, all of the Agent’s security interests in and liens on the Notes Priority Collateral shall automatically be released and forever discharged without recourse, representation or warranty of any kind, express or implied, and the Lenders hereby authorize such release and discharge by the Agent, and each of the Grantors hereby releases the Agent and the Lenders from any duty, liability or obligation (if any) under the Loan Documents in respect of the Notes Priority Collateral.
(b) The Agent will (a) at the request of the Parent or any Loan Party execute appropriate amendments to any existing UCC financing statements and (b) at the request of the Parent or any Loan Party execute such additional discharge and release documents, mortgage releases, instruments and other writings, and take such other action, as the Parent or any other Loan Party may reasonably request to effect or evidence the release of the Agent’s security interest in the Notes Priority Collateral, but, in each case, without recourse, representation or warranty of any kind, express or implied, and at the sole cost and expense of the Parent and the Loan Parties.
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12. Miscellaneous.
(d) Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
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Borrowers: | ||
LSB INDUSTRIES, INC., | ||
an Delaware corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Executive Chairman | |
CONSOLIDATED INDUSTRIES L.L.C., | ||
an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CHEROKEE NITROGEN L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CLIMATE MASTER, INC., | ||
a Delaware corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
CLIMATECRAFT, INC., | ||
an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CLIMACOOL, CORP., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
INTERNATIONAL ENVIRONMENTAL CORPORATION, an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
THERMACLIME TECHNOLOGIES, INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
KOAX CORP., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
LSB CHEMICAL L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EL DORADO CHEMICAL COMPANY, an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CHEMEX I CORP., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
TRISON CONSTRUCTION, INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Executive Vice President | |
CLIMATECRAFT TECHNOLOGIES, INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
SUMMIT MACHINE TOOL MANUFACTURING L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
LSB-EUROPA LIMITED, an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CHEROKEE NITROGEN HOLDINGS, INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
PRYOR CHEMICAL COMPANY, an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CHEMICAL PROPERTIES L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
CHEMICAL TRANSPORT L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
THE CLIMATE CONTROL GROUP, INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
CEPOLK HOLDINGS INC., an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EL DORADO NITRIC L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
LSB CAPITAL L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
EL DORADO AMMONIA L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EDC AG PRODUCTS COMPANY L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EL DORADO ACID II, L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EL DORADO ACID, L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman | |
EL DORADO NITROGEN, L.P. a Texas limited partnership | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
XPEDIAIR, INC. | ||
an Oklahoma corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Chairman |
Amendment No. 1 to
Second Amended and Restated
Loan and Security Agreement
Agent and Lenders: | ||
XXXXX FARGO CAPITAL FINANCE, LLC, as Agent | ||
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | XX | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | VP |
Amendment No. 1 to
Second Amended and Restated
Loan and Security Agreement