SECURITY AGREEMENT - Investment Property
Date of Agreement
Effective April 21,
2000
Debtor Name and Address Lender Name and Address
PRIME FINANCIAL CORPORATION STILLWATER NATIONAL BANK AND
16 South Pennsylvania Ave TRUST COMPANY
Oklahoma City, OK 73107 6305 Waterford Blvd., Suite 205
Oklahoma City, OK 73118
As of the date indicated above, the undersigned Debtor and the
undersigned Lender agree as follows:
I. GRANT OF A SECURITY INTEREST. For value received, the
Undersigned (hereinafter individually referred to as "Debtor")
hereby grants to Lender named above a security interest in the
property described in Paragraph II, which property is hereinafter
referred to collectively as "Collateral". This security interest
is given to secure all the obligations of the Debtor to Lender as
more fully set forth in Paragraphs IV and V hereof.
II. COLLATERAL.
A. The Collateral shall include all Investment Property and
the proceeds thereof as currently defined or may
hereafter be defined in the Oklahoma Uniform Commercial
Code, including, but not limited to , all issued and
outstanding shares of common stock owned or held by
Debtor in LSB Industries, Inc., represented by the
certificates described in Exhibit "A" attached hereto
and made a part hereof and all proceeds.
B. OWNERSHIP OF COLLATERAL. Debtor warrants that the
Collateral is currently owned by Debtor..
C. LOCATION OF COLLATERAL. Debtor shall deliver the
certificates identified on Exhibit A on the date it signs
this Security Agreement.
III. ADDRESS OF DEBTOR. Debtor warrants that the address shown
above is now or will become Debtors principal place of business
and the location of its book keeping and the location of its
accounts. Debtor agrees to notify Lender Promptly of any Change
in address.
IV. OBLIGATIONS OF DEBTOR SECURED BY THIS AGREEMENT. The
security interest herein granted is given to secure all of the
obligations of Debtor to Lender including: A. The performance of
all agreements, covenants and warranties of the Debtor as set
forth in this or any other agreement between the parties; B. The
payment of Debtor's obligations under its Guaranty Agreement of
even date herewith, wherein it guarantees the payment of the
indebtedness, as therein defined, of SBL CORPORATION; C. All
expenditures by Lender involving the performance of or
enforcement of any agreement, covenant or warranty provided for
by this or any other agreement between the parties; and D. All
costs, attorney's fees and other expenditures of Lender in the
collection and enforcement of any obligation or liability of
Debtor to Lender and in the collection and enforcement of or
realization upon any of the Collateral.
V. ADDITIONAL PROVISIONS. Debtor agrees to the Additional
Provisions set forth on pages 3-5 hereof, the same being
incorporated herein by reference.
Lender Name and Address Debtor Signature
Stillwater National Bank and PRIME FINANCIAL CORPORATION
Trust Company
6305 Waterford Blvd, Suite
205 By:
Oklahoma City, OK 73118
ADDITIONAL PROVISIONS
DEBTOR EXPRESSLY WARRANTS, COVENANTS AND AGREES
WARRANTIES AND COVENANTS
A. RECORDS AND INFORMATION
1. Financial Information. All loan applications, balance
sheets, earnings statements, other financial information and
other representations which have been, or may hereafter be,
furnished to Lender to induce it to enter into or continue a
financial transaction with Debtor fairly represent the financial
condition of Debtor as of the date and the period shown therein,
and all other information, reports, documents, papers and data
furnished to Lender are or shall be, at the time furnished,
accurate and correct in all material respects and complete
insofar as completeness may be necessary to give Lender a true
and accurate knowledge of the subject matter. There has been no
material change in the financial condition of Debtor since the
effective date of the last furnished financial information which
has not been reported to Lender in writing.
2. Furnishing of Information on Collateral. Debtor will
furnish Lender information adequate to identify with accuracy all
collateral in a form and substance and at times as may be
requested by Lender. Debtor will execute such documents as
Lender may from time to time require to enable Lender to perfect
the security interest granted hereby and to receive proceeds of
and distributions from or interests in the Collateral.
3. Books and Records - Right of Audit. Debtor will at all
times maintain accurate books and records covering the
Collateral. Immediately upon the execution of this Agreement and
thereafter, Debtor will mark all books and records with an entry
showing the security interest of Lender in the Collateral in
which Lender has a security interest.
Lender is hereby given the right and privilege of making such
inspections of the Collateral as it deems necessary and of
auditing or causing an audit or verification of the books and
records of the Debtor relating to the Collateral at any time and
from time to time, including the contacting of customers or
suppliers of Debtor in connection with such audit or
verification. Debtor agrees to assist Lender in every way
necessary to facilitate such audits, verifications and
inspections.
4. Location of Records and Inventory. Debtor shall give Lender
written notice of each office or location of Debtor at which
records of Debtor pertaining to accounts and other Collateral are
kept, and of the location of each place of business and of its
chief executive office, of the location at which inventory is or
will be kept, and of any changes or discontinuances in said
office, offices, location or locations. Debtor shall not be
under requirement to give such notice if all inventory and all
records of Debtor pertaining to the Collateral are kept and shall
be kept at Debtor's address shown herein, and if such address is
Debtor's chief executive office.
B. LIEN STATUS, INSURANCE AND ORDINARY COURSE DESCRIPTION
1.Ownership Free of Encumbrances. Except for the security
interest granted hereby, Debtor now owns the Collateral free from
any prior liens, security interests or encumbrances, and Debtor
warrants title to and will defend the Collateral against all
claims and demands of persons claiming any interest therein
adverse to the Lender. Debtor will not permit any liens or
security interests other than the Lender's security interest to
attach to any of the Collateral, will not permit the Collateral
to be levied upon or attached under any legal process, or permit
any other thing to be done that may impair the value of the
Collateral or the security interest afforded hereby.
2. Sale, Lease or Disposition of Collateral Prohibited. Debtor
shall not sell, transfer, exchange or otherwise dispose of the
Collateral or any part thereof or the Debtor's rights therein
without first obtaining the prior written consent of Lender. The
consent of Lender may be conditioned upon any requirements which
the Lender deems to be for its protection; and it is understood
and agreed that such consent will not be deemed to be effective
unless and until such requirements and conditions have been
fulfilled.
3. Financing Statement. No Financing Statement, or other
instrument of encumbrance, covering Collateral is on file in any
public office. Debtor agrees to join with Lender in executing
one or more Financing Statements, or other instrument of
encumbrance, in form satisfactory to Lender, in order to perfect,
or to continue perfection of, the security interest of Lender
which may arise hereunder.
4. Taxes. Debtor shall promptly pay any and all taxes,
assessments and license fees with respect to the Collateral or
the use of the Collateral.
C. PROCEEDS
3. Promissory Notes, Chattel Paper, Instruments and Documents.
If any of the Collateral is or becomes evidenced by promissory
notes, trade acceptances, chattel paper, documents or other
instruments or writings for the payment of money, whether by
reason of the disposition of inventory, the collection of any
account or for any other reason, Debtor shall immediately deliver
and pledge same to Lender, appropriately assigned or endorsed to
the order of the Lender. Regardless of the form of such
assignment or endorsement, Debtor hereby waives presentment,
demand, notice of dishonor, protest and notice of protest, and
all other notices with respect thereto.
EVENTS OF DEFAULT
Debtor shall be in default under this Agreement upon the
happening of any of the following events or conditions, herein
called "Events of Default":
1. Any warranty, covenant, agreement, representation, financial
information or statement made or furnished to Lender by or in
behalf of Debtor to induce Lender to enter into this Agreement,
or in conjunction therewith, is violated or proves to have been
false in any material respect when made or furnished.
2. Any payment required hereunder is not made when due or in
accordance with terms of the applicable contract.
3. Debtor defaults in the performance of any covenant,
obligation, warranty or provision contained herein.
4. The occurrence of any event or condition which results in
acceleration of the maturity of the obligation of Debtor to
Lender provided herein.
5. The making of any levy against or seizure, garnishment or
attachment of any Collateral, the consensual encumbrance thereof
by Debtor, or the sale, lease or other disposition of Collateral
by Debtor without the prior written consent of Lender as required
elsewhere in this Agreement, except inventory sold in the
ordinary course of business.
6. Any time Lender in its sole discretion believes the prospect
of payment or performance of any liability, covenant, warranty or
obligation secured hereby is impaired.
7. The death, dissolution, termination of existence or
insolvency of Debtor, the appointment of a receiver over any part
of Debtor's property or any part of the Collateral, an assignment
for the benefit of creditors, or the commencement of any
proceeding under any bankruptcy or insolvency law by or against
Debtor or any guarantor or surety for Debtor.
REMEDIES
Upon the occurrence of an Event of Default, and at any time
thereafter, Lender may at its option and without notice or demand
to Debtor except as otherwise provided by law exercise any and
all rights and remedies provided by the Uniform Commercial Code
of the state of Oklahoma as well as all other rights and remedies
possessed by Lender, including, but not limited to:
1. Declare all liabilities secured hereby immediately due and
payable, and/or proceed to enforce payment and performance of all
liabilities secured hereby.
2. Possess all books and records evidencing or pertaining to
the Collateral, and for this purpose Lender is hereby given
authority to enter into and upon any premises at which such books
and records or any part of them may be situated, and to remove
them.
money at the time of any acceleration upon default even though
such charges made are entered on the Lender's books subsequent
thereto.
3. Transfer any of the Collateral or evidence thereof into its
own name or that of a nominee and receive the proceeds therefrom
and hold the same as security for the liabilities of Debtor to
Lender or apply it on or against any such liability. Lender may
also demand, collect, receipt for, settle, compromise, adjust,
sue for, foreclose, release or realize upon Collateral in its own
name or in the name of the Debtor as Lender may determine.
4. Sell or other wise dispose of the Collateral. Lender will
give Debtor reasonable notice of the time and place of any public
sale, or of the time after which any private sale or other
disposition is to be made. Any requirement of notice shall be
met if notice is mailed, postage prepaid, to the address of
Debtor provided herein and faxed to (405) 236-1209, at least ten
days before sale or other disposition or action. Lender shall be
entitled to, and Debtor shall be liable for, all reasonable costs
and expenditures incurred in realizing on its security interest,
including without limitation, court costs, selling costs and
reasonable attorneys' fees as set forth in any guaranty
agreement. All such costs shall be secured by the security
interest in the Collateral covered herein.
5. Lender shall not be liable for any act or omission on the
part of Lender, its officers, agents or employees, except as the
same constitutes a lack of good faith or failure to act in a
commercially reasonable manner. Lender shall have acted in a
commercially reasonable manner if its action or non-action is
consistent with the general usage of lenders in the area of
Lender's location at the time the action or non-action occurs,
but this standard shall not constitute disapproval of any
procedures which may be otherwise reasonable under the
circumstances nor require Lender to take necessary steps to
preserve rights against prior parties in an instrument or chattel
paper.
GENERAL
1. Expenditures of Lender. At its option and after any written
notice to Debtor required by law, which notice Debtor and Lender
hereby agree is sufficient if mailed, postage prepaid, to the
address of Debtor provided for herein at least ten days before
the commencement of the performance of the duties specified
herein, it is agreed Lender may discharge taxes, liens, security
interests or other encumbrances on the Collateral. Debtor shall
be liable for and agrees to pay Lender for all expenditures of
Lender for taxes on the Collateral, for the discharge of liens,
security interests or other encumbrances on the Collateral, and
for all costs, attorneys' fees and other disbursements of Lender
in connection with the foregoing. Debtor agrees promptly to
reimburse Lender for all such expenditures and until such
reimbursement the amounts of such expenditures shall be
considered a liability of Debtor to Lender which is secured by
this Agreement. Debtor agrees promptly to reimburse Lender for
all such expenditures, and until such reimbursement the amounts
of such expenditures shall be considered a liability of Debtor to
Lender which is secured by this Agreement.
2. Right to Offset. Any property, tangible or intangible, of
Debtor in possession of Lender at any time during the term
hereof, or any indebtedness due from Lender to Debtor and any
deposit or credit balances due from Lender to Debtor, or any of
the foregoing of any party hereto is pledged to secure payment
hereof and may at any time while the whole or any part of
Debtor's indebtedness to Lender remains unpaid, whether before or
after maturity thereof, be appropriated, held or applied toward
the payment of any obligation of Debtor to Lender.
3. Applicable Law. The law of the State of Oklahoma shall
control this Agreement.
4. Waivers. No act, delay or omission, including Lender's
waiver of remedy because of any default hereunder, shall
constitute a waiver of any of Lender's rights and remedies under
this Agreement or any other agreement between the parties. All
rights and remedies of Lender are cumulative and may be exercised
singularly or concurrently, and the exercise of any one or more
remedy will not be a waiver of any other. No waiver, change,
modification or discharge of any of Lender's rights or of
Debtor's duties as so specified or allowed will be effective
unless in writing and signed by a duly authorized officer of
Lender, and any such waiver will not be a bar to the exercise of
any right or remedy on any subsequent default.
5. Agreement Binding on Assigns. This Agreement shall inure to
the benefit of the successors and assigns of Lender and shall be
binding upon the successors and assigns of Debtor.
6. Rights of Lender Assignable. Lender at any time and at its
option may pledge, transfer or assign its rights under this
Agreement in whole or in part, and any pledgee, transferee, or
assignee shall have all the rights of Lender as to the rights or
parts thereof so pledged, transferred or assigned. The rights of
the Debtor hereunder may not be assigned.
7. Separability of Provisions. If any provision of this
Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and this Agreement shall be
construed as if such invalid or unenforceable provision had never
been contained herein.
9. Copies. A carbon, photographic, or other reproduction of
this Security Agreement or of any financing statement prepared or
filed with respect hereto is sufficient as a financing statement.
10.Notice of Name Change, etc. Debtor will immediately notify
Lender of any change in his, her, its, or their name, identity,
or organizational or corporate structure.
EXHIBIT A
Exhibit A
Owner CUSIP Number Quantity Date Issued Certifica
te Number
Prime 502160104 20,900 10/4/1994 OKS 7570
Financial
Prime 502160104 227,000 10/4/1994 OKS 7561
Financial
Prime 502160104 17,000 10/11/1994 OKS 7585
Financial
Prime 502160104 90,000 10/19/1994 OKS 7528
Financial
Prime 502160104 224,416 5/23/1995 OKS
10622
Financial
Prime 502160104 1,000 3/28/1996 OKS
10926
Financial
Prime 502160104 1,500 3/28/1996 OKS
10927
Financial
Prime 502160104 1,000 3/28/1996 OKS
10925
Financial
Prime 502160104 10,000 9/16/1996 OKS
11139
Financial
Prime 502160104 5,000 9/17/1996 OKS
11142
Financial
Prime 502160104 5,000 9/19/1996 OKS
11147
Financial
Prime 502160104 6,000 1/10/1997 OKS
11242
Financial
Prime 502160104 1,000 1/16/1997 OKS
11246
Financial
Prime 502160104 2,200 4/16/1997 OKS
11288
Financial
Prime 502160104 6,000 4/29/1997 OKS
11309
Financial
Prime 502160104 10,500 4/29/1997 OKS
11312
Financial
Prime 502160104 4,000 4/29/1997 OKS
11304
Financial
Prime 502160104 11,000 4/29/1997 OKS
11313
Financial
Prime 502160104 5,000 4/29/1997 OKS
11305
Financial
Prime 502160104 15,000 4/29/1997 OKS
11314
Financial
Prime 502160104 6,000 4/29/1997 OKS
11308
Financial
Prime 502160104 5,000 4/29/1997 OKS
11306
Financial
Prime 502160104 10,000 4/29/1997 OKS
11311
Financial
Prime 502160104 8,000 4/29/1997 OKS
11310
Financial
Prime 502160104 6,000 4/29/1997 OKS
11307
Financial
Prime 502160104 34,550 4/30/1997 OKS
11318
Financial
Prime 502160104 2,000 5/1/1997 OKS
11320
Financial
Prime 502160104 2,000 5/1/1997 OKS
11321
Financial
Prime 502160104 4,000 5/1/1997 OKS
11322
Financial
Prime 502160104 2,000 5/1/1997 OKS
11319
Financial
Prime 502160104 25,000 7/16/1997 OKS
11366
Financial
Prime 502160104 14,000 8/1/1997 OKS
11381
Financial
Prime 502160104 17,000 8/1/1997 OKS
11384
Financial
Prime 502160104 23,000 8/5/1997 OKS
11387
Financial
Prime 502160104 19,000 8/8/1997 OKS
11389
Financial
Prime 502160104 20,000 9/16/1997 OKS
11140
Financial
Prime 502160104 295 9/18/1997 OKS
11400
Financial
Prime 502160104 16,000 1/9/1998 OKS
11473
Financial
Prime 502160104 500 1/9/1998 OKS
11471
Financial
Prime 502160104 3,000 1/9/1998 OKS
11472
Financial
Prime 502160104 2,000 1/13/1998 OKS
11475
Financial
Prime 502160104 21,000 1/13/1998 OKS
11476
Financial
Prime 502160104 4,000 1/16/1998 OKS
11478
Financial
Prime 502160104 3,000 2/4/1998 OKS
11490
Financial
Prime 502160104 50,000 2/4/1998 OKS
11491
Financial
Prime 502160104 25,000 3/26/1998 OKS
11519
Financial
Prime 502160104 50,000 3/26/1998 OKS
11518
Financial
Prime 502160104 31,100 3/26/1998 OKS
11517
Financial
Prime 502160104 8,200 3/26/1998 OKS
11516
Financial
Prime 502160104 3,000 3/26/1998 OKS
11515
Financial
Prime 502160104 3,000 3/26/1998 OKS
11514
Financial
Prime 502160104 3,000 3/26/1998 OKS
11512
Financial
Prime 502160104 3,000 3/26/1998 OKS
11513
Financial
Prime 502160104 3,000 3/26/1998 OKS
11494
Financial
Prime 502160104 2,500 5/21/1998 OKS
11531
Financial
Prime 502160104 1,100 5/21/1998 OKS
11530
Financial
Prime 502160104 5,000 6/19/1998 OKS
11538
Financial
Prime 502160104 46,500 7/8/1998 OKS
11547
Financial
Prime 502160104 15,000 7/8/1998 OKS
11544
Financial
Prime 502160104 2,000 7/8/1998 OKS
11541
Financial
Prime 502160104 25,000 7/8/1998 OKS
11546
Financial
Prime 502160104 25,000 7/8/1998 OKS
11545
Financial
Prime 502160104 13,000 7/8/1998 OKS
11543
Financial
Prime 502160104 10,000 7/8/1998 OKS
11542
Financial
Prime 502160104 19,500 7/13/1998 OKS
11549
Financial
Prime 502160104 11,000 7/16/1998 OKS
11554
Financial
Prime 502160104 23,000 7/16/1998 OKS
11550
Financial
Prime 502160104 25,000 7/16/1998 OKS
11551
Financial
Prime 502160104 30,000 7/16/1998 OKS
11552
Financial
Prime 502160104 3,000 7/17/1998 OKS
11560
Financial
Prime 502160104 2,000 8/25/1998 OKS
11559
Financial
Prime 502160104 1,000 8/27/1998 OKS
11561
Financial
Prime 502160104 500 9/1/1998 OKS
11564
Financial
Prime 502160104 500 9/1/1998 OKS
11563
Financial
Prime 502160104 95,300 9/3/1998 OKS
11565
Financial
Prime 502160104 17,500 9/15/1998 OKS
11566
Financial
Prime 502160104 1,000 9/16/1998 OKS
11568
Financial
Prime 502160104 2,000 9/16/1998 OKS
11567
Financial
Prime 502160104 2,000 9/18/1998 OKS
11573
Financial
Prime 502160104 2,000 9/22/1998 OKS
11574
Financial
Prime 502160104 1,000 9/23/1998 OKS
11575
Financial
Prime 502160104 206,500 9/24/1998 OKS
11576
Financial
Prime 502160104 5,000 9/25/1998 OKS
11579
Financial
Prime 502160104 1,600 9/25/1998 OKS
11578
Financial
Prime 502160104 16,000 9/28/1998 OKS
11580
Financial
Prime 502160104 29,000 9/29/1998 OKS
11582
Financial
Prime 502160104 40,000 9/30/1998 OKS
11583
Financial
Prime 502160104 6,000 10/2/1998 OKS
11584
Financial
Prime 502160104 1,200 10/8/1998 OKS
11585
Financial
Prime 502160104 5,600 10/12/1998 OKS
11586
Financial
Prime 502160104 9,100 10/13/1998 OKS
11587
Financial
Prime 502160104 500 10/15/1998 OKS
11562
Financial
Prime 502160104 6,000 10/16/1998 OKS
11588
Financial
Prime 502160104 25,000 12/17/1998 OKS
11598
Financial
Prime 502160104 4,700 12/21/1998 OKS
11599
Financial
Prime 502160104 12,000 12/22/1998 OKS
11600
Financial
Prime 502160104 4,000 12/22/1998 OKS
11601
Financial
Prime 502160104 10,000 12/28/1998 OKS
11602
Financial
Prime 502160104 6,000 12/29/1998 OKS
11604
Financial
Prime 502160104 13,500 12/29/1998 OKS
11605
Financial
Prime 502160104 2,000 12/29/1998 OKS
11603
Financial
Prime 502160104 6,000 1/6/1999 OKS
11606
Financial
Prime 502160104 3,000 1/11/1999 OKS
11609
Financial
Prime 502160104 17,600 1/22/1999 OKS
11611
Financial
Prime 502160104 1,000 1/26/1999 OKS
11613
Financial
Prime 502160104 3,500 1/28/1999 OKS
11614
Financial
Prime 502160104 500 2/8/1999 OKS
11615
Financial
Prime 502160104 1,000 2/8/1999 OKS
11616
Financial
Prime 502160104 2,000 2/15/1999 OKS
11635
Financial
Prime 502160104 20,000 2/17/1999 OKS
11627
Financial
Prime 502160104 2,000 2/17/1999 OKS
11628
Financial
Prime 502160104 2,000 2/26/1999 OKS
11630
Financial
Prime 502160104 500 2/26/1999 OKS
11632
Financial
Prime 502160104 1,000 2/26/1999 OKS
11631
Financial
Prime 502160104 5,000 3/2/1999 OKS
11633
Financial
Prime 502160104 3,000 3/4/1999 OKS
11634
Financial
Prime 502160104 1,000 3/15/1999 OKS
11636
Financial
Prime 502160104 1,000 3/15/1999 OKS
11637
Financial
Prime 502160104 9,600 3/22/1999 OKS
11638
Financial
Prime 502160104 9,500 5/5/1999 OKS
11656
Financial
Prime 502160104 2,000 5/5/1999 OKS
11655
Financial
Prime 502160104 7,000 7/19/1999 OKS
11677
Financial
Total Shares 1,973,461
Owned by
Prime
Financial
EXHIBIT C
TO
AGREEMENT AMONG
STILLWATER NATIONAL BANK AND TRUST COMPANY
PRIME FINANCIAL CORPORATION
AND
SBL CORPORATION
EFFECTIVE APRIL 21, 2000
SBL CORPORATION
Note: #37516
Principal Amount: $1,985,508.00
Note Date: 10-16-1997
AMY G. RAPPAPORT #J-1 TRUST
Note: #37521
Principal Amount: $73,908.00
Note Date: 10-16-1997
LORI R. RAPPAPORT #J-1 TRUST
Note: #37519
Principal Amount: $71,776.00
Note Date: 10-16-1997
STACY L. RAPPAPORT #J-1 TRUST
Note: #37520
Principal Amount: $71,776.00
Note Date: 10-16-1997
ADAM Z. GOLSON #J-1 TRUST
Note: #37522
Principal Amount: $71,776.00
Note Date: 10-16-1997
STEVEN J. GOLSEN 1992 TRUST
Note: #37518
Principal Amount: $139,680.00
Note Date: 10-16-1997
BARRY H. GOLSEN 1992 TRUST
Note: #37524
Principal Amount: $149,680.00
Note Date: 10-16-1997
SYLVIA H. GOLSEN 1992 TRUST
Note: #37517
Principal Amount: $140,532.00
Note Date: 10-16-1997
JOSHUA B. GOLSEN #J-1 TRUST
Note: #37526
Principal Amount: $73,908.00
Note Date: 10-16-1997
MICHELLE L. GOLSEN #J-1 TRUST
Note: #37523
Principal Amount: $71,776.00
Note Date: 10-16-1997
LINDA F. RAPPAPORT 1992 TRUST
Note: #37525
Principal Amount: $149,680.00
Note Date: 10-16-1997