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 WELLS 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 | | |
| Schedule 2.7(a) | | Cash Management Banks | | |
| Schedule 3.1(m) | | Collateral Access Locations | | |
| Schedule 5.5 | | Locations of Inventory and Equipment | | |
| Schedule 5.7 | | Chief Executive Office; FEIN | | |
| Schedule 5.8(b) | | Capitalization of Borrowers | | |
| Schedule 5.8(c) | | Capitalization of Borrowers’ Subsidiaries | | |
| Schedule 5.10 | | Litigation | | |
| Schedule 5.14 | | Environmental Matters | | |
| Schedule 5.16 | | Intellectual Property | | |
| Schedule 5.18 | | Demand Deposit Accounts | | |
| Schedule 5.20 | | Permitted Indebtedness | | |
| Schedule 7.4(b) | | (intentionally left blank) | | |
| Schedule 7.13 | | Other Permitted Investments | | |
| Schedule 7.14 | | 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 Annex I 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
_______________
WELLS FARGO FOOTHILL, INC.,
AS AGENT
By:___________________________
Title:________________________
ANNEX 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 Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders. |
| 3. | Date of Assignment Agreement: | | |
| 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 | | % |
| 6. | Notice and Payment Instructions, etc. |
By: ____________________________ Title: ___________________________ | By: _____________________________ Title: ____________________________ |
[ASSIGNOR] By: ____________________________ Title: ___________________________ | [ASSIGNEE] By: _____________________________ Title: ____________________________ |
Accepted:
WELLS FARGO FOOTHILL, INC., as Agent
By: ______________________________
Title: _____________________________
EXHIBIT C-1
(Form of Compliance Certificate)
[on Borrowers’ letterhead]
To: Wells Fargo Foothill, Inc., as Agent
under the below-referenced Loan Agreement
2450 Colorado Avenue, Suite 3000 West
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 Wells 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
Wells Fargo Foothill, Inc., as Agent
under the below referenced Loan Agreement
2450 Colorado Place
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 Wells 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:
WELLS FARGO FOOTHILL, INC.,
as Agent
By: ______________________________
Name: ____________________________
Title: _____________________________
Schedule C-1
Commitments
| | | | | | | | | | |
| Lender | | Revolver
Commitment | | Term Loan
Sub-facility
Commitment* | | Total Commitment |
| Wells 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.]
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.]
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
CLIMACOOL CORP.
(updated October 26, 2007)
Inventory is located at:
| 1. | 518 North Indiana, Oklahoma City, OK 73106 (Landlord: Summit Machine Tool Manufacturing Corp.) |
| 2. | 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Sublessor: Climate Master, Inc.) |
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
CLIMATE MASTER, INC.
(updated October 26, 2007)
Inventory is located at:
| 1. | 7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179 (Landlord: Raptor Master LLC). |
| 2. | 4700 West Point Boulevard , Oklahoma City, Oklahoma 73179 (Landlord: Prime Financial Corporation) |
| 3. | 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord: Summit Machinery Company) |
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
CLIMATECRAFT, INC.
(updated October 26, 2007)
Inventory is located at:
| 1. | 1427 Northwest 3rd Street, Oklahoma City, Oklahoma 73106. (Landlord: Summit Machine Tool Manufacturing Corp.) |
| 2. | 1601 Northwest 4th Street, Oklahoma City, Oklahoma 73106. (Landlord: Summit Machine Tool Manufacturing Corp.) |
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
Inventory is located at 1080 Industrial Drive, Cherokee, Alabama 35616 (Landlord: Cherokee Nitrogen Holdings, Inc.)
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)
Inventory is located at:
| 1. | Bryan, 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. | Cooper, Delta County, Texas 75432 (Landlord: NWF) |
| 5. | Newbern, Dyer County, Tennessee 38059 (Landlord: NWF) |
| 6. | Whiteright, Grayson County, Texas 75491 (Landlord: NWF) |
| 7. | Tyler, Smith 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, Henderson County, Texas 75751 |
| 12. | Corsicana, Navarro County, Texas 75151 (Landlord: NWF) |
| 13. | Marquez, Leon County, Texas 77865 (Landlord: Union Pacific) |
| 14. | Terrell, Kaufman County, Texas 75160 (Landlord: NWF) |
| 15. | Cherokee, Alabama 35616 (Landlord: Cherokee Nitrogen Holdings, Inc.) |
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)
| 1. | Inventory is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Prime Holdings Corporation). |
| 2. | Inventory is located at 4931 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 3. | Inventory is located at 4925 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 4. | Inventory is located at 4929 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 5. | Inventory is located at 4927 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 6. | Inventory is located at 4921 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 7. | Inventory is located at 4919 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 8. | Inventory is located at 2801 SW 15th Street, Oklahoma City, Oklahoma 73128 (Landlord: Absolute Delivery Service, LLC). |
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
KOAX CORP.
(updated October 26, 2007)
Inventory is located at 510 North Indiana, Oklahoma City, Oklahoma 73106 (Landlord: LSB Industries, Inc.).
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
LSB CHEMICAL CORP.
(updated October 26, 2007)
[This page intentionally left blank.]
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.]
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
Inventory is located at 4000 Northwest 39th Street, Oklahoma City, OK 73112 (Landlord: Summit Machinery Company)
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 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Prime Holdings Corporation)
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 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord: Summit Machinery Company)
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 bailor 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: Burr 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 |
| 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 Bailor, assigned to Park National Bank Collateral: One (1) Chiyoda SP-25ST 3 Axis Tube Bender 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: Ingersoll-Rand 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 1-528324-1 and all accessories and attachments thereto. |
| 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 HFB010030 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 King, 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 |
| 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 Bender 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 (Burr 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 Bender 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 bailor Collateral: All of bailor’s 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 bailor 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 |
| 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 bender; 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 C11020010, 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 |
| Name of Obligor | Description of Secured Indebtedness |
| Koax Corp (operating lease) | Secured Party: Intrust Bank Collateral: LSE 1751964 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. |
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CLIMACOOL CORP.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CLIMATECRAFT, INC.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CLIMATE MASTER, INC.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
KOAX CORP.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
LSB CHEMICAL CORP.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
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 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128. (Landlord: Prime Holdings Corporation)
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)
NONE
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
CLIMACOOL CORP.
(updated October 26, 2007)
| 1. | Equipment and/or inventory is located at 518 North Indiana, Oklahoma City, OK 73106 (Landlord: Summit Machine Tool Manufacturing Corp.) |
| 2. | Equipment and/or inventory is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Sublessor: Climate Master, Inc.) |
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
CLIMATECRAFT, INC.
(updated October 26, 2007)
| 1. | Equipment and/or inventory is located at 1427 Northwest 3rd Street, Oklahoma City, Oklahoma 73106. (Landlord: Summit Machine Tool Manufacturing Corp.) |
| 2. | Equipment and/or inventory is located at 1601 Northwest 4th Street, Oklahoma City, Oklahoma 73106. (Landlord: Summit Machine Tool Manufacturing Corp.) |
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 7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179 (Landlord: Raptor Master LLC). |
| 2. | Equipment and/or inventory is located at 4700 West Point Boulevard, Oklahoma City, Oklahoma 73179 (Landlord: Prime Financial Corporation). |
| 3. | Equipment and/or inventory is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord: Summit Machinery Company). |
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)
| 1. | Bryan, 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. | Cooper, Delta County, Texas 75432 (Landlord: NWF) |
| 5. | Newbern, Dyer County, Tennessee 38059 (Landlord: NWF) |
| 6. | Whiteright, Grayson County, Texas 75491 (Landlord: NWF) |
| 7. | Tyler, Smith County, Texas 75706 (Landlord: NWF) |
| 8. | Itasca, Hill County, Texas 76055 (Landlord: NWF) |
| 9. | Corsicana, Navarro County, Texas 75151 (Landlord: NWF) |
| 10. | Marquez, Leon County, Texas 77865 (Landlord: Union Pacific) |
| 11. | Terrell, Kaufman County, Texas 75160 (Landlord: NWF) |
| 12. | Cherokee, Alabama 35616 (Landlord: Cherokee Nitrogen Holdings, Inc.) |
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 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord: Summit Machinery Company)
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 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Prime Holdings Corporation). |
| 2. | Equipment and/or inventory is located at 4931 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 3. | Equipment and/or inventory is located at 4925 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 4. | Equipment and/or inventory is located at 4929 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 5. | Equipment and/or inventory is located at 4927 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 6. | Equipment and/or inventory is located at 4921 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 7. | Equipment and/or inventory is located at 4919 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ). |
| 8. | Equipment and/or inventory is located at 2801 SW 15th Street, Oklahoma City, Oklahoma 73128 (Landlord: Absolute Delivery Service, LLC). |
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
KOAX CORP.
(updated October 26, 2007)
Equipment and/or inventory is located at 510 North Indiana, Oklahoma City, Oklahoma 73106 (Landlord: LSB Industries, Inc.).
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
LSB CHEMICAL CORP.
(updated October 26, 2007)
NONE
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)
NONE
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
Equipment and/or inventory is located at 4000 Northwest 39th Street, Oklahoma City, OK 73112 (Landlord: Summit Machinery Company)
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)
NONE
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
Equipment and/or inventory is located at 1080 Industrial Drive, Cherokee, Alabama 35616 (Landlord: Cherokee Nitrogen Holdings, Inc.)
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
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
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY
CLIMACOOL CORP.
(updated October 26, 2007)
Please refer to Amended and Restated Schedule E-1
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY
CLIMATECRAFT, INC.
(updated October 26, 2007)
Please refer to Amended and Restated Schedule E-1
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
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
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
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
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY
KOAX CORP.
(updated October 26, 2007)
Please refer to Amended and Restated Schedule E-1
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
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
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
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
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
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 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128. |
| 2. | TTI’s FEIN is 73-1553910. |
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 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107. |
| 2. | TCI’s FEIN is 73-1528549. |
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 4000 NW 39th Street, Oklahoma City, Oklahoma 73112. |
| 2. | ClimaCool’s FEIN is 73-1409358. |
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 518 North Indiana, Oklahoma City, Oklahoma 73106. |
| 2. | ClimateCraft’s FEIN is 73-1207959. |
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 7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179. |
| 2. | CM’s FEIN is 93-0857025. |
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 16 South Pennsylvania, Oklahoma City, Oklahoma 73107. |
| 2. | EDC’s FEIN is 73-1183488. |
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 4000 N.W. 39th Street, Oklahoma City, Oklahoma 73112. |
| 2. | XPA’s FEIN is 73-1431586. |
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 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128. |
| 2. | IEC’s FEIN is 73-0754306. |
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 510 North Indiana, Oklahoma City, Oklahoma 73106. |
| 2. | Koax’s FEIN is 73-1284158. |
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 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107. |
| 2. | LSBCC’s FEIN is 73-1207958. |
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 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107. |
| 2. | Chemex I=s FEIN is 73-1330903. |
AMENDED AND RESTATED
SCHEDULE 5.7
CHIEF EXECUTIVE OFFICE; FEIN
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
| 1. | Trison Construction, Inc.’s (“Trison”) chief executive office is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112. |
| 2. | Trison’s FEIN is 73-1538285. |
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 16 South Pennsylvania, Oklahoma City, Oklahoma 73107. |
| 2. | Chemex II’s FEIN is 73-1364261. |
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 16 South Pennsylvania, Oklahoma City, Oklahoma 73107. |
| 2. | CNC’s FEIN is 41-2115998. |
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
COPYRIGHTS
NONE
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
AMENDED AND RESTATED
SCHEDULE 5.16
INTELLECTUAL PROPERTY
CLIMACOOL CORP.
(updated October 26, 2007)
PATENTS
NONE
TRADEMARKS
COPYRIGHTS
NONE
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
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 | |
TRADEMARKS
Mark | Serial/Reg. No. | Place of Registration | Issue Date |
| | "Climate Master (& Design)" | 2,139,570 | United States | 02/24/98 |
| "Climate Master (& Design)" | | Canada | |
| "Climate Master" | | Czech Republic | |
| "Climate Master" | | Slovak Republic | |
TRADEMARKS
Mark | Serial/Reg. No. | Place of Registration | Issue Date |
| "Paradigm" | 2,112,244 | United States | |
| | 2,994,583 | United States | 09/13/05 |
COPYRIGHTS
NONE
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)" | | United States | |
COPYRIGHTS
NONE
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 |
* 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
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" | | United States | |
TRADEMARKS
Mark | Serial/Reg. No. | Place of Registration | Issue Date |
| | "International Environmental Corporation (& IE Design)" | 1,569,505 439970 292/85 | United States Mexico Saudi Arabia | |
| "International Environmental" | | United Kingdom Hong Kong | |
| | IEC International Environmental (& Design) | | United States | |
| | "IE (Stylized)" | | United States | |
| "Air Coil Technologies" | | United States | |
| | “UV Ultrashield” | 2,660,647 | United States | |
NONE
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 |
COPYRIGHTS
NONE
AMENDED AND RESTATED
SCHEDULE 5.16
INTELLECTUAL PROPERTY
LSB CHEMICAL CORP.
(updated October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
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
AMENDED AND RESTATED
SCHEDULE 5.16
INTELLECTUAL PROPERTY
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
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
AMENDED AND RESTATED
SCHEDULE 5.16
INTELLECTUAL PROPERTY
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
PATENTS
NONE
TRADEMARKS
NONE
COPYRIGHTS
NONE
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 | | |
| BancFirst | 4005107842 | P.O. Box 26788 Oklahoma City, OK | Operating |
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 | | |
| BancFirst | 400519526 | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | 4005026745 | P.O. Box 26788 Oklahoma City, OK | Payroll |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
CLIMATECRAFT, INC.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | 400526026 | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | 4005097502 | P.O. Box 26788 Oklahoma City, OK | Payroll |
| BancFirst | 4005059015 | P.O. Box 26788 Oklahoma City, OK | Working Fund |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
CLIMACOOL CORP.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | 4005042554 | P.O. Box 26788 Oklahoma City, OK | Operating |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
CLIMATE MASTER, INC.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | 4009580563 | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | 4003291308 | P.O. Box 26788 Oklahoma City, OK | COD Account |
| BancFirst | 4005107710 | P.O. Box 26788 Oklahoma City, OK | Payroll Account |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | 4009580181 | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Workers Comp Claim |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Payroll |
| BancFirst | 4005107338 | P.O. Box 26788 Oklahoma City, OK | Cafeteria Account |
| | 100 East Peach El Dorado, AR | General Account |
| The Bank of Union | 1108810 | P.O. Box 249 Union City, OK | Claims Account |
| The Bank of Union | 1108802 | P.O. Box 249 Union City, OK | Employee Benefits |
| The Bank of Union | 1108828 | P.O. Box 249 Union City, OK | Admin Account |
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 | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | 4009580110 | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | 4009580204 | P.O. Box 26788 Oklahoma City, OK | |
| BancFirst | 400514958 | P.O. Box 26788 Oklahoma City, OK | Operations Fund |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
KOAX CORP.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
LSB CHEMICAL CORP.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
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 | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | |
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 | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
AMENDED AND RESTATED
SCHEDULE 5.18
DEMAND DEPOSIT ACCOUNTS
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
Name of Institutions | Account Number | | |
| BancFirst | | P.O. Box 26788 Oklahoma City, OK | Operating |
| | 1045 1st Street Cherokee, AL | |
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
| 3. | Northwest Financial Corporation | | N/A | |
| 5. | El Dorado Nitrogen, L.P. | | N/A | |
| 6. | The Climate Control Group, Inc. | | N/A | |
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
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:
| 2. | Summit Machine Tool Manufacturing Corp. | | | |
| 3. | Holders of the ThermaClime, Inc. Unsecured Notes due 2007 | | N/A | |
| (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
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*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.
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | �� NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
| 2. | Amada Capital Corporation | | 5,452.45 | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
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:
| 1. | Holders of the ThermaClime, Inc.Unsecured Notes due 2007 | | NA | |
*guarantee
AMENDED AND RESTATED
SCHEDULE 5.20
PERMITTED INDEBTEDNESS
CHEROKEE NITROGEN COMPANY
(as of September 30, 2007)
[This page intentionally left blank.]
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 5000 West I-40, OKC. |
| 2. | Lease Agreement between PHC and ThermaClime Technologies, Inc. (“TTI”) for property at 5000 West I-40, OKC. |
| 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 4700 West Point Boulevard, OKC. |
| 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 Bender Hairpin Bender. |
| 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. |
| 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 King, Vipros 30 CNC Turret Punch |
| 25. | Equipment Lease between CLM and PFC Re: Optigun equipment. |
| 26. | Equipment Lease between CLM and PFC Re: Burr Oak Copper Cut. |
| 27. | Equipment Lease between CLM and PFC Re: Chiyoda SP-25ST Tube bender |
| 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: Ingersoll Rand 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. |
| 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: Burr 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 John 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 7300 S.W. 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”) |
| 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 4000 NW 39th Street, OKC. |
| 54. | Lease of office space from PFC to TCI at 16 South Pennsylvania Avenue, OKC. |
| 55. | Lease of office space from PFC to LSB Chemical at 16 South Pennsylvania Avenue, OKC. |
| 56. | Lease of office space from SMC to The Climate Control Group, Inc. (“CCG”) at 4000 NW 39th Street, OKC. |
| 57. | Lease of office space from SMC to IEC at 4000 NW 39th Street, OKC. |
| 58. | Auto rental from PFC to CCG. |
| 59. | Services Agreements between TCI and the following subsidiaries: |
| b. | El Dorado Nitric Company |
| d. | El Dorado Acid II, LLC |
| 60. | Please refer to Amended and Restated Schedules E-1, 5.20 and 7.13. |
