TWENTY-SECOND AMENDMENT TO LOAN AGREEMENT
October 13, 1994
Congress Financial Corporation and
Congress Financial Corporation (Central)
1133 Avenue of the Americas
New York, New York 10036
Gentlemen:
Reference is made to the Loan Agreement, dated March 29, 1994,
as heretofore amended, modified, or supplemented (including, without
limitation, pursuant to that certain Amendment to Loan Agreement, dated August
16, 1985, that certain Second Amendment to Loan Agreement, dated April 3,
1986, that certain Third Amendment to Loan Agreement, dated October 26, 1986,
that certain Fourth Amendment to Loan Agreement, dated December 17, 1986, that
certain Fifth Amendment to Loan Agreement, dated March 7, 1988, that certain
Sixth Amendment to Loan Agreement, dated March 31, 1989, that certain Seventh
Amendment to Loan Agreement, dated May 18, 1990, that certain Eighth Amendment
to Loan Agreement, dated May 1, 1991, that certain Ninth Amendment to Loan
Agreement, dated February 25, 1992, that certain Tenth Amendment to Loan
Agreement, dated March 31, 1992, that certain Eleventh Amendment to Loan
Agreement, dated December 10, 1992, that certain Twelfth Amendment to Loan
Agreement, dated April 23, 1993, that certain Thirteenth Amendment to Loan
Agreement, dated June 24, 1993, that certain Fourteenth Amendment to Loan
Agreement, dated September 23, 1993, that certain Fifteenth Amendment to Loan
Agreement, dated November 29, 1993, that certain Sixteenth Amendment to Loan
Agreement, dated January 25, 1994, that certain Seventeenth Amendment to Loan
Agreement, dated March 30, 1994 (the "Seventeenth Amendment"), that certain
Eighteenth Amendment to Loan Agreement, dated May 20, 1994 (the "Eighteenth
Amendment"), that certain Modification to Seventeenth Amendment to Loan
Agreement, dated May 25, 1994 (the "Modification Agreement"), the Nineteenth
Amendment to Loan Agreement, dated June 29, 1994 ("Nineteenth Amendment"), the
Twentieth Amendment to Loan Agreement, dated August 23, 1994 (the "Twentieth
Amendment"), and the Twenty-First Amendment to Loan Agreement, dated
September 16, 1994 (the "Twenty-First Amendment"), hereinafter collectively,
the "Loan Agreement", currently by and among Congress Financial Corporation
and Congress Financial Corporation (Central) (collectively, "Congress"), LSB
Industries, Inc. (hereinafter "LSB"), L&S Bearing Co., Rotex Corporation,
Tribonetics Corporation, LSB Extrusion Co., International Environmental
Corporation, CHP Corporation, Koax Corp., Summit Machine Tool Manufacturing
Corp., Hercules Energy Mfg. Corporation, Climate Master, Inc., APR Corporation
and Climatex, Inc. (collectively, with LSB, the "Borrowers"), LSB Financial
Corp., LSB Leasing Corp., LSB Import Corp., LSB Bearing Corp., Summit Machine
Tool Systems, Inc., LSB Europa Limited, Bowerdean Limited, and LSB
International Limited (collectively herein, and pursuant to the Loan
Agreement, the "Guarantors"), and Prime Financial Corp. (as to the Seventeenth
Amendment, the Eighteenth Amendment, the Modification Agreement, the Nine-
teenth Amendment, the Twentieth Amendment and the Twenty-First Amendment), and
Bank IV Oklahoma, N.A. (as to the Seventeenth Amendment, the Modification
Agreement, the Nineteenth Amendment, the Twentieth Amendment and the
Twenty-First Amendment).
LSB has requested that Congress modify the Loan Agreement and
related loan documents (collectively, the "Loan Documents") in order to permit
LSB to guaranty the obligations of DSN Corporation, a subsidiary of LSB
("DSN"), under or pursuant to certain financing arrangements being entered
into between The CIT Group/Equipment Financing, Inc. ("CIT") as lender and DSN
as borrower, for advances of principal up to a total $15,000,000. Congress is
willing to agree to such request, subject to the following terms (capitalized
terms used herein, unless otherwise defined, shall have the meanings set forth
in the Loan Agreement):
1. Loan Documents Modification. Notwithstanding anything contained in the
Loan Documents to the contrary, Congress hereby consents to LSB's
unconditionally guaranteeing on a unsecured basis to CIT all payment and
performance obligations of DSN to CIT under or pursuant to the above-
referenced financing arrangements and any extension or renewal thereof or
modification or amendment thereto. The Loan Documents are hereby deemed
amended as necessary to conform to the provisions set forth herein.
2. Effect of this Amendment. Except as modified pursuant hereto, the Loan
Agreement and the Financing Agreements are hereby specifically ratified,
restated and confirmed by the parties hereto as of the date hereof. In the
event of a conflict between the terms of this Twenty-First Amendment and the
Loan Agreement or other Financing Agreements, the terms of this Twenty-First
Amendment will control.
3. Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Twenty-First Amendment.
Very truly yours,
LSB INDUSTRIES, INC.
L&S BEARING CO.
ROTEX CORPORATION
TRIBONETICS CORPORATION
LSB EXTRUSION CO.
INTERNATIONAL ENVIRONMENTAL
CORPORATION
CHP CORPORATION
KOAX CORP.
SUMMIT MACHINE TOOL
MANUFACTURING CORP.
HERCULES ENERGY MFG. CORPORATION
CLIMATE MASTER, INC.
APR CORPORATION
CLIMATEX, INC.
LSB FINANCIAL CORP.
LSB LEASING CORP.
LSB IMPORT CORP.
LSB BEARING CORP.
SUMMIT MACHINE TOOL
SYSTEMS, INC.
LSB EUROPA LIMITED
BOWERDEAN LIMITED
LSB INTERNATIONAL LIMITED
By__________________________
Title_______________________
AGREED AND ACCEPTED:
CONGRESS FINANCIAL CORPORATION AND
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By_______________________________
Title____________________________
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