EX-99.25 11 bf-pledge.htm COMMERCIAL PLEDGE AGREEMENT (BANCFIRST) Exhibit 99.25 - Commercial Pledge Agreement (BancFirst)

BancFirst

COMMERCIAL PLEDGE AGREEMENT

Principal
$222,000.00
Loan Date
02-02-2001
Maturity
09-02-2005
Loan No.
4000040429
Call / Coll
20120 / 33
Account

Officer
BKR
Initials

References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

Borrower: Jack E. Golsen (SSN: ###-##-####)
Sylvia H. Golsen (SSN: ###-##-####)
16 South Pennsylvania
Oklahoma City, OK 73107
Lender: BancFirst
OKC - MAIN AND BROADWAY
101 NORTH BROADWAY
PO BOX 26788
OKLAHOMA CITY, OK 73126-0788
(405) 270-1000
Grantor: SBL Corporation
16 South Pennsylvania Ave.
Oklahoma City, OK 73107

THIS COMMERCIAL PLEDGE AGREEMENT dated February 2, 2001, is made and executed among SBL Corporation ("Grantor"); Jack E. Golsen and Sylvia H. Golsen ("Borrower"); and BancFirst ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means all of Grantor's property (however owned if more than one), in the possession of Lender (or in the possession of a third party subject to the control of Lender), whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following:

            188,500 Shares of LSB Industries, Inc. Stock, Cusip No. 502160 10 4, Certificate Number OKC 11688 in the 
            name of SBL Corporation

             74,500 Shares of LSB Industries, Inc. Stock, Cusip No. 502160 10 4, Certificate Number OKC 11717, in the 
             name of SBL Corporation

In addition, the word "Collateral" includes all of Grantor's property (however owned), in the possession of Lender (or in the possession of a third party subject to the control of Lender), whether now or hereafter existing and whether tangible or intangible in character, including without limitation each of the following:

          (A)     All property to which Lender acquires title or documents of title.

          (B)     All property assigned to Lender.

          (C)     All promissory notes, bills of exchange, stock certificates, bonds, savings passbooks, time certificates of
                   deposit, insurance policies, and all other instruments and evidence of an obligation.

          (D)    All records relating to any of the property described in this Collateral section, whether in the form of a 
                    writing, microfilm, microfiche, or electronic media.

          (E)     All Income and Proceeds from the Collateral as defined herein.

CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower or any one or more of them, owed to Lender, whether of a like nature to the Note Indebtedness or not, whether arising from a loan or a purchased obligation, whether incurred for a consumer or a business purpose, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated and whether Borrower may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this Agreement or by applicable law, (A) Borrower agrees that Lender need not tell Borrower about any action or inaction Lender takes in connection with this Agreement; (B) Borrower assumes the responsibility for being and keeping informed about the Collateral; and (C) Borrower waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon the Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this agreement is executed at Borrower's request and not at the request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment to Borrower or Grantor, or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any modification of payment terms or other terms, or (D) exchange or release any Collateral or other security. No such act or failure to act shall affect Lender's rights against Grantor or the Collateral.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:

          Ownership. Grantor is the lawful owner of the Collateral free and clear of all security interests, liens, 
           encumbrances and claims of others except as disclosed to and accepted by Lender in writing prior to 
           execution of this Agreement.

          Right to Pledge. Grantor has the full right, power and authority to enter into this Agreement and to pledge 
          the Collateral.

          Authority; Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and 
          to grant a security interest in the Collateral to Lender. This Agreement is binding upon Grantor as well as 
          Grantor's successors and assigns, and is legally enforceable in accordance with its terms. The foregoing
          representations and warranties, and all other representations and warranties contained in this Agreement 
          are and shall be continuing in nature and shall remain in full force and effect until such time as this 
          Agreement is terminated or cancelled as provided herein.

          No Further Assignment. Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose 
          of any of Grantor's rights in the Collateral except as provided in this Agreement.

          No Defaults. There are no defaults existing under the Collateral, and there are no offsets or counterclaims to 
          the same. Grantor will strictly and promptly perform each of the terms, conditions, covenants and agreements, 
          if any, contained in the Collateral which are to be performed by Grantor.

          No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing 
          Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit
          any term or condition of this Agreement.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Colalteral. Lender shall have the following rights in addition to all other rights Lender may have by law:

          Maintenance and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems
          necessary or desirable to protect, maintain, insure, store, or care for the Collateral, including paying of any liens 
          or claims against the Collateral. This may include such things as hiring other people, such as attorneys, appraisers 
          or other experts. Lender may charge Grantor for any cost incurred in so doing. When applicable law provides 
          more than one method of perfection of Lender's security interest, Lender may choose the method(s) to be used. 
          If the Collateral consists of stock, bonds or other investment property for which no

                                                                    COMMERCIAL PLEDGE AGREEMENT
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            certificate has been issued, Grantor agrees, at Lender's request, either to request issuance of an appropriate
            certificate or to give instructions on Lender's forms to the issuer, transfer agent, mutual fund company or broker, 
            as the case may be, to record on its books or records Lender's security interest in the Collateral.

             Income and Proceeds from the Collateral. Lender may receive all income and Proceeds and add it to the 
             Collateral. Grantor agrees to deliver to Lender immediately upon receipt, in the exact form received and without
             commingling with other property, all Income and Proceeds from the Collateral which may be received by, paid, 
             or delivered to Grantor or for Grantor's account, whether as an addition to, in discharge of, in substitution of, 
             or in exchange for any of the Collateral.

             Application of Cash. At Lender's option, Lender may apply any cash, whether included in the Collateral or 
             received as Income and Proceeds or through liquidation, sale, or retirement, of the Collateral, to the satisfaction 
             of the Indebtedness of such portion thereof as Lender shall choose, whether or not matured.

             Transactions with Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal 
             or change in terms or conditions, or (3) compromise, compound or release any obligation, with any one or 
             more Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems advisable, without 
             obtaining the prior written consent of Grantor, and no such act or failure to act shall affect Lender's rights 
             against Grantor or the Collateral.

             All Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the 
             Collateral is located at one or more offices or branches of Lender. This will be the case whether or not the 
             office or branch where Grantor obtained Grantor's loan knows about the Collateral or relies upon the Collateral 
             as security. In the event Grantor comes into the possession of any Collateral, Grantor will deliver it immediately 
             to Lender.

             Collection of Collateral. Lender at Lender's option may, but need not, collect the Income and Proceeds directly
              from the Obligors. Grantor authorizes and directs the Obligors, if Lender decides to collect the Income and
              Proceeds, to pay and deliver to Lender all Income and Proceeds from the Collateral and to accept Lender's 
              receipt for the payments.

              Power of Attorney. Grantor irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of
              substitution, (a) to demand, collect, receive, receipt for, sue and recover all Income and Proceeds, and other 
              sums of money and other property which may now or hereafter become due, owing or payable from the 
              Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and all instruments,
              receipts, checks, drafts, and warrants issued in payment for the Collateral; (c) to settle or compromise any and 
              all claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor's 
              release and acquittance for Grantor; 9d) to file any claim or claims or to take any action or institute or take part 
              in any proceedings, either in Lender's own name or in the name of Grantor, or otherwise, which in the discretion 
              of Lender may seem to be necessary or advisable; and (e) to execute in Grantor's name and to deliver to the
              Obligors on Grantor's behalf, at the time and in the manner specified by the Collateral, any necessary 
              instruments or documents.

              Perfection of Security Interest. Upon Lender's request, Grantor will deliver to Lender any and all of the 
             documents evidencing or constituting the Collateral. When applicable law provides more than one method of
             perfection of Lender's security interest, Lender may choose the method(s) to be used. Upon Lender's request,
             Grantor will sign and deliver any writings necessary to perfect Lender's security interest. If any of the Collateral
             consists of securities for which no certificate has been issued, Grantor agrees, at Lender's option, either to 
             request issuance of an appropriate certificate or to execute appropriate instructions on Lender's forms 
             instructing the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its 
             books or records, by book-entry or otherwise, Lender's security interest in the Collateral. Grantor hereby 
             appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary 
             to perfect or to continue the security interest granted in this Agreement.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such encumbrances incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. If Lender is required by law to give Grantor notice before or after Lender makes an expenditure, Grantor agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in Lender's possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation, Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) Informing Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender shall have no liability for depreciation or deterioration of the Collateral.

DEFAULT.   Each of the following shall constitute an Event of Default under this Agreement:

          Payment Default. Borrower fails to make any payment when due under the Indebtedness.

          Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation,

          Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit,
          security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person
          that may materially affect any of Borrower's property or Borrower's or any Grantor's ability to repay the 
          Indebtedness or perform their respective obligations under this Agreement or any of the Related Documents.

          False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor 
          or on Borrower's or Grantor's behalf under this Agreement, the Note, or the Related Documents is false or 
          misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at 
          any time thereafter.

          Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect
          (including failure of any collateral document to create a valid and perfected security interest or lien) at any time 
          and for any reason.

          Death or Insolvency. The death of Borrower or Grantor or the dissolution or termination of Borrower's or 
          Grantor's existence as a going business, the insolvency of Borrower or Grantor, the appointment of a receiver for 
          any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type of creditor
          workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against 
          Borrower or Grantor.

          Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by 
           judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor 
           or by any governmental agency against any collateral securing the Indebtedness. This includes a 
           garnishment of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender. 
           However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor 
           as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture 
           proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture 
           proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture 
           proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve 
           or bond for the dispute.

            Insufficient Market Value of Securities. The Collateral to loan percentage falls below 200.00%; as a result of 
            the deterioration of the market value of the Collateral , Grantor does not, by the close of business on the next
            business day after Grantor has received notice from Lender of the deterioration, either (1) reduce the amount 
            of the Indebtedness in this loan as required by Lender or (2) pledge or grant an additional security interest to
             increase the value of the Collateral as required by Lender.

          Events Affecting Guarantor. Any of the preceding events occurs with respect to guarantor, endorser, surety, or
          accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies 
          or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the 
           Indebtedness.

          Adverse Change. A material adverse change occurs in Borrower's or Grantor's financial condition, or Lender

 

 

                                                                COMMERCIAL PLEDGE AGREEMENT
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           believes the prospect of payment or performance of the Indebtedness is impaired.

           Adverse Change. A material adverse change occurs in Borrower's or Grantor's financial condition, or Lender 
           believes the prospect of payment or performance of the Indebtedness is impaired.

           Insecurity. Lender in good faith believes itself insecure.

          Cure Provisions. If any default, other than a default in payment or failure to satisfy Lender's requirement in the
           Insufficient Market Value of Securities section is curable and if Grantor has not been given a notice of a breach 
          of the same provision of this Agreement within the preceding twelve (12) months, it may be cured (and no event 
          of default will have occurred) if Grantor, after receiving written notice from Lender demanding cure of such 
          default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days,
          immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default 
          and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as 
          soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

           Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Borrower would be
           required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor.

           Collect the Collateral. Collect any of the Collateral and, at Lender's option and to the extent permitted by 
           applicable law, retain possession of the Collateral while suing on the Indebtedness.

           Sell the Collateral. Sell the Collateral, at Lender's discretion, as a unit or in parcels, at one or more public or 
           private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type 
           customarily sold on a recognized market, Lender shall give or mail to Grantor, or any of them, notice at least 
           ten (10) days in advance of the time and place of any public sale, or of the date after which any private sale 
           may be made. Grantor agrees that any requirement of reasonable notice is satisfied if Lender mails notice by 
           ordinary mail addressed to Grantor, or any of them, at the last address Grantor has given Lender in writing. If a 
           public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single
           publication in any newspaper of general circulation in the county where the Collateral is located, setting forth 
           the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any 
           public sale.

           Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal 
           and state securities laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is 
           unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation 
           to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons 
           or to a restricted group of persons, even though such sale may result in a price that is less favorable than 
           might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If 
           any securities held as Collateral are "restricted securities" as defined in the Rules of the Securities and Exchange
           Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state "Blue Sky"
           laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees 
           that neither Grantor, nor any member of Grantor's family, nor any other person signing this Agreement will sell 
           or dispose of any securities of such issuer without obtaining Lender's prior written consent.

           Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral.  In 
        addition to other rights and remedies granted under this Agreement and under applicable law, Lender 
           may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or 
           other securities Intermediary any of the Collateral consisting of investment property or financial assets 
           (collectively herein, "Investment property") in Lender's sole name or in the name of Lender's broker, 
           agent or nominee; ()2) cause any issuer, broker or other securities intermediary to deliver to Lender 
           any of the Collateral consisting of securities, or investment property capable of being delivered; 
            (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with 
           respect to any Collateral consisting of investment property, on such terms as Lender may deem 
           appropriate, in its sole discretion, including, without limitation, an agreement granting to Lender any 
           of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such 
           control agreement on Grantor's behalf and in Grantor's name, and hereby irrevocably appoints Lender 
           as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control 
            agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control 
            agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, 
            or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts 
            concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect 
            to any Collateral consisting of investment property. Any control agreement entered with respect to 
            any investment property shall contain the following provisions, at Lender's discretion. Lender shall be 
            authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking 
            such actions with respect to the investment property as Lender may instruct, without further notice to 
            or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, 
            account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop 
            loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to 
            sell or to liquidate any investment property, or to pay the cash surrender or account termination value 
            with respect to any and all investment property, and to deliver all such payments and liquidation 
            proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary 
            to place Lender in "control" of such investment collateral, as contemplated under the provisions of 
            the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders" concerning 
            the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the
            provisions of the Uniform Commercial Code.

            Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral.

           Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor 
            irrevocably appoints Lender as Grantor's attorney-in-fact to execute endorsements, assignments and 
            instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable.

            Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under 
             the provisions of the Uniform Commercial Code, at law, in equity, or otherwise.

            Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the 
            collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration 
            of securities, commissions incurred in connection with a sale, attorneys' fees and court costs, whether or 
            not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection 
            and sale of such Collateral and to the payment of the Indebtedness of Borrower to Lender, with any excess 
            funds to be paid to Grantor as the interests of Grantor may appear. Borrower agrees, to the extent permitted 
            by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

            Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, 
            whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative 
            and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not 
            exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an 
            obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right 
            to declare a default and exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement.

              Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding 
              and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous
              representations and discussions concerning such matters either are included in this document or do not 
              constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this 
              Agreement, no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Grantor's
              obligations under this Agreement. No alteration of or amendment to this Agreement shall be effective unless 
              given in writing and signed by the party or parties sought to be charged or bound by the Alteration or 
              amendment.

              Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including
              Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this
              Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the 
              costs and expenses of such enforcement. Costs and expenses include Lenders' attorneys' fees and legal 
              expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
              proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any 
              anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional 
              fees as may be directed by the court.

             Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be 
             used to interpret or define the provisions of this Agreement.

              Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal 
              law and the laws of the State of Oklahoma. This Agreement has been accepted by Lender in the State of
              Oklahoma.

              Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and

 

 

                                                                       COMMERCIAL PLEDGE AGREEMENT
                                                                                                  (Continued)                                                                            Page 4
_______________________________________________________________________________________________

                 several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall
                 mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for 
                 all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited
                 liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the 
                 officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and 
                 any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed
                 under this Agreement.

                  No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless 
                 such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising
                 any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this
                 Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance 
                 with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
                 dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's
                 obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, 
                 the granting of such consent by Lender in any instance shall not constitute continuing consent to 
                 subsequent instances where such consent is required and in all cases such consent may be granted or 
                 withheld in the sole discretion of Lender.

                 Notices. To the extent permitted by applicable law, any notice required to give given under this Agreement 
                 shall be given in writing, and shall be effective when actually delivered, when actually received by 
                 telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight 
                 courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail 
                 postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may 
                 change its address for notices under this Agreement by giving formal written notice to the other parties,
                 specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor 
                 agrees to keep Lender informed at all times of Grantor's current address. To the extent permitted by 
                 applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed 
                 to be notice given to all Grantors.

                 Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, 
                 invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision 
                 illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall 
                 be considered modified so that it becomes legal, valid and enforceable. If the offending provision 
                 cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required 
                 by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not 
                 affect the legality, validity or enforceability of any other provision of this Agreement.

                 Successors and Assigns. Subject to any limitations stated in this Agreement or transfer of Grantor's 
                 interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors 
                 and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, 
                 without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the
                 Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of 
                 this Agreement or liability under the Indebtedness.

                 Time is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such term in the Uniform Commercial Code.

                  Agreement. The word "Agreement" means this Commercial Pledge Agreement, as this Commercial Pledge
                  Agreement may be amended or modified from time to time, together with all exhibits and schedules attached 
                  to this Commercial Pledge Agreement from time to time.

                  Borrower. The word "Borrower" means Jack E. Golsen and Sylvia H. Golsen, and all other persons and 
                  entities signing the Notice in whatever capacity.

                  Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all of the Collateral 
                  as described in the Collateral Description section of this Agreement.

                  Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default

                  Event of Default. The words "Event of Default" mean any of the events of default set forth in this 
                  Agreement in the default section of this Agreement.

                  Grantor. The word "Grantor" means SBL Corporation.

                  Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation 
                   party to Lender, including without limitation a guaranty of all or part of the Note.

                  Income and Proceeds. The words "Income and Proceeds" mean all present and future income, proceeds,
                  earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without
                  limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock
                  dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due 
                  and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or 
                  no par value issued in substitution or exchange for shares included in the Collateral, and all other property
                  Grantor is entitled to receive on account of such Collateral, including accounts, documents, instruments, 
                  chattel paper, and general intangibles.

                   Indebtedness. The word "Indebtedness" means the Indebtedness evidenced by the Note or Related 
                   Documents, including all principal and interest together with all other Indebtedness and costs and 
                   expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

                   Lender. The word "Lender" means BancFirst, its successors and assigns.

                  Note. The word "Note" means the Note executed by Borrower in the principal amount of $222,000.00 dated
                  February 2, 2001, together with all renewals of, extensions of, modifications of, refinancings of, 
                  consolidations of, and substitutions for the note or credit agreement.

                   Obligor. The word "Obligor" means without limitation any and all persons obligated to pay money or to 
                   perform some other act under the Collateral.

                   Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
                   agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, 
                   security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now 
                   or hereafter existing, executed in connection with the Indebtedness.

BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 2, 2001.

GRANTOR:

SBL CORPORATION



By:  /s/ Jack E. Golsen                                                   
      Jack E. Golsen, President of SBL Corporation

 

BORROWER:



X  /s/ Jack E. Golsen                                                      
    Jack E. Golsen, Individually





X   /s/ Sylvia H. Golsen                                                        
    Sylvia H. Golsen, Individually