JOINDER AGREEMENT dated as of October 14, 2021 (this Joinder Agreement) to that certain INTERCREDITOR AGREEMENT dated as of August 7, 2013, as amended by that certain Amendment No. 1 to Intercreditor Agreement dated as of April 25, 2018 (the Existing Intercreditor Agreement and, as supplemented by this Joinder Agreement as may be further amended, supplemented or modified from time to time, the Intercreditor Agreement), by and among WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as agent under the ABL Loan Documents (the ABL Agent), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Notes Documents (the Existing Notes Agent). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Intercreditor Agreement.
A. WHEREAS, LSB Industries, Inc., a Delaware corporation (the Company) entered into that certain indenture dated as of April 25, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the Existing Indenture) among, inter alios, Company and Wilmington Trust, National Association, as the Existing Notes Agent, pursuant to which the Company issued 9.625% senior secured notes due 2023 (the 2023 Secured Notes).
B. WHEREAS, the Company intends to Refinance the 2023 Secured Notes and enter into a new indenture, dated as of the date hereof (the New Indenture and, together with the other Note Documents (as defined therein), the New Notes Documents), among, inter alios, the Company and Wilmington Trust, National Association, as trustee and as collateral agent thereunder (in such capacity, the New Notes Agent) pursuant to which the Company will issue 6.250% senior secured noted due 2028 (the 2028 Secured Notes).
C. WHEREAS, as a condition to the ability of the Company to Refinance and replace the 2023 Secured Notes with the 2028 Secured Notes pursuant to the New Indenture and to secure the Obligations (as defined in the new Indenture) (collectively, the New Notes Obligations) with the Liens and security interests created by the applicable New Notes Documents, and to have such New Notes Obligations guaranteed by the Grantors on a senior basis, in each case under and pursuant to the New Notes Documents, the New Notes Agent is required to become an Agent under, and such New Notes Obligations and the holders of the 2028 Secured Notes (together with the New Notes Agent, collectively, the New Notes Claimholders) in respect thereof are required to become subject to and bound by, the Existing Intercreditor Agreement, pursuant to and in accordance with the terms of the Existing Intercreditor Agreement (including Section 5.3(b) thereof).
D. WHEREAS, the New Notes Agent is executing this Joinder Agreement in accordance with the requirements of the Existing Intercreditor Agreement (including Section 5.3(b) thereof) and the New Notes Documents and, after giving effect hereto, the New Notes Agent will replace the Existing Notes Agent as the Notes Agent for all purposes of the Intercreditor Agreement.
Accordingly, the Existing Notes Agent, and the New Notes Agent agree as follows:
SECTION 1. (A) In accordance with Section 5.3(b) and Section 9.3 of the Existing Intercreditor Agreement, the New Notes Agent by its signature below hereby becomes the Notes Agent under and as defined in, and the related New Notes Obligations and New Notes Claimholders hereby become subject to and bound by, in each case, the Intercreditor Agreement with the same force and effect as if the New Notes Agent had originally been named as the Notes Agent under the Existing Intercreditor Agreement, and the New Notes Agent, on behalf of itself and such New Notes Claimholders, hereby agrees to all the terms and provisions of the Existing Intercreditor Agreement applicable to it as the Notes Agent and to the New Notes Claimholders that it represents as the Notes Claimholders, in each case thereunder. The Existing Intercreditor Agreement is hereby incorporated herein by reference.