CLIMACHEM, INC.
as Issuer
THE GUARANTORS
named herein
and
BANK ONE, N.A.
As Trustee
_________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 8, 1999
_________________________
Supplementing and Amending the Indenture
Dated as of November 26, 1997
$105,000,000 10 3/4% Senior Notes Due 2007
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture, dated as of February 8, 1999, is
by and among ClimaChem, Inc., an Oklahoma corporation (the "Company"),
The Environmental Group, Inc., an Oklahoma corporation, International
Environmental Corporation, an Oklahoma corporation, Climate Master, Inc.,
a Delaware corporation, CHP corporation, an Oklahoma corporation, KOAX
Corp., an Oklahoma corporation, APR Corporation, an Oklahoma corporation,
Climate Mate, Inc., a corporation organized under the laws of Canada, The
Environmental Group International Limited, a corporation organized under the
laws of England, LSB Chemical Corp., an Oklahoma corporation, El Dorado
Chemical Company, an Oklahoma corporation, Slurry Explosive Corporation,
an Oklahoma corporation, Universal Tech Corporation, an Oklahoma corporation,
Total Energy Systems Limited, a corporation organized under the laws of
Queenstown, Australia, Total Energy Systems (NZ) Ltd., a corporation
organized under the laws of New Zealand, T.E.S. Mining Services Pty. Ltd.,
a corporation organized under the laws of Queensland, Australia, Northwest
Financial Corporation, an Oklahoma corporation, DSN Corporation, an Oklahoma
corporation (collectively, the "Guarantors"), Total Energy Systems
(International) Pty Ltd., a corporation organized under the laws of
Queensland, Australia ("TESI"), ClimateCraft, Inc., an Oklahoma corporation
("CLCR"), ACP Manufacturing Corp., an Oklahoma corporation ("ACP"),
ThermalClime, Inc., an Oklahoma corporation ("Thermal"), and Bank One,
N.A., as trustee (the "Trustee").
RECITALS
________
WHEREAS, the Company, the Guarantors and the Trustee are parties to
that certain Indenture, dated as of November 26, 1997, (the "Indenture"),
pursuant to which the 10 3/4% Senior Notes due 2007 (the "Notes") were
issued; and
WHEREAS, the Company was issued all of the issued and outstanding
shares of stock of CLCR, ACP and Thermal, thereby causing CLCR, ACP
and Thermal to be Wholly Owned Subsidiaries of the Company; and
WHEREAS, Total Energy Systems Limited, a Wholly Owned Subsidiary
of the Company, was issued all of the issued and outstanding shares of
stock of TESI, thereby causing TESI to be an indirect Wholly Owned
Subsidiary of the Company; and
WHEREAS, Section 11.5 of the Indenture provides that the Company
shall cause any person that becomes a Subsidiary of the Company or
any Guarantor to promptly execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary shall become
a Guarantor under Article 11 of the Indenture and shall guarantee the
Notes pursuant to the terms thereof; and
1
WHEREAS, capitalized terms used herein and not otherwise defined
are used as defined in the Indenture.
NOW, THEREFORE, in consideration of these premises and for other
good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company, the Guarantors, TESI, CLCR, ACP and
Thermal agree as follows for the benefit of each other, the Trustee
and the equal and ratable benefit of the Holders of the Notes, and
hereby amend and supplement the Indenture as follows:
Section 1. Addition of Guarantors. In accordance with Section
11.5 ofthe Indenture, TESI, CLCR, ACP and Thermal
each agree to become a Guarantor under Article 11
of the Indenture and hereby guarantees the Notes
pursuant to the terms thereof.
Section 2. Modification of Indenture. Upon the execution and
delivery of this First Supplemental Indenture, the
Indenture shall be modified to reflect the addition
of TESI, CLCR, ACP and Thermal as Guarantors under
the Indenture, and this First Supplemental Indenture
shall form a part of the Indenture for all purposes.
Section 3. Ratification. Except to the extent amended by or
inconsistent with this First Supplemental Indenture,
the Company, the Guarantors, TESI, CLCR, ACP, Thermal
and the Trustee hereby ratify and reconfirm the Indenture
in its entirety.
Section 4. Miscellaneous.
A. Counterparts. This First Supplemental Indenture
may be executed in any number of counterparts, each
of which so executed shall be an original, but all
such counterparts shall together constitute but one
and the same instrument.
B. Meaning of Terms. Any capitalized terms used in
this First Supplemental Indenture and not defined
herein shall have the meanings specified in the
Indenture, unless the context shall otherwise require.
C. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE
OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the date first above
written.
CLIMACHEM, INc.
By: /s/ Xxxxx X. Xxxxxx
_______________________________
Title: Vice President
___________________________
THE ENVIRONMENTAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
_______________________________
Title: Executive Vice President
___________________________
INTERNATIONAL ENVIRONMENTAL
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
______________________________
Title: Chief Executive Officer
___________________________
CLIMATE MASTER, INC.
By: /s/ Xxxxx X. Xxxxxx
______________________________
Title: Executive Vice President
___________________________
CHP CORPORATION
By: /s/ Xxxxx X. Xxxxxx
_____________________________
Title: President
__________________________
3
KOAX CORP.
By: /s/ Xxxxx X. Xxxxxx
_____________________________
Title: President
__________________________
APR CORPORATION
By: /s/ Xxxxx X. Xxxxxx
_____________________________
Title: President
__________________________
CLIMATE MATE, INC.
By: Xxxxx X. Xxxx
____________________________
Title: President
_________________________
THE ENVIRONMENTAL GROUP
INTERNATIONAL LIMITED
By: /s/ Xxxxx X. Xxxxxx
___________________________
Title: Director
________________________
LSB CHEMICAL CORP.
By: Xxxxx X. Xxxxxx
_________________________
Title: President
_______________________
EL DORADO CHEMICAL COMPANY
By: /s/ Xxxxx X. Xxxxxx
__________________________
Title: President
_______________________
4
SLURRY EXPLOSIVE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
__________________________
Title: Vice President
_______________________
UNIVERSAL TECH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
__________________________
Title: Vice President
_______________________
TOTAL ENERGY SYSTEMS LIMITED
By: /s/ Xxxxx X. Xxxxxx
___________________________
Title: Vice President
_________________________
TOTAL ENERGY SYSTEMS (NZ) LTD.
By: /s/ Xxxxx X. Xxxxxx
____________________________
Title: Director
_________________________
T.E.S. MINING SERVICES PTY. LTD.
By: /s/ Xxxxx X. Xxxxxx
____________________________
Title: Director
_________________________
NORTHWEST FINANCIAL
CORPORATION
By: /s/ Xxxxx X. Xxxx
____________________________
Title: Vice President
_________________________
5
DSN CORPORATION
By: /s/ Xxxxx X. Xxxxxx
___________________________
Title: President
TOTAL ENERGY SYSTEMS
(INTERNATIONAL) PTY LTD
By:
___________________________
Title: Director
_______________________
CLIMATECRAFT, INC.
By: /s/ Xxxxx X. Xxxxxx
_________________________
Title: Vice President
______________________
ACP MANUFACTURING CORP.
By: /s/ Xxxxx X. Xxxxxx
_________________________
Title: Vice President
______________________
THERMALCLIME, INC.
By /s/ Xxxxx X. Xxxxxx
__________________________
Title: President
_______________________
BANK ONE, N.A., AS TRUSTEE
By: /s/ Xxxxx X. Xxxx
_________________________
Title: Authorized Signer
_______________________
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GUARANTEE
For value received, ThermalClime, Inc., an Oklahoma company, hereby
irrevocably, unconditionally guarantees on a senior basis to the Holder of
the Security upon which this Guarantee is endorsed the due and punctual
payment, as set forth in the Indenture pursuant to which such Security
and this Guarantee were issued, of the principal of, premium (if any) and
interest on such Security when and as the same shall ecome due and payable
for any reason according to the terms of such Security and Article XI of the
Indenture. The Guarantee of the Security upon which this Guarantee is
endorsed will not become effective until the Trustee signs the Certificate
of authentication on such Security.
THERMALCLIME, INC.
By: /s/ Xxxxx X. Xxxxxx
___________________________
Name: Xxxxx X. Xxxxxx
_________________________
Title: President
__________________________
