ANHYDROUS AMMONIA SALES AGREEMENTAnhydrous Ammonia Sales Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals • Kansas
THIS AGREEMENT is entered into and made effective December 9, 2002, between KOCH NITROGEN COMPANY, a Nebraska corporation, with principal offices at 4111 East 37th Street North, Wichita, Kansas 67220 (herein called "Koch") and EL DORADO CHEMICAL COMPANY, an Oklahoma corporation, with principal offices at 16 S. Pennsylvania, Oklahoma City, Oklahoma 73107 (herein called "Buyer"); WITNESSETH: WHEREAS, the parties entered into previous agreements dated effective June 30, 2001 and January 4, 2002, ("the Previous Agreements") and it is their intent to terminate the Previous Agreements (except as specifically set forth herein) and replace them with this agreement ("this Agreement"); and WHEREAS, as specified in this Agreement, Buyer and Koch desire to enter into an anhydrous ammonia sales agreement under which Koch agrees to supply to Buyer and Buyer agrees to purchase from Koch 100% of its anhydrous ammonia Product Requirements, as set forth herein; and WHEREAS, as specified in
WARRANT AGREEMENT Between LSB Industries, Inc. and Jayhawk Institutional Partners, L.P. Warrants for 112,500 Shares of Common Stock of LSB Industries, Inc. March 25, 2003 WARRANT AGREEMENTWarrant Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals • Delaware
THIS WARRANT AGREEMENT ("Agreement") is made effective as of March 25, 2003, between LSB INDUSTRIES, INC., a Delaware corporation (the "Company"), and JAYHAWK INSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership ("Jayhawk"), as a holder of the Warrants. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of Warrants (as defined below). 1. Background. Pursuant to the Subscription Agreement, dated March 25, 2003, by and between the Company and Jayhawk, the Company has agreed to issue 112,500 warrants (the "Warrants") described herein. Each Warrant will entitle its Holder, as defined herein, to purchase at any time prior to the Expiration Date (as herein defined), at the option of the Holder, one share of Common Stock (as herein defined), subject to adjustment as provided herein, at the Exercise Price (as herein defined), and on the terms and conditions and pursuant to the provisions hereinafter set forth. 2. D
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") is made and entered into as of the 28th day of February, 2003, by and among ClimaChem, Inc. ("ClimaChem"), an Oklahoma corporation, each of the subsidiaries of ClimaChem identified on the signature pages hereof as a guarantor (such subsidiaries, together with ClimaChem, each a "Credit Party", and collectively, the "Credit Parties"), each Purchaser identified on the signature pages hereof (collectively, the "Purchasers") and Guggenheim Investment Management, LLC, as collateral agent (the "Collateral Agent"), with reference to the following: WHEREAS, LSB Industries, Inc., a Delaware corporation, as guarantor, ClimaChem, as Issuer, each of Credit Parties that are subsidiaries of ClimaChem, as guarantors, the Purchasers and Collateral Agent entered into that certain Securities Purchase Agreement, dated as of May 24, 2002, as amended by that certain letter agreement dated July 10, 2002 (the "Securities Purchase A
SUBSCRIPTION AGREEMENTSubscription Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals • Delaware
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered on this 25th day of March 2003, by and between LSB INDUSTRIES, INC., a Delaware corporation (the "Company"), and JAYHAWK INSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership (the "Subscriber"). WHEREAS, the Company's common stock, par value $0.10 per share (the "Common Stock"), is traded and quoted on the OTC Bulletin Board, and the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has been subject to such filing requirements for the past ninety (90) days. WHEREAS, the general partner of Subscriber is Jayhawk Capital Management, L.L.C., a Delaware limited liability company ("Jayhawk"), which is also the general partner of Jayhawk Investments, L.P., a Delaware limited partnership ("Jayhawk Investments"). The manager of Jayhawk is Kent C. McCarthy ("Mr. McCarthy" and, together with Subscriber, Jayhawk and Jayhawk Investme
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals • New York
FOURTH AMENDMENT, dated as of March 3, 2003 (the "Amendment"), to the Loan and Security Agreement dated as of April 13, 2001, as amended by the First Amendment dated as of August 3, 2001, the Second Amendment dated as of May 24, 2001 and the Third Amendment dated as of November 18, 2002 (the "Loan Agreement"), by and among (i) LSB INDUSTRIES, INC., a Delaware corporation (the "Parent"), CLIMACHEM, INC., an Oklahoma corporation ("ClimaChem"), and each of the Subsidiaries of ClimaChem identified on the signature pages thereof (such Subsidiaries, together with ClimaChem, each a "Borrower", and collectively, the "Borrowers"), (ii) the lenders identified on the signature pages thereof (each a "Lender" and collectively the "Lenders") and (iii) FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (the "Agent"). WHEREAS, the Borrowers have requested the Agent and Lenders to amend the Loan Agreement to, among other things, provide f
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2003 • LSB Industries Inc • Industrial inorganic chemicals • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March 25, 2003, among LSB INDUSTRIES, INC., a Delaware corporation (the "Company"), KENT C. McCARTHY, an individual ("McCarthy"), JAYHAWK CAPITAL MANAGEMENT, L.L.C., a Delaware limited liability company ("Jayhawk Capital"), JAYHAWK INVESTMENTS, L.P., a Delaware limited partnership ("Jayhawk Investments"), and JAYHAWK INSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership ("Jayhawk Institutional"). McCarthy, Jayhawk Capital, Jayhawk Investments, and Jayhawk Institutional are collectively, the "Jayhawk Group". WHEREAS, the general partner of Jayhawk Institutional is Jayhawk Capital, which is also the general partner of Jayhawk Investments, and McCarthy is the manager of Jayhawk Capital; WHEREAS, pursuant to a Subscription Agreement (the "Subscription Agreement") and a Warrant Agreement (the "Warrant Agreement"), each dated as of the date hereof, between the Company and Jayhawk Institutional, the Company has agreed to issue to Ja
ClimaChem, Inc. 16 South Pennsylvania Oklahoma City, OK 73107 405-235-4546 Fax: 405-236-1209 March 3, 2003 Todd L. Boehly, Managing Director Guggenheim Partners 135 East 57th Street, 9th Floor New York, New York 10022LSB Industries Inc • April 2nd, 2003 • Industrial inorganic chemicals
RE: Securities Purchase Agreement (the "SPA"), dated as of May 24, 2002, as amended, by and among ClimaChem, Inc. ("ClimaChem"), certain subsidiaries of ClimaChem, LSB Industries, Inc., as guarantor, the Purchasers identified therein and Guggenheim Investment Management, LLC, as Collateral Agent 9;
