EXHIBITS AND SCHEDULES
EXHIBITS
AND SCHEDULES OF AMENDED AND RESTATED LOAN AND SECURITY LOAN AGREEMENT
(“AGREEMENT”) BY AND AMONG LSB INDUSTRIES, INC., THERMACLIME, INC. AND EACH OF
ITS SUBSIDIARIES THAT ARE SIGNATORIES, THE LENDERS AND XXXXX FARGO FOOTHILL,
INC., WHICH AGREEMENT THE COMPANY FILED AS EXHIBIT 4.2 TO THE
COMPANY’S FORM 10-Q FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 2007.
Exhibit
A-1
|
|
Form
of Assignment and Acceptance
|
|
|
Exhibit
B-1
|
|
(intentionally
left blank)
|
|
|
Exhibit
C-1
|
|
Form
of Compliance Certificate
|
|
|
Exhibit
L-1
|
|
Form
of LIBOR Notice
|
|
|
Schedule
C-1
|
|
Commitments
|
|
|
Schedule
E-1
|
|
Eligible
Inventory Locations
|
|
|
Schedule
P-1
|
|
Permitted
Liens
|
|
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Schedule
2.7(a)
|
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Cash
Management Banks
|
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Schedule
3.1(m)
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Collateral
Access Locations
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Schedule
5.5
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Locations
of Inventory and Equipment
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|
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Schedule
5.7
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Chief
Executive Office; FEIN
|
|
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Schedule
5.8(b)
|
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Capitalization
of Borrowers
|
|
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Schedule
5.8(c)
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Capitalization
of Borrowers’ Subsidiaries
|
|
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Schedule
5.10
|
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Litigation
|
|
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Schedule
5.14
|
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Environmental
Matters
|
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Schedule
5.16
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Intellectual
Property
|
|
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Schedule
5.18
|
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Demand
Deposit Accounts
|
|
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Schedule
5.20
|
|
Permitted
Indebtedness
|
|
|
Schedule
7.4(b)
|
|
(intentionally
left blank)
|
|
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Schedule
7.13
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Other
Permitted Investments
|
|
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Schedule
7.14
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Transactions
with Affiliates
|
EXHIBIT A-1
FORM
OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
This
ASSIGNMENT AND ACCEPTANCE
AGREEMENT ("Assignment Agreement") is entered into as of ____________
between ______________ (“Assignor”) and ____________
("Assignee"). Reference is made to the Agreement described in Item 2 of Annex I annexed
hereto (the "Loan Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Loan
Agreement.
In
accordance with the terms and conditions of Section 14 of the Loan Agreement,
the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to the Assignor's
rights and obligations under the Loan Documents as of the date hereof with
respect to the Obligations owing to the Assignor, and Assignor’s portion of the
Total Commitments and the Revolver Commitments, all as specified in Item 4.b and Item 4.c of Annex
I. After giving effect to such sale and assignments, the
Assignee's portion of the Total Commitments and Revolver Commitments will be as
set forth in Item
4.b of Annex I. After giving effect to such sale and
assignment the Assignor’s amount and portion of the Total Commitments and
Revolver Commitments will be as set forth in Item 4.d and Item 4.e of Annex
I.
The
Assignor (a) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any other instrument or document furnished pursuant
thereto; and (c) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or any of
its Subsidiaries or the performance or observance by any Borrower or any of its
Subsidiaries of any of their respective obligations under the Loan Documents or
any other instrument or document furnished pursuant thereto.
The
Assignee (a) confirms that it has received copies of the Loan Agreement and the
other Loan Documents, together with copies of the financial statements referred
to therein and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment
Agreement; (b) agrees that it will, independently and without reliance, as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents; (c) confirms that it is
eligible as an assignee under the terms of the Loan Agreement; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Documents as are delegated to Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (e)
agrees that it will perform in accordance with their terms all of
the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender [and (f) attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the Assignee's
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Loan
Agreement or such other documents as are necessary to indicate that all such
payments are subject to such rates at a rate reduced by an applicable tax
treaty.]
Following
the execution of this Assignment Agreement by the Assignor and Assignee, it will
be delivered by the Assignor to the Agent for recording by the
Agent. The effective date of this Assignment (the “Settlement Date”)
shall be the later of (a) the date of the execution hereof by the Assignor and
the Assignee, the payment by Assignor or Assignee to Agent for Agent's sole and
separate account a processing fee in the amount of $5,000, and the receipt of
any required consent of the Agent, and (b) the date specified in item 5 of Annex I.
Upon
recording by the Agent, as of the Settlement Date (a) the Assignee shall be a
party to the Loan Agreement and, to the extent of the interest assigned pursuant
to this Assignment Agreement, have the rights and obligations of a Lender
thereunder and under the other Loan Documents, and (b) the Assignor shall, to
the extent of the interest assigned pursuant to this Assignment Agreement,
relinquish its rights and be released from its obligations under the Loan
Agreement and the other Loan Documents.
Upon
recording by the Agent, from and after the Settlement Date, the Agent shall make
all payments under the Loan Agreement and the other Loan Documents in respect of
the interest assigned hereby (including, without limitation, all payments or
principal, interest and commitment fees (if applicable) with respect thereto) to
the Assignee. Upon the Settlement Date, the Assignee shall pay to the
Assignor the Assigned Share (as set forth in Item 4.b of Annex I)
of the principal amount of any outstanding loans under the Loan Agreement and
the other Loan Documents. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Loan Agreement and the other Loan
Documents for periods prior to the Settlement Date directly between themselves
on the Settlement Date.
THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Remainder
of page left intentionally blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and
Xxxxx X hereto
to be executed by their respective officers thereunto duly authorized, as of the
first date above written.
[NAME OF
ASSIGNOR]
as
Assignor
By ________________________
Title: ______________________
[NAME OF
ASSIGNEE]
as
Assignee
By: _______________________
Title: ______________________
ACCEPTED
THIS ____ DAY OF
_______________
XXXXX
FARGO FOOTHILL, INC.,
AS
AGENT
By:___________________________
Title:________________________
XXXXX FOR
ASSIGNMENT AND ACCEPTANCE
ANNEX
I
1.
|
Borrowers: ThermaClime,
Inc., an Oklahoma corporation ("ThermaClime"), and each of the
subsidiaries of ThermaClime and party to the below referenced Loan
Agreement.
|
2.
|
Name
and Date of Loan Agreement: Amended and Restated Loan and
Security Agreement, dated as of November 5, 2007, among LSB Industries,
Inc., an Delaware corporation, as guarantor, the Borrowers, the lenders
signatory thereto as the Lenders, and Xxxxx Fargo Foothill, Inc., a
California corporation, as the arranger and administrative agent for the
Lenders.
|
3.
|
Date
of Assignment
Agreement:
|
4.
|
Amounts:
|
a.
|
Assignor’s
Total
Commitment
|
$ |
i.
|
Assignor’s
Revolver
Commitment
|
$ |
b.
|
Assignor’s
Share of Total
Commitment
|
% |
i. |
Assigned Share
of Revolver
Commitment
|
% |
c.
|
Assigned Amount
of Total
Commitment
|
$ |
i.
|
Assigned Amount
of Revolver
Credit Commitment
|
$ |
d.
|
Resulting
Amount of Assignor's Total Commitment after giving
effect to the sale and Assignment to Assignee
|
$ |
i.
|
Resulting
Amount of Assignor’s Revolver
Commitment
|
$ |
e.
|
Assignor’s
Resulting Share of Total Commitment after giving effect to the
Assignment to Assignee
|
% |
i.
|
Assignor’s
Resulting Share of Revolving
CreditCommitment
|
% |
5.
|
Settlement
Date:
|
6.
|
Notice
and Payment Instructions, etc.
|
Assignee:
|
Assignor:
|
By: ____________________________
Title:
___________________________
|
By: _____________________________
Title: ____________________________
|
7.
|
Agreed
and Accepted:
|
[ASSIGNOR]
By: ____________________________
Title: ___________________________
|
[ASSIGNEE]
By: _____________________________
Title: ____________________________
|
Accepted:
XXXXX
FARGO FOOTHILL, INC., as Agent
By: ______________________________
Title: _____________________________
EXHIBIT C-1
(Form of
Compliance Certificate)
[on
Borrowers’ letterhead]
To: Xxxxx
Fargo Foothill, Inc., as Agent
under the
below-referenced Loan Agreement
0000
Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx
Santa
Monica, California 90404
Attn:
Business Finance Division Manager
Re: Compliance
Certificate
dated
Ladies
and Gentlemen:
Reference
is made to that certain Amended and Restated Loan and Security Agreement, dated
as of November 5, 2007 (the "Loan Agreement")
among LSB Industries, Inc., an Delaware corporation ("Parent"), ThermaClime,
Inc., an Oklahoma corporation ("ThermaClime"), certain of ThermaClime's
subsidiaries identified on the signature pages thereof (such subsidiaries,
together with ThermaClime, are collectively, jointly and severally, the
"Borrowers"), the lenders signatory thereto (the "Lenders"), and Xxxxx Fargo
Foothill, Inc., a California corporation, as the arranger and administrative
agent for the Lenders ("Agent"). Capitalized terms used in this
Compliance Certificate have the meanings set forth in the Loan Agreement unless
specifically defined herein.
Pursuant
to Section 6.3
of the Loan Agreement, the undersigned officer of ThermaClime hereby certifies
that:
1. The
financial information of Parent and its Subsidiaries and of ThermaClime and its
Subsidiaries, as the case may be, furnished in Schedule 1 attached
hereto, has been prepared in accordance with GAAP (except for year-end
adjustments and the lack of footnotes, in the case of financial statements
delivered under Section 6.3(a) of the
Loan Agreement) and fairly presents the financial condition of Parent and its
Subsidiaries and of ThermaClime and its Subsidiaries, as the case may
be.
2. Such
officer has reviewed the terms of the Loan Agreement and has made, or caused to
be made under his/her supervision, a review in reasonable detail of the
transactions and condition of the Borrowers during the accounting period covered
by the financial statements delivered pursuant to Section 6.3 of the
Loan Agreement.
3. Such
review has not disclosed the existence on and as of the date hereof, and the
undersigned does not have knowledge of the existence as of the date hereof, of
any event or condition that constitutes a Default or Event of Default, except
for such conditions or events listed on Schedule 2 attached
hereto, specifying the nature and period of existence thereof and what action
Borrowers have taken, are taking, or propose to take with respect
thereto.
4. Borrowers
are in timely compliance with all representations, warranties, and covenants set
forth in the Loan Agreement and the other Loan Documents, except as set forth on
Schedule 2
attached hereto. Without limiting the generality of the foregoing,
Borrowers are in compliance with the covenants contained in Section 7.20 of the
Loan Agreement as demonstrated on Schedule 3
hereof.
IN
WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this
_____ day of _______________, ________.
THERMACLIME,
INC.,
an
Oklahoma corporation,
as
Administrative Borrower
By: ________________________
Name:
Title:
SCHEDULE 3
1. Minimum
EBITDA.
(a) ThermaClime’s
and its Subsidiaries’ EBITDA for the _________ ending _________, ________ is
$______________, which amount [is/is not] greater than or
equal to the amount set forth in Section 7.20(a)(i) of
the Loan Agreement for the corresponding period.
2. Fixed
Charge Coverage Ratio. [If
Applicable]
(a) The
Fixed Charge Coverage Ratio of ThermaClime and its Subsidiaries, for the fiscal
year ending ______________, is calculated as follows
|
(i)
|
EBITDA
of ThermaClime and its Subsidiaries for
the 12 month period then
ended:
$________________
|
|
(ii)
|
Principal
Indebtedness of ThermaClime and its Subsidiaries
scheduled to be paid or prepaid during
such
period:
$________________
|
|
(iii)
|
Gross
interest expense of ThermaClime and its Subsidiaries
for such period: $________________
|
|
(iv)
|
Interest
income of ThermaClime and its Subsidiaries for
such period: $________________
|
|
(v)
|
Non-cash
accretion expense of ThermaClime and its Subsidiaries
for such period: $________________
|
|
(vi)
|
Non-cash
amortization of debt origination cost
of ThermaClime and its Subsidiaries for
such period:
$________________
|
|
(vii)
|
Capitalized
Lease Obligations of ThermaClime and its
Subsidiaries having a scheduled due date
during such period:
$________________
|
Item (i)
divided by the
sum of
Item (ii)
plus Item (vii)
plus the result
of Item (iii) minus
the sum
of Item (iv) plus Item (v) plus Item (vi)
(= Fixed
Charge Coverage Ratio) ___ : ___
(b) The
Fixed Charge Coverage Ratio set forth above [is/is not] greater than or
equal to the amount set forth in Section 7.20(a)(iii)
of the Loan Agreement for the corresponding period.
EXHIBIT L-1
FORM
OF LIBOR NOTICE
Xxxxx
Fargo Foothill, Inc., as Agent
under the
below referenced Loan Agreement
0000
Xxxxxxxx Xxxxx
Suite
3000 West
Santa
Monica, California 90404
Attention: Business
Finance Division Manager
Ladies
and Gentlemen:
Reference
hereby is made to that certain Amended and Restated Loan and Security Agreement,
dated as of November 5, 2007 (the "Loan Agreement"),
among LSB Industries, Inc., an Delaware corporation ("Parent"),
ThermaClime, Inc., an Oklahoma corporation ("Administrative
Borrower"), certain of Administrative Borrower's subsidiaries signatory
thereto (such subsidiaries, together with Administrative Borrower, each a "Borrower" and
collectively, the "Borrowers"), the
lenders signatory thereto (the "Lenders"), and Xxxxx
Fargo Foothill, Inc., a California corporation, as the arranger and
administrative agent for the Lenders (“Agent”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement.
This
LIBOR Notice represents the Borrowers’ request to elect the LIBOR Option with
respect to outstanding Advances in the amount of $_________ (the "LIBOR Rate
Component")[, and is a written confirmation of the telephonic notice of
such election given to Agent].
Such
LIBOR Rate Component will have an Interest Period of [1, 2, or 3] month(s)
commencing on ______________.
This
LIBOR Notice further confirms the Borrowers’ acceptance, for purposes of
determining the rate of interest based on the LIBOR Rate under the Loan
Agreement, of the LIBOR Rate as determined pursuant to the Loan
Agreement.
Administrative
Borrower, on behalf of itself and the other Borrowers, represents and warrants
that (i) as of the date hereof, each representation or warranty contained in or
pursuant to any Loan Document, any agreement, instrument, certificate, document
or other writing furnished at any time under or in connection with any Loan
Document, and as of the effective date of any advance, continuation or
conversion requested above is true and correct in all material respects (except
to the extent any representation or warranty expressly related to an earlier
date), (ii) each of the covenants and agreements contained in any Loan Document
have been performed (to the extent required to be performed on or before the
date hereof or each such effective date), and (iii) no Default or Event of
Default has occurred and is continuing on the date hereof, nor will any thereof
occur after giving effect to the request above.
Dated: ________________________
THERMACLIME,
INC., an Oklahoma corporation, as Administrative Borrower
By _________________________
Name:_______________________
Title: _______________________
Acknowledged
by:
XXXXX
FARGO FOOTHILL, INC.,
as
Agent
By: ______________________________
Name: ____________________________
Title: _____________________________
Schedule C-1
Commitments
Lender
|
Revolver Commitment |
Term
Loan Sub-facility Commitment* |
Total Commitment | ||||||
Xxxxx Fargo Foothill,
Inc.
|
$ | 30,000,000 | $ | 4,500,000 | $ | 30,000,000 | |||
Congress Financial Corporation
(Southwest)
|
$ | 20,000,000 | $ | 3,000,000 | $ | 20,000,000 | |||
All Lenders
|
$ | 50,000,000 | $ | 7,500,000 | $ | 50,000,000 | |||
* | The Term Loan Commitment is a sub-facility of the Revolver Commitment. |
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
[This
page intentionally left blank.]
Page
1 of 14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
[This
page intentionally left blank.]
Page 2
of 14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CLIMACOOL
CORP.
(updated
October 26, 2007)
Inventory
is located at:
1.
|
000
Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, XX 00000 (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
2.
|
0000
Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Sublessor: Climate
Master, Inc.)
|
Page 3 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
Inventory
is located at:
1.
|
0000
Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Raptor
Master LLC).
|
2.
|
0000
Xxxx Xxxxx Xxxxxxxxx , Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Prime
Financial Corporation)
|
3.
|
0000
Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Summit
Machinery Company)
|
Page 4 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
Inventory
is located at:
1.
|
0000
Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
2.
|
0000
Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
Page 5 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
Inventory
is located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 (Landlord: Cherokee
Nitrogen Holdings, Inc.)
Page 6 of 14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007)
Inventory
is located at:
1.
|
Xxxxx,
Brazos County, Texas 77806 (Landlord: Northwest
Financial Corporation
(‘NWF”)
|
2.
|
Pittsburg,
Camp County, Texas 75686 (Landlord: NWF)
|
3.
|
El
Dorado, Union County, Arkansas 71730 (Landlord: NWF)
|
4.
|
Xxxxxx,
Delta County, Texas 75432 (Landlord: NWF)
|
5.
|
Newbern,
Xxxx County, Tennessee 38059 (Landlord: NWF)
|
6.
|
Whiteright,
Xxxxxxx County, Texas 75491 (Landlord: NWF)
|
7.
|
Tyler,
Xxxxx County, Texas 75706 (Landlord: NWF)
|
8.
|
Itasca,
Hill County, Texas 76055 (Landlord: NWF)
|
9.
|
Trinity
County, Texas 75862
|
10.
|
Dublin,
Erath County,
Texas 76446
|
11.
|
Athens,
Xxxxxxxxx County,
Texas 75751
|
12.
|
Corsicana,
Xxxxxxx County, Texas 75151 (Landlord: NWF)
|
13.
|
Xxxxxxx,
Xxxx County, Texas 77865 (Landlord: Union
Pacific)
|
14.
|
Terrell,
Xxxxxxx County, Texas 75160 (Landlord: NWF)
|
15.
|
Cherokee,
Alabama 35616 (Landlord: Cherokee
Nitrogen Holdings, Inc.)
|
16.
|
Annona,
Texas 75550
|
17.
|
Lamar,
Missouri
|
Page 7 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
1.
|
Inventory
is located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000
(Landlord: Prime
Holdings Corporation).
|
2.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek Properties LLC
).
|
3.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek
Properties LLC ).
|
4.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek
Properties LLC ).
|
5.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek
Properties LLC ).
|
6.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek
Properties LLC ).
|
7.
|
Inventory
is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Quail Creek
Properties LLC ).
|
8.
|
Inventory
is located at 0000 XX 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Absolute
Delivery Service, LLC).
|
Page 8 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
KOAX
CORP.
(updated
October 26, 2007)
Inventory
is located at 000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: LSB Industries,
Inc.).
Page 9 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
[This
page intentionally left blank.]
Page 10 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
[This
page intentionally left blank.]
Page 11 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
TRISON
CONSTRUCTION, INC.
(updated
October 26, 2007)
Inventory is located at
0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 (Landlord: Summit
Machinery Company)
Page
12 of 14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
Inventory is
located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Landlord: Prime Holdings
Corporation)
Page 13 of
14
AMENDED
AND RESTATED
SCHEDULE
E-1
ELIGIBLE
INVENTORY LOCATIONS
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
Inventory
is located at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Summit
Machinery Company)
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
P-1
PERMITTED
LIENS
(updated
October 26 2007)
Name
of Obligor
|
Description
of Secured Indebtedness
|
ThermaClime
Technologies, Inc. (f/k/a ACP International Limited (“TTI”) (operating
lease)
|
Secured
Party: Park National Bank, assigned to Marquette Equipment
Finance, LLC
Collateral: All
equipment, software and other property leased under that Equipment Lease
dated March 1, 2007 between Prime Financial Corporation and TTI
(Continental washer and dryer)
|
TTI,
as bailee (operating lease)
|
Secured
Party: Park National Bank, as xxxxxx
Collateral: Radiator
coil washer and dryer
|
TTI
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: One
(1) Continental Equipment 2-stage belt washer, natural gas heated dryer
and drain tank
|
TTI
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Xxxx
oak fin die, S/N FDM-1532-1
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
ThermaClime,
Inc. (f/k/a ClimaChem, Inc.)
|
Secured
Party: Toshiba America Information Systems
Collateral: Six
(6) Toshiba copiers
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
ClimaCool
Corp.
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
ClimateCraft,
Inc. (“CLC”) (operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Trumpf
NC Punching Machine
|
CLC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: 1999
Amada HFB1254 Promecam CNC Press Brake w/ Controls
|
CLC
|
Secured
Party: City of Oklahoma City
Collateral: Real
estate owned by Summit Machine Tool Manufacturing Corp.
|
CLC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Two
(2) model 625014 Accushears w/ 48” extended travel and CNC front gauging
12’x6’x6’; S/N 5110 and 5111
|
CLC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Trumpf
model TC2020 Punch Machine, S/N A0030A0239 with tooling
|
CLC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Amada
CNC Hydraulic Press Brake model HFB220/440, SN
H980519
|
Page
1 of 6
Name
of Obligor
|
Description
of Secured Indebtedness
|
Cherokee
Nitrogen Company
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
Climate
Master, Inc. (“CLM,”) as bailee
(operating
lease)
|
Secured
Party: Marquette Equipment Finance, LLC, as Xxxxxx, assigned to
Park National Bank
Collateral: One
(1) Chiyoda SP-25ST 3 Axis Tube Xxxxxx with RH rotation, including all
standard equipment and 5/8”, 3/4” and 7/8” OD and
mandrels
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Trumpf
L3040 Laser Cutting Machine System purchased from Icon Machine Tool, Inc.,
S/N A0235A0061, and all accessories and attachments
thereto.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) Trumpf TruLaser 3530 Laser Cutting Machine, Serial
#AX035A0061
|
CLM
(operating lease)
|
Secured
Party: National Machine Tool Financial Corporation and TCF
Equipment Finance, Inc.
Collateral: One
(1) new Trumpf L3530 4000 Watt Laser with 60”x120”, S/N A0235A0061, and
all accessories and attachments thereto.
|
CLM,
as lessee (operating lease)
|
Secured
Party: IOS Capital, as lessor
Collateral: All
equipment now or hereafter leased (PCP 1050, booklet maker and
accessories) in an equipment leasing transaction in connection with that
certain Master Agreement No. -------------, Product Schedule No./Agreement
No. 2068765, as amended from time to time, between IOS Capital, LLC as
lessor, and the above referenced Lessee/Debtor, including, without limit,
the equipment listed below, and all additions, improvements, attachments,
accessories, accessions, upgrades and replacements related thereto, and
any and all substitutions or exchanges, and any and all products,
insurance and/or other proceeds (cash and non-cash)
therefrom. Customer: 1095557 IKCPP500
C11029146
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: 1
each five stage Power Spray Stainless Washer (installed) in accordance
with quote 3703-0107R3 from Industrial Finishing
Systems.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: Xxxxxxxxx-Xxxx
oil-free Nirvana compressor system consisting of various components; S/N
IRN75H-OF.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: Gamma
G333PC Wire Processing System per quote 06-0150-2743-0135C; S/N 0-000000-0
and all accessories and attachments
thereto.
|
Page
2 of 6
Name
of Obligor
|
Description
of Secured Indebtedness
|
CLM,
as lessee (operating lease)
|
Secured
Party: IOS Capital, as lessor
Collateral: All
equipment now [5 Ricoh copiers] or hereafter leased in an equipment
leasing transaction in connection with that certain Master Agreement No.
-------------, Product Schedule No./Agreement No. 2929907, as amended from
time to time, between Lessor and Lessee, including, without limit, the
equipment listed below, and all additions, improvements, attachments,
accessories, accessions, upgrades and replacements related thereto, and
any and all substitutions or exchanges, and any and all products,
insurance and/or other proceeds (cash and non-cash)
therefrom. CUSTOMER: 1095557 RIAF2035 S/P
J5837002733 RIAF2035 S/P J5837002727 RIAF2035 S/P J5837102886 RIAF2035 S/P
J5837102735 RIAF2035 S/P J5837102721 RIAF1060 J4235501227 RIAF1060
J422500470 RIAF2090 J7031100205 RIAF2090 J7031100244
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) Amada Vipros 368 King, Turret Punch Press, S/N 36840024, with New
London Slug Conveyor, One (1) Amada LUL510 loading device, S/N 00510090,
Amada SR510 .30 unloading device, S/N 2218, Sun Classic Workstation with
Line Control Software, S/N FW900085, AP100 Punch Upgrade, AP100 Punch Add.
Seat Upgrade, complete with all attachments now or hereafter
acquired.
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Amada
press brake, model HFB 1003/8, S/N XXX000000 R981151, w/ ISB light
curtain
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) Raidzone GangSTOTR Systems RC8-2-R2000 (2x8 disk rack mount systems
and all accessories and attachments thereto.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: Nine
(9) OptiGun-2AX Automatic Guns, Nine (9) OptiTronicPlus Control Units and
associated accessories.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: Six
(6) sets of ECI line equipment (Procix) and associated
accessories.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) Amada 386 Xxxx, Vipros 30 ton CNC Turret Punch, S/N 36820017 and
associated accessories.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) Amada CNC Blanking Shear, S/N 101000056 and associated
accessories.
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One(1)
Trumpf Laser 3040 Plus and associated
accessories
|
Page
3 of 6
Name
of Obligor
|
Description
of Secured Indebtedness
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One(1)
Trumpf Laser 3040 Plus and associated accessories
|
CLM
(operating lease)
|
Secured
Party: RCA Capital Corp.
Collateral: One
(1) new Chiyoda SP-25ST 3 Axis CNC Pipe Xxxxxx and associated
accessories
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor
Collateral: One
(1) single Tube Cutoff Line (STCOS) and all accessories and attachments
thereto (Xxxx Oak Copper Cut).
|
CLM,
as lessee (operating lease)
|
Secured
Party: Prime Financial Corporation, as lessor, as assigned to
Marquette Equipment Finance, LLC, as assigned to Park National
Bank
Collateral: One
(1) Chiyoda SP-25 ST 3-Axis Tube Xxxxxx and associated
accessories.
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: One
1996 Amada FCXB-III-8025 CNC Press Brake
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: IPCS
Equipment and accessories
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Used
1995 FBD-125 Amada Press Brake, S/N 12530058
|
CLM
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: 88
ton Amada HFB, S/N R091-18; 88 ton Amada HFB, S/N R970432; 138 ton Amada
FBD, S/N 12530263
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
El
Dorado Chemical Company (“EDC”) as bailee
|
Secured
Party: Orica USA Inc., as xxxxxx
Collateral: All
of xxxxxx’x inventory located at bailee’s El Dorado, AR
facility
|
EDC,
as lessee
(operating
lease)
|
Secured
Party: LSB Industries, Inc.
Collateral: Catalysts
associated with EDC’s El Dorado, AR facility
|
EDC,
as bailee
(operating
lease)
|
Secured
Party: Republic Bank, Inc., as xxxxxx
Collateral: Personal
property (rail cars) located at bailee’s El Dorado, AR facility and
described in Lease Schedule No. 001 to Master Lease Agreement No. AF10506
by and between Prime Financial Corporation, as lessee, and Applied
Financial, LLC, as lessor
|
EDC
|
Secured
Party: Air Liquide Industrial US LP
Collateral: Gas
generating plant, located at debtor’s El Dorado, AR
facility
|
EDC
(operating lease)
|
Secured
Party: General Electric Capital Corporation
Collateral: PerkinElmer
Aanalyst 700 AA Spectrometer and
accessories
|
Page
4 of 6
Name
of Obligor
|
Description
of Secured Indebtedness
|
XpediAir,
Inc. (f/k/a The Environmental Group, Inc.)
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
International
Environmental Corporation (“IEC”) (operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Bolina
Cut-to-Length; 2 Optiflex 110/08 Pullmax CNC Press Brakes; vertical
xxxxxx; Trumpf laser cutting machine
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Amada
Turret Press Dies & accessories
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Two
Trumpf Laser Cutting Machines
|
IEC
|
Secured
Party: Amada Capital Corporation
Collateral: Amada
Turret Press Model VIPROS358K w/ scrap conveyor and
attachments
|
IEC
|
Secured
Party: Amada Capital Corporation
Collateral: Software
package consisting of two seats of Anmest punch software and one seat
AP100 US punch complete w/ all attachments
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: One
(1) T-Drill SP-55 tube end spinner, 440V, S/N 97032
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: High
Takt assembly line (spur line south bldg)
|
IEC
(operating lease)
|
Secured
Party: IOS Capital
Collateral: All
equipment now or hereafter leased in an equipment leasing transaction in
connection with that certain Master Agreement No. -------------, Product
Schedule No./Agreement No. 1842990, as amended from time to time, between
IOS Capital, LLC as lessor, and the above referenced Lessee/Debtor,
including, without limit, the equipment listed below, and all additions,
improvements, attachments, accessories, accessions, upgrades and
replacements related thereto, and any and all substitutions or exchanges,
and any and all products, insurance and/or other proceeds (cash and
non-cash) therefrom. Customer: 357586 RIAF 2075 S/P
C11020120, RIAF2075 S/P C11020023, RIAF 2075 S/P C11020123, RIAF2060 S/P
C11020019, RIAF3030 S/P C11020011, RIAF3030 S/P X00000000, RIAF3030 W/P
C11020009, RIAF3030 SP C11020008, RIAF3425C C11020124, ZZrightfax
software
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Trumpf
Laser 3040 Plus, 4000 watt resonator
|
IEC
(operating lease)
|
Secured
Party: Prime Financial Corporation
Collateral: Security
system
|
Page
5 of 6
Name
of Obligor
|
Description
of Secured Indebtedness
|
Koax
Corp (operating lease)
|
Secured
Party: Intrust Bank
Collateral: LSE
0000000 S/N MPH04374
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
LSB
Chemical Corp.
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
Chemex
I Corp. (f/k/a Slurry Explosive Corporation)
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
Trison
Construction, Inc.
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
Chemex
II Corp. (f/k/a Universal Tech Corporation)
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
The
Climate Control Group, Inc.
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
Northwest
Financial Corporation
|
None
|
Name
of Obligor
|
Description
of Secured Indebtedness
|
CEPOLK
Holdings, Inc. (“CHI”) (f/k/a ThermalClime, Inc.)
|
Prudential
Insurance Company of America ("Prudential") holds a lien on the
partnership interest owned by CHI in a limited partnership involved in an
energy conservation project, to secure certain loans made by Prudential to
CEPOLK Limited Partnership in the approximate amount of
$5,253,252.
|
Page 6 of
6
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 1 of
14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 2 of
14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CLIMACOOL
CORP.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 3
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 4
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 5
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 6
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 7 of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 8
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
KOAX
CORP.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 9
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 10
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 11
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
TRISON
CONSTRUCTION, INC.
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 12
of 14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 13 of
14
AMENDED
AND RESTATED
SCHEDULE
2.7(a)
CASH
MANAGEMENT BANKS
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
XX Xxxxxx
Xxxxx Bank, N.A.
000 Xxxxx
Xxxxxxxx
Oklahoma
City, Oklahoma 73102
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx
Xxxx, Xxxxxxxx 00000. (Landlord: Prime Holdings
Corporation)
Page 1 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
NONE
Page 2 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CLIMACOOL
CORP.
(updated
October 26, 2007)
1.
|
Equipment and/or
inventory is located at 000 Xxxxx Xxxxxxx, Xxxxxxxx
Xxxx, XX 00000 (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
2.
|
Equipment and/or
inventory is located at 0000 Xxxxxxxxx 00xx Xxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxx 00000 (Sublessor: Climate
Master, Inc.)
|
Page 3 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
1.
|
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000. (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
2.
|
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000. (Landlord: Summit
Machine Tool Manufacturing
Corp.)
|
Page 4 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
1.
|
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Raptor
Master LLC).
|
2.
|
Equipment
and/or inventory is located at 0000 Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Prime
Financial Corporation).
|
3.
|
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Summit
Machinery Company).
|
Page 5 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007)
1.
|
Xxxxx,
Brazos County, Texas 77806 (Landlord: Northwest
Financial Corporation
(“NWF”)
|
2.
|
Pittsburg,
Camp County, Texas 75686 (Landlord: NWF)
|
3.
|
El
Dorado, Union County, Arkansas 71730 (Landlord: NWF)
|
4.
|
Xxxxxx,
Delta County, Texas 75432 (Landlord: NWF)
|
5.
|
Newbern,
Xxxx County, Tennessee 38059 (Landlord: NWF)
|
6.
|
Whiteright,
Xxxxxxx County, Texas 75491 (Landlord: NWF)
|
7.
|
Tyler,
Xxxxx County, Texas 75706 (Landlord: NWF)
|
8.
|
Itasca,
Hill County, Texas 76055 (Landlord: NWF)
|
9.
|
Corsicana,
Xxxxxxx County, Texas 75151 (Landlord: NWF)
|
10.
|
Xxxxxxx,
Xxxx County, Texas 77865 (Landlord: Union
Pacific)
|
11.
|
Terrell,
Xxxxxxx County, Texas 75160 (Landlord: NWF)
|
12.
|
Cherokee,
Alabama 35616 (Landlord: Cherokee
Nitrogen Holdings, Inc.)
|
Page 6 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
Equipment
and/or Inventory is located at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Summit
Machinery Company)
Page 7 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
1.
|
Equipment
and/or inventory is located at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Prime
Holdings Corporation).
|
2.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord:
Quail Creek
Properties LLC ).
|
3.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Quail
Creek Properties LLC ).
|
4.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Quail
Creek Properties LLC ).
|
5.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Quail
Creek Properties LLC ).
|
6.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Quail
Creek Properties LLC ).
|
7.
|
Equipment
and/or inventory is located at 0000 XX 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 (Landlord: Quail
Creek Properties LLC ).
|
8.
|
Equipment
and/or inventory is located at 0000 XX 00xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 (Landlord: Absolute
Delivery Service, LLC).
|
Page 8 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
KOAX
CORP.
(updated
October 26, 2007)
Equipment
and/or inventory is located at 000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000
(Landlord: LSB
Industries, Inc.).
Page 9 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
NONE
Page 10 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
NONE
Page 11 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
TRISON
CONSTRUCTION, INC.
(updated
October 26, 2007)
Equipment and/or inventory
is located at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx,
XX 00000 (Landlord: Summit
Machinery Company)
Page 12
of 14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
NONE
Page 13 of
14
AMENDED
AND RESTATED
SCHEDULE
3.1(m)
COLLATERAL
ACCESS LOCATIONS
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
Equipment
and/or inventory is located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx 00000 (Landlord: Cherokee
Nitrogen Holdings, Inc.)
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 1 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 2 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CLIMACOOL
CORP.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 3 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 4 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 5 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 6 of
14
AMENDED
AND RESTATED’
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 7 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 8 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
KOAX
CORP.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 9 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 10 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 11 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
TRISON
CONSTRUCTION, INC.
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 12 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 13 of
14
AMENDED
AND RESTATED
SCHEDULE
5.5
LOCATIONS
OF INVENTORY
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
Please
refer to Amended and Restated Schedule E-1
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
1.
|
ThermaClime
Technologies, Inc.’s, f/k/a ACP International Limited (“TTI”), chief
executive office is located at 0000 Xxxxxxxxx 0xx Xxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxx 00000.
|
2.
|
TTI’s
FEIN is 00-0000000.
|
Page 1 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
1.
|
ThermaClime,
Inc.’s, f/k/a ClimaChem, Inc. (“TCI”), chief executive office is located
at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
TCI’s
FEIN is 00-0000000.
|
Page 2 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CLIMACOOL
CORP.
(updated
October 26, 2007)
1.
|
ClimaCool
Corp.’s (“ClimaCool”) chief executive office is located at 0000 XX 00xx
Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
ClimaCool’s
FEIN is 00-0000000.
|
Page 3 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
1.
|
ClimateCraft
Inc.’s (“ClimateCraft”) chief executive office is located at 000 Xxxxx
Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
ClimateCraft’s
FEIN is 00-0000000.
|
Page 4 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
1.
|
Climate
Master, Inc.’s (“CM”) chief executive office is located at 0000 Xxxxxxxxx
00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
CM’s
FEIN is 00-0000000.
|
Page 5 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007
1.
|
El
Dorado Chemical Company’s (“EDC”) chief executive office is located at 00
Xxxxx Xxxxxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
EDC’s
FEIN is 00-0000000.
|
Page 6 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
1.
|
XpediAir,
Inc.’s, f/k/a The Environmental Group, Inc. ("XPA"), chief executive
office is located at 0000 X.X. 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
XPA’s
FEIN is 00-0000000.
|
Page 7 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
1.
|
International
Environmental Corporation’s (“IEC”) chief executive office is located at
0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
IEC’s
FEIN is 00-0000000.
|
Page 8 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
KOAX
CORP.
(updated
October 26, 2007)
1.
|
Koax
Corp.’s (“Koax”) chief executive office is located at 000 Xxxxx Xxxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxx 00000.
|
2.
|
Koax’s
FEIN is 00-0000000.
|
Page 9 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
1.
|
LSB
Chemical Corp.’s (“LSBCC”) chief executive office is located at 00 Xxxxx
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
LSBCC’s
FEIN is 00-0000000.
|
Page 10 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
1.
|
Chemex
I Corp.’s, f/k/a Slurry Explosive Corporation ("Chemex I"), chief
executive office is located at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxx
Xxxx, Xxxxxxxx 00000.
|
2.
|
Chemex
I=s
FEIN is 00-0000000.
|
Page 11 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; XXXX
XXXXXX
CONSTRUCTION, INC.
(updated
October 26, 2007)
1.
|
Trison
Construction, Inc.’s (“Trison”) chief executive office is located at 0000
Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
Xxxxxx’s
FEIN is 00-0000000.
|
Page 12 of
14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
1.
|
Chemex
II Corp.’s, f/k/a Universal Tech Corporation (“Chemex II”), chief
executive office is located at 00 Xxxxx Xxxxxxxxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
|
2.
|
Chemex
II’s FEIN is 00-0000000.
|
Page 13 of 14
AMENDED
AND RESTATED
SCHEDULE
5.7
CHIEF
EXECUTIVE OFFICE; FEIN
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
1.
|
Cherokee
Nitrogen Company’s (“CNC”) chief executive office is located at 00 Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000.
|
2.
|
CNC’s
FEIN is 00-0000000.
|
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
5.8(b)
CAPITALIZATION
OF BORROWERS
(updated
October 26, 2007)
Borrower
|
Class
|
No.
of Authorized Shares
|
No.
of Outstanding Shares
|
International
Environmental Corporation
|
Common
|
300,
par value $10.00
|
300,
par value $10.00
|
LSB
Chemical Corp.
|
Common
|
50,
par value $10.00
|
50,
par value $10.00
|
El
Dorado Chemical Company
|
Common
|
25,000,
par value $1.00
|
1,000,
par value $1.00
|
ThermaClime
Technologies, Inc., f/k/a ACP International Limited
|
Common
|
500,000,
par value $0.10
|
10,000,
par value $0.10
|
ClimaCool
Corp.
|
Common
|
50,000,
par value $1.00
|
1,000,
par value $1.00
|
XpediAir,
Inc., f/k/a The Environmental Group, Inc.
|
Common
|
500,000,
par value $0.10
|
10,000,
par value $0.10
|
ThermaClime,
Inc., f/k/a ClimaChem, Inc.
|
Common
|
500,000,
par value $0.10
|
10,000,
par value $0.10
|
Climate
Master, Inc.
|
Common
|
1,000,
par value $1.00
|
1,000,
par value $1.00
|
ClimateCraft,
Inc.
|
Common
(Class
A Voting)
|
900,
par value $0.50
|
900,
par value $0.50
|
ClimateCraft,
Inc.
|
Common
(Class B Non-Voting)
|
100,
par value $0.50
|
100,
par value $0.50
|
Koax
Corp.
|
Common
|
50,
par value $10.00
|
50,
par value $10.00
|
Chemex
I Corp., f/k/a Slurry Explosive Corporation
|
Common
|
10,000,
par value $1.00
|
1,000,
par value $1.00
|
Trison
Construction, Inc.
|
Common
|
500,000,
par value $0.10
|
10,000,
par value $0.10
|
Chemex
II Corp., f/k/a Universal Tech Corporation
|
Common
|
10,000,
par value $1.00
|
1,000,
par value $1.00
|
Cherokee
Nitrogen Company
|
Common
|
500,000,
par value $0.10
|
10,000,
par value $0.10
|
AMENDED
AND RESTATED
SCHEDULE
5.8(c)
CAPITALIZATION
OF BORROWERS' SUBSIDIARIES
(updated October 26,
2007)
Subsidiary
|
Jurisdiction
|
No.
of Authorized Shares
|
No.
of Outstanding Shares
|
Northwest
Financial Corporation
|
Oklahoma
|
100,
par value $1,000
|
54,
par value $1,000
|
CEPOLK
Holdings, Inc. f/k/a ThermalClime, Inc.
|
Oklahoma
|
50,000,
par value $1.00
|
1,000,
par value $1.00
|
The
Climate Control Group, Inc.
|
Oklahoma
|
100,000,
par value $0.10
|
10,000,
par value $0.10
|
Please
also refer to Amended and Restated Schedule 5.8(b).
AMENDED
AND RESTATED
SCHEDULE
5.10
LITIGATION
(updated
October 26, 2007)
NONE
AMENDED
AND RESTATED
SCHEDULE
5.14
ENVIRONMENTAL
MATTERS
(updated
October 26, 2007)
1.
|
Two
(2) inactive disposal areas are known to exist at the nitrate plant leased
by Cherokee Nitrogen Company in Cherokee, Alabama. The first
involves industrial waste disposed of in an on-site landfill located east
of the plant. The landfill has been capped in excess of ten
(10) years and is covered with vegetation. The second involves
approximately one hundred (100) tons of phosphoric acid tank sludge buried
directly east of the plant. Material was generated from an old
phosphate plant that is no longer in existence. The material
was buried prior to 1986. Any liability associated with these
landfills is the responsibility of U.S. Steel, a prior owner of the
site.
|
2.
|
An
asbestos, construction debris, and elemental sulfur on-site landfill is
located at El Dorado
Chemical Company’s ammonium nitrate plant located in El Dorado, Arkansas.
The landfill was closed in 1995 under a state-approved closure
plan.
|
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 1 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 2
of 15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CLIMACOOL
CORP.
(updated October 26,
2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 3 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CLIMATECRAFT,
INC.
(updated October 26,
2007)
PATENTS
NONE
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Climatecraft"
|
#2,369,333
|
United
States
|
07/18/00
|
COPYRIGHTS
NONE
Page 4 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CLIMATE MASTER,
INC.
(updated October 26,
2007)
Patent
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
“Water-Cooled
Air Conditioning
system
Using Condenser Water
Regeneration
for Precise Air Reheat
in
Dehumidifying Mode”
|
11/161,808
|
United
States
|
Pending
|
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Climate
Master (& Design)"
|
2,139,570
|
United
States
|
02/24/98
|
"Climate
Master (& Design)"
|
#TMA
471,487
|
Canada
|
02/21/97
|
"Climate
Master"
|
808,500
|
United
States
|
05/17/66
|
"Climate
Master"
|
409,647
|
Chile
|
07/22/93
|
"Climate
Master"
|
84930
|
Israel
|
10/08/92
|
"Climate
Master"
|
292/82
|
Saudi
Arabia
|
12/30/92
|
"Climate
Master"
|
1,514,734
|
United
Kingdom
|
11/13/98
|
"Climate
Master"
|
11,215
|
Greece
|
07/07/98
|
"Climate
Master"
|
280854
|
Korea
|
12/07/93
|
"Climate
Master"
|
641,594
|
Taiwan
|
04/16/94
|
"Climate
Master"
|
614,556
|
Taiwan
|
10/01/93
|
"Climate
Master"
|
516424
|
Mexico
|
12/10/92
|
"Climate
Master"
|
25162
|
Kuwait
|
08/16/93
|
"Climate
Master"
|
0-999746
|
Czech
Republic
|
03/20/00
|
"Climate
Master"
|
583,151
|
Benelux
|
06/22/95
|
"Climate
Master"
|
95575091
|
France
|
06/09/95
|
"Climate
Master"
|
147,007
|
Hungary
|
04/25/95
|
"Climate
Master"
|
172643
|
Norway
|
04/25/96
|
"Climate
Master"
|
309
649
|
Portugal
|
05/06/96
|
"Climate
Master"
|
O-POZ-1170-95
|
Slovak
Republic
|
05/02/95
|
"Climate
Master"
|
16121
|
Turkey
|
05/01/95
|
"Climate
Master"
|
729,783
|
Italy
|
10/16/97
|
Page
5 of 15
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Climate
Master"
|
402,883
|
Europe
|
02/24/98
|
"Climate
Master"
|
3480166
|
China
|
03/10/03
|
"Climate
Master"
|
860,657
|
Australia
|
12/14/00
|
"Climate
Mate"
|
TMA
371,539
|
Canada
|
08/03/90
|
"Roommate"
|
1,906,435
|
United
States
|
07/18/95
|
"Paradigm"
|
2,112,244
|
United
States
|
11/11/97
|
"Geodesigner"
|
2,184,992
|
United
States
|
08/25/98
|
“Earthpure”
|
2,994,583
|
United
States
|
09/13/05
|
“Climadry”
|
3,253,779
|
United
States
|
06/19/07
|
COPYRIGHTS
NONE
Page 6 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
EL DORADO CHEMICAL
COMPANY
(updated October 26,
2007)
PATENTS
NONE
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"El
Dorado (& Design)"
|
1,427,064
|
United
States
|
02/03/87
|
"E-2"
|
833,891
|
United
States
|
08/22/67
|
COPYRIGHTS
NONE
Page 7 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Climacool"
|
2,564,496
|
United
States
|
04/23/02
|
“CHP”
|
1,707,991
|
United
States
|
08/18/92
|
|
XpediAir”
(Design Only)*
|
2,986,893
|
United
States
|
08/23/05
|
* Trademark is the
subject of a Settlement Agreement with Expedia, Inc. regarding XpediAir, Inc’s
right to use the name, throughout the world, in connection with the sale and
manufacture of HVAC equipment and related goods and services, and to register
the name with the USPTO or any foreign patent and trademark office in design
form only.
COPYRIGHTS
NONE
Page 8 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
PATENTS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Conditioned
Air Fan Coil Unit"
|
6,109,044
|
United
States
|
08/29/00
|
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"International
Environmental Corporation
(&
IE Design)"
|
1,569,000
000000
000/85
|
United
States
Mexico
Saudi
Arabia
|
12/05/89
08/18/93
08/31/93
|
"International
Environmental"
|
B1,514,822
92/165,999
|
United
Kingdom
Hong
Kong
|
07/01/94
11/21/94
|
|
IEC
International Environmental (&
Design)
|
77110687
|
United
States
|
Pending
|
"Sureflow"
|
2,449,571
|
United
States
|
05/08/01
|
|
"IE
(Stylized)"
|
2,556,892
|
United
States
|
04/02/02
|
"Air
Coil Technologies"
|
1,755,144
|
United
States
|
03/02/93
|
|
“UV Ultrashield” |
2,660,647
|
United
States
|
12/10/02
|
|
|
|
|
|
|
|
COPYRIGHTS
NONE
Page 9 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
KOAX
CORP.
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
Mark
|
Serial/Reg.
No.
|
Place of
Registration
|
Issue
Date
|
|
"Koax"
|
1,776,407
|
United
States
|
06/15/93
|
"Koax
and design"
|
1,905,551
|
United
States
|
07/18/95
|
COPYRIGHTS
NONE
Page 10 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 11 of
15
AMENDED AND
RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 12 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
TRISON
CONSTRUCTION, INC.
(updated October 26,
2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 13 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CHEMEX II
CORP.
(f/k/a UNIVERSAL TECH
CORPORATION)
(updated
October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 14 of
15
AMENDED
AND RESTATED
SCHEDULE
5.16
INTELLECTUAL
PROPERTY
CHEROKEE
NITROGEN COMPANY
(updated October 26,
2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
Page 15 of
15
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 1 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
THERMACLIME,
INC
(f/k/a
CLIMACHEM, INC.)
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
400519526
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll
|
Page 2 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CLIMATECRAFT,
INC.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
400526026
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Working
Fund
|
Page 3 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CLIMACOOL
CORP.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 4 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CLIMATE
MASTER, INC.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009580563
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
4003291308
|
P.O.
Box 26788
Oklahoma
City, OK
|
COD Account |
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll Account |
Page 5 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
EL
DORADO CHEMICAL COMPANY
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009580181
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
4025001220
|
P.O.
Box 26788
Oklahoma
City, OK
|
Workers
Comp Claim
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Cafeteria
Account
|
Regions
Bank
|
8010112512
|
100
East Peach
El
Dorado, AR
|
General
Account
|
The
Bank of Union
|
0000000
|
P.O. Box 249
Union City, OK
|
Claims Account |
The
Bank of Union
|
0000000
|
P.O. Box 249
Union City, OK
|
Employee
Benefits
|
The
Bank of Union
|
0000000
|
P.O. Box 249
Union City, OK
|
Admin Account |
Page 6 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(updated
October 26, 2007)
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 7 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009580110
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
4009580204
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll
|
BancFirst
|
400514958 |
P.O.
Box 26788
Oklahoma
City, OK
|
Operations
Fund
|
Page 8 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
KOAX
CORP.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009580136
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 9 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
LSB
CHEMICAL CORP.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009580071
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 10 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4003292284
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 11 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
TRISON
CONSTRUCTION, INC.
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
400521962
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Payroll
|
Page 12 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
4009586431
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Page 13 of
14
AMENDED
AND RESTATED
SCHEDULE
5.18
DEMAND
DEPOSIT ACCOUNTS
CHEROKEE
NITROGEN COMPANY
(updated
October 26, 2007)
Name
of
Institutions
|
Account
Number
|
Branch
Address
|
Description
of
Account
|
BancFirst
|
0000000000
|
P.O.
Box 26788
Oklahoma
City, OK
|
Operating
|
Colonial
Bank
|
8140017040
|
0000
0xx Xxxxxx
Xxxxxxxx,
XX
|
Xxxxx
Cash
|
Page 14 of
14
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
THERMACLIME
TECHNOLOGIES, INC.
(f/k/a
ACP INTERNATIONAL LIMITED)
(as of
September 30, 2007)
ThermaClime
Technologies, Inc. (f/k/a ACP International Limited) is indebted to the
following entities in the following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 1 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
THERMACLIME,
INC.
(f/k/a
CLIMACHEM, INC.)
(as of
September 30, 2007
ThermaClime,
Inc., f/k/a ClimaChem, Inc., is indebted to the following entities and in the
following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000
|
NA
|
12/2007
|
2.a. |
LSB
Industries, Inc.
|
$6,980,978
|
Semi-Annual
Int
|
12/31/2009
|
2.b. |
LSB
Industries, Inc.
|
$25,359,028
|
Semi-Annual
Int.
|
On Demand
|
2.c. |
LSB
Industries, Inc.
|
4,907,916
|
Semi-Annual
Int.
|
On
Demand
|
3. |
Northwest
Financial
Corporation
|
13,328,828
|
N/A
|
On Demand
|
4. |
CEPOLK
Holdings, Inc.
|
3,898,523
|
N/A
|
On Demand
|
5. |
El
Dorado Nitrogen, L.P.
|
25,734,720
|
N/A
|
On Demand
|
6. |
The
Climate Control Group, Inc.
|
$3,104,268
|
N/A
|
On Demand
|
Page 2 of
17
AMENDED
AND
RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CLIMACOOL
CORP.
(as of
September 30, 2007)
ClimaCool
Corp. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 3 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CLIMATECRAFT,
INC.
(as of
September 30, 2007)
ClimateCraft,
Inc. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
City
of Oklahoma City
|
$2,450,000
|
(1)
|
(1)
|
2. |
Summit
Machine Tool Manufacturing Corp.
|
$715,719
|
$9,350
|
12/01/2015
|
3. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
N/A
|
12/2007
|
(1)
|
Annual
payments are made to the City of Oklahoma City in the amount of $175,000
on August 1. The final payment, a balloon payment, in the
amount of $875,000 is due on 08/01/2017. Interest is paid
semi-annually.
|
*guarantee
Page 4 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CLIMATE
MASTER, INC.
(as of
September 30, 2007)
Climate
Master, Inc. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 5 of 17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
EL
DORADO CHEMICAL COMPANY
(as of
September 30, 2007)
El Dorado
Chemical Company ("EDC") is indebted to the following entities and in the
following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
EDC
guarantees the obligations of El Dorado Nitrogen, L.P. to Bayer Corporation in
connection with the nitric acid plant project in Baytown, Texas, including the
supply of such product.
Page 6 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
XPEDIAIR,
INC.
(f/k/a
THE ENVIRONMENTAL GROUP, INC.)
(as of
September 30, 2007)
XpediAir,
Inc. (f/k/a The Environmental Group, Inc.) is indebted to the following entities
and in the following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 7 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
INTERNATIONAL
ENVIRONMENTAL CORPORATION
(as of
September 30, 2007)
International
Environmental Corporation is indebted to the following entities and in the
following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
2. |
Amada
Capital
Corporation
|
$57,715
|
5,452.45
|
08/01/2008
|
*guarantee
Page
8 of 17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
KOAX
CORP.
(as of
September 30, 2007)
Koax
Corp. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 9 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
LSB
CHEMICAL CORP.
(as of
September 30, 2007)
LSB
Chemical Corp. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
2. |
DSN
Corporation
|
$275,773
|
N/A
|
On Demand
|
*guarantee
Page 10 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CHEMEX
I CORP.
(f/k/a
SLURRY EXPLOSIVE CORPORATION)
(as of
September 30, 2007)
Chemex I
Corp. (f/k/a Slurry Explosive Corporation) is indebted to the following entities
and in the following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 11 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
TRISON
CONSTRUCTION, INC.
(as of
September 30, 2007)
Trison
Construction, Inc. is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 12 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CHEMEX
II CORP.
(f/k/a
UNIVERSAL TECH CORPORATION)
(as of
September 30, 2007)
Chemex II
Corp. (f/k/a Universal Tech Corporation) is indebted to the following entities
and in the following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 13
of 17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
THE
CLIMATE CONTROL GROUP, INC.
(as of
September 30, 2007)
The
Climate Control Group, Inc. is indebted to the following entities and in the
following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
2. |
LSB
Industries, Inc.
|
$228,321
|
NA
|
On
Demand
|
*guarantee
Page 14 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
NORTHWEST
FINANCIAL CORPORATION
(as of
September 30, 2007)
Northwest
Financial Corporation is indebted to the following entities and in the following
amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 15 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CEPOLK
HOLDINGS, INC.
(f/k/a
THERMALCLIME, INC.)
(as of
September 30, 2007)
CEPOLK
Holdings, Inc. (f/k/a ThermalClime, Inc.) is indebted to the following entities
and in the following amounts:
Creditor
|
Amount
|
Monthly
Payments
|
Maturity
Date
|
1. |
Holders
of the ThermaClime, Inc.
Unsecured
Notes due 2007
|
$6,950,000*
|
NA
|
12/2007
|
*guarantee
Page 16 of
17
AMENDED
AND RESTATED
SCHEDULE
5.20
PERMITTED
INDEBTEDNESS
CHEROKEE
NITROGEN COMPANY
(as of
September 30, 2007)
[This
page intentionally left blank.]
Page 17 of
17
AMENDED
AND RESTATED
SCHEDULE
7.13
OTHER PERMITTED
INVESTMENTS
(as of
September 30, 2007)
1.
|
See
Schedules 5.8(b) and (c) for Equity
Interests.
|
2.
|
LSB
Holdings, Inc., a subsidiary of LSB Industries, Inc., is indebted to
ClimaCool Corp. in the principal amount of
$2,705,594.
|
3.
|
DSN
Corporation is indebted to ThermaClime, Inc. in the principal amount of
$18,784,414 less $4,500,000 (adjustment as of October 31,
2007).
|
AMENDED
AND RESTATED
SCHEDULE
7.14
AFFILIATE
TRANSACTIONS
(updated
October 26, 2007)
1.
|
Lease
Agreement between Prime Holdings Corporation (“PHC”) and International
Environmental Corporation (“IEC”) for property at 0000 Xxxx X-00,
XXX.
|
2.
|
Lease
Agreement between PHC and ThermaClime Technologies, Inc. (“TTI”) for
property at 0000 Xxxx X-00, XXX.
|
3.
|
Railcar
Services Agreement between Prime Financial Corporation (“PFC”) and El
Dorado Chemical Company (“EDC”).
|
4.
|
Industrial
Plant Lease between PFC and Climate Master, Inc. (“CLM”) for property at
0000 Xxxx Xxxxx Xxxxxxxxx, XXX.
|
5.
|
Equipment
Lease between IEC and PFC Re: Laser Center, 2 Pullmax Press Brakes and
accessories
|
6.
|
Equipment
Lease between IEC and PFC Re: Cabinet & Steel Rack w/ Amada Turret
Press Dies and shop carts with Amada Turret Punch Press
tooling.
|
7.
|
Equipment
Lease between IEC and PFC Re: Bolina Cut-to-Length, 2 Optiflex 110/08
Pullmax CNC Press Brakes, and 1 Vertical Xxxxxx Hairpin
Xxxxxx.
|
8.
|
Equipment
Lease between IEC and PFC Re: Trumpf Laser 3040
Plus.
|
9.
|
Equipment
Lease between IEC and PFC Re: T-Drill SP-55 Tube End
Spinner.
|
10.
|
Equipment
Lease between IEC and PFC Re: Security
System.
|
11.
|
Equipment
Lease between IEC and PFC Re: High Takt Assembly
Line.
|
12.
|
Equipment
Lease between CLM and PFC Re: IPCS
Equipment
|
13.
|
Equipment
Lease between CLM and PFC Re: Optima Press Brake and
accessories.
|
14.
|
Equipment
Lease between CLM and PFC Re: Amada Vipros 868 King, Turret Punch Press
and accessories.
|
15.
|
Equipment
Lease between CLM and PFC Re: ECI
equipment.
|
Page
1 of 4
16.
|
Equipment
Lease between CLM and PFC Re: 1996 Amada FCXBIII-8025 CNC Press
Brake.
|
17.
|
Equipment
Lease between CLM and PFC Re: Model HFB/1003/8 Amada Press
Brake.
|
18.
|
Equipment
Lease between CLM and PFC Re: Model HFB/1003/8 Amada Press
Brake.
|
19.
|
Equipment
Lease between CLM and PFC Re: Procix
equipment.
|
20.
|
Equipment
Lease between CLM and PFC Re: Trumpf 3040 Laser
System.
|
21.
|
Equipment
Lease between CLM and PFC Re: Trumpf 3040 Laser
System.
|
22.
|
Equipment
Lease between CLM and PFC Re: RAIDZone GangStor
System.
|
23.
|
Equipment
Lease between CLM and PFC Re: Blanking
Shear.
|
24.
|
Equipment
Lease between CLM and PFC Re: Amada 386 Xxxx, Vipros 30 CNC Turret
Punch
|
25.
|
Equipment
Lease between CLM and PFC Re: Optigun
equipment.
|
26.
|
Equipment
Lease between CLM and PFC Re: Xxxx Oak Copper
Cut.
|
27.
|
Equipment
Lease between CLM and PFC Re: Chiyoda SP-25ST Tube
xxxxxx
|
28.
|
Equipment
Lease between CLM and PFC Re: Amada FBD-125 Press
Brake.
|
29.
|
Equipment
Lease between CLM and PFC Re: Trumpf Laser L3040 Laser Cutting
Machine.
|
30.
|
Equipment
Lease between CLM and PFC Re: Trumpf Trulaser
3530.
|
31.
|
Equipment
Lease between CLM and PFC Re: Xxxxxxxxx Xxxx Nirvana Compressor
System.
|
32.
|
Equipment
Lease between CLM and PFC Re: Gamma Wire Processing
System.
|
33.
|
Equipment
Lease between CLM and PFC Re: Power Spray Stainless
Washer.
|
34.
|
Equipment
Lease between CLM and PFC Re: Three (3) Amada Press
Brakes.
|
35.
|
Equipment
Sublease between ClimateCraft, Inc. (“CLC”) and PFC for Trumpf Punching
Machine.
|
Page
2 of 4
36.
|
Equipment
Lease between CLC and PFC Re: 1999 Amada HFB 1254 Promecam CNC Press
Brake.
|
37.
|
Equipment
Lease between CLC and PFC Re: Trumpf Tooling
Set.
|
38.
|
Equipment
Lease between CLC and PFC Re: 2
Accushears.
|
39.
|
Equipment
Lease between CLC and PFC Re: Trumpf TC2020 Punch
Machine.
|
40.
|
Equipment
Lease between CLC and PFC Re: Amada CNC Hydraulic Press
Brake.
|
41.
|
Equipment
Lease between TTI and PFC Re: Continental Belt
Washer.
|
42.
|
Equipment
Lease between TTI and PFC Re: Xxxx Oak Fin
Die.
|
43.
|
Equipment
Lease between EDC and PFC Re: 2004 Chevy
Impala.
|
44.
|
Equipment
Lease between EDC and PFC Re: 2002 International Spreader
Truck.
|
45.
|
Plant
Equipment Lease between EDC and DSN Corporation
(“DSN”).
|
46.
|
Equipment
Lease between Trison Construction, Inc. (“Trison”) and PFC
Re: 2 Xxxx Deer Gators and 3 trailers with dove
tail.
|
47.
|
License
Agreement Between CLC and ClimateCraft Technologies,
Inc.
|
48.
|
Assignment
of Option to Purchase between CLM and PFC Re: CLM Facility Located at 0000
X.X. 44th Street, Oklahoma City from Raptor Master
LLC.
|
49.
|
Consulting
Agreements between LSB Chemical Corp. (“LSB Chemical”) and the following
affiliates.
|
a.
|
Summit
Machine Tool Manufacturing Corp.
(“Summit”)
|
b.
|
PFC
|
50.
|
Lease
Agreement between DSN and Northwest Financial
Corporation.
|
51.
|
Capital
Lease Agreement with Right of Transfer of Title between Summit and CLC for
CLC facility in OKC.
|
52.
|
Lease
of drilling equipment from LSB Holdings, Inc. to
Trison.
|
53.
|
Lease
of office space from SMC to TCI at 0000 XX 00xx Xxxxxx,
XXX.
|
54.
|
Lease
of office space from PFC to TCI at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx,
XXX.
|
Page
3 of 4
55.
|
Lease
of office space from PFC to LSB Chemical at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx,
XXX.
|
56.
|
Lease
of office space from SMC to The Climate Control Group, Inc. (“CCG”) at
0000 XX 00xx Xxxxxx, XXX.
|
57.
|
Lease
of office space from SMC to IEC at 0000 XX 00xx Xxxxxx,
XXX.
|
58.
|
Auto
rental from PFC to CCG.
|
59.
|
Services
Agreements between TCI and the following
subsidiaries:
|
a.
|
DSN
|
b.
|
El
Dorado Nitric Company
|
c.
|
El
Dorado Acid, LLC
|
d.
|
El
Dorado Acid II, LLC
|
60.
|
Please
refer to Amended and Restated Schedules E-1, 5.20 and
7.13.
|
Page 4 of
4