EX-4.1B 2 ex_41b.htm EXHIBIT 4.1B ex_41b.htm
EXHIBIT 4.1b
 
EXHIBITS AND SCHEDULES
 
EXHIBITS AND SCHEDULES OF AMENDED AND RESTATED LOAN AND SECURITY LOAN AGREEMENT (“AGREEMENT”) BY AND AMONG LSB INDUSTRIES, INC., THERMACLIME, INC. AND EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES, THE LENDERS AND WELLS FARGO FOOTHILL, INC., WHICH AGREEMENT THE COMPANY FILED AS EXHIBIT 4.2 TO THE COMPANY’S FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007.
 
         
Exhibit A-1
  
Form of Assignment and Acceptance
  
 
Exhibit B-1
  
(intentionally left blank)
  
 
Exhibit C-1
  
Form of Compliance Certificate
  
 
Exhibit L-1
  
Form of LIBOR Notice
  
 
     
Schedule C-1
  
Commitments
  
 
Schedule E-1
  
Eligible Inventory Locations
  
 
Schedule P-1
  
Permitted Liens
  
 
Schedule 2.7(a)
  
Cash Management Banks
  
 
Schedule 3.1(m)
  
Collateral Access Locations
  
 
Schedule 5.5
  
Locations of Inventory and Equipment
  
 
Schedule 5.7
  
Chief Executive Office; FEIN
  
 
Schedule 5.8(b)
  
Capitalization of Borrowers
  
 
Schedule 5.8(c)
  
Capitalization of Borrowers’ Subsidiaries
  
 
Schedule 5.10
  
Litigation
  
 
Schedule 5.14
  
Environmental Matters
  
 
Schedule 5.16
  
Intellectual Property
  
 
Schedule 5.18
  
Demand Deposit Accounts
  
 
Schedule 5.20
  
Permitted Indebtedness
  
 
Schedule 7.4(b)
  
(intentionally left blank)
  
 
Schedule 7.13
  
Other Permitted Investments
  
 
Schedule 7.14
  
Transactions with Affiliates
   
 

 
EXHIBIT A-1
 
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
 

This ASSIGNMENT AND ACCEPTANCE AGREEMENT ("Assignment Agreement") is entered into as of ____________ between ______________ (“Assignor”) and ____________ ("Assignee").  Reference is made to the Agreement described in Item 2 of Annex I annexed hereto (the "Loan Agreement").  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.
 
In accordance with the terms and conditions of Section 14 of the Loan Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor's rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Total Commitments and the Revolver Commitments, all as specified in Item 4.b and Item 4.c of Annex I.  After giving effect to such sale and assignments, the Assignee's portion of the Total Commitments and Revolver Commitments will be as set forth in Item 4.b of Annex I.  After giving effect to such sale and assignment the Assignor’s amount and portion of the Total Commitments and Revolver Commitments will be as set forth in Item 4.d and Item 4.e of Annex I.
 
The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any of its Subsidiaries or the performance or observance by any Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.
 
The Assignee (a) confirms that it has received copies of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance, as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) confirms that it is eligible as an assignee under the terms of the Loan Agreement; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of

the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.]
 
Following the execution of this Assignment Agreement by the Assignor and Assignee, it will be delivered by the Assignor to the Agent for recording by the Agent.  The effective date of this Assignment (the “Settlement Date”) shall be the later of (a) the date of the execution hereof by the Assignor and the Assignee, the payment by Assignor or Assignee to Agent for Agent's sole and separate account a processing fee in the amount of $5,000, and the receipt of any required consent of the Agent, and (b) the date specified in item 5 of Annex I.
 
Upon recording by the Agent, as of the Settlement Date (a) the Assignee shall be a party to the Loan Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Loan Agreement and the other Loan Documents.
 
Upon recording by the Agent, from and after the Settlement Date, the Agent shall make all payments under the Loan Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments or principal, interest and commitment fees (if applicable) with respect thereto) to the Assignee.  Upon the Settlement Date, the Assignee shall pay to the Assignor the Assigned Share (as set forth in Item 4.b of Annex I) of the principal amount of any outstanding loans under the Loan Agreement and the other Loan Documents.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Loan Agreement and the other Loan Documents for periods prior to the Settlement Date directly between themselves on the Settlement Date.
 
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
 
[Remainder of page left intentionally blank.]
 

 
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers thereunto duly authorized, as of the first date above written.
 

[NAME OF ASSIGNOR]
  as Assignor
 
 
By  ________________________
Title:  ______________________                              
 

[NAME OF ASSIGNEE]
  as Assignee
 
 
By:  _______________________
Title:  ______________________                              
 
 
ACCEPTED THIS ____ DAY OF
_______________
 
 
WELLS FARGO FOOTHILL, INC.,
AS AGENT
 
 
By:___________________________
Title:________________________
 
 

 
ANNEX FOR ASSIGNMENT AND ACCEPTANCE
 
ANNEX I
 
1.
Borrowers:   ThermaClime, Inc., an Oklahoma corporation ("ThermaClime"), and each of the subsidiaries of ThermaClime and party to the below referenced Loan Agreement.
 
2.
Name and Date of Loan Agreement:  Amended and Restated Loan and Security Agreement, dated as of November 5, 2007, among LSB Industries, Inc., an Delaware corporation, as guarantor, the Borrowers, the lenders signatory thereto as the Lenders, and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders.
 
3. 
Date of Assignment Agreement:                                                        
   
 
4. 
Amounts:
 
a. 
    Assignor’s Total Commitment                                                                                                         
 
i. 
    Assignor’s Revolver Commitment                                                                                     
 
b. 
    Assignor’s Share of Total Commitment                                                                                                         
   %
i. 
    Assigned Share of Revolver Commitment                                                                                     
   %
c. 
    Assigned Amount of Total Commitment                                                                                     
$  
i. 
    Assigned Amount of Revolver Credit Commitment                                                                                                         
 
d. 
    Resulting Amount of Assignor's Total Commitment after giving effect to the sale and Assignment to Assignee
 
i. 
    Resulting Amount of Assignor’s Revolver Commitment                                                                                                         
 
e. 
    Assignor’s Resulting Share of Total Commitment after giving effect to the Assignment to Assignee
   %
i. 
    Assignor’s Resulting Share of Revolving CreditCommitment                                                                                                         
   % 
 

 
5. 
Settlement Date:                                                      
   
        
6. 
Notice and Payment Instructions, etc.
Assignee: 
Assignor:
 
By:  ____________________________                                         
Title: ___________________________
By:  _____________________________                                         
Title: ____________________________   


7. 
Agreed and Accepted:
 
[ASSIGNOR]
 
 
By:  ____________________________                                         
Title:  ___________________________                                         
[ASSIGNEE]
 
 
By:  _____________________________                                         
Title:  ____________________________                                         


Accepted:
WELLS FARGO FOOTHILL, INC., as Agent


By: ______________________________                                                     
Title: _____________________________                                                     
 
 

 
 
EXHIBIT  C-1
(Form of Compliance Certificate)
 
[on Borrowers’ letterhead]
 
To:         Wells Fargo Foothill, Inc., as Agent
under the below-referenced Loan Agreement
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California 90404
Attn: Business Finance Division Manager
 
Re:           Compliance Certificate dated                                                                           
 
Ladies and Gentlemen:
 
Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of November 5, 2007 (the "Loan Agreement") among LSB Industries, Inc., an Delaware corporation ("Parent"), ThermaClime, Inc., an Oklahoma corporation ("ThermaClime"), certain of ThermaClime's subsidiaries identified on the signature pages thereof (such subsidiaries, together with ThermaClime, are collectively, jointly and severally, the "Borrowers"), the lenders signatory thereto (the "Lenders"), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders ("Agent").  Capitalized terms used in this Compliance Certificate have the meanings set forth in the Loan Agreement unless specifically defined herein.
 
Pursuant to Section 6.3 of the Loan Agreement, the undersigned officer of ThermaClime hereby certifies that:
 
1.           The financial information of Parent and its Subsidiaries and of ThermaClime and its Subsidiaries, as the case may be, furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the lack of footnotes, in the case of financial statements delivered under Section 6.3(a) of the Loan Agreement) and fairly presents the financial condition of Parent and its Subsidiaries and of ThermaClime and its Subsidiaries, as the case may be.
 
2.           Such officer has reviewed the terms of the Loan Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Borrowers during the accounting period covered by the financial statements delivered pursuant to Section 6.3 of the Loan Agreement.
 
3.           Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof and what action Borrowers have taken, are taking, or propose to take with respect thereto.

4.           Borrowers are in timely compliance with all representations, warranties, and covenants set forth in the Loan Agreement and the other Loan Documents, except as set forth on Schedule 2 attached hereto.  Without limiting the generality of the foregoing, Borrowers are in compliance with the covenants contained in Section 7.20 of the Loan Agreement as demonstrated on Schedule 3 hereof.
 

IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this _____ day of _______________, ________.
 
THERMACLIME, INC.,
an Oklahoma corporation,
as Administrative Borrower
 
By:  ________________________
Name:
Title:
 
 
 

 
 
SCHEDULE 3


1.           Minimum EBITDA.
 
(a)           ThermaClime’s and its Subsidiaries’ EBITDA for the _________ ending _________, ________ is $______________, which amount [is/is not] greater than or equal to the amount set forth in Section 7.20(a)(i) of the Loan Agreement for the corresponding period.
 
2.           Fixed Charge Coverage Ratio.  [If Applicable]
 
(a)           The Fixed Charge Coverage Ratio of ThermaClime and its Subsidiaries, for the fiscal year ending ______________, is calculated as follows
 
 
(i)
EBITDA of ThermaClime and its Subsidiaries for the 12 month period then ended:                                      $________________
 
 
(ii)
Principal Indebtedness of ThermaClime and its Subsidiaries scheduled to be paid or prepaid during such period:                                                           $________________
 
 
(iii)
Gross interest expense of ThermaClime and its Subsidiaries for such period:                           $________________
 
 
(iv)
Interest income of ThermaClime and its Subsidiaries for such period:                            $________________
 
 
(v)
Non-cash accretion expense of ThermaClime and its Subsidiaries for such period:                          $________________
 
 
(vi)
Non-cash amortization of debt origination cost of ThermaClime and its Subsidiaries for such period:                 $________________
 
 
(vii)
Capitalized Lease Obligations of ThermaClime and its Subsidiaries having a scheduled due date during such period:                    $________________
 
 
Item (i) divided by the sum of
Item (ii) plus Item (vii) plus the result of Item (iii) minus
the sum of Item (iv) plus Item (v) plus Item (vi)
(= Fixed Charge Coverage Ratio)                                                    ___ : ___
 
(b)           The Fixed Charge Coverage Ratio set forth above [is/is not] greater than or equal to the amount set forth in Section 7.20(a)(iii) of the Loan Agreement for the corresponding period.
 
 

 
 
EXHIBIT L-1
 
FORM OF LIBOR NOTICE
 
Wells Fargo Foothill, Inc., as Agent
under the below referenced Loan Agreement
2450 Colorado Place
Suite 3000 West
Santa Monica, California  90404
Attention:  Business Finance Division Manager
 
Ladies and Gentlemen:
 
Reference hereby is made to that certain Amended and Restated Loan and Security Agreement, dated as of November 5, 2007 (the "Loan Agreement"), among LSB Industries, Inc., an Delaware corporation ("Parent"), ThermaClime, Inc., an Oklahoma corporation ("Administrative Borrower"), certain of Administrative Borrower's subsidiaries signatory thereto (such subsidiaries, together with Administrative Borrower, each a "Borrower" and collectively, the "Borrowers"), the lenders signatory thereto (the "Lenders"), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
 
This LIBOR Notice represents the Borrowers’ request to elect the LIBOR Option with respect to outstanding Advances in the amount of $_________ (the "LIBOR Rate Component")[, and is a written confirmation of the telephonic notice of such election given to Agent].
 
Such LIBOR Rate Component will have an Interest Period of [1, 2, or 3] month(s) commencing on ______________.
 
This LIBOR Notice further confirms the Borrowers’ acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Loan Agreement, of the LIBOR Rate as determined pursuant to the Loan Agreement.
 
 

 
 
Administrative Borrower, on behalf of itself and the other Borrowers, represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above.
 
 
Dated:  ________________________
 
THERMACLIME, INC., an Oklahoma corporation, as Administrative Borrower
 
By  _________________________
Name:_______________________
Title:  _______________________
 
Acknowledged by:
 
WELLS FARGO FOOTHILL, INC.,
 
as Agent
 
 
By:  ______________________________
Name:  ____________________________
Title:  _____________________________
 
 

 
 
Schedule C-1
Commitments
 
                   
Lender
   Revolver
Commitment
   Term Loan
Sub-facility
Commitment*
   Total Commitment
Wells Fargo Foothill, Inc.
   $ 30,000,000    $ 4,500,000    $ 30,000,000
                      
Congress Financial Corporation (Southwest)
   $ 20,000,000    $ 3,000,000    $ 20,000,000
                      
All Lenders
   $ 50,000,000    $ 7,500,000    $ 50,000,000
                      

* The Term Loan Commitment is a sub-facility of the Revolver Commitment.
 

AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)


[This page intentionally left blank.]

Page 1 of 14

AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


[This page intentionally left blank.]


Page 2 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CLIMACOOL CORP.
(updated October 26, 2007)


Inventory is located at:

1.  
518 North Indiana, Oklahoma City, OK  73106 (Landlord:  Summit Machine Tool Manufacturing Corp.)

2.  
4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Sublessor:  Climate Master, Inc.)
 
Page 3 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CLIMATE MASTER, INC.
(updated October 26, 2007)
 
Inventory is located at:

1.  
7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179 (Landlord:  Raptor Master LLC).

2.  
4700 West Point Boulevard , Oklahoma City, Oklahoma 73179 (Landlord:  Prime Financial Corporation)

3.  
4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord:  Summit Machinery Company)

Page 4 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CLIMATECRAFT, INC.
(updated October 26, 2007)
 
Inventory is located at:

1.  
1427 Northwest 3rd Street, Oklahoma City, Oklahoma 73106.  (Landlord:  Summit Machine Tool Manufacturing Corp.)

2.  
1601 Northwest 4th Street, Oklahoma City, Oklahoma 73106.  (Landlord:  Summit Machine Tool Manufacturing Corp.)
 
Page 5 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


Inventory is located at 1080 Industrial Drive, Cherokee, Alabama 35616 (Landlord:  Cherokee Nitrogen Holdings, Inc.)
 
  Page 6 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)

Inventory is located at:

1.  
Bryan, Brazos County, Texas  77806 (Landlord:  Northwest Financial Corporation (‘NWF”)
 
2.  
Pittsburg, Camp County, Texas  75686 (Landlord:  NWF)
 
3.  
El Dorado, Union County, Arkansas  71730 (Landlord:  NWF)
 
4.  
Cooper, Delta County, Texas  75432 (Landlord:  NWF)
 
5.  
Newbern, Dyer County, Tennessee  38059 (Landlord:  NWF)

6.  
Whiteright, Grayson County, Texas  75491 (Landlord:  NWF)

7.  
Tyler, Smith County, Texas  75706 (Landlord:  NWF)

8.  
Itasca, Hill County, Texas  76055 (Landlord:  NWF)

9.  
Trinity County, Texas  75862

10.  
Dublin, Erath County, Texas  76446
 
11.  
Athens, Henderson County, Texas  75751
 
12.  
Corsicana, Navarro County, Texas  75151 (Landlord:  NWF)
 
13.  
Marquez, Leon County, Texas  77865 (Landlord:  Union Pacific)

14.  
Terrell, Kaufman County, Texas  75160 (Landlord:  NWF)

15.  
Cherokee, Alabama  35616 (Landlord:  Cherokee Nitrogen Holdings, Inc.)

16.  
Annona, Texas  75550

17.  
Lamar, Missouri

Page 7 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)


1.  
Inventory is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord:  Prime Holdings Corporation).
 
2.  
Inventory is located at 4931 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

3.  
Inventory is located at 4925 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

4.  
Inventory is located at 4929 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).
 
5.  
Inventory is located at 4927 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

6.  
Inventory is located at 4921 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

7.  
Inventory is located at 4919 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).
 
8.  
Inventory is located at 2801 SW 15th Street, Oklahoma City, Oklahoma 73128 (Landlord:  Absolute Delivery Service, LLC).
 
Page 8 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

KOAX CORP.
(updated October 26, 2007)


Inventory is located at 510 North Indiana, Oklahoma City, Oklahoma 73106 (Landlord:  LSB Industries, Inc.).
 
Page 9 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

LSB CHEMICAL CORP.
(updated October 26, 2007)

 
[This page intentionally left blank.]
 
Page 10 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)
 

[This page intentionally left blank.]
 
Page 11 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

TRISON CONSTRUCTION, INC.
(updated October 26, 2007)

 
Inventory is located at 4000 Northwest 39th Street, Oklahoma City, OK  73112 (Landlord:  Summit Machinery Company)
 
Page  12 of 14
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


Inventory  is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord:  Prime Holdings Corporation)
 
Page 13 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE E-1
ELIGIBLE INVENTORY LOCATIONS

XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)


Inventory is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112  (Landlord:  Summit Machinery Company)
 
Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE P-1

PERMITTED LIENS
(updated October 26 2007)

Name of Obligor
Description of Secured Indebtedness
ThermaClime Technologies, Inc. (f/k/a ACP International Limited (“TTI”) (operating lease)
Secured Party:  Park National Bank, assigned to Marquette Equipment Finance, LLC
Collateral:  All equipment, software and other property leased under that Equipment Lease dated March 1, 2007 between Prime Financial Corporation and TTI (Continental washer and dryer)
TTI, as bailee (operating lease)
Secured Party:  Park National Bank, as bailor
Collateral:  Radiator coil washer and dryer
TTI (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  One (1) Continental Equipment 2-stage belt washer, natural gas heated dryer and drain tank
TTI (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Burr oak fin die, S/N FDM-1532-1

Name of Obligor
Description of Secured Indebtedness
ThermaClime, Inc. (f/k/a ClimaChem, Inc.)
Secured Party:  Toshiba America Information Systems
Collateral:  Six (6) Toshiba copiers

Name of Obligor
Description of Secured Indebtedness
ClimaCool Corp.
None

Name of Obligor
Description of Secured Indebtedness
ClimateCraft, Inc. (“CLC”) (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Trumpf NC Punching Machine
CLC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  1999 Amada HFB1254 Promecam CNC Press Brake w/ Controls
CLC
Secured Party:  City of Oklahoma City
Collateral:  Real estate owned by Summit Machine Tool Manufacturing Corp.
CLC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Two (2) model 625014 Accushears w/ 48” extended travel and CNC front gauging 12’x6’x6’; S/N 5110 and 5111
CLC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Trumpf model TC2020 Punch Machine, S/N A0030A0239 with tooling
CLC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Amada CNC Hydraulic Press Brake model HFB220/440, SN H980519
 
Page 1 of 6

 
Name of Obligor
Description of Secured Indebtedness
Cherokee Nitrogen Company
None

Name of Obligor
Description of Secured Indebtedness
Climate Master, Inc. (“CLM,”) as bailee
(operating lease)
Secured Party:  Marquette Equipment Finance, LLC, as Bailor, assigned to Park National Bank
Collateral:  One (1) Chiyoda SP-25ST 3 Axis Tube Bender with RH rotation, including all standard equipment and 5/8”, 3/4” and 7/8” OD and mandrels
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Trumpf L3040 Laser Cutting Machine System purchased from Icon Machine Tool, Inc., S/N A0235A0061, and all accessories and attachments thereto.
CLM, as lessee  (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) Trumpf TruLaser 3530 Laser Cutting Machine, Serial #AX035A0061
CLM (operating lease)
Secured Party:  National Machine Tool Financial Corporation and TCF Equipment Finance, Inc.
Collateral:  One (1) new Trumpf L3530 4000 Watt Laser with 60”x120”, S/N A0235A0061, and all accessories and attachments thereto.
CLM, as lessee (operating lease)
Secured Party:  IOS Capital, as lessor
Collateral:  All equipment now or hereafter leased (PCP 1050, booklet maker and accessories) in an equipment leasing transaction in connection with that certain Master Agreement No. -------------, Product Schedule No./Agreement No. 2068765, as amended from time to time, between IOS Capital, LLC as lessor, and the above referenced Lessee/Debtor, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.  Customer:  1095557 IKCPP500 C11029146
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  1 each five stage Power Spray Stainless Washer (installed) in accordance with quote 3703-0107R3 from Industrial Finishing Systems.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  Ingersoll-Rand oil-free Nirvana compressor system consisting of various components; S/N IRN75H-OF.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  Gamma G333PC Wire Processing System per quote 06-0150-2743-0135C; S/N 1-528324-1 and all accessories and attachments thereto.
 
Page 2 of 6

 
Name of Obligor
Description of Secured Indebtedness
CLM, as lessee (operating lease)
Secured Party:  IOS Capital, as lessor
Collateral:  All equipment now [5 Ricoh copiers] or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement No. -------------, Product Schedule No./Agreement No. 2929907, as amended from time to time, between Lessor and Lessee, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.  CUSTOMER:  1095557 RIAF2035 S/P J5837002733 RIAF2035 S/P J5837002727 RIAF2035 S/P J5837102886 RIAF2035 S/P J5837102735 RIAF2035 S/P J5837102721 RIAF1060 J4235501227 RIAF1060 J422500470 RIAF2090 J7031100205 RIAF2090 J7031100244
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) Amada Vipros 368 King, Turret Punch Press, S/N 36840024, with New London Slug Conveyor, One (1) Amada LUL510 loading device, S/N 00510090, Amada SR510 .30 unloading device, S/N 2218, Sun Classic Workstation with Line Control Software, S/N FW900085, AP100 Punch Upgrade, AP100 Punch Add. Seat Upgrade, complete with all attachments now or hereafter acquired.
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Amada press brake, model HFB 1003/8, S/N HFB010030 R981151, w/ ISB light curtain
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) Raidzone GangSTOTR Systems RC8-2-R2000 (2x8 disk rack mount systems and all accessories and attachments thereto.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  Nine (9) OptiGun-2AX Automatic Guns, Nine (9) OptiTronicPlus Control Units and associated accessories.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  Six (6) sets of ECI line equipment (Procix) and associated accessories.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) Amada 386 King, Vipros 30 ton CNC Turret Punch, S/N 36820017 and associated accessories.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) Amada CNC Blanking Shear, S/N 101000056 and associated accessories.
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One(1) Trumpf Laser 3040 Plus and associated accessories
 
Page 3 of 6

 
Name of Obligor
Description of Secured Indebtedness
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One(1) Trumpf Laser 3040 Plus and associated accessories
CLM (operating lease)
Secured Party:  RCA Capital Corp.
Collateral:  One (1) new Chiyoda SP-25ST 3 Axis CNC Pipe Bender and associated accessories
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor
Collateral:  One (1) single Tube Cutoff Line (STCOS) and all accessories and attachments thereto (Burr Oak Copper Cut).
CLM, as lessee (operating lease)
Secured Party:  Prime Financial Corporation, as lessor, as assigned to Marquette Equipment Finance, LLC, as assigned to Park National Bank
Collateral:  One (1) Chiyoda SP-25 ST 3-Axis Tube Bender and associated accessories.
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  One 1996 Amada FCXB-III-8025 CNC Press Brake
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  IPCS Equipment and accessories
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Used 1995 FBD-125 Amada Press Brake, S/N 12530058
CLM (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  88 ton Amada HFB, S/N R091-18; 88 ton Amada HFB, S/N R970432; 138 ton Amada FBD, S/N 12530263
 
Name of Obligor
Description of Secured Indebtedness
El Dorado Chemical Company (“EDC”) as bailee
Secured Party:  Orica USA Inc., as bailor
Collateral:  All of bailor’s inventory located at bailee’s El Dorado, AR facility
EDC, as lessee
(operating lease)
Secured Party:  LSB Industries, Inc.
Collateral:  Catalysts associated with EDC’s El Dorado, AR facility
EDC, as bailee
(operating lease)
Secured Party:  Republic Bank, Inc., as bailor
Collateral:  Personal property (rail cars) located at bailee’s El Dorado, AR facility and described in Lease Schedule No. 001 to Master Lease Agreement No. AF10506 by and between Prime Financial Corporation, as lessee, and Applied Financial, LLC, as lessor
EDC
Secured Party:  Air Liquide Industrial US LP
Collateral:  Gas generating plant, located at debtor’s El Dorado, AR facility
EDC (operating lease)
Secured Party:  General Electric Capital Corporation
Collateral:  PerkinElmer Aanalyst 700 AA Spectrometer and accessories
 
Page 4 of 6

 
Name of Obligor
Description of Secured Indebtedness
XpediAir, Inc. (f/k/a The Environmental Group, Inc.)
None

Name of Obligor
Description of Secured Indebtedness
International Environmental Corporation (“IEC”) (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Bolina Cut-to-Length; 2 Optiflex 110/08 Pullmax CNC Press Brakes; vertical bender; Trumpf laser cutting machine
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Amada Turret Press Dies & accessories
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Two Trumpf Laser Cutting Machines
IEC
Secured Party:  Amada Capital Corporation
Collateral:  Amada Turret Press Model VIPROS358K w/ scrap conveyor and attachments
IEC
Secured Party:  Amada Capital Corporation
Collateral:  Software package consisting of two seats of Anmest punch software and one seat AP100 US punch complete w/ all attachments
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  One (1) T-Drill SP-55 tube end spinner, 440V, S/N 97032
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  High Takt assembly line (spur line south bldg)
IEC (operating lease)
Secured Party:  IOS Capital
Collateral:  All equipment now or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement No. -------------, Product Schedule No./Agreement No. 1842990, as amended from time to time, between IOS Capital, LLC as lessor, and the above referenced Lessee/Debtor, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.  Customer:  357586 RIAF 2075 S/P C11020120, RIAF2075 S/P C11020023, RIAF 2075 S/P C11020123, RIAF2060 S/P C11020019, RIAF3030 S/P C11020011, RIAF3030 S/P C11020010, RIAF3030 W/P C11020009, RIAF3030 SP C11020008, RIAF3425C C11020124, ZZrightfax software
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Trumpf Laser 3040 Plus, 4000 watt resonator
IEC (operating lease)
Secured Party:  Prime Financial Corporation
Collateral:  Security system

Page 5 of 6


Name of Obligor
Description of Secured Indebtedness
Koax Corp (operating lease)
Secured Party:  Intrust Bank
Collateral:  LSE 1751964 S/N MPH04374

Name of Obligor
Description of Secured Indebtedness
LSB Chemical Corp.
None

Name of Obligor
Description of Secured Indebtedness
Chemex I Corp. (f/k/a Slurry Explosive Corporation)
None

Name of Obligor
Description of Secured Indebtedness
Trison Construction, Inc.
None

Name of Obligor
Description of Secured Indebtedness
Chemex II Corp. (f/k/a Universal Tech Corporation)
None

Name of Obligor
Description of Secured Indebtedness
The Climate Control Group, Inc.
None

Name of Obligor
Description of Secured Indebtedness
Northwest Financial Corporation
None

Name of Obligor
Description of Secured Indebtedness
CEPOLK Holdings, Inc. (“CHI”) (f/k/a ThermalClime, Inc.)
Prudential Insurance Company of America ("Prudential") holds a lien on the partnership interest owned by CHI in a limited partnership involved in an energy conservation project, to secure certain loans made by Prudential to CEPOLK Limited Partnership in the approximate amount of $5,253,252.
 
Page 6 of 6 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 1 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 2 of 14
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CLIMACOOL CORP.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 3 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CLIMATECRAFT, INC.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 4 of 14
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CLIMATE MASTER, INC.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 5 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 6 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
  Page 7 of 14
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 8 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

KOAX CORP.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 9 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

LSB CHEMICAL CORP.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 10 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 11 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

TRISON CONSTRUCTION, INC.
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 12 of 14
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102
Page 13 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 2.7(a)
CASH MANAGEMENT BANKS

CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


JP Morgan Chase Bank, N.A.
100 North Broadway
Oklahoma City, Oklahoma 73102

Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


Equipment and/or inventory  is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128.  (Landlord:  Prime Holdings Corporation)
 
Page 1 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)

(updated October 26, 2007)


NONE
 
Page 2 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CLIMACOOL CORP.
(updated October 26, 2007)


1.  
Equipment and/or inventory  is located at 518 North Indiana, Oklahoma City, OK  73106 (Landlord:  Summit Machine Tool Manufacturing Corp.)

2.  
Equipment and/or inventory  is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Sublessor:  Climate Master, Inc.)
 
Page 3 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CLIMATECRAFT, INC.
(updated October 26, 2007)


1.  
Equipment and/or inventory is located at 1427 Northwest 3rd Street, Oklahoma City, Oklahoma 73106.  (Landlord:  Summit Machine Tool Manufacturing Corp.)

2.  
Equipment and/or inventory is located at 1601 Northwest 4th Street, Oklahoma City, Oklahoma 73106.  (Landlord:  Summit Machine Tool Manufacturing Corp.)
 
Page 4 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CLIMATE MASTER, INC.
(updated October 26, 2007)


1.  
Equipment and/or inventory is located at 7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179 (Landlord:  Raptor Master LLC).

2.  
Equipment and/or inventory is located at 4700 West Point Boulevard, Oklahoma City, Oklahoma 73179 (Landlord:  Prime Financial Corporation). 

3.  
Equipment and/or inventory is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112 (Landlord:  Summit Machinery Company).
 
Page 5 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)


1.  
Bryan, Brazos County, Texas  77806 (Landlord:  Northwest Financial Corporation (“NWF”)

2.  
Pittsburg, Camp County, Texas  75686 (Landlord:  NWF)

3.  
El Dorado, Union County, Arkansas  71730 (Landlord:  NWF)

4.  
Cooper, Delta County, Texas  75432 (Landlord:  NWF)

5.  
Newbern, Dyer County, Tennessee  38059 (Landlord:  NWF)

6.  
Whiteright, Grayson County, Texas  75491 (Landlord:  NWF)

7.  
Tyler, Smith County, Texas  75706 (Landlord:  NWF)

8.  
Itasca, Hill County, Texas  76055 (Landlord:  NWF)

9.  
Corsicana, Navarro County, Texas  75151 (Landlord:  NWF)

10.  
Marquez, Leon County, Texas  77865 (Landlord:  Union Pacific)

11.  
Terrell, Kaufman County, Texas  75160 (Landlord:  NWF)

12.  
Cherokee, Alabama  35616 (Landlord:  Cherokee Nitrogen Holdings, Inc.)
 
Page 6 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)


Equipment and/or Inventory is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112  (Landlord:  Summit Machinery Company)
 
Page 7 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)


1.  
Equipment and/or inventory is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128 (Landlord:  Prime Holdings Corporation).

2.  
Equipment and/or inventory is located at 4931 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

3.  
Equipment and/or inventory is located at 4925 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

4.  
Equipment and/or inventory is located at 4929 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

5.  
Equipment and/or inventory is located at 4927 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

6.  
Equipment and/or inventory is located at 4921 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

7.  
Equipment and/or inventory is located at 4919 SW 7th Street, Oklahoma City, Oklahoma 73128 (Landlord: Quail Creek Properties LLC ).

8.  
Equipment and/or inventory is located at 2801 SW 15th Street, Oklahoma City, Oklahoma 73128 (Landlord:  Absolute Delivery Service, LLC).
 
Page 8 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

KOAX CORP.
(updated October 26, 2007)


Equipment and/or inventory is located at 510 North Indiana, Oklahoma City, Oklahoma 73106 (Landlord:  LSB Industries, Inc.).
 
Page 9 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

LSB CHEMICAL CORP.
(updated October 26, 2007)


NONE
 
Page 10 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)



NONE
 
Page 11 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

TRISON CONSTRUCTION, INC.
(updated October 26, 2007)


Equipment and/or inventory is located at 4000 Northwest 39th Street, Oklahoma City, OK  73112 (Landlord:  Summit Machinery Company)
 
Page 12 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


NONE

Page 13 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 3.1(m)
COLLATERAL ACCESS LOCATIONS

CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


Equipment and/or inventory is located at 1080 Industrial Drive, Cherokee, Alabama  35616 (Landlord:  Cherokee Nitrogen Holdings, Inc.)
 
Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 1 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 2 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CLIMACOOL CORP.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 3 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CLIMATECRAFT, INC.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 4 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CLIMATE MASTER, INC.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 5 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 6 of 14 
 

 
AMENDED AND RESTATED’
SCHEDULE 5.5
LOCATIONS OF INVENTORY

XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 7 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 8 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

KOAX CORP.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 9 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

LSB CHEMICAL CORP.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 10 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 11 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

TRISON CONSTRUCTION, INC.
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 12 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 13 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.5
LOCATIONS OF INVENTORY

CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


Please refer to Amended and Restated Schedule E-1
 
Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


1.
ThermaClime Technologies, Inc.’s, f/k/a ACP International Limited (“TTI”), chief executive office is located at 5000  Southwest 7th Street, Oklahoma City, Oklahoma 73128.
2.  
TTI’s FEIN is 73-1553910.
 
Page 1 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)


1.
ThermaClime, Inc.’s, f/k/a ClimaChem, Inc. (“TCI”), chief executive office is located at 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107.
2.
TCI’s FEIN is 73-1528549.
 
Page 2 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CLIMACOOL CORP.
(updated October 26, 2007)


1.  
ClimaCool Corp.’s (“ClimaCool”) chief executive office is located at 4000 NW 39th Street, Oklahoma City, Oklahoma 73112.
2.  
ClimaCool’s FEIN is 73-1409358.
 
Page 3 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CLIMATECRAFT, INC.
(updated October 26, 2007)


1.  
ClimateCraft Inc.’s (“ClimateCraft”) chief executive office is located at 518 North Indiana, Oklahoma City, Oklahoma 73106.
2.  
ClimateCraft’s FEIN is 73-1207959.
 
Page 4 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CLIMATE MASTER, INC.
(updated October 26, 2007)


1.
Climate Master, Inc.’s (“CM”) chief executive office is located at 7300 Southwest 44th Street, Oklahoma City, Oklahoma 73179.
2. 
CM’s FEIN is 93-0857025.
 
Page 5 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007


1.
El Dorado Chemical Company’s (“EDC”) chief executive office is located at 16 South Pennsylvania, Oklahoma City, Oklahoma 73107.
2.
EDC’s FEIN is 73-1183488.
 
Page 6 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)


1.
XpediAir, Inc.’s, f/k/a The Environmental Group, Inc. ("XPA"), chief executive office is located at 4000 N.W. 39th Street, Oklahoma City, Oklahoma 73112.
2.
XPA’s FEIN is 73-1431586.
 
Page 7 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)


1.
International Environmental Corporation’s (“IEC”) chief executive office is located at 5000 Southwest 7th Street, Oklahoma City, Oklahoma 73128.
2.
IEC’s FEIN is 73-0754306.

Page 8 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
KOAX CORP.
(updated October 26, 2007)


1.
Koax Corp.’s (“Koax”) chief executive office is located at 510 North Indiana, Oklahoma City, Oklahoma 73106.
2.
Koax’s FEIN is 73-1284158.
 
Page 9 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
LSB CHEMICAL CORP.
(updated October 26, 2007)


1.
LSB Chemical Corp.’s (“LSBCC”) chief executive office is located at 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107.
2.
LSBCC’s FEIN is 73-1207958.
 
Page 10 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)


1.  
Chemex I Corp.’s, f/k/a Slurry Explosive Corporation ("Chemex I"), chief executive office is located at 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107.
2.  
Chemex I=s FEIN is 73-1330903.
 
Page 11 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)


1.
Trison Construction, Inc.’s (“Trison”) chief executive office is located at 4000 Northwest 39th Street, Oklahoma City, Oklahoma 73112.
2.
Trison’s FEIN is 73-1538285.
 
Page 12 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


1.
Chemex II Corp.’s, f/k/a Universal Tech Corporation (“Chemex II”), chief executive office is located at 16 South Pennsylvania, Oklahoma City, Oklahoma 73107.
2.
Chemex II’s FEIN is 73-1364261.
 
  Page 13 of 14
 

 
AMENDED AND RESTATED
SCHEDULE 5.7

CHIEF EXECUTIVE OFFICE; FEIN
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


1.
Cherokee Nitrogen Company’s (“CNC”) chief executive office is located at 16 South Pennsylvania, Oklahoma City, Oklahoma 73107.
2. 
CNC’s FEIN is 41-2115998.
 
Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.8(b)

CAPITALIZATION OF BORROWERS
(updated October 26, 2007)


Borrower
Class
No. of Authorized Shares
No. of Outstanding Shares
International Environmental Corporation
Common
300, par value $10.00
300, par value $10.00
LSB Chemical Corp.
Common
50, par value $10.00
50, par value $10.00
El Dorado Chemical Company
Common
25,000, par value $1.00
1,000, par value $1.00
ThermaClime Technologies, Inc., f/k/a ACP International Limited
Common
500,000, par value $0.10
10,000, par value $0.10
ClimaCool Corp.
Common
50,000, par value $1.00
1,000, par value $1.00
XpediAir, Inc., f/k/a The Environmental Group, Inc.
Common
500,000, par value $0.10
10,000, par value $0.10
ThermaClime, Inc., f/k/a ClimaChem, Inc.
Common
500,000, par value $0.10
10,000, par value $0.10
Climate Master, Inc.
Common
1,000, par value $1.00
1,000, par value $1.00
ClimateCraft, Inc.
Common (Class A Voting)
900, par value $0.50
900, par value $0.50
ClimateCraft, Inc.
Common (Class B Non-Voting)
100, par value $0.50
100, par value $0.50
Koax Corp.
Common
50, par value $10.00
50, par value $10.00
Chemex I Corp., f/k/a Slurry Explosive Corporation
Common
10,000, par value $1.00
1,000, par value $1.00
Trison Construction, Inc.
Common
500,000, par value $0.10
10,000, par value $0.10
Chemex II Corp., f/k/a Universal Tech Corporation
Common
10,000, par value $1.00
1,000, par value $1.00
Cherokee Nitrogen Company
Common
500,000, par value $0.10
10,000, par value $0.10
 
 
 

 
AMENDED AND RESTATED
SCHEDULE 5.8(c)

CAPITALIZATION OF BORROWERS' SUBSIDIARIES
(updated October 26, 2007)


Subsidiary
Jurisdiction
No. of Authorized Shares
No. of Outstanding Shares
Northwest Financial Corporation
Oklahoma
100, par value $1,000
54, par value $1,000
CEPOLK Holdings, Inc. f/k/a ThermalClime, Inc.
Oklahoma
50,000, par value $1.00
1,000, par value $1.00
       
The Climate Control Group, Inc.
Oklahoma
100,000, par value $0.10
10,000, par value $0.10

Please also refer to Amended and Restated Schedule 5.8(b).
 
 

 

AMENDED AND RESTATED
SCHEDULE 5.10

LITIGATION
(updated October 26, 2007)

NONE
 
 
 

 
AMENDED AND RESTATED
SCHEDULE 5.14

ENVIRONMENTAL MATTERS
(updated October 26, 2007)


1.  
Two (2) inactive disposal areas are known to exist at the nitrate plant leased by Cherokee Nitrogen Company in Cherokee, Alabama.  The first involves industrial waste disposed of in an on-site landfill located east of the plant.  The landfill has been capped in excess of ten (10) years and is covered with vegetation.  The second involves approximately one hundred (100) tons of phosphoric acid tank sludge buried directly east of the plant.  Material was generated from an old phosphate plant that is no longer in existence.  The material was buried prior to 1986.  Any liability associated with these landfills is the responsibility of U.S. Steel, a prior owner of the site.
 
2. 
An asbestos, construction debris, and elemental sulfur on-site landfill is located at El Dorado Chemical Company’s ammonium nitrate plant located in El Dorado, Arkansas. The landfill was closed in 1995 under a state-approved closure plan.
 
 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE


Page 1 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE


Page 2 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CLIMACOOL CORP.
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

  NONE


COPYRIGHTS

NONE

Page 3 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CLIMATECRAFT, INC.
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Climatecraft"
#2,369,333
United States 
07/18/00


COPYRIGHTS

NONE
 
Page 4 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CLIMATE MASTER, INC.
(updated October 26, 2007)


 
Patent
 
Serial/Reg. No.
Place of
Registration
Issue
Date
“Water-Cooled Air Conditioning 
system Using Condenser Water
Regeneration for Precise Air Reheat
in Dehumidifying Mode”
11/161,808
United States 
Pending
 

TRADEMARKS
 
 

 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Climate Master (& Design)"
2,139,570
United States 
02/24/98
"Climate Master (& Design)"
#TMA 471,487
Canada
02/21/97
"Climate Master"
808,500
United States 
05/17/66
"Climate Master"
409,647
Chile
07/22/93
"Climate Master"
84930
Israel 
10/08/92
"Climate Master"
292/82
Saudi Arabia
12/30/92
"Climate Master"
1,514,734
United Kingdom
11/13/98
"Climate Master"
11,215
Greece
07/07/98
"Climate Master"
280854
Korea
12/07/93
"Climate Master"
641,594
Taiwan
04/16/94
"Climate Master"
614,556
Taiwan
10/01/93
"Climate Master"
516424
Mexico
12/10/92
"Climate Master"
25162
Kuwait 
08/16/93
"Climate Master"
0-999746
Czech Republic
03/20/00
"Climate Master"
583,151
Benelux
06/22/95
"Climate Master"
95575091
France 
06/09/95
"Climate Master"
147,007
Hungary 
04/25/95
"Climate Master"
172643
Norway
04/25/96
"Climate Master"
309 649
Portugal 
05/06/96
"Climate Master"
O-POZ-1170-95
Slovak Republic
05/02/95
"Climate Master"
16121
Turkey
05/01/95
"Climate Master"
729,783
Italy
10/16/97
                                                                                                                                         
Page 5 of 15

TRADEMARKS

 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Climate Master"
402,883
Europe 
02/24/98
"Climate Master"
3480166
China
03/10/03
"Climate Master"
860,657
Australia
12/14/00
"Climate Mate"
TMA 371,539                                                                     
Canada
08/03/90
"Roommate"
1,906,435                    
United States 
07/18/95
"Paradigm"
2,112,244       
United States 
11/11/97
"Geodesigner"
2,184,992                                   
United States 
08/25/98
“Earthpure” 
2,994,583  
United States 
09/13/05
“Climadry”
3,253,779    
United States 
06/19/07
 
COPYRIGHTS

NONE

Page 6 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS
 
 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"El Dorado (& Design)"
1,427,064
United States 
02/03/87
"E-2" 
833,891
United States
08/22/67
 
 
COPYRIGHTS

NONE
 
Page 7 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)
 
PATENTS

NONE
 
TRADEMARKS
 
 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Climacool"
2,564,496
United States
04/23/02
“CHP”
1,707,991
United States
08/18/92
 
XpediAir” (Design Only)*
2,986,893
United States
08/23/05
 
* Trademark is the subject of a Settlement Agreement with Expedia, Inc. regarding XpediAir, Inc’s right to use the name, throughout the world, in connection with the sale and manufacture of HVAC equipment and related goods and services, and to register the name with the USPTO or any foreign patent and trademark office in design form only.

COPYRIGHTS
 
NONE
 
Page 8 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)

PATENTS
 
 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Conditioned Air Fan Coil Unit"
6,109,044
United States 
08/29/00
 
 
TRADEMARKS
 
 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"International Environmental Corporation
(& IE Design)"
1,569,505
439970
292/85                                                   
United States 
Mexico
Saudi Arabia
12/05/89
08/18/93
08/31/93
"International Environmental"
B1,514,822 
92/165,999                                                         
United Kingdom 
Hong Kong 
07/01/94
11/21/94
 
IEC International Environmental (& Design)
 77110687                                                          
United States
Pending
"Sureflow"
2,449,571
United States
05/08/01
 
"IE (Stylized)"
2,556,892
United States
04/02/02
"Air Coil Technologies"
1,755,144
United States
03/02/93
 
“UV Ultrashield”
2,660,647                          
United States
12/10/02
 
 
 
 
 
 
 
 
 
COPYRIGHTS

NONE

Page 9 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
KOAX CORP.
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS
 
 
Mark
 
Serial/Reg. No.
Place of
Registration
Issue
Date
 
"Koax"
1,776,407
United States
06/15/93
"Koax and design"
1,905,551
United States
07/18/95
 
COPYRIGHTS

NONE

Page 10 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
LSB CHEMICAL CORP.
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE
 
Page 11 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE

Page 12 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE
 
Page 13 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE
 
Page 14 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.16

INTELLECTUAL PROPERTY
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)


PATENTS

NONE


TRADEMARKS

NONE


COPYRIGHTS

NONE
 
Page 15 of 15 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(updated October 26, 2007)


Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4005107842
P.O. Box 26788
Oklahoma City, OK
Operating
 
Page 1 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
THERMACLIME, INC
(f/k/a CLIMACHEM, INC.)
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
400519526
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4005026745
P.O. Box 26788
Oklahoma City, OK
Payroll

Page 2 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CLIMATECRAFT, INC.
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
400526026
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4005097502
P.O. Box 26788
Oklahoma City, OK
Payroll
BancFirst
4005059015
P.O. Box 26788
Oklahoma City, OK
Working Fund
 

Page 3 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CLIMACOOL CORP.
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4005042554
P.O. Box 26788
Oklahoma City, OK
Operating
 

Page 4 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CLIMATE MASTER, INC.
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009580563
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4003291308 
P.O. Box 26788
Oklahoma City, OK
COD Account
BancFirst
4005107710  
P.O. Box 26788
Oklahoma City, OK
Payroll Account
 
Page 5 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
EL DORADO CHEMICAL COMPANY
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009580181
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4025001220
P.O. Box 26788
Oklahoma City, OK
Workers Comp Claim
BancFirst
4005070248
P.O. Box 26788
Oklahoma City, OK
Payroll
BancFirst
4005107338
P.O. Box 26788
Oklahoma City, OK
Cafeteria Account
Regions Bank
8010112512
100 East Peach
El Dorado, AR
General Account
The Bank of Union
1108810
 P.O. Box 249 
Union City, OK
Claims Account
The Bank of Union
1108802 
P.O. Box 249
Union City, OK
Employee Benefits
The Bank of Union 
1108828
P.O. Box 249
Union City, OK
Admin Account

Page 6 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(updated October 26, 2007)
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4005077684
P.O. Box 26788
Oklahoma City, OK
Operating
 
Page 7 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
INTERNATIONAL ENVIRONMENTAL CORPORATION
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009580110
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4009580204
P.O. Box 26788
Oklahoma City, OK
Payroll
BancFirst
400514958
P.O. Box 26788
Oklahoma City, OK
Operations Fund
 
Page 8 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
KOAX CORP.
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009580136
P.O. Box 26788
Oklahoma City, OK
Operating
 
Page 9 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
LSB CHEMICAL CORP.
(updated October 26, 2007)
 
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009580071
P.O. Box 26788
Oklahoma City, OK
Operating

Page 10 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4003292284
P.O. Box 26788
Oklahoma City, OK
Operating

Page 11 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
TRISON CONSTRUCTION, INC.
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
400521962
P.O. Box 26788
Oklahoma City, OK
Operating
BancFirst
4005037879
P.O. Box 26788
Oklahoma City, OK
Payroll

Page 12 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4009586431
P.O. Box 26788
Oklahoma City, OK
Operating

Page 13 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.18

DEMAND DEPOSIT ACCOUNTS
CHEROKEE NITROGEN COMPANY
(updated October 26, 2007)
 
Name of
Institutions
Account
Number
Branch
Address
Description
of Account
BancFirst
4005058027
P.O. Box 26788
Oklahoma City, OK
Operating
Colonial Bank
8140017040
1045 1st Street
Cherokee, AL
Petty Cash

Page 14 of 14 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
THERMACLIME TECHNOLOGIES, INC.
(f/k/a ACP INTERNATIONAL LIMITED)
(as of September 30, 2007)
 
ThermaClime Technologies, Inc. (f/k/a ACP International Limited) is indebted to the following entities in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 1 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
THERMACLIME, INC.
(f/k/a CLIMACHEM, INC.)
(as of September 30, 2007
 
ThermaClime, Inc., f/k/a ClimaChem, Inc., is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000
 
NA
 
12/2007
2.a.
LSB Industries, Inc. 
$6,980,978
Semi-Annual Int 
12/31/2009
2.b.
LSB Industries, Inc.   
$25,359,028
Semi-Annual Int. 
On Demand
2.c.
LSB Industries, Inc. 
4,907,916
Semi-Annual Int.
On Demand
3.
Northwest Financial Corporation          
13,328,828 
N/A
On Demand
4.
CEPOLK Holdings, Inc.  
3,898,523 
N/A
On Demand
5. 
El Dorado Nitrogen, L.P.    
 25,734,720 
N/A
On Demand
6. 
The Climate Control Group, Inc. 
$3,104,268 
N/A
On Demand
 
Page 2 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CLIMACOOL CORP.
(as of September 30, 2007)

ClimaCool Corp. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007

*guarantee

Page 3 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CLIMATECRAFT, INC.
(as of September 30, 2007)

ClimateCraft, Inc. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
City of Oklahoma City
$2,450,000
(1)
(1)
 2. 
Summit Machine Tool Manufacturing Corp.
$715,719
$9,350 
12/01/2015
 3. 
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
N/A 
 
12/2007
 
(1)
Annual payments are made to the City of Oklahoma City in the amount of $175,000 on August 1.  The final payment, a balloon payment, in the amount of $875,000 is due on 08/01/2017.  Interest is paid semi-annually.
 
*guarantee
 
Page 4 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CLIMATE MASTER, INC.
(as of September 30, 2007)
 
Climate Master, Inc. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee
 
  Page 5 of 17
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
EL DORADO CHEMICAL COMPANY
(as of September 30, 2007)
 
El Dorado Chemical Company ("EDC") is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee
 
EDC guarantees the obligations of El Dorado Nitrogen, L.P. to Bayer Corporation in connection with the nitric acid plant project in Baytown, Texas, including the supply of such product.

Page 6 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
XPEDIAIR, INC.
(f/k/a THE ENVIRONMENTAL GROUP, INC.)
(as of September 30, 2007)
 
XpediAir, Inc. (f/k/a The Environmental Group, Inc.) is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 7 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
INTERNATIONAL ENVIRONMENTAL CORPORATION
(as of September 30, 2007)
 
International Environmental Corporation is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
2.
Amada Capital Corporation                      
$57,715
5,452.45 
 08/01/2008
 
*guarantee

Page 8 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
KOAX CORP.
(as of September 30, 2007)
 
Koax Corp. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee
 
Page 9 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
LSB CHEMICAL CORP.
(as of September 30, 2007)
 
LSB Chemical Corp. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 2.  
DSN Corporation                                    
$275,773
N/A
On Demand
 
*guarantee

Page 10 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CHEMEX I CORP.
(f/k/a SLURRY EXPLOSIVE CORPORATION)
(as of September 30, 2007)

Chemex I Corp. (f/k/a Slurry Explosive Corporation) is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 11 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
TRISON CONSTRUCTION, INC.
(as of September 30, 2007)

Trison Construction, Inc. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 12 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CHEMEX II CORP.
(f/k/a UNIVERSAL TECH CORPORATION)
(as of September 30, 2007)

Chemex II Corp. (f/k/a Universal Tech Corporation) is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 13 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
THE CLIMATE CONTROL GROUP, INC.
(as of September 30, 2007)
 
The Climate Control Group, Inc. is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 2.  
LSB Industries, Inc.
$228,321
NA
On Demand
 
*guarantee

Page 14 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
NORTHWEST FINANCIAL CORPORATION
(as of September 30, 2007)

Northwest Financial Corporation is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee

Page 15 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CEPOLK HOLDINGS, INC.
(f/k/a THERMALCLIME, INC.)
(as of September 30, 2007)

CEPOLK Holdings, Inc. (f/k/a ThermalClime, Inc.) is indebted to the following entities and in the following amounts:
 
 
Creditor
 
Amount
Monthly
Payments
Maturity
Date
 1.  
Holders of the ThermaClime, Inc.
Unsecured Notes due 2007
 
$6,950,000*
 
NA
 
12/2007
 
*guarantee
 
Page 16 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 5.20

PERMITTED INDEBTEDNESS
CHEROKEE NITROGEN COMPANY
(as of September 30, 2007)
 
[This page intentionally left blank.]
 
Page 17 of 17 
 

 
AMENDED AND RESTATED
SCHEDULE 7.13

OTHER PERMITTED INVESTMENTS
(as of September 30, 2007)
 
1.  
See Schedules 5.8(b) and (c) for Equity Interests.
2.  
LSB Holdings, Inc., a subsidiary of LSB Industries, Inc., is indebted to ClimaCool Corp. in the principal amount of $2,705,594.
3.  
DSN Corporation is indebted to ThermaClime, Inc. in the principal amount of $18,784,414 less $4,500,000 (adjustment as of October 31, 2007).

 
 

 
AMENDED AND RESTATED
SCHEDULE 7.14

AFFILIATE TRANSACTIONS
(updated October 26, 2007)
 
1.  
Lease Agreement between Prime Holdings Corporation (“PHC”) and International Environmental Corporation (“IEC”) for property at 5000 West I-40, OKC.
2.  
Lease Agreement between PHC and ThermaClime Technologies, Inc. (“TTI”) for property at 5000 West I-40, OKC.
3.  
Railcar Services Agreement between Prime Financial Corporation (“PFC”) and El Dorado Chemical Company (“EDC”).
4.  
Industrial Plant Lease between PFC and Climate Master, Inc. (“CLM”) for property at 4700 West Point Boulevard, OKC.
5.  
Equipment Lease between IEC and PFC Re: Laser Center, 2 Pullmax Press Brakes and accessories
6.  
Equipment Lease between IEC and PFC Re: Cabinet & Steel Rack w/ Amada Turret Press Dies and shop carts with Amada Turret Punch Press tooling.
7.  
Equipment Lease between IEC and PFC Re: Bolina Cut-to-Length, 2 Optiflex 110/08 Pullmax CNC Press Brakes, and 1 Vertical Bender Hairpin Bender.
8.  
Equipment Lease between IEC and PFC Re: Trumpf Laser 3040 Plus.
9.  
Equipment Lease between IEC and PFC Re: T-Drill SP-55 Tube End Spinner.
10.  
Equipment Lease between IEC and PFC Re: Security System.
11.  
Equipment Lease between IEC and PFC Re: High Takt Assembly Line.
12.  
Equipment Lease between CLM and PFC Re: IPCS Equipment
13.  
Equipment Lease between CLM and PFC Re: Optima Press Brake and accessories.
14.  
Equipment Lease between CLM and PFC Re: Amada Vipros 868 King, Turret Punch Press and accessories.
15.  
Equipment Lease between CLM and PFC Re: ECI equipment.

Page 1 of 4

 
16.  
Equipment Lease between CLM and PFC Re: 1996 Amada FCXBIII-8025 CNC Press Brake.
17.  
Equipment Lease between CLM and PFC Re: Model HFB/1003/8 Amada Press Brake.
18.  
Equipment Lease between CLM and PFC Re: Model HFB/1003/8 Amada Press Brake.
19.  
Equipment Lease between CLM and PFC Re: Procix equipment.
20.  
Equipment Lease between CLM and PFC Re: Trumpf 3040 Laser System.
21.  
Equipment Lease between CLM and PFC Re: Trumpf 3040 Laser System.
22.  
Equipment Lease between CLM and PFC Re: RAIDZone GangStor System.
23.  
Equipment Lease between CLM and PFC Re: Blanking Shear.
24.  
Equipment Lease between CLM and PFC Re: Amada 386 King, Vipros 30 CNC Turret Punch
25.  
Equipment Lease between CLM and PFC Re: Optigun equipment.
26.  
Equipment Lease between CLM and PFC Re: Burr Oak Copper Cut.
27.  
Equipment Lease between CLM and PFC Re: Chiyoda SP-25ST Tube bender
28.  
Equipment Lease between CLM and PFC Re: Amada FBD-125 Press Brake.
29.  
Equipment Lease between CLM and PFC Re: Trumpf Laser L3040 Laser Cutting Machine.
30.  
Equipment Lease between CLM and PFC Re: Trumpf Trulaser 3530.
31.  
Equipment Lease between CLM and PFC Re: Ingersoll Rand Nirvana Compressor System.
32.  
Equipment Lease between CLM and PFC Re: Gamma Wire Processing System.
33.  
Equipment Lease between CLM and PFC Re: Power Spray Stainless Washer.
34.  
Equipment Lease between CLM and PFC Re: Three (3) Amada Press Brakes.
35.  
Equipment Sublease between ClimateCraft, Inc. (“CLC”) and PFC for Trumpf Punching Machine.
 
Page 2 of 4

 
36.  
Equipment Lease between CLC and PFC Re: 1999 Amada HFB 1254 Promecam CNC Press Brake.
37.  
Equipment Lease between CLC and PFC Re: Trumpf Tooling Set.
38.  
Equipment Lease between CLC and PFC Re:  2 Accushears.
39.  
Equipment Lease between  CLC and PFC Re:  Trumpf TC2020 Punch Machine.
40.  
Equipment Lease between CLC and PFC Re:  Amada CNC Hydraulic Press Brake.
41.  
Equipment Lease between TTI and PFC Re:  Continental Belt Washer.
42.  
Equipment Lease between TTI and PFC Re:  Burr Oak Fin Die.
43.  
Equipment Lease between EDC and PFC Re:  2004 Chevy Impala.
44.  
Equipment Lease between EDC and PFC Re:  2002 International Spreader Truck.
45.  
Plant Equipment Lease between EDC and DSN Corporation (“DSN”).
46.  
Equipment Lease between Trison Construction, Inc. (“Trison”) and PFC Re:  2 John Deer Gators and 3 trailers with dove tail.
47.  
License Agreement Between CLC and ClimateCraft Technologies, Inc.
48.  
Assignment of Option to Purchase between CLM and PFC Re: CLM Facility Located at 7300 S.W. 44th Street, Oklahoma City from Raptor Master LLC.
49.  
Consulting Agreements between LSB Chemical Corp. (“LSB Chemical”) and the following affiliates.
a.  
Summit Machine Tool Manufacturing Corp. (“Summit”)
b.  
PFC
50.  
Lease Agreement between DSN and Northwest Financial Corporation.
51.  
Capital Lease Agreement with Right of Transfer of Title between Summit and CLC for CLC facility in OKC.
52.  
Lease of drilling equipment from LSB Holdings, Inc. to Trison.
53.  
Lease of office space from SMC to TCI at 4000 NW 39th Street, OKC.
54.  
Lease of office space from PFC to TCI at 16 South Pennsylvania Avenue, OKC.
 
Page 3 of 4

 
55.  
Lease of office space from PFC to LSB Chemical at 16 South Pennsylvania Avenue, OKC.
56.  
Lease of office space from SMC to The Climate Control Group, Inc. (“CCG”) at 4000 NW 39th Street, OKC.
57.  
Lease of office space from SMC to IEC at 4000 NW 39th Street, OKC.
58.  
Auto rental from PFC to CCG.
59.  
Services Agreements between TCI and the following subsidiaries:
a.  
DSN
b.  
El Dorado Nitric Company
c.  
El Dorado Acid, LLC
d.  
El Dorado Acid II, LLC
60.  
Please refer to Amended and Restated Schedules E-1, 5.20 and 7.13.
 
Page 4 of 4