TWENTY-THIRD AMENDMENT TO LOAN AGREEMENT
October 24, 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"), and the Twenty-Second
Amendment to Loan Agreement, dated October 13, 1994, 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).
Borrowers and Guarantors have requested an extension of the
termination date of their existing arrangements with Congress and an extension
of the Selling Period and Congress is willing, subject to the terms and
conditions set forth herein, to so extend such termination date of the
existing financing arrangements with Borrowers and Guarantors and such Selling
Period as provided below. Congress, Borrowers and Guarantors agree as follows
(capitalized terms used herein, unless otherwise defined, shall have the
meanings set forth in the Loan Agreement):
I. Term of Financing Arrangements. The date "October 31, 1994" in
Section 9.1 of the Accounts Agreement, as heretofore amended, is hereby
deleted and replaced with the date "November 30, 1994".
II. Term of Selling Period. The date "October 31, 1994" in Section
2.1 of the Seventeenth Amendment is hereby deleted and replaced with the date
"November 30, 1994".
III. Delivery of Cash Collateral Upon Termination. In addition to
all of Congress' other rights and remedies available to it upon the effective
date of termination or non-renewal of the Loan Agreement and the other
Financing Agreements, upon the effective date of such termination or non-
renewal, Borrower shall (a) pay to Congress, in full, all outstanding and
unpaid Obligations and (b) furnish cash collateral to Congress in an amount
equal to (i) 115% of the face amount of all contingent Obligations consisting
of all letters of credit, banker's acceptances, purchase guaranties and
letters of credit, banker's acceptances, purchase guaranties and other
financial accommodations (collectively, "Credits") issued and outstanding on
the effective date of such termination or non-renewal plus (ii) an amount
Congress determines is reasonably necessary to secure Congress from loss,
cost, damage or expense, including reasonable attorneys' fees and legal
expenses, in connection with any checks or other payments provisionally
credited to the Obligations and/or as to which Congress has not yet received
the final and indefeasible payment (collectively, "Uncollected Payments").
Such amounts shall be remitted to Congress by wire transfer in federal funds
to such bank account of Congress, as Congress may, in its discretion,
designate in writing to Borrower for such purpose. Congress shall be entitled
to hold such cash collateral delivered to Congress with respect to each of the
Credits until forty-five (45) days after the expiration date of each Credit,
and for a period of forty-five (45) days following termination or non-renewal
as to such contingent Obligations in respect of Uncollected Payments.
Congress may apply the cash collateral to any such contingent Obligations
which may become due by virtue of drawings or claims made pursuant to the
Credits or for claims made against Congress in connection with the Uncollected
Payments and shall release any remaining cash collateral to LSB upon the
expiration of the applicable forty-five (45) day period referred to in this
paragraph.
IV. 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.
To the extent of conflict between the terms of this Amendment and the Loan
Agreement or other Financing Agreements, the terms of this Amendment control.
V. 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 Amendment.
By the signature hereto of each of their duly authorized officers, all
of the parties hereby mutually covenant and agree as set forth herein (the
covenants and agreements of the Borrowers and Guarantors being joint and
several).
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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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ACKNOWLEDGED:
BANK IV OKLAHOMA, N.A.
By_______________________________
Title____________________________
PRIME FINANCIAL CORP.
By_______________________________
Title____________________________
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