JOINDER AGREEMENT TO THE SECURITY AGREEMENT November 9, 2015
Exhibit 10.5
JOINDER AGREEMENT TO THE SECURITY AGREEMENT
November 9, 2015
The undersigned, together with its successors and assigns (the Purchaser), in connection with the 12.0% Notes (defined below) wishes to become Secured Parties (together with each holder of the 12.0% Notes, collectively, the New Secured Parties) under the Security Agreement, dated as of August 7, 2013 (as amended and/or supplemented, the Security Agreement (terms used without definition herein have the meanings assigned to such terms by the Security Agreement)) among LSB Industries, Inc., the other Grantors party thereto and UMB Bank, n.a., as Collateral Agent (in its capacity as the collateral agent, the Collateral Agent) and the other Security Documents.
In consideration of the foregoing, the undersigned hereby:
(i) represents that it has full power and authority to become a party to the Security Agreement on behalf of the New Secured Parties under the Companys 12.0% Senior Secured Notes Due 2019 issued pursuant to that certain Note Purchase Agreement, dated as of November 9, 2015 (the 12.0% Notes);
(ii) acknowledges that the Purchaser has received a copy of the Security Agreement;
(iii) irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of the other New Secured Parties and to exercise such powers under the Security Agreement and the other Security Documents as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and
(iv) accepts and acknowledges the terms of the Security Agreement applicable to it and the New Secured Parties and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Security Agreement and the other Security Documents applicable to holders of Secured Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Security Agreement.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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In witness whereof, the parties have caused this Joinder Agreement to be duly executed as of the date first written above.
LSB FUNDING LLC | ||
By: | /s/ Anthony D. Minella | |
Name: | Anthony D. Minella | |
Title: | Manager |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
Acknowledged and Agreed:
UMB BANK, N.A, as Collateral Agent
By: | /s/ Janet Lambert | |
Name: | Janet Lambert | |
Title: | Vice President |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
The Company and the Guarantors represent to the Purchaser and the Collateral Agent that the 12.0% Notes meet the requirements to qualify as Other Pari Passu Lien Obligations under and as defined in the Security Agreement and hereby acknowledges and accepts this Joinder Agreement. | ||
LSB INDUSTRIES, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | Interim CEO | |
GUARANTORS: | ||
CEPOLK HOLDINGS, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President | |
CHEMEX I CORP. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President | |
CHEMICAL PROPERTIES L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
CHEMICAL TRANSPORT L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
CHEROKEE NITROGEN L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President | |
CHEROKEE NITROGEN HOLDINGS, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
CLIMACOOL CORP. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
THE CLIMATE CONTROL GROUP, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
CLIMATECRAFT, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
CLIMATECRAFT TECHNOLOGIES, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
CLIMATE MASTER, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
CONSOLIDATED INDUSTRIES L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President | |
EDC AG PRODUCTS COMPANY L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
EL DORADO ACID, L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
EL DORADO ACID II, L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
EL DORADO AMMONIA L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
EL DORADO CHEMICAL COMPANY | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President | |
EL DORADO NITRIC L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
EL DORADO NITROGEN, L.P. | ||
By El Dorado Acid, L.L.C., its general partner | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | Executive Vice President | |
INTERNATIONAL ENVIRONMENTAL CORPORATION | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
KOAX CORP. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
LSB CAPITAL L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
LSB CHEMICAL L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
LSB-EUROPA LIMITED | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
PRYOR CHEMICAL COMPANY | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
SUMMIT MACHINE TOOL MANUFACTURING L.L.C. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
THERMACLIME TECHNOLOGIES, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP | |
TRISON CONSTRUCTION, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | EVP |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]
XPEDIAIR, INC. | ||
By: | /s/ Daniel D. Greenwell | |
Name: | Daniel D. Greenwell | |
Title: | President |
[SIGNATURE PAGE TO JOINDER OF SECURITY AGREEMENT]