AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 10, 1998
REGISTRATION NO. 333-44905
__________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CLIMACHEM, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 6749 73-1528549
_________________ __________________ __________________
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classi- Identification No.)
incorporation or fication Code Number)
organization)
16 SOUTH PENNSYLVANIA
OKLAHOMA CITY, OKLAHOMA 73107
TELEPHONE: (405) 235-4546
__________________________________________________
(Address, including zip code, and telephone number,
including area code, of registrants' principal
executive offices)
JACK E. GOLSEN COPY TO:
CHIEF EXECUTIVE OFFICER IRWIN H. STEINHORN, ESQ.
ClimaChem, Inc. Conner & Winters
16 South Pennsylvania 211 North Robinson, Suite 1700
Oklahoma City, Oklahoma 73107 Oklahoma City, Oklahoma 73102
Telephone: (405) 235-4546 Telephone: (405) 272-5711
______________________________
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
<TABLE>
<CAPTION>
Jurisdiction
Exact Name of Additional of Classification Identification
Registrants* Incorporation Number Number
________________________ _____________ ______________ ______________
<S> <C> <C> <C>
APR Corporation Oklahoma 3585 73-1415062
CHP Corporation Oklahoma 3585 73-1094496
Climate Master, Inc. Delaware 3585 93-0857025
Climate Mate Inc. Canada 3585 N/A
DSN Corporation Oklahoma 3585 73-1456545
El Dorado Chemical Company Oklahoma 2819 73-1456545
International Environmental
Corporation Oklahoma 2873 73-1183488
KOAX Corp. Oklahoma 3585 73-1284158
LSB Chemical Corp. Oklahoma 3585 73-1207958
Northwest Financial
Corporation Oklahoma 7392 73-1131584
Slurry Explosive
Corporation Oklahoma 6749 73-1330903
The Environmental
Group, Inc. Oklahoma 3585 73-1431586
The Environmental Group
International Limited England 3585 N/A
Total Energy Systems
Limited(1) Australia 2892 N/A
T.E.S. Mining Services
Pty. Ltd.(1) Australia 2892 N/A
Total Energy Systems (NZ)
Limited(1) New Zealand 2892 N/A
Universal Tech Corporation Oklahoma 8731 73-1364261
<FN>
*Address and telephone number of principal executive offices are
the same as those of ClimaChem, Inc., except as indicated below.
(1) The address and telephone number of the principal executive
offices of Total Energy Systems Limited and its subsidiaries,
T.E.S. Mining Services Pty. Ltd. and Total Energy Systems (NZ),
Ltd., are Irvieta House, Level 9, 172 Edwards Street, Brisbane,
Queensland, Australia 4000; 617-3-221-4406.
</FN>
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box:[ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) FEE
__________________ _____________ _____________ ____________ ____________
<S> <C> <C> <C> <C>
10-3/4% Series B
Senior Notes due
2007............ $105,000,000 100% $105,000,000 $31,813(3)
Guarantees of
10-3/4% Series B
Senior Notes due
2007............ $105,000,000 (2) (2) None
<FN>
(1) Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee.
(2) No further fee is payable pursuant to Rule 457(n).
(3) The registration fee was previously paid.
</FN>
</TABLE>
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT THAT
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and each of the Guarantors (except as set forth
below) are incorporated under the laws of the State of Oklahoma.
Section 1031 of the Oklahoma General Corporation Act authorizes
indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
Climate Master, Inc. ("CM") is incorporated under the laws of
the State of Delaware. Section 145 of the Delaware General
Corporation Law (the "Delaware Law") authorizes indemnification of
CM's directors and officers under a variety of circumstances which
may include liabilities under the Securities Act.
The general effect of the foregoing is to provide that each of
the domestic Registrants will indemnify its directors and officers
against all liabilities and expenses actually and reasonably
incurred in connection with the defense or settlement of any
judicial or administrative proceedings in which they have become
involved by reason of their status as corporate directors or
officers, if they acted in good faith and in the reasonable belief
that their conduct was neither unlawful (in the case of criminal
proceedings) nor inconsistent with the best interests of a
particular Registrant. With respect to legal proceedings by, or in
the right of, a Registrant, in which a director or officer is
adjudged liable for improper performance of his duty to the
Registrant or another enterprise which such person served in a
similar capacity at the request of the Registrant, indemnification
is limited by such provisions to that amount which is permitted by
the court.
The Environmental Group International Limited ("TEGI") is
incorporated under the laws of the United Kingdom. Article 13(a)
of TEGI's Articles of Association provides that every director or
other officer of TEGI shall be indemnified out of the assets of
TEGI against all losses or liabilities which he may sustain or
incur in or about the execution of the duties of his office or
otherwise in relation thereto, including any liability incurred by
him in defending any proceedings, whether civil or criminal, or in
connection with any application under certain provisions of the
Companies Act of 1985 in which relief is granted to him by the
court, and no director or other officer shall be liable for any
loss, damage or misfortune which may happen to or be incurred by
TEGI in the execution of the duties of his office or in relation
thereto; provided that Article 13 shall only have effect insofar as
its provisions are not avoided by certain provisions of the
Companies Act of 1985.
Climate Mate Inc. ("CMI") is incorporated under the laws of
the Province of Ontario, Canada. Section 2.08 of CM's Bylaws
provides that, except as provided in the Business Corporations Act
of 1982--Ontario, every director and officer of CMI, every former
director and officer of CMI, and every person who acts or acted at
CMI's request as a director or officer of another corporation of
which CMI is, or was, a shareholder or creditor, and his heirs or
legal representatives, shall at all times be indemnified and saved
harmless by CMI from and against all costs, charges and expenses,
including an amount paid to settle any action or satisfy a judgment
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by
reason of, or having been a director or officer of, CMI or such
other corporation if (a) he acted honestly and in good faith with
a view to the best interests of CMI, and (b) in the case of a
criminal or administrative action or proceeding that is enforced by
monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.
Total Energy Systems Limited ("TES") and T.E.S. Mining
Services Pty. Ltd. ("TES Mining") are registered under the law of
Queensland, Australia. Article 26.1 of the TES Articles of
Association provide that every officer, auditor or agent of TES is
indemnified by the Company for all liabilities incurred by him in
his capacity as, or by reason of his holding the position of,
officer, auditor or agent, as the case may be, to the extent
permitted by law, and such indemnity extends to any liability
incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is
II-1
<PAGE>
acquitted or in connection with any application in relation to any
such proceedings in which relief is granted to him by the court
under law. Article 38(a) of the T.E.S. Mining Articles of
Association provides that no director or manager, secretary or
other officer of TES Mining acting in good faith and within the
scope of his duties or what he believes to be the scope of his
duties shall be liable for any loss, damage or misfortune which may
occur whether the same be occasioned by any mistake, error,
oversight or omission on his part or not.
Total Energy Systems (NZ) Limited ("TES (NZ") is incorporated
under the laws of New Zealand. Article 11.1 of the Constitution of
TES (NZ) provides that the board of TES (NZ) may cause TES (NZ) to
indemnify a director and former director and former employee or
employee of TES (NZ) or a related company for costs incurred by him
or her in any proceeding that relates to (a) liability for any act
or omission in his or her capacity as a director or employee and
(b) in which judgment is given in his or her favor or in which he
or she is acquitted or which is discontinued. Article 11.1
provides further that the board may cause TES (NZ) to indemnify a
director or an employee or former director or former employee of
TES (NZ) or a related company in respect of (a) liability to any
person other than TES (NZ) or a related company for any act or
omission in his or her capacity as a director or employee; or (b)
costs incurred by the director or employee in defending or settling
any claim or proceeding relating to any liability under the
foregoing sentence, provided that the liability is not criminal or
(in the case of a director) in respect of a breach of the duty to
act in good faith and in the best interests of TES (NZ) or (in the
case of an employee) in respect of a breach of any fiduciary duty
owed to TES (NZ) or a related company.
LSB, the Company or a Guarantor Subsidiary maintains officers'
and directors' liability insurance which insures against
liabilities that officers and directors of each Registrant may
incur in such capacities.
Item 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
__________ ___________
<S> <C>
1 Purchase Agreement, dated November 26, 1997,
between ClimaChem, Inc. and certain subsidiaries of
ClimaChem, and Wasserstein Perella Securities,
Inc.*
3.1 Certificate of Incorporation of ClimaChem, Inc.*
3.2 Bylaws of ClimaChem, Inc.*
3.3 Certificate of Incorporation of APR Corporation*
3.4 Bylaws of APR Corporation*
3.5 Certificate of Incorporation of CHP Corporation*
3.6 Bylaws of CHP Corporation*
3.7 Articles of Incorporation of Climate Master, Inc.*
3.8 Bylaws of Climate Master, Inc.*
3.9 Certificate of Incorporation of Climate Mate Inc.*
3.10 Bylaws of Climate Mate Inc.*
3.11 Certificate of Incorporation of DSN Corporation*
3.12 Bylaws of DSN Corporation*
3.13 Certificate of Incorporation of El Dorado Chemical
Company*
3.14 Bylaws of El Dorado Chemical Company*
3.15 Certificate of Incorporation of International
Environmental Corporation*
II-2
Exhibit No. Description
___________ ___________
3.16 Bylaws of International Environmental Corporation*
3.17 Certificate of Incorporation of KOAX Corp.*
3.18 Bylaws of KOAX Corp.*
3.19 Certificate of Incorporation of LSB Chemical Corp.*
3.20 Bylaws of LSB Chemical Corp.*
3.21 Certificate of Incorporation of Northwest Financial
Corporation*
3.22 Bylaws of Northwest Financial Corporation*
3.23 Certificate of Incorporation of Slurry Explosive
Corporation*
3.24 Bylaws of Slurry Explosive Corporation*
3.25 Certificate of Incorporation of The Environmental
Group, Inc.*
3.26 Bylaws of The Environmental Group, Inc.*
3.27 Memorandum and Articles of Association of The
Environmental Group International Ltd.*
3.28 Certificate of Incorporation and Memorandum and
Articles of Association of T.E.S. Mining Services
Pty. Ltd.*
3.29 Certificate of Incorporation and Constitution of
Total Energy Systems (NZ) Limited*
3.30 Memorandum of Association of Total Energy Systems
Limited*
3.31 Certificate of Incorporation of Universal Tech
Corporation*
3.32 Bylaws of Universal Tech Corporation*
4.1 Indenture, dated as of November 26, 1997, by and
among ClimaChem, Inc., the Subsidiary Guarantors
and Bank One, NA, as trustee, is incorporated by
reference from Exhibit 4.1 to LSB Industries,
Inc.'s Form 8-K, dated November 26, 1997.*
4.2 Registration Rights Agreement, dated as of
November 26, 1997, by and among ClimaChem, Inc.,
the Guarantors, and the Initial Purchaser, is
incorporated by reference from Exhibit 4.2 to LSB
Industries, Inc.'s Form 8-K, dated November 26,
1997.*
4.3 Form of 10 3/4% Senior Notes due 2007 and 10-3/4%
Series B Senior Notes due 2007 (included in Exhibit
4.1 as Exhibit A)*
5.1 Opinion of Conner & Winters, A Professional Corporation**
5.2 Opinion of Gilbert, Segall & Young, LLP**
5.3 Opinion of Corrs Chambers Westgarth**
5.4 Opinion of McLean & Kerr**
5.5 Opinion of Clyde & Co.**
5.6 Opinion of Bell Gully Buddle Weir**
8.1 Opinion of Conner & Winters with respect to certain tax
matters (included in Exhibit 5.1)**
10.1 Promissory Note, dated November 26, 1997, executed by LSB
Industries, Inc. in favor of ClimaChem, Inc.*
II-3
Exhibit No. Description
___________ ___________
10.2 Amended and Restated Loan and Security Agreement, dated
November 21, 1997, by and between BankAmerica Business
Credit, Inc. and Climate Master, Inc., International
Environmental Corporation, El Dorado Chemical Company,
and Slurry Explosive Corporation.*
10.3 Continuing Guaranty, dated November 21, 1997, between
ClimaChem, Inc. and BankAmerica Business Credit, Inc.*
10.4 Services Agreement, dated November 21, 1997, between LSB
Industries, Inc. and ClimaChem, Inc.*
10.5 Management Agreement, dated November 21, 1997, between
LSB Industries, Inc. and ClimaChem, Inc.*
10.6 Tax Sharing Agreement, dated November 21, 1997, between
LSB Industries, Inc. and ClimaChem, Inc.*
10.7 Agreement for Purchase and Sale of Anhydrous Ammonia,
dated as of January 1, 1997, between El Dorado Chemical
Company and Farmland Industries, Inc. is incorporated by
reference from Exhibit 10.10 to LSB Industries, Inc.'s
Form 10-K for the fiscal year ended December 31, 1996.*
10.8 Lease Agreement, dated November 12, 1987, between Climate
Master, Inc. and West Point Company and amendments
thereto is incorporated by reference from Exhibits 10.32,
10.36, and 10.37 to LSB Industries, Inc.'s Form 10-K for
the fiscal year ended December 31, 1988.*
10.9 Severance Agreement, dated January 17, 1989, between LSB
Industries, Inc. and Jack E. Golsen, is incorporated by
reference from Exhibit 10.48 to LSB Industries, Inc.'s
Form 10-K for the fiscal year ended December 31, 1988.
LSB Industries, Inc. also entered into identical
agreements with Tony M. Shelby, David R. Goss, Barry H.
Golsen, David M. Shear, and Jim D. Jones, and the Company
will provide copies thereof to the Commission upon
request.*
10.10 Employment Agreement and Amendment to Severance
Agreement, dated January 12, 1989, between LSB
Industries, Inc. and Jack E. Golsen, dated March 21,
1996, is incorporated by reference from Exhibit 10.15 to
LSB Industries, Inc.'s Form 10-K for the fiscal year
ended December 31, 1995.*
10.11 Processing Agreement, dated January 1, 1994, between
Monsanto Company and El Dorado Chemical Company is
incorporated by reference from Exhibit 10.22 to LSB
Industries, Inc.'s Form 10-K for the fiscal year ended
December 31, 1994.*
10.12 Loan and Security Agreement (DSN Plant), dated
October 31, 1994, between DSN Corporation and The CIT
Group/Equipment Financing, Inc. is incorporated by
reference from Exhibit 10.1 to LSB Industries, Inc.'s
Form 10-Q for the fiscal quarter ended September 30,
1994.*
10.13 First Amendment to Loan and Security Agreement (DSN
Plant), dated June 1, 1995, between DSN Corporation and
The CIT Group/Equipment Financing, Inc.*
10.14 Loan and Security Agreement (Mixed Acid Plant), dated
April 5, 1995, between DSN Corporation and The CIT
Group/Equipment Financing, Inc. is incorporated by
reference from Exhibit 10.25 to LSB Industries, Inc.'s
Form 10-K for the fiscal year ended December 31, 1994.*
10.15 First Amendment to Loan and Security Agreement (Mixed
Acid Plant), dated November 15, 1995, between DSN
Corporation and The CIT Group/Equipment Financing, Inc.*
10.16 Loan and Security Agreement (Rail Tank Cars), dated
November 15, 1995, between DSN Corporation and The CIT
Group/Equipment Financing, Inc.*
10.17 First Amendment to Loan and Security Agreement (Rail Tank
Cars), dated November 15, 1995, between DSN Corporation
and the CIT Group/Equipment Financing, Inc.*
II-4
Exhibit No. Description
___________ ___________
10.18 Letter amendment, dated May 14, 1997, to Loan and
Security Agreement between DSN Corporation and The CIT
Group/Equipment Financing, Inc. is incorporated by
reference from Exhibit 10.1 to LSB Industries, Inc.'s
Form 10-Q for the fiscal quarter ended March 31, 1997.*
10.19 Amendment to Loan and Security Agreement, dated
November 21, 1997, between DSN Corporation and The CIT
Group/Equipment Financing, Inc.*
10.20 Guaranty Agreement, dated November 21, 1997, executed by
ClimaChem, Inc. in favor of The CIT Group/Equipment
Financing, Inc.*
10.21 Promissory Note, dated July 14, 1989, from Climate
Master, Inc. to Oklahoma County Finance Authority*
10.22 Extension of Maturity on Promissory Note, dated
February 7, 1997, relating to the Promissory Note, dated
July 14, 1989, from Climate Master, Inc. to Oklahoma
County Finance Authority*
10.23 Mortgage of Tenant's Interest in Lease, dated July 1,
1989, executed by Climate Master, Inc. in favor of the
Oklahoma County Finance Authority*
10.24 Project Loan Agreement, dated July 1, 1989, between
Climate Master, Inc., and the Oklahoma County Finance
Authority*
10.25 Hire-Purchase Agreement, dated November 21, 1994, between
Total Energy Systems Limited and Toyota Finance Australia
Limited*
10.26 Lease Agreement, dated October 25, 1996, between Total
Energy Systems Limited and Sanwa Australia Finance
Limited. Total Energy Systems Limited has entered into
a second Lease Agreement which is substantially
identical, copies of which will be provided to the
Commission upon request.*
10.27 Master Lease Agreement, dated October 10, 1995, between
Total Energy Systems (NZ) Limited and GE Capital (NZ)
Limited*
10.28 Master Lease Agreement, dated December 15, 1994, between
Total Energy Systems Limited and KE Financial Corporation
Limited*
10.29 Land Lease, dated March 1, 1995, between DSN Corporation
and Koch Sulphur Products Company*
10.30 Promissory Note, dated June 2, 1997, executed by
International Environmental Corporation in favor of ORIX
Credit Alliance, Inc.*
10.31 Security Agreement-Mortgage on Goods and Chattels dated
April 18, 1997, executed by International Environmental
Corporation in favor of ORIX Credit Alliance, Inc.*
10.32 Lease Agreement, dated March 7, 1988, between Northwest
Financial Corporation and International Environmental
Corporation*
10.33 First Amendment, dated August 17, 1995, to Lease
Agreement dated March 7, 1988, between Prime Financial
Corporation and International Environmental Corporation*
10.34 Assignment, dated August 17, 1995, between Northwest
Financial Corporation and Prime Financial Corporation*
10.35 Loan and Security Agreement, dated March 14, 1995,
between International Environmental Corporation and
MetLife Capital Corporation*
10.36 Lease Agreement, dated April 3, 1996, between Amplicon
Financial and International Environmental Corporation*
II-5
Exhibit No. Description
___________ ___________
10.37 Equipment Purchase and Security Agreement, dated
February 1, 1994, between U. S. Amada Ltd. and Climate
Master, Inc. Climate Master has entered into three other
Equipment Purchase and Security Agreements which are
substantially identical in all material respects except
the principal amount is $380,000, $88,000, and $330,000,
respectively. Copies of each of the foregoing will be
provided to the Commission upon request.*
10.38 Facility Letter, dated August 20, 1997, between Bank of
New Zealand, Australia, and Total Energy Systems Limited*
10.39 Variation Letter, dated February 10, 1998, between Bank
of New Zealand, Australia, and Total Energy Systems
Limited*
10.40 Debenture Charge, dated March 7, 1995, between Total
Energy Systems Limited and Bank of New Zealand. T.E.S.
Mining Services Pty. Ltd. and Total Energy Systems (NZ)
Limited are each parties to substantially identical
Debentures, copies of which will be provided to the
Commission upon request.*
10.41 Master Commercial Hire and Purchase Agreement (New South
Wales), dated November 14, 1994, between G.E. Capital
Australia Limited and Total Energy Systems Limited*
10.42 Master Commercial Hire Purchase Agreement (Western
Australia), dated November 14, 1994, between G.E. Capital
Australia Limited and Total Energy Systems Limited*
10.43 Master Commercial Hire Purchase Agreement (Queensland),
dated November 14, 1994, between G.E. Capital Australia
Limited and Total Energy Systems Limited*
10.44 Anhydrous Ammonia Sales Agreement, dated May 28, 1997,
to be effective January 1, 1997, between Koch Nitrogen
Company and El Dorado Chemical Company is incorporated by
reference from Exhibit 10.1 to the Quarterly Report on
Form 10-Q of LSB Industries, Inc., the parent of the
Company, as filed on August 19, 1997. CERTAIN
INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT
IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.*
10.45 Baytown Nitric Acid Project and Supply Agreement dated
June 27, 1997, by and among El Dorado Nitrogen Company,
El Dorado Chemical Company and Bayer Corporation is
incorporated by reference from Exhibit 10.2 to the
Quarterly Report on Form 10-Q of LSB Industries, Inc.,
the parent of the Company, as filed on August 19, 1997.
CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED
AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.*
10.46 Services Agreement, dated June 27, 1997, between Bayer
Corporation and El Dorado Nitrogen Company is
incorporated by reference from Exhibit 10.3 to the
Quarterly Report on Form 10-Q of LSB Industries, Inc.,
the parent of the Company, as filed on August 19, 1997.
CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED
AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.*
10.47 Ground Lease dated June 27, 1997, between Bayer
Corporation and El Dorado Nitrogen Company is
incorporated by reference from Exhibit 10.4 to the
Quarterly Report on Form 10-Q of LSB Industries, Inc.,
the parent of the Company, as filed on August 19, 1997.*
II-6
Exhibit No. Description
___________ ___________
10.48 Participation Agreement, dated as of June 27, 1997,
among El Dorado Nitrogen Company, Boatmen's Trust
Company of Texas as Owner Trustee, Security Pacific
Leasing Corporation, as Owner Participant and a
Construction Lender, Wilmington Trust Company,
Bayerische Landesbank, New York Branch, as a
Construction Lender and the Note Purchaser, and Bank
of America National Trust and Savings Association, as
Construction Loan Agent is incorporated by reference
from Exhibit 10.5 to the Quarterly Report on Form 10-Q
of LSB Industries, Inc., the parent of the Company, as
filed on August 19, 1997. CERTAIN INFORMATION WITHIN
THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF
COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997,
GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER
THE FREEDOM OF INFORMATION ACT AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.*
10.49 Lease Agreement, dated as of June 27, 1997, between
Boatmen's Trust Company of Texas as Owner Trustee and El
Dorado Nitrogen Company is incorporated by reference from
Exhibit 10.6 to the Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the Company, as filed on
August 19, 1997.*
10.50 Security Agreement and Collateral Assignment of
Construction Documents, dated as of June 27, 1997, made
by El Dorado Nitrogen Company is incorporated by
reference from Exhibit 10.7 to the Quarterly Report on
Form 10-Q of LSB Industries, Inc., the parent of the
Company, as filed on August 19, 1997.*
10.51 Security Agreement and Collateral Assignment of Facility
Documents, dated as of June 27, 1997, made by El Dorado
Nitrogen Company and consented to by Bayer Corporation
is incorporated by reference from Exhibit 10.8 to the
Quarterly Report on Form 10-Q of LSB Industries, Inc.,
the parent of the Company, as filed on August 19, 1997.*
10.52 Union Contracts, dated August 5, 1995, by and between EDC
and the Oil, Chemical and Atomic Workers, the
International Association of Machinists and Aerospace
Workers, and the United Steel Workers of America, dated
November 1, 1995, is incorporated by reference from
Exhibit 10.7 to LSB Industries, Inc.'s Form 10-K for the
fiscal year ended December 31, 1995.*
10.53 First Amendment to Amended and Restated Loan and Security
Agreement, dated March 12, 1998, between BankAmerica
Business Credit, Inc. and Climate Master, Inc.,
International Environmental Corporation, El Dorado
Chemical Company and Slurry Explosive Corporation.*
10.54 Amendment to Loan and Security Agreement, dated March 16,
1998, between The CIT Group/Equipment Financing, Inc. and
DSN Corporation.*
10.55 Waiver Letter, dated March 16, 1998, from BankAmerica
Business Credit, Inc.*
12.1 Ratio of Earnings to Fixed Charges*
21.1 Subsidiaries of ClimaChem, Inc.*
23.1 Consent of Ernst & Young LLP**
23.2 Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5.1)**
23.3 Consent of Gilbert, Segall & Young, LLP (included in
Exhibit 5.2)**
23.4 Consent of Corrs Chambers Westgarth (included in Exhibit
5.3)**
23.5 Consent of McLean & Kerr (included in Exhibit 5.4)**
23.6 Consent of Clyde & Co. (included in Exhibit 5.5)**
23.7 Consent of Bell Gully Buddle Weir (included in Exhibit
5.6)**
II-7
Exhibit No. Description
___________ ___________
24.1 Powers of Attorney (included in signature pages to the
original Registration Statement as previously filed)*
25.1 Statement of Eligibility of Trustee on Form T-1*
27.1 Financial Data Schedule*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Tender Instruction*
99.4 Exchange Agent Agreement, dated February ___, 1998,
between Bank One, NA, as Exchange Agent, and each of the
Registrants*
<FN>
* Previously filed.
**Filed herewith.
</FN>
</TABLE>
(b) Financial Statement Schedule
Report of Independent Auditors
Schedule II - Valuation of Qualifying Allowances
The Company has omitted all other schedules because the
conditions requiring their filing do not exist or because the
required information appears in the Company's Consolidated
Financial Statements, including the notes thereto.
UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
indemnification provisions described herein, or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrants hereby undertake to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within
one business date of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
The undersigned registrants hereby undertake to supply by
means of a post-effective amendment all information concerning a
transaction and the company being acquired involved therein, that
was not the subject of and included in the registration statement
when it became effective.
The undersigned registrants hereby undertake to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
II-8
<PAGE>
(ii) Reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume
of securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in the
form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) Include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(2) For the purpose of determining liability under the
Securities Act, each such post-effective amendment shall
be treated as a new registration statement relating to
the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) Remove from registration by means of a post-effective
registration statement any of the securities that remain
unsold at the termination of the offering.
II-9
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
ClimaChem, Inc.
We have audited the consolidated balance sheets of ClimaChem,
Inc. as of December 31, 1996, and 1997, and the related
consolidated statements of operations and retained earnings and
cash flows for each of the three years in the period ended
December 31, 1997, and have issued our report thereon dated March 16,
1998 (included elsewhere in this Registration Statement). Our audits
also included the financial statement schedule listed in Item 21(b)
of this Registration Statement. This schedule is the responsibility
of the Company's management. Our responsibility is to express an
opinion based on our audits.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Ernst & Young
Ernst & Young LLP
Oklahoma City, Oklahoma
March 16, 1998
II-10
<PAGE>
<TABLE>
<CAPTION>
<PAGE>
ClimaChem, Inc.
Schedule II - Valuation and Qualifying Accounts
Years ended December 31, 1997, 1996 and 1995
(Dollars in Thousands)
Additions Deductions
___________ ____________
Balance at Charged to Write-offs/ Balance
Beginning Costs and Costs at End
Description of Year Expenses Incurred of Year
_____________________________________________________________________________
<S> <C> <C> <C> <C>
Accounts Receivable
allowance for doubtful
accounts(1)
1997 $ 1,296 $ 521 $ 339 $ 1,478
1996 $ 1,424 $ 280 $ 408 $ 1,296
1995 $ 1,433 $ 756 $ 765 $ 1,424
Notes Receivable
allowance for doubtful
accounts(1):
1997 $ 1,515 $ 175 $ -- $ 1,690
1996 $ 500 $ 1,015 $ -- $ 1,515
1995 $ 500 $ -- $ -- $ 500
<FN>
(1) Deducted in the balance sheet from the related assets to which the reserve
applies
</FN>
</TABLE>
II-11
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
ClimaChem, Inc.
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ President, Chief Executive April 10, 1998
Jack E. Golsen Officer, Chairman of the
Board and Director
(Principal Executive Officer)
*
__________________ Vice President, Vice April 10, 1998
Barry H. Golsen Chairman of the Board
and Director
*
__________________ Vice President and Chief
Tony M. Shelby Financial Officer and
Director April 10, 1998
(Principal Financial Officer)
*
__________________ Vice President and Director April 10, 1998
David R. Goss
*
__________________ Vice President and Treasurer April 10, 1998
Jim D. Jones (Principal Accounting Officer)
*
__________________ Director April 10, 1998
Raymond B. Ackerman
*
__________________ Director April 10, 1998
Robert C. Brown
II-12
<PAGE>
<PAGE>
*
__________________ Director April 10, 1998
Bernard G. Ille
*
__________________ Director April 10, 1998
Horace G. Rhodes
*
__________________ Director April 10, 1998
Jerome D. Shaffer
*By: /s/ Jack E. Golsen
___________________
Jack E. Golsen
Attorney-in-fact
II-13
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
APR Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ President; Director April 10, 1998
Barry H. Golsen (Principal Executive Officer)
*
__________________ Vice President, Treasurer April 10, 1998
David R. Goss Secretary and Director
(Principal Accounting Officer)
*
__________________ Vice President April 10, 1998
Tony M. Shelby (Principal Financial Officer)
*By: /s/ Jack E. Golsen
________________________
Jack E. Golsen
Attorney-in-fact
II-14
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused Amendment No. 1 to the Registration
Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
CHP Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ _____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ President and Director April 10, 1998
Barry H. Golsen (Principal Executive Officer)
*
__________________ Vice President, Secretary April 10, 1998
David R. Goss and Director
*
__________________ Vice President April 10, 1998
Tony M. Shelby (Principal Financial/
Accounting Officer)
*By: /s/ Jack E. Golsen
_______________________
Jack E. Golsen
Attorney-in-fact
II-15
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Climate Master, Inc.
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ Chief Executive Officer, April 10, 1998
Steven J. Golsen Co-Chairman of the Board
and Director
(Principal Executive Officer)
*
__________________ Executive Vice President and April 10, 1998
Barry H. Golsen Director
*
__________________ Vice President, Secretary April 10, 1998
David R. Goss and Director
*
__________________ Vice President and Treasurer April 10, 1998
Tony M. Shelby (Principal Financial/
Accounting Officer)
*By: /s/ Jack E. Golsen
_________________________
Jack E. Golsen
Attorney-in-fact
II-16
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Climate Mate Inc.
By: /s/ David R. Goss
____________________________
David R. Goss, President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ David R. Goss
_________________ President, Treasurer April 10, 1998
David R. Goss and Director
(Principal Executive/
Financial/Accounting
Officer)
*
__________________ Director April 10, 1998
Arlene Wolfe
*By: /s/ Jack E. Golsen
_____________________
Jack E. Golsen
Attorney-in-fact
II-17
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
DSN Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen, President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ President, Chairman of April 10, 1998
Jack E. Golsen the Board and Director
(Principal Executive Officer)
*
________________ Vice President and Director April 10, 1998
Barry H. Golsen
*
__________________ Vice President, Treasurer April 10, 1998
Tony M. Shelby and Director
(Principal Financial/
Accounting Officer)
*
__________________ Vice President, Secretary April 10, 1998
David R. Goss and Director
*By: /s/ Jack E. Golsen
_________________________
Jack E. Golsen
Attorney-in-fact
II-18
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
El Dorado Chemical Company
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ President, Treasurer and April 10, 1998
James L. Wewers Director
(Principal Executive/
Financial/Accounting Officer)
*
__________________ Senior Vice President and April 10, 1998
Phil Gough Director
*
__________________ Senior Vice President and April 10, 1998
Dick Milliken Director
*
__________________ Senior Vice President and April 10, 1998
Paul Rydlund Director
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-19
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
The Environmental Group, Inc.
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chairman of the Board and April 10, 1998
Jack E. Golsen Director
*
__________________ President and Director April 10, 1998
Barry H. Golsen (Principal Executive Officer)
*
__________________ Executive Vice President April 10, 1998
Steven J. Golsen and Director
*
__________________ Secretary, Treasurer and April 10, 1998
David R. Goss Director
(Principal Financial Officer)
*
__________________ Controller April 10, 1998
Jerry Snellen (Principal Accounting Officer)
*By: /s/ Jack E. Golsen
_____________________
Jack E. Golsen
Attorney-in-fact
II-20
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
The Environmental Group
International Limited
By: /s/ Barry H. Golsen
___________________________
Barry H. Golsen, Director
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/Barry H. Golsen
___________________ Director April 10, 1998
Barry H. Golsen (Principal Executive Officer)
*
__________________ Assistant Secretary and April 10, 1998
Cathy Horton Director
*
__________________ Director April 10, 1998
David R. Goss (Principal Financial/
Accounting Officer)
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-21
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
International Environmental
Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ Chief Executive Officer, April 10, 1998
Barry H. Golsen Co-Chairman of the Board
and Director
(Principal Executive Officer)
*
__________________ Vice President, Secretary, April 10, 1998
David R. Goss Treasurer and Director
*
__________________ Vice President April 10, 1998
Tony M. Shelby (Principal Financial/
Accounting Officer)
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-22
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Koax Corp.
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ _____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ President and Director April 10, 1998
Barry H. Golsen (Principal Executive Officer)
*
__________________ Vice President and Director April 10, 1998
David R. Goss
*
__________________ Vice President April 10, 1998
Tony M. Shelby (Principal Financial/
Accounting Officer)
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-23
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
LSB Chemical Corp.
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ Chief Executive Officer, April 10, 1998
Jack E. Golsen Chairman of the Board and
Director
(Principal Executive Officer)
*
__________________ President and Director April 10, 1998
James L. Wewers
*
__________________ Vice President and Director April 10, 1998
Barry H. Golsen
*
__________________ Vice President, Secretary April 10, 1998
Tony M. Shelby and Director (Principal
Financial/Accounting Officer)
*
__________________ Vice President, Treasurer April 10, 1998
David R. Goss and Director
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-24
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Northwest Financial Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ Jack E. Golsen
__________________ President, Chief Executive April 10, 1998
Jack E. Golsen Officer, Chairman of the
Board and Director
(Principal Executive Officer)
*
__________________ Vice President, Treasurer, April 10, 1998
Tony M. Shelby Secretary and Director
(Principal Financial/
Accounting Officer)
*
__________________ Vice President and Director April 10, 1998
Barry H. Golsen
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-25
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Slurry Explosive Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ _______ ____
/s/ Jack E. Golsen
__________________ Chief Executive Officer, April 10, 1998
Jack E. Golsen Chairman of the Board and
Director
(Principal Executive Officer)
*
__________________ President and Director April 10, 1998
William Manion
*
__________________ Vice President and Director April 10, 1998
James L. Wewers
*
__________________ Vice President, Treasurer, April 10, 1998
Paul Keeling Secretary and Director
(Principal Accounting Officer)
*
__________________ Vice President and Director April 10, 1998
Tony M. Shelby (Principal Financial Officer)
*
__________________ Vice President and Director April 10, 1998
David R. Goss
*By: /s/ Jack E. Golsen
___________________
Jack E. Golsen
Attorney-in-fact
II-26
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
T.E.S. Mining Services Pty. Ltd.
By: /s/ James L. Wewers
___________________________
James L. Wewers, Director
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ James L. Wewers
__________________ Director April 10, 1998
James L. Wewers (Principal Executive Officer)
*
__________________ Director April 10, 1998
Kevin J. Harman (Principal Financial/
Accounting Officer)
*
__________________ Director April 10, 1998
Paul Rydlund
*
__________________ Director April 10, 1998
William R. Manion
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-27
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Total Energy Systems Limited
By: /s/ James L. Wewers
___________________________
James L. Wewers,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ James L. Wewers
__________________ Vice President and April 10, 1998
James L. Wewers Chairman of the Board
(Principal Executive Officer)
*
__________________ Managing Director April 10, 1998
Kevin Harman (Principal Financial/
Accounting Officer)
*
__________________ Director April 10, 1998
Paul Rydlund
*
__________________ Director April 10, 1998
William Manion
*
__________________ Director April 10, 1998
Peter Geroff
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-28
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Total Energy Systems (NZ)
Limited
By: /s/ James L. Wewers
___________________________
James L. Wewers, Director
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ ____
/s/ James L. Wewers
___________________ Director April 10, 1998
James L. Wewers (Principal Executive Officer)
*
___________________ Director April 10, 1998
Kevin Harman (Principal Financial/
Accounting Officer)
*
__________________ Director April 10, 1998
Paul Rydlund
*
__________________ Director April 10, 1998
William R. Manion
*By: /s/ Jack E. Golsen
____________________
Jack E. Golsen
Attorney-in-fact
II-29
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company has duly caused this Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma on April 10, 1998.
Universal Tech Corporation
By: /s/ Jack E. Golsen
___________________________
Jack E. Golsen,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dated
indicated:
Signature Capacity Date
_________ ________ _____
/s/ Jack E. Golsen
__________________ Chairman of the Board April 10, 1998
Jack E. Golsen and Director
*
__________________ President and Director April 10, 1998
Oldrich Machacek (Principal Executive Officer)
*
__________________ Vice President and Director April 10, 1998
James L. Wewers
*
__________________ Vice President, Treasurer, April 10, 1998
Tony M. Shelby Secretary and Director
(Principal Financial/
Accounting Officer)
*
__________________ Assistant Secretary and April 10, 1998
David M. Shear Director
*By: /s/ Jack E. Golsen
___________________
Jack E. Golsen
Attorney-in-fact
II-30
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
_____________
Exhibit No. Description Page No.
__________ ___________ ________
<S> <C> <C>
1 Purchase Agreement, dated November 26,
1997, between ClimaChem, Inc. and
certain subsidiaries of ClimaChem, and
Wasserstein Perella Securities, Inc.*
3.1 Certificate of Incorporation of
ClimaChem, Inc.*
3.2 Bylaws of ClimaChem, Inc.*
3.3 Certificate of Incorporation of APR
Corporation*
3.4 Bylaws of APR Corporation*
3.5 Certificate of Incorporation of CHP
Corporation*
3.6 Bylaws of CHP Corporation*
3.7 Articles of Incorporation of Climate
Master, Inc.*
3.8 Bylaws of Climate Master, Inc.*
3.9 Certificate of Incorporation of Climate
Mate Inc.*
3.10 Bylaws of Climate Mate Inc.*
3.11 Certificate of Incorporation of DSN
Corporation*
3.12 Bylaws of DSN Corporation*
3.13 Certificate of Incorporation of El
Dorado Chemical Company*
3.14 Bylaws of El Dorado Chemical Company*
3.15 Certificate of Incorporation of
International Environmental
Corporation*
3.16 Bylaws of International Environmental
Corporation*
3.17 Certificate of Incorporation of KOAX
Corp.*
3.18 Bylaws of KOAX Corp.*
3.19 Certificate of Incorporation of LSB
Chemical Corp.*
3.20 Bylaws of LSB Chemical Corp.*
3.21 Certificate of Incorporation of
Northwest Financial Corporation*
3.22 Bylaws of Northwest Financial
Corporation*
3.23 Certificate of Incorporation of Slurry
Explosive Corporation*
3.24 Bylaws of Slurry Explosive Corporation*
3.25 Certificate of Incorporation of The
Environmental Group, Inc.*
3.26 Bylaws of The Environmental Group, Inc.*
-1-
Exhibit No. Description Page No.
___________ ___________ ________
3.27 Memorandum and Articles of Association
of The Environmental Group International
Ltd.*
3.28 Certificate of Incorporation and Memorandum
and Articles of Association of T.E.S.
Mining Services Pty. Ltd.*
3.29 Certificate of Incorporation and
Constitution of Total Energy Systems
(NZ) Limited*
3.30 Memorandum of Association of Total Energy
Systems Limited*
3.31 Certificate of Incorporation of Universal
Tech Corporation*
3.32 Bylaws of Universal Tech Corporation*
4.1 Indenture, dated as of November 26, 1997,
by and among ClimaChem, Inc., the
Subsidiary Guarantors and Bank One, NA,
as trustee, is incorporated by reference
from Exhibit 4.1 to LSB Industries,
Inc.'s Form 8-K, dated November 26, 1997.*
4.2 Registration Rights Agreement, dated as
of November 26, 1997, by and among
ClimaChem, Inc., the Guarantors, and the
Initial Purchaser, is incorporated by
reference from Exhibit 4.2 to LSB
Industries, Inc.'s Form 8-K, dated
November 26, 1997.*
4.3 Form of 10 3/4% Senior Notes due 2007 and
10-3/4% Series B Senior Notes due 2007
(included in Exhibit 4.1 as Exhibit A)*
5.1 Opinion of Conner & Winters, A Professional
Corporation**
5.2 Opinion of Gilbert, Segall & Young, LLP**
5.3 Opinion of Corrs Chambers Westgarth**
5.4 Opinion of McLean & Kerr**
5.5 Opinion of Clyde & Co.**
5.6 Opinion of Bell Gully Buddle Weir**
8.1 Opinion of Conner & Winters with respect
to certain tax matters (included in
Exhibit 5.1)**
10.1 Promissory Note, dated November 26, 1997,
executed by LSB Industries, Inc. in favor
of ClimaChem, Inc.*
10.2 Amended and Restated Loan and Security
Agreement, dated November 21, 1997, by and
between BankAmerica Business Credit, Inc.
and Climate Master, Inc., International
Environmental Corporation, El Dorado
Chemical Company, and Slurry Explosive
Corporation.*
10.3 Continuing Guaranty, dated November 21,
1997, between ClimaChem, Inc. and
BankAmerica Business Credit, Inc.*
10.4 Services Agreement, dated November 21,
1997, between LSB Industries, Inc. and
ClimaChem, Inc.*
-2-
Exhibit No. Description Page No.
__________ ___________ ________
10.5 Management Agreement, dated November 21,
1997, between LSB Industries, Inc. and
ClimaChem, Inc.*
10.6 Tax Sharing Agreement, dated November 21,
1997, between LSB Industries, Inc. and
ClimaChem, Inc.*
10.7 Agreement for Purchase and Sale of
Anhydrous Ammonia, dated as of January 1,
1997, between El Dorado Chemical Company
and Farmland Industries, Inc. is incor-
porated by reference from Exhibit 10.10
to LSB Industries, Inc.'s Form 10-K for
the fiscal year ended December 31, 1996.*
10.8 Lease Agreement, dated November 12, 1987,
between Climate Master, Inc. and West
Point Company and amendments thereto is
incorporated by reference from Exhibits
10.32, 10.36, and 10.37 to LSB Industries,
Inc.'s Form 10-K for the fiscal year ended
December 31, 1988.*
10.9 Severance Agreement, dated January 17,
1989, between LSB Industries, Inc. and
Jack E. Golsen, is incorporated by
reference from Exhibit 10.48 to LSB
Industries, Inc.'s Form 10-K for the
fiscal year ended December 31, 1988.
LSB Industries, Inc. also entered into
identical agreements with Tony M. Shelby,
David R. Goss, Barry H. Golsen, David M.
Shear, and Jim D. Jones, and the Company
will provide copies thereof to the
Commission upon request.*
10.10 Employment Agreement and Amendment to
Severance Agreement, dated January 12,
1989, between LSB Industries, Inc. and
Jack E. Golsen, dated March 21, 1996, is
incorporated by reference from Exhibit
10.15 to LSB Industries, Inc.'s Form 10-K
for the fiscal year ended December 31,
1995.*
10.11 Processing Agreement, dated January 1,
1994, between Monsanto Company and El
Dorado Chemical Company is incorporated
by reference from Exhibit 10.22 to LSB
Industries, Inc.'s Form 10-K for the
fiscal year ended December 31, 1994.*
10.12 Loan and Security Agreement (DSN Plant),
dated October 31, 1994, between DSN
Corporation and The CIT Group/Equipment
Financing, Inc. is incorporated by
reference from Exhibit 10.1 to LSB
Industries, Inc.'s Form 10-Q for the
fiscal quarter ended September 30,
1994.*
10.13 First Amendment to Loan and Security
Agreement (DSN Plant), dated June 1,
1995, between DSN Corporation and The
CIT Group/Equipment Financing, Inc.*
10.14 Loan and Security Agreement (Mixed
Acid Plant), dated April 5, 1995,
between DSN Corporation and The CIT
Group/Equipment Financing, Inc. is
incorporated by reference from Exhibit
10.25 to LSB Industries, Inc.'s Form
10-K for the fiscal year ended
December 31, 1994.*
10.15 First Amendment to Loan and Security
Agreement (Mixed Acid Plant), dated
November 15, 1995, between DSN
Corporation and The CIT Group/Equipment
Financing, Inc.*
-3-
Exhibit No. Description Page No.
___________ ___________ ________
10.16 Loan and Security Agreement (Rail Tank
Cars), dated November 15, 1995, between
DSN Corporation and The CIT Group/
Equipment Financing, Inc.*
10.17 First Amendment to Loan and Security
Agreement (Rail Tank Cars), dated
November 15, 1995, between DSN
Corporation and the CIT Group/Equipment
Financing, Inc.*
10.18 Letter amendment, dated May 14, 1997,
to Loan and Security Agreement between
DSN Corporation and The CIT Group/
Equipment Financing, Inc. is incor-
porated by reference from Exhibit 10.1
to LSB Industries, Inc.'s Form 10-Q for
the fiscal quarter ended March 31, 1997.*
10.19 Amendment to Loan and Security Agreement,
dated November 21, 1997, between DSN
Corporation and The CIT Group/Equipment
Financing, Inc.*
10.20 Guaranty Agreement, dated November 21,
1997, executed by ClimaChem, Inc. in
favor of The CIT Group/Equipment
Financing, Inc.*
10.21 Promissory Note, dated July 14, 1989,
from Climate Master, Inc. to Oklahoma
County Finance Authority*
10.22 Extension of Maturity on Promissory Note,
dated February 7, 1997, relating to the
Promissory Note, dated July 14, 1989,
from Climate Master, Inc. to Oklahoma
County Finance Authority*
10.23 Mortgage of Tenant's Interest in Lease,
dated July 1, 1989, executed by Climate
Master, Inc. in favor of the Oklahoma
County Finance Authority*
10.24 Project Loan Agreement, dated July 1,
1989, between Climate Master, Inc.,
and the Oklahoma County Finance
Authority*
10.25 Hire-Purchase Agreement, dated
November 21, 1994, between Total
Energy Systems Limited and Toyota
Finance Australia Limited*
10.26 Lease Agreement, dated October 25,
1996, between Total Energy Systems
Limited and Sanwa Australia Finance
Limited. Total Energy Systems Limited
has entered into a second Lease
Agreement which is substantially
identical, copies of which will be
provided to the Commission upon
request.*
10.27 Master Lease Agreement, dated October 10,
1995, between Total Energy Systems (NZ)
Limited and GE Capital (NZ) Limited*
10.28 Master Lease Agreement, dated December 15,
1994, between Total Energy Systems Limited
and KE Financial Corporation Limited*
10.29 Land Lease, dated March 1, 1995, between
DSN Corporation and Koch Sulphur Products
Company*
10.30 Promissory Note, dated June 2, 1997,
executed by International Environmental
Corporation in favor of ORIX Credit
Alliance, Inc.*
-4-
Exhibit No. Description Page No.
___________ ___________ _________
10.31 Security Agreement-Mortgage on Goods and
Chattels dated April 18, 1997, executed
by International Environmental Corporation
in favor of ORIX Credit Alliance, Inc.*
10.32 Lease Agreement, dated March 7, 1988,
between Northwest Financial Corporation
and International Environmental
Corporation*
10.33 First Amendment, dated August 17, 1995,
to Lease Agreement dated March 7, 1988,
between Prime Financial Corporation and
International Environmental Corporation*
10.34 Assignment, dated August 17, 1995, between
Northwest Financial Corporation and Prime Financial
Corporation*
10.35 Loan and Security Agreement, dated March 14,
1995, between International Environmental
Corporation and MetLife Capital
Corporation*
10.36 Lease Agreement, dated April 3, 1996,
between Amplicon Financial and
International Environmental Corporation*
10.37 Equipment Purchase and Security Agreement,
dated February 1, 1994, between U. S. Amada
Ltd. and Climate Master, Inc. Climate
Master has entered into three other
Equipment Purchase and Security Agreements
which are substantially identical in all
material respects except the principal
amount is $380,000, $88,000, and
$330,000, respectively. Copies of each
of the foregoing will be provided to the
Commission upon request.*
10.38 Facility Letter, dated August 20, 1997,
between Bank of New Zealand, Australia,
and Total Energy Systems Limited*
10.39 Variation Letter, dated February 10, 1998,
between Bank of New Zealand, Australia,
and Total Energy Systems Limited*
10.40 Debenture Charge, dated March 7, 1995,
between Total Energy Systems Limited
and Bank of New Zealand. T.E.S. Mining
Services Pty. Ltd. and Total Energy
Systems (NZ) Limited are each parties
to substantially identical Debentures,
copies of which will be provided to the
Commission upon request.*
10.41 Master Commercial Hire and Purchase
Agreement (New South Wales), dated
November 14, 1994, between G.E. Capital
Australia Limited and Total Energy Systems
Limited*
10.42 Master Commercial Hire Purchase Agreement
(Western Australia), dated November 14,
1994, between G.E. Capital Australia
Limited and Total Energy Systems Limited*
10.43 Master Commercial Hire Purchase Agreement
(Queensland), dated November 14, 1994,
between G.E. Capital Australia Limited
and Total Energy Systems Limited*
-5-
Exhibit No. Description Page No.
___________ ___________ ________
10.44 Anhydrous Ammonia Sales Agreement, dated
May 28, 1997, to be effective January 1,
1997, between Koch Nitrogen Company and
El Dorado Chemical Company is incorporated
by reference from Exhibit 10.1 to the
Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the
Company, as filed on August 19, 1997.
CERTAIN INFORMATION WITHIN THIS EXHIBIT
HAS BEEN OMITTED AS IT IS THE SUBJECT OF
COMMISSION ORDER CF #5551, DATED
SEPTEMBER 25, 1997, GRANTING A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER THE
FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.*
10.45 Baytown Nitric Acid Project and Supply
Agreement dated June 27, 1997, by and
among El Dorado Nitrogen Company,
El Dorado Chemical Company and Bayer
Corporation is incorporated by reference
from Exhibit 10.2 to the Quarterly Report
on Form 10-Q of LSB Industries, Inc.,
the parent of the Company, as filed on
August 19, 1997. CERTAIN INFORMATION
WITHIN THIS EXHIBIT HAS BEEN OMITTED AS
IT IS THE SUBJECT OF COMMISSION ORDER
CF #5551, DATED SEPTEMBER 25, 1997,
GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION
ACT AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.*
10.46 Services Agreement, dated June 27, 1997,
between Bayer Corporation and El Dorado
Nitrogen Company is incorporated by
reference from Exhibit 10.3 to the
Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the
Company, as filed on August 19, 1997.
CERTAIN INFORMATION WITHIN THIS EXHIBIT
HAS BEEN OMITTED AS IT IS THE SUBJECT
OF COMMISSION ORDER CF #5551, DATED
SEPTEMBER 25, 1997, GRANTING A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER THE
FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.*
10.47 Ground Lease dated June 27, 1997,
between Bayer Corporation and El Dorado
Nitrogen Company is incorporated by
reference from Exhibit 10.4 to the
Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the
Company, as filed on August 19, 1997.*
-6-
Exhibit No. Description Page No.
___________ ___________ ________
10.48 Participation Agreement, dated as of
June 27, 1997, among El Dorado Nitrogen
Company, Boatmen's Trust Company of
Texas as Owner Trustee, Security Pacific
Leasing Corporation, as Owner Participant
and a Construction Lender, Wilmington
Trust Company, Bayerische Landesbank,
New York Branch, as a Construction Lender
and the Note Purchaser, and Bank of
America National Trust and Savings
Association, as Construction Loan Agent
is incorporated by reference from Exhibit
10.5 to the Quarterly Report on Form 10-Q
of LSB Industries, Inc., the parent of
the Company, as filed on August 19, 1997.
CERTAIN INFORMATION WITHIN THIS EXHIBIT
HAS BEEN OMITTED AS IT IS THE SUBJECT OF
COMMISSION ORDER CF #5551, DATED SEPTEMBER 25,
1997, GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION
ACT AND THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.*
10.49 Lease Agreement, dated as of June 27,
1997, between Boatmen's Trust Company
of Texas as Owner Trustee and El Dorado
Nitrogen Company is incorporated by
reference from Exhibit 10.6 to the
Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the
Company, as filed on August 19, 1997.*
10.50 Security Agreement and Collateral
Assignment of Construction Documents,
dated as of June 27, 1997, made by
El Dorado Nitrogen Company is
incorporated by reference from Exhibit
10.7 to the Quarterly Report on
Form 10-Q of LSB Industries, Inc., the
parent of the Company, as filed on
August 19, 1997.*
10.51 Security Agreement and Collateral
Assignment of Facility Documents, dated
as of June 27, 1997, made by El Dorado
Nitrogen Company and consented to by
Bayer Corporation is incorporated by
reference from Exhibit 10.8 to the
Quarterly Report on Form 10-Q of LSB
Industries, Inc., the parent of the
Company, as filed on August 19, 1997.*
10.52 Union Contracts, dated August 5, 1995,
by and between EDC and the Oil, Chemical
and Atomic Workers, the International
Association of Machinists and Aerospace
Workers, and the United Steel Workers
of America, dated November 1, 1995, is
incorporated by reference from Exhibit
10.7 to LSB Industries, Inc.'s Form
10-K for the fiscal year ended
December 31, 1995.*
10.53 First Amendment to Amended and Restated
Loan and Security Agreement, dated
March 12, 1998, between BankAmerica
Business Credit, Inc. and Climate Master,
Inc., International Environmental
Corporation, El Dorado Chemical Company
and Slurry Explosive Corporation.*
10.54 Amendment to Loan and Security Agreement,
dated March 16, 1998, between The CIT
Group/Equipment Financing, Inc. and DSN
Corporation.*
10.55 Waiver Letter, dated March 16, 1998,
from BankAmerica Business Credit, Inc.*
-7-
Exhibit No. Description Page No.
___________ ____________ _________
12.1 Ratio of Earnings to Fixed Charges*
21.1 Subsidiaries of ClimaChem, Inc.*
23.1 Consent of Ernst & Young LLP**
23.2 Consent of Conner & Winters, A
Professional Corporation (included
in Exhibit 5.1)**
23.3 Consent of Gilbert, Segall & Young,
LLP (included in Exhibit 5.2)**
23.4 Consent of Corrs Chambers Westgarth
(included in Exhibit 5.3)**
23.5 Consent of McLean & Kerr (included
in Exhibit 5.4)**
23.6 Consent of Clyde & Co. (included in
Exhibit 5.5)**
23.7 Consent of Bell Gully Buddle Weir
(included in Exhibit 5.6)**
24.1 Powers of Attorney (included in
signature pages to the original
Registration Statement as previously
filed)*
25.1 Statement of Eligibility of Trustee
on Form T-1*
27.1 Financial Data Schedule*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Tender Instruction*
99.4 Exchange Agent Agreement, dated
February ___, 1998, between Bank One,
NA, as Exchange Agent, and each of
the Registrants*
<FN>
* Previously filed.
**Filed herewith.
</FN>
</TABLE>
CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
ONE LEADERSHIP SQUARE
211 NORTH ROBINSON, SUITE 1700
OKLAHOMA CITY, OKLAHOMA 73102-7101
April 8, 1998
ClimaChem, Inc.
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
Re: ClimaChem, Inc.; 10 % Senior Notes Due 2007; Form
S-4 Registration Statement; Our File No. 7539.2
_________________________________________________
Ladies and Gentlemen:
We are special counsel to ClimaChem, Inc., an Oklahoma
corporation (the "Company"), and the Guarantors named in the
Registration Statement, all of whom are subsidiaries of the Company
(the "Guarantors," and together with the Company, the "Issuers"),
and have acted as such in connection with the filing of a
Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities
Act"). The Registration Statement covers up to $105,000,000 in
aggregate principal amount of ClimaChem's 10 % Series B Senior
Notes due 2007 (the "New Notes") offered in exchange for up to
$105,000,000 in aggregate principal amount of outstanding 10 %
Senior Notes due 2007 originally issued and sold in reliance upon
an exemption from registration under the Securities Act (the "Old
Notes"). The Old Notes are, and the New Notes will be,
unconditionally guaranteed (the "Guarantees") by the Guarantors.
The Old Notes were issued under, and the New Notes will be issued
under, the Indenture, dated November 26, 1997 (the "Indenture"),
among the Issuers and Bank One, NA, as trustee. The exchange will
be made pursuant to an exchange offer (the "Exchange Offer")
contemplated by the Registration Statement. Capitalized terms used,
but not otherwise defined, herein shall have the meanings assigned
to them in the Registration Statement.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of the
following:
(a) Indenture;
(b) New Notes;
(c) Guarantees to be issued by the Guarantors;
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 2
(d) (i) Certificate of Good Standing of the Company, an
Oklahoma corporation ("Company's Certificate"); (ii)
Certificate of Good Standing of APR Corporation, an
Oklahoma corporation ("APR"); (iii) Certificate of Good
Standing of CHP Corporation, an Oklahoma corporation
("CHP"); (iv) Certificate of Good Standing of Climate
Master, Inc., a Delaware corporation ("CM"); (v)
Certificate of Good Standing of DSN Corporation, an
Oklahoma corporation ("DSN"); (vi) Certificate of Good
Standing of El Dorado Chemical Company, an Oklahoma cor-
poration ("EDC"); (vii) Certificate of Good Standing of
International Environmental Corporation, an Oklahoma
corporation ("IEC"); (viii) Certificate of Good Standing
of KOAX Corp., an Oklahoma corporation ("KOAX"); (ix)
Certificate of Good Standing of LSB Chemical Corp., an
Oklahoma corporation ("LSBC"); (x) Certificate of Good
Standing of Northwest Financial Corporation, an Oklahoma
corporation ("NFC"); (xi) Certificate of Good Standing of
Slurry Explosive Corporation, an Oklahoma corporation
("Slurry"); (xii) Certificate of Good Standing of The
Environmental Group, Inc., an Oklahoma corporation
("TEG"); and (xiii) Certificate of Good Standing of
Universal Tech Corporation, an Oklahoma corporation
("UT"), each issued by the Secretary of State of Oklahoma
on November 12 or 14, 1997, except the Certificate of
Good Standing of CM was issued by the Secretary of State
of Delaware on November 18, 1997;
(e) Certificate of Incorporation of each of the Company, APR,
CHP, CM, DSN, EDC, IEC, KOAX, LSBC, NFC, Slurry, TEG, and
UT, each certified by the Secretary of State of Oklahoma
on November 14, 1997, except the Certificate of
Incorporation of CM was certified by the Secretary of
State of Delaware on November 18, 1997;
(f) Bylaws, as amended, of each of the Company, APR, CHP,
CMI, DSN, EDC, IEC, KOAX, LSB, LSBC, NFC, Slurry, TEG and
UT;
(g) Unanimous Written Consent of the Board of Directors of
the Company, dated November 21, 1997, relating to the
Indenture and the Notes;
(h) Unanimous Written Consent by each Board of Directors of
the following entities, each dated November 21, 1997,
relating to the Indenture and the Guarantees: APR, CHP,
CMI, CM, DSN, EDC, IEC, KOAX, LSBC, NFC, Slurry, TEG, and
UT; and
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 3
(i) Minute Books of the Company and the Guarantors other than
Climate Mate, Inc., a Province of Ontario, Canada
corporation ("CMI"), The Environmental Group
International Limited, a United Kingdom corporation
("TEGI"), Total Energy Systems Limited, an Australian
corporation ("TES"), T.E.S. Mining Services Pty. Ltd., an
Australian corporation ("TES Mining"), and Total Energy
Systems (NZ) Limited, a New Zealand corporation ("TES
(NZ)") (CMI, TEGI, TES, TES Mining, and TES (NZ) are
collectively referred to as the "Foreign Guarantors").
The documents and instruments listed above in (a) through (i)
are referred to herein as the "Documents."
We have examined the originals or copies, certified or
otherwise identified to our satisfaction, of all such records of
the Company and the Guarantors, as we have deemed necessary or
appropriate. We have also examined certificates of public
officials, including certificates not identified above,
certificates of officers or representatives of the Company and the
Guarantors, and such other documents, certificates and corporate or
other records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In connection with this opinion, we have relied upon, among
other things, (a) the opinion issued by Corrs Chambers Westgarth,
Australian counsel, dated April 7, 1998, relating to TES, TES
Mining and TES (NZ); (b) the opinion of Clyde & Co., United
Kingdom counsel, dated April 6, 1998, relating to TEGI; and (c) the
amended opinion issued by McLean & Kerr dated January 21, 1998,
relating to CMI (collectively, the "Opinions of Foreign Counsel").
We have relied upon the Opinions of Foreign Counsel that each of
the Foreign Guarantors is duly incorporated, validly existing and
in good standing under the laws of each Foreign Guarantor's
respective jurisdiction of incorporation and that the Foreign
Guarantors have duly authorized the execution, delivery, and
performance of the Indenture and Guarantees under the laws of each
Foreign Guarantors' respective jurisdiction of incorporation.
In our examination we have assumed, without the duty to
investigate, the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all docu-
ments submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have also assumed
the due authorization, execution and delivery of all documents re-
ferred to herein by all parties thereto other than the Company and
the Guarantors. As to certain facts material to this opinion, we
have relied upon certificates, statements and representations of
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 4
officers and other representatives of the Company and the
Guarantors.
Based solely on our review of the foregoing Documents, and in
reliance thereon and on the Opinions of Foreign Counsel and the
Opinion of New York Counsel (as defined below), and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the following opinion:
1. Each of the Company and the Guarantors (other than the
Foreign Guarantors) is a corporation duly incorporated and validly
existing in good standing under the laws of its respective
jurisdiction of incorporation.
2. The execution, delivery and performance of the Indenture
has been duly authorized by the Company and the Guarantors (other
than the Foreign Guarantors), and the Indenture has been duly executed
and delivered by the Company and the Guarantors and constitutes a
legal, valid and binding obligation of the Issuers, enforceable
against the Issuers in accordance with the terms thereof.
3. The Company has duly authorized the execution, delivery and
performance of the New Notes and, when duly executed by the proper
officers of the Company, duly authenticated by the Trustee and
issued by the Company in accordance with the terms of the Indenture
and the Exchange Offer, will constitute legal, valid and binding
obligations of the Company, will be entitled to the benefits of the
Indenture and will be enforceable against the Company in
accordance with their terms.
4. The Guarantors (other than those executed by the Foreign
Guarantors) have duly authorized the execution, delivery and
performance of the Guarantees and, when the New Notes have been
duly executed and authenticated, and the Guarantees have been duly
executed in accordance with the terms of the Indenture, and the New
Notes have been delivered to the holders as described in the
Prospectus, the Guarantees will constitute legal, valid and binding
obligations of the Guarantors, will be entitled to the benefits of
the Indenture, and will be enforceable against the Guarantors in
accordance with their terms.
Based on the provisions of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder, applicable
judicial authority and current administrative rulings and practice,
all as of the date of this letter, and all of which may change at
any time, we are of the opinion that, as stated in the section
titled "Certain Federal Income Tax Consequences" contained in the
Registration Statement, the exchange of Old Notes for New Notes
pursuant to the Exchange Offer will not be treated as an "exchange"
for federal income tax purposes, and there will be no federal
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 5
income tax consequences to holders exchanging Old Notes for New
Notes pursuant to the Exchange Offer.
We have expressed the foregoing opinions subject to the
following exceptions, qualifications and limitations:
1. The opinions expressed herein are limited to the laws of
the State of Oklahoma, the General Corporation Law of the
State of Delaware, the federal laws of the United States
and, in reliance upon the Opinion of New York Counsel
referred to below, the substance of laws of the State of
New York, in each case to the extent typically applicable
to transactions contemplated by the Exchange Offer and
not accepted from the scope of the opinions set forth
above, and we do not express any opinion with respect to
the laws of any other country, state or jurisdiction. We
call your attention to the fact that we are members of
the Bar of the State of Oklahoma, and are not members of
the Bar of Delaware or the Bar of New York. With respect
to the applicability of the laws of the State of New
York, we note that Section 12.8 of the Indenture provides
that the Indenture, New Notes, and the Guaranties are to
be governed by the substantive laws of the State of the
New York. Accordingly, insofar as our opinions set forth
above encompass an opinion that the Indenture, the New
Notes, and the Guaranties are valid, binding obligations
and are enforceable against the Company and the
Guarantors, as applicable, we have assumed that all
matters pertaining to the validity, binding effect and
enforceability are governed solely by the substantive
laws of the State of New York (without regard to choice
of law or conflict of law of principals), and in
rendering such opinions as to the validity, binding
effect and enforceability of the Indenture, the New
Notes, and the Guarantees under the substantive laws of
the State of New York, we have relied exclusively upon
the opinion of the New York law firm of Gilbert, Segall
and Young, LLP, dated April 7, 1998 ("Opinion of New York
Counsel"). We do not express any opinion as to choice of
law or conflicts of law, including, without limitation,
any opinion with respect to Section 12.8 of the Indenture
(and any corresponding provision of the New Notes) or the
appropriate choice of law with respect to the Indenture,
the New Notes or the Guaranties.
2. This opinion is limited to the matters stated herein, and
no opinion is implied or may be inferred beyond the
matters expressly stated.
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 6
3. Although we express no opinion as to such, with respect
to the Documents' choice of law provision applicable to
the construction of contracts, Oklahoma follows the
Restatement (Second) Conflict of Laws Sections 187 and 188.
See Dean Witter Reynolds, Inc. v. Shear, 796 P.2d 296
(Okla. 1990). Section 187(2)(b) of such Restatement
provides in pertinent part that:
[t]he law of the state chosen by the
parties ... will be applied, even if
the particular issue is one which
the parties could not have resolved
by an explicit provision ..., unless
... application of the law of the
chosen state would be contrary to a
fundamental policy of a state which
has a materially greater interest
than the chosen state in the
determination of the particular
issue and which, under the rule of
Section 188, would be the state of the
applicable law in the absence of an
effective choice of law by the
parties. (Emphasis added).
4. Provisions of the Documents which purport to indemnify
any party against or release any party from, liability
for any acts are unenforceable to the extent such acts
are determined to be unlawful, negligent, reckless, or
constitute willful misconduct.
5. Those provisions of the Documents purporting to exculpate
any party from any violation of usury laws by the ipso
facto reduction of interest in excess of the maximum
rate, and/or the application of such excess interest to
principal or return thereof to the Company are
unenforceable based on Oklahoma Preferred Finance & Loan
Corporation v. Morrow, 497 P.2d 221 (1972).
6. The enforceability and effectiveness of the provisions of
the Indenture, the New Notes and the Guarantees are
limited by, and subject to (a) applicable bankruptcy,
fraudulent conveyance or fraudulent transfer laws,
insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights generally now
or hereafter in effect; or (b) applicable laws or
principles of equity which may effect the exercise of
certain rights and remedies and which may restrict the
<PAGE>
ClimaChem, Inc.
April 8, 1998
Page 7
enforcement of certain remedies or the availability of
certain equitable remedies.
7. As to enforceability of that portion of the Documents
that provide if any provisions of the Documents are
determined to be illegal, invalid or unenforceable, the
remaining provisions remain in full force and effect
where any such provision is an essential part of the
Documents, and the parties would not have entered into
the documents absent that provision.
This letter speaks only as of the date hereof and is limited
to present statutes, regulations ad administrative and judicial
interpretations. We undertake no responsibility to update or
supplement this letter after the date hereof.
Gilbert, Segall and Young LLP may rely upon the opinions contained
herein that are based on Oklahoma law and the General Corporation Law of
Delaware as if the opinion were addressed to them.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration Statement and the Prospectus covering the Notes
constituting a part thereof under the caption "Legal Matters."
Very truly yours,
CONNER & WINTERS
A Professional Corporation
/s/ Conner & Winters
IHS/MHB/plh
GILBERT, SEGALL AND YOUNG LLP
430 Park Avenue
New York, New York 10022-3592
(212) 644-4000
Facsimile: (212) 644-4051
_______
April 7, 1998
ClimaChem, Inc.
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
Re: ClimaChem, Inc.; 10 % Series B Senior Notes Due 2007
____________________________________________________
Ladies and Gentlemen:
We are special New York counsel to ClimaChem, Inc., an
Oklahoma corporation (the "Company"), and the Guarantors named in
the Registration Statement hereinafter defined (the "Guarantors,"
and together with the Company, the "Issuers"). In this connection
we have reviewed that certain Registration Statement on Form S-4
(the "Registration Statement") filed by the Issuers on January 26,
1998 under the Securities Act of 1933, as amended (the "Securities
Act"). The Registration Statement covers up to $105,000,000 in
aggregate principal amount of the Company's 10 3/4% Series B Senior
Notes due 2007 (the "New Notes") offered in exchange for up to
$105,000,000 in aggregate principal amount of outstanding 10 3/4%
Senior Notes due 2007 originally issued and sold by the Company in
reliance upon an exemption from registration under the Securities
Act (the "Old Notes"). The Old Notes are, and the New Notes will
be, unconditionally guaranteed (the "Guarantees") by the
Guarantors. The Old Notes were issued under, and the New Notes
will be issued under, an Indenture, dated as of November 26, 1997
(the "Indenture"), among the Issuers and Bank One, NA, as trustee.
Capitalized terms used, but not otherwise defined, herein shall
have the meanings assigned to them in the Indenture.
We have examined and are familiar with copies identified or
otherwise established to our satisfaction of the following:
(a) the Indenture;
(b) the form of New Notes included as Exhibit A to the
Indenture; and
(c) the form of Guarantee to be issued by the Guarantors
included as Exhibit B to the Indenture.
<PAGE>
ClimaChem, Inc.
April 7, 1998
Page 2
For the purposes of this opinion, we have relied upon the
opinions of Conner & Winters, P.C., dated April 8, 1998, for the
law of Oklahoma and the General Corporation Law of Delaware; Corrs
Chambers Westgarth, dated April 7, 1998, Australian counsel for the
law of Queensland and the Commonwealth of Australia; Bell Gully
Buddle Weir, dated March 13, 1998, New Zealand counsel, for the law
of New Zealand; Clyde & Co., dated April 6,1998, United Kingdom
counsel, for the law of England; and McLean & Kerr, dated January
21, 1998, Canadian counsel, for the law of the Province of Ontario,
Canada; that each of the Issuers is duly incorporated, validly
existing and in good standing under the laws of each Issuer's
respective jurisdiction of incorporation, that the Company has duly
authorized the execution, delivery and performance of the New
Notes, that each of the Issuers has duly authorized the execution,
delivery and performance of the Indenture, that each of the
Guarantors has duly authorized the execution, delivery and
performance of the Guarantees and that the Indenture has been duly
executed and delivered by the Issuers. We have assumed that
immediately after the execution and delivery of the Guarantees,
none of the Guarantors will be, or by such execution and delivery
will be deemed to be, insolvent.
In our examination of the Indenture we have assumed, without
any investigation, the genuineness of all signatures, the legal
capacity of natural persons, the conformity to original documents
of all documents submitted to us as photostatic copies, and the
authenticity of the originals of such copies. We have also assumed
the due authorization, execution and delivery of all documents
referred to herein by all parties thereto other than the Company
and the Guarantors. As to certain facts material to this opinion,
we have relied upon statements and representations of
representatives of the Company and the Guarantors and of counsel to
the Company and the Guarantors.
Based solely on our review of the Indenture and the forms of
the New Notes and the Guarantees, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are
of the following opinion:
1. The Indenture constitutes a legal, valid and binding
obligation of the Issuers under the laws of the State of New York,
enforceable in accordance with the terms thereof.
2. The New Notes, when duly executed by the proper officers
of the Company, duly authenticated by the Trustee and issued by the
Company in accordance with the terms of the Indenture (assuming
qualification of the Indenture under the Trust Indenture Act of
1939, as amended), will constitute legal, valid and binding
<PAGE>
ClimaChem, Inc.
April 7, 1998
Page 3
obligations of the Company, will be entitled to the benefits of the
Indenture and will be enforceable against the Company in accordance
with their terms.
3. When the New Notes have been duly executed and
authenticated, and the Guarantees have been duly executed in
accordance with the terms of the Indenture, the Guarantees will
constitute legal, valid and binding obligations of the Guarantors,
will be entitled to the benefits of the Indenture, and will be
enforceable against the Guarantors in accordance with their terms.
We have expressed the foregoing opinion subject to the
following exceptions, qualifications and limitations:
1. The opinions expressed herein are limited to the laws of
the State of New York and applicable federal laws of the
United States, and we do not express any opinion with
respect to the laws of any other country, state or
jurisdiction.
2. This opinion is limited to the matters stated herein, and
no opinion is implied or may be inferred beyond the
matters expressly stated.
3. The enforceability and effectiveness of the provisions of
the Indenture, the New Notes and the Guarantees are
limited by, and subject to (a) applicable bankruptcy,
fraudulent conveyance or fraudulent transfer laws,
insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights generally now
or hereafter in effect; and (b) applicable laws or
principles of equity (whether applied in a court of
equity or at law) which may affect the exercise of
certain rights and remedies and which may restrict the
enforcement of certain remedies or the availability of
certain equitable remedies.
4. Provisions of the Indenture which purport to indemnify
any party against, or release any party from, liability
for any acts may be unenforceable to the extent such acts
are determined to be unlawful, negligent, reckless or
constitute willful misconduct.
This opinion speaks only as of the date hereof and we
undertake no responsibility to update or supplement this opinion
after the date hereof.
<PAGE>
ClimaChem, Inc.
April 7, 1998
Page 4
In rendering its opinion to you with respect to the legality,
validity and enforceability of the Indenture, the New Notes and the
Guarantees, Conner & Winters, P.C. may rely on this opinion as if
it were addressed to them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration Statement and the Prospectus covering the New Notes
constituting a part thereof under the caption "Legal Matters." The
foregoing, however, shall not constitute an admission by us that we
are experts as provided in Sections 7 and 11 of the Securities Act.
Very truly yours,
/s/ Gilbert, Segall and Young LLP
CORRS
CHAMBERS
WESTGARTH
LAWYERS
7 April 1998 Contact:
Bruce Atkins (07) 3228 9828
ClimaChem, Inc.
16 South Pennsylvania Partner:
Oklahoma City, John Kelly
OKLAHOMA 73107
UNITED STATES OF AMERICA Our reference
PC5417615
Dear Ladies and Gentlemen:
1. Introduction
We are the lawyers for Total Energy Systems Limited ACN 010
876 150 (TES), Total Energy Systems (NZ) Ltd. (DN/682396) (TES
(NZ)), and T.E.S. Mining Services Pty. Ltd. ACN 010 975 676
(TES Mining) in connection with TES, TES (NZ), and TES Mining
executing the documents described below (the Transaction
Documents).
The Transaction Documents are:
(a) Indenture, dated 26 November 1997 ("Indenture"), between
ClimaChem, Inc. (ClimaChem), Bank One, NA as the Trustee,
and TES, TES (NZ), TES Mining, The Environmental Group,
Inc., International Environmental Corporation, Climate
Master, Inc., CHP Corporation, KOAX Corp., APR
Corporation, Climate Mate, Inc., The Environmental Group
International Limited, LSB Chemical Corp., El Dorado
Chemical Company, Slurry Explosive Corporation, Universal
Tech Corporation, Northwest Financial Corporation, and
DSN Corporation (hereinafter collectively referred to as
"the Guarantors").
(b) Registration Rights Agreement, dated 26 November 1997,
between Wasserstein Perella Securities, Inc. ("Initial
Purchaser"), ClimaChem and the Guarantors ("Registration
Rights Agreement").
(c) Guarantees of ClimaChem's 10 % Senior Notes, Series B,
due 2007 issued by TES, TES (NZ), and TES Mining
(hereinafter collectively referred to as "the
Guarantees").
<PAGE>
<PAGE>
7 April 1998
ClimaChem, Inc. Page 2
2. Definitions
In this opinion:
"Relevant Jurisdictions" means the State of Queensland, the
Commonwealth of Australia and New Zealand.
3. Documents
In connection with this opinion we have examined the following
documents and instruments:
(a) The Indenture;
(b) The Registration Rights Agreement;
(c) The Guarantees;
(d) A copy of the certificate of incorporation and the
memorandum and articles of association of TES;
(e) An extract of a memorandum of unanimous resolutions of
the directors of TES in relation to the execution and
delivery of the Transaction Documents;
(f) A copy of the certificate of incorporation and the
constitution of TES (NZ);
(g) An extract of a memorandum of unanimous resolutions of
the directors of TES (NZ) in relation to the execution
and delivery of the Transaction Documents;
(h) A copy of the certificate of incorporation and the
memorandum and articles of association of TES Mining;
(i) An extract of a memorandum of unanimous resolutions of
the directors of TES Mining in relation to the execution
and delivery of the Transaction Documents;
(j) The annexed legal opinion from Bell Gully Buddle Weir
dated 13 March 1998;
(k) Such other documents and instruments as we considered
necessary.
<PAGE>
<PAGE>
7 April 1998
ClimaChem, Inc. Page 3
4. Assumptions
For purposes of this opinion we have assumed (without making
any investigation):
(a) The authenticity of all seals and signatures;
(b) The completeness and the conformity to the originals of
all copies of the documents and instruments submitted to
us;
(c) That the copies of the documents and instruments referred
to in subparagraphs (d), (e), (f), (g), (h), and (i) of
paragraph 3 of this opinion are true and correct copies
of the original documents and instruments of which they
purport to be copies or extracts;
(d) That all facts stated in the documents referred to in
subparagraphs (d), (e), (f), (g), (h), and (i) of
paragraph 3 of this opinion are, and continue to be,
correct, and no relevant matter has been withheld from
us, whether deliberately or inadvertently (and we have no
reason to believe that this is not the case);
(e) That all acts of internal management relating to the
entry into, and execution of, the Transaction Documents
by TES, TES (NZ), and TES Mining have been duly performed
and, without limitation, that:
(i) the resolutions of the directors referred to
in paragraphs 3(e), 3(g) and 3(i) were
properly passed and documented;
(ii) all directors who consented to and made such
resolutions were entitled to do so;
(iii) all provisions relating to the declaration of
the directors' interests or the power of
interested directors to vote and/or resolve on
relevant issues were duly observed.
(f) That none of TES, TES (NZ), and TES Mining are
conducting, nor will they seek to conduct, any relevant
transactions or any associated activities in a manner or
for a purpose not evident on the face of the Transaction
Documents which might render the Transaction Documents or
any of them or any relevant transactions or associated
activities illegal, void, voidable or unenforceable;
<PAGE>
7 April 1998
ClimaChem, Inc. Page 4
(g) That in so far as any obligation of TES, TES (NZ) or TES
Mining under the Transaction Documents is to be performed
outside the Relevant Jurisdictions, its performance will
not be illegal or ineffective by virtue of the law of the
place of performance;
(h) That TES, TES (NZ) and TES Mining were each solvent
(within the meaning of Section 95A of the Corporations
Law or within the meaning of Section 4 of the Companies
Act 1993 (New Zealand) respectively) at the time which
each entered into the Transaction Documents and each will
not become insolvent (within the meaning of the relevant
provision) because of, or because of matters including,
entering into the Transaction Documents or any of them;
(i) All representations and warranties made in the
Transaction Documents in favour of, or for the benefit
of, TES, TES (NZ) or TES Mining by any other party to the
Transaction Documents, are true and correct;
(j) The annexed legal opinion from Bell Gully Buddle Weir is
true, correct and complete in respect of the matters with
which it deals.
We do not have actual knowledge of anything which would render
any of these assumptions wholly or partly incorrect.
5. Qualifications
This opinion is subject to the following qualifications:
(a) This opinion relates solely to matters governed by, and
should be interpreted in accordance with, the laws of the
Relevant Jurisdictions as in force and as interpreted at
9:00 a.m. on the date of this opinion in respect of the
laws of Queensland or the Commonwealth of Australia or as
in force and as interpreted at 9:00 a.m. (New Zealand
time) on the date of the annexed letter of advice in
respect of the laws of New Zealand, and we have no
obligation to inform you of any change in the relevant
law occurring after the date of this opinion or the date
of the annexed letter of advice as the case may be;
(b) We express no opinion as to any laws other than the laws
of Queensland and the Commonwealth of Australia and in
respect of the laws of New Zealand we rely on the annexed
legal opinion from Bell Gully Buddle Weir;
(c) Enforcement of any of the Transaction Documents is
subject to:
<PAGE>
7 April 1998
ClimaChem, Inc. Page 5
(i) applicable laws from time to time in effect
relating to bankruptcy, liquidation, admini-
stration, receivership, composition, compro-
mise, arrangement, insolvency, reorganization,
moratorium, court schemes and refusals to
enforce payments in the nature of, or relating
to, penalties or forfeitures;
(ii) other laws of general application affecting
the enforcement of creditors' rights and
remedies; and
(iii) statutes imposing limitation periods within
which suits, actions or proceedings can be
brought;
(d) Claims against TES, TES (NZ), and TES Mining may become
statute barred and any provision in any of the
Transaction Documents negating any defences of set off or
counterclaim may not be effective in all circumstances;
(e) Equitable remedies (including, without limitation,
injunctions and orders for specific performance) are
discretionary and may not be awarded by the courts;
(f) Where under any of the Transaction Documents any of TES,
TES (NZ), and TES Mining is required to make any payments
on demand, courts may require that such be given a
reasonable time after demand is made to comply with the
demand before the payee will be permitted to realise or
enforce any security for a failure to satisfy the demand;
(g) Any or all of the Transaction Documents may be
unenforceable, invalid, void or at the action of TES, TES
(NZ) or TES Mining voidable, if a commercial benefit does
not accrue to TES, TES (NZ) or TES Mining respectively
from executing the Transaction Documents and undertaking
the obligations thereunder;
(h) We express no opinion as to whether the representations
and warranties made, or given to be made, or given by
TES, TES (NZ) and TES Mining in any of the Transaction
Documents are correct, except insofar as (and to the
extent that) any such representation or warranty relates
to a matter which is the subject of this opinion (in
which case our opinion on those matters is given in the
terms set out in this opinion);
(i) A court may set aside a contract against a party on the
application of another party if that party entered into
that contract as a result of fraud, duress or
<PAGE>
7 April 1998 Page 6
ClimaChem, Inc.
unconscionable conduct on the part of the first mentioned
party;
(j) We have relied on searches conducted at the offices of
the Australian Securities Commission on 14 January 1998
in respect of TES and TES Mining, but we note and rely on
the fact that the records of the Australian Securities
Commission available for public search may not be
complete or up to date;
(k) We express no opinion as to:
(i) whether a judgment would be entered in a court
in the Relevant Jurisdictions for an amount
other than one expressed in Australian or New
Zealand currencies respectively, although
decisions of English courts allowing judgments
in a foreign currency have been followed in
Australian and New Zealand courts;
(ii) as to the date upon which a conversion from
foreign currency would be made for the
purposes of enforcement of any judgment;
(l) A provision that a calculation, determination or
certificate will be conclusive and binding or conclusive
evidence will not apply to a calculation, determination
or certificate which is fraudulent, manifestly inaccurate
on its face or determined on an arbitrary basis and will
not necessarily prevent a court from inquiring into the
merits of any claim in relation to any such calculation,
determination or certificate;
(m) We express no opinion on any provision in any of the
Transaction Documents requiring written amendments and
waivers insofar as it suggests that oral or other
modifications, amendments or waivers could not be
effectively agreed upon or granted by or between the
parties or by a duly authorised agent;
(n) An obligation to pay an amount may be unenforceable if
the amount is held to constitute a penalty and the
obligation of TES, TES (NZ) or TES Mining under any of
the Transaction Documents to pay interest on overdue
amounts at a rate higher than the rate applying before
the amount fell due may be held to constitute a penalty
if it is not a genuine pre-estimate of the damage;
(o) Court proceedings may be stayed in the subject of the
proceedings is concurrently before another court;
<PAGE>
7 April 1998 Page 7
ClimaChem, Inc.
(p) An indemnity for legal costs or against liability for
breach of any law may be unenforceable;
(q) A court will not give effect to a choice of laws to
govern any of the Transaction Documents or to a
submission to the jurisdiction of certain courts if to do
so would be contrary to public policy in the Relevant
Jurisdiction (but we are not aware of any reason why that
would be so in relation to any of the Transaction
Documents);
(r) Section 243H of the Corporations Law prohibits a public
company and a child entity of a public company from
giving financial benefit to a related party of that
public company except as permitted by Divisions 4 or 5 of
Part 3.2A of the Corporations Law, and we express no
opinion in relation to the application of that section;
(s) To the extent that any of the Transaction Documents
requires TES, TES (NZ) or TES Mining to offer, allot or
issue corporate securities to third parties, TES, TES
(NZ) or TES Mining, as the case may be, cannot do so
unless and until it complies with the requirements of the
Corporations Law or the Companies Act 1993 (New Zealand)
respectively relating to the offer, issue or allotment of
corporate securities;
(t) In order to be validly executed none of the Transaction
Documents must take effect as a deed;
(u) We express no opinion as to whether the respective
obligations undertaken by TES, TES (NZ) and TES Mining
pursuant to the Transaction Documents may cause a default
in any of the obligations to any party to whom TES, TES
(NZ) or TES Mining respectively has granted a charge over
its assets.
6. Opinion
Based upon the assumptions and subject to the qualifications
set out above, we are of the opinion that:
(a) TES has been duly incorporated under the laws of its
place of incorporation and is validly registered and
existing under the Corporations Law;
(b) TES has power to enter into and to perform its
obligations under each of the Transaction Documents and
has taken all necessary corporate and other action to
authorise the execution, delivery and performance, in
<PAGE>
7 April 1998 Page 8
ClimaChem, Inc.
accordance with its terms of each of the Transaction
Documents, including, without limitation, the Guarantees.
(c) TES Mining has been duly incorporated under the laws of
its place of incorporation and is validly registered and
existing under the Corporations Law;
(d) TES Mining has power to enter into and to perform its
obligations under each of the Transaction Documents and
has taken all necessary corporate and other action to
authorise the execution, delivery and performance, in
accordance with its terms of each of the Transaction
Documents, including, without limitation, the Guarantees.
Based upon the assumptions and subject to the qualifications
set out above and in reliance upon the matters set out in the
annexed legal opinion from Bell Gully Buddle Weir, we are of
the opinion that:
(a) TES (NZ) has been duly incorporated under the laws of its
place of incorporation and is validly registered and
existing under the laws of New Zealand;
(b) TES (NZ) has power to enter into and to perform its
obligations under each of the Transaction Documents and
has taken all necessary corporate and other action to
authorise the execution, delivery and performance, in
accordance with its terms of each of the Transaction
Documents, including, without limitation, the Guarantees.
We consent to the reference to our firm under the heading "Legal
Matters" and to the filing of this opinion as an exhibit to the
Registration Statement on Form S-4 and Prospectus included therein.
In addition, this opinion may be relied on by Conner & Winters, A
Professional Corporation and Gilbert, Segall and Young LLP.
Yours faithfully,
CORRS CHAMBERS WESTGARTH
/s/ John Kelly
John Kelly
Partner
McLEAN & KERR
BARRISTERS & SOLICITORS
Suite 2800
130 Adelaide Street West Telephone: (418) 364-5371
Toronto, Canada M5H 3P5 FAX (418) 365-8571
January 21, 1998
AMENDED
ClimaChem, Inc.
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
Re: Climate Mate Inc.
Dear Sir:
We are special counsel to Climate Mate Inc., a corporation
organized under the laws of the Province of Ontario, Canada (the
"Company"). We have been requested to render certain opinions in
connection with the authorization, execution and delivery of the
Indenture (as defined below) and the Guarantee (as defined below).
We have been advised of and rely on the following information:
1. that the Company is a wholly owned subsidiary of ClimaChem,
Inc. ("ClimaChem");
2. ClimaChem has issued $105,000,000 in aggregate principal
amount of its 10 % Senior Notes, due 2007 (the "Old Notes"),
and has agreed to offer to exchange (the "Exchange Offer") the
Old Notes for up to $105,000,000 in aggregate principal amount
of ClimaChem's 10 % Senior Notes, Series B, due 2007 (the "New
Notes"), pursuant to the terms of a Registration Rights
Agreement, dated November 26, 1997, between ClimaChem, the
Company, the other listed guarantors, and Wasserstein Perella
Securities, Inc.;
3. the Company has guaranteed the Old Notes, and has agreed to
guarantee the New Notes, pursuant to the terms of the
Indenture (as defined below) under which the Old Notes were
issued and the New Notes will be issued; and
4. the Exchange Offer is to be undertaken by means of a
Registration Statement on Form S-4 ("Registration Statement")
<PAGE>
ClimaChem, Inc.
January 21, 1998
Page 2
to be filed with the Securities and Exchange Commission and
the prospectus contained therein (the "Prospectus").
In connection with this opinion, we have examined the
following documents and instruments:
1. photostatic copy of Indenture dated as of November 26,
1997 (the "Indenture"), between ClimaChem, as issuer,
BankOne, NA, as trustee, and the following as Guarantors,
the Company, Total Energy Systems Limited, T.E.S. Mining
Services Pty, Ltd., Total Energy Systems (NZ) Ltd., The
Environmental Group, Inc., International Environmental
Corporation, Climate Master, Inc., CHP Corporation, KOAX
Corp., APR Corporation, The Environmental Group
International Limited, LSB Chemical Corp., El Dorado
Chemical Company, Slurry Explosive Corporation, Universal
Tech Corporation, Northwest Financial Corporation, and
DSN Corporation and any future newly created, acquired or
designated subsidiary of ClimaChem;
2. photostatic copy of Guarantee by the Company of
ClimaChem's 10 3/4% of Senior Notes, Series B, due 2007
(the "Guarantee");
3. photostatic copy of the Certificate of Incorporation of
the Company effective August 16, 1991 and Bylaw No. 1 of
the Company dated August 16, 1991;
4. Written Resolutions of the Directors of the Company dated
the 21st day of November, 1997 in connection with, inter
alia, Form S-4 Registration Statement;
5. Written Resolutions of the Directors of the Company dated
the 21st day of November 1997 in connection with, inter
alia, ClimaChem Senior Notes due 2007, which resolutions
provide for, inter alia, the authorization, execution and
delivery of the Indenture and the Guarantee; and
6. Certificate of Status of the Company dated January 21,
1998.
Our opinions with respect to the matters referred to below are
subject to the following qualifications and reservations:
1. we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as
<PAGE>
ClimaChem, Inc.
January 21, 1998
Page 3
originals and the conformity with the originals of all
documents submitted to us as copies thereof;
2. our opinions set forth below are confined to the laws of
the Province of Ontario and the laws of Canada applicable
therein, and
3. the Company is referred to incorrectly with a "," before
the word, "Inc."
Based upon and relying on the foregoing, we are of the opinion
that:
1. the Company is incorporated and existing under the laws
of the Province of Ontario, Canada;
2. the Company has the corporate power to enter into, and
perform its obligations under, the Indenture and the
Guarantee; and
3. the Company has taken all necessary corporate action of
the Company to authorize the execution, delivery and
performance of the Indenture and, when issued, the
Guarantee.
The opinions expressed herein are limited to the laws of the
Province of Ontario, Canada. We express no opinion as to any other
laws or the laws of any other jurisdiction.
This opinion may be relied upon only by ClimaChem, Inc. and
counsel to ClimaChem, Inc. in Oklahoma, Conner & Winters, A
Professional Corporation, counsel to ClimaChem, Inc. in New York,
Gilbert, Segall & Young LLP. and Securityholders or Holders, as
defined in the Indenture, who exchange their Old Notes for New
Notes. It may not be relied upon by any other person or for any
other purpose, nor may it be quoted in whole or in part or
otherwise referred to, without our prior written consent. We
specifically consent to the reference to our firm under the heading
"Legal Matters" in the Registration Statement and the Prospectus
included therein and to the filing of this opinion as to
authorization, execution and delivery of the Indenture and the
Guarantee as an exhibit to the Registration Statement.
Very truly yours,
McLEAN & KERR
BARRISTERS & SOLICITORS
/s/ McLean & Kerr
CLYDE & CO. 51 Eastchcap,
An International London EC3M 1JP
Law Firm Telephone: 01 1-623 1244
Telex: 884886 Clyde G.
Facsimile: 0171-623-5427
DX: 1071 London/City.
London
Guildford
Cardiff
Hong Kong
Singapore
Durai
Caracas
Paris
Associate office:
St. Petersburg -
Musin & Parness
Our ref. Your ref. Date:
KXW/CBH/9504784 6 April 1998
Dear Sirs:
Registration Statement on Form S-4; Our File No. 7539.2
We have acted as English legal advisers to The Environmental Group
International Limited, a company incorporated under the laws of
England ("the Company"), and a wholly owned subsidiary of
ClimaChem, Inc. ClimaChem has issued US$105,000,000 in aggregate
principal amount of its 10 3/4% Senior Notes, due 2007 ("the Old
Notes"), and has agreed to offer to exchange ("the Exchange Offer")
the Old Notes for up to US$105,000,000 in aggregate principal
amount of ClimaChem's 10 3/4% Senior Notes, Series B, due 2007 ("the
New Notes"), pursuant to the terms of a Registration Rights
Agreement dated 26 November 1997 between ClimaChem, the Company,
the other listed guarantors and Wasserstein Perella Securities,
Inc. The Company has guaranteed the Old Notes and has agreed to
guarantee the New Notes, pursuant to the terms of the Indenture (as
defined) under which the Old Notes were issued and the New Notes
will be issued. The Exchange Offer is to be undertaken by means of
a Registration on Form S-4 ("Registration Statement") to be filed
with the Securities and Exchange Commission and the prospectus
contained therein (the "Prospectus").
In connection with this opinion, on 21 January 1998 we have
examined the following documents and instruments:
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6 April 1998
Page 2
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1. Copy of Indenture, dated 26 November 1997 ("the Indenture")
between ClimaChem, BankOne, NA, as trustee, and the Company,
Total Energy Systems Limited, T.E.S. Mining Services Pty.
Ltd., Total Energy Systems (NZ) Ltd., the Environmental Group,
Inc., International Environmental Corporation, Climate Master,
Inc., Climate Mate, Inc., CHP Corporation, KOAX Corporation,
APR Corporation, LSB Chemical Corp., El Dorado Chemical
Company, Slurry Explosive Corporation, Universal Tech
Corporation, Northwest Financial Corporation and DSN
Corporation (collectively "the Guarantors").
2. Copy of Guarantee by the Company of ClimaChem's 10 3/4% of Senior
Notes, Series B, due 2007 ("the Guarantee").
3. Original Certificate of Incorporation and copies of Memorandum
and Articles of Association.
4. Unanimous written consent of the directors of the Company
relating to the execution and delivery of the Indenture and
the Guarantee.
5. Such other documents and instruments as we have considered
necessary.
Based upon the foregoing, and on the assumption of the copies'
conformity to the original documents, and of the accuracy and
completeness of information (as of 21 January 1998) disclosed by a
Companies House search and by the Central Registry of Winding-up
Petitions and that the Information has not since 21 January 1998
been materially altered or added to, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of England and is a dormant
company (within the meaning of section 250 Companies Act
1985).
2. The Company has the power to enter into and perform its
obligations under the Indenture and the Guarantee and has
taken all necessary corporate and other action to
authorise the execution, delivery and performance of the
Indenture and, when issued, the Guarantee.
The opinions expressed herein are limited to English law. We have
not made any investigations of, and do not express any opinion as
to any other laws or the laws of any other jurisdiction.
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6 April 1998
Page 3
We consent to the reference to our firm under the heading "Legal
Matters" and to the filing of this opinion as an exhibit to the
Registration Statement and Prospectus included therein. This
opinion, given for the benefit of ClimaChem, Inc., may be relied on
by Conner & Winters, a Professional Corporation, Gilbert, Segall &
Young, and those holders of the New Notes who acquired them as a
result of the Exchange Offer, but by no other person.
Yours sincerely,
/s/ Clyde & Co.
Clyde & Co.
BELL GULLY BUDDLE WEIR Telephone 64 4 473 7777
IBM Centre Facsimile 64 4 473 3845
171 Featherston Street
P. O. Box 1291
Wellington, New Zealand
BELL/GULLY Barristers and Solicitors
Corrs Chambers Westgarth
Waterfront Plaza
1 Eagle Street
GPO 9926 Our ref M.W. Freeman/C. M. A. O'Brien
Queensland 4001 E-mail
Australia
Attention: John Kelly
13 March 1998
Dear Sirs:
TOTAL ENERGY SYSTEMS (NZ) LIMITED
We acted as your New Zealand solicitors in connection with the
execution by Total Energy Systems (NZ) Limited (the "Company") of:
1. an indenture (the "Indenture") dated 26 November 1997 between
ClimaChem, Inc., the parties named therein as "Guarantors" and
Bank One, NA, as the "Trustee");
2. a registration rights agreement (the "Registration Rights
Agreement") dated 26 November 1997 between Wasserstein Perella
Securities, Inc., as the "Initial Purchaser," ClimaChem, Inc.
and the Guarantors; and
3. a guarantee (the "Guarantee") given by the Company.
(In this opinion, the Indenture, the Registration Rights Agreement,
and the Guarantee are each referred to as a "Transaction Document"
and together as the "Transaction Documents").
This opinion relates solely to, and is to be construed in
accordance with, New Zealand law in force on the date and at the
time of delivery of this opinion. It is given on the basis that it
will be construed in accordance with New Zealand law.
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13 March 1998
Page 2
1. For purposes of this opinion, we have examined and relied
upon:
(a) a copy of the final draft of each Transaction Document;
(b) a certified copy of the constitution of the Company;
(c) a facsimile copy of an executed certificate addressed to
us dated 12 March 1998 from a director of the Company
("Director's Certificate") a copy of which is attached;
(d) a facsimile copy of resolutions in writing passed by the
board of directors of the Company dated 21 November 21997
and of resolutions in writing passed by the shareholder
of the Company dated 22 January 1998 (each a
"Resolution," together the "Resolutions"); and
(e) such other documents as we considered necessary in order
that we give this opinion.
2. For the purposes of this opinion, we assumed:
(a) the authenticity of all signatures, seals and markings on
the documents examined by us;
(b) the authenticity and completeness of the documents
examined by us;
(c) the conformity:
(i) to the original of the copy and counterpart
documents; and
(ii) to the executed documents of the copy of the
relevant draft document examined by us;
(d) that:
(i) each of the parties to the Transaction
Documents (other than the Company) has the
capacity and the power to enter into and
perform its obligations under the Transaction
Document;
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13 March 1998
Page 3
(ii) each Transaction Document has been duly
authorised and executed by each party to it
(other than the Company; and
(iii) in executing and performing the Transaction
Documents each such party is or will be
complying with all laws applicable to it;
(e) that each Transaction Document is valid, binding and
enforceable under its proper law;
(f) that, (as we have not reviewed, nor advised on the
provisions of the Transaction Documents) the performance
by the Company of its obligations under any Transaction
Document will not be contrary to any official directive
of, or be impossible to perform, illegal or ineffective
by virtue of, any law of any jurisdiction which applies
to the Transaction Documents;
(g) that:
(i) To the extent that it is necessary, in order
to ensure the validity, effectiveness,
performance or enforceability of any
Transaction Document, that the Transaction
Document or details of it be filed or
registered or that any other instrument
relating to it be executed, delivered, filed
or registered, such has been completed; and
(ii) to the extent that any stamp or similar tax on
any Transaction Document is payable, such has
been paid;
(h) that none of the parties to any Transaction Document is,
or will be, seeking to conduct any relevant transaction
or any associated activity in any manner or for a purpose
not evident on the face of the Transaction Document which
might render the Transaction Document or any relevant
transaction or associated activity illegal, void or
voidable;
(i) that, in respect of any matters other than the
Transaction Documents, the Company was not in breach of,
or in conflict with:
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13 March 1998
Page 4
(i) Any law or agreement binding it or its assets; or
(ii) its constitution;
(j) that each Transaction Document was properly executed on
behalf of each party to the Transaction Document;
(k) that no receiver has been appointed to, or step taken to
liquidate, any party to a Transaction Document;
(l) that, other than the Company, in the case of each of he
parties to each Transaction Document:
(i) It is solvent and able to pay its due debts;
and
(ii) the value of the consideration or benefit
received by it under the transactions
contemplated by the Transaction Document was
not less than the value of the consideration
or benefit provided by it under those
transactions; and
(m) that the matters set out in the Directors Certificate are
true, correct, and complete.
We have not taken steps to verify these assumptions other
than, in relation to the application of subparagraph (k) to
the Company, the search of the Companies Office referred to in
paragraph 4(s) below.
3. Based on and subject to the preceding paragraphs, and subject
to the qualifications and reservations set out in paragraph 4,
we are of the opinion that:
(a) the Company is duly and validly incorporated under the
laws of New Zealand; and
(b) the Company has:
(i) the corporate power to execute and to perform
its obligations under each Transaction
Document; and
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13 March 1998
Page 5
(ii) taken all necessary corporate action to
authorise the execution, delivery and
performance by it of the Transaction Document.
We express no opinion on the enforceability of any Transaction
Document.
4. This opinion is given subject to the qualification that we
confined our searches to searches of the public records of the
Company at the offices of the Registrar of Companies on 13
March 1998. We assume that the records disclosed by each
search are true, complete and accurate and are up-to-date.
However, a search of the offices of the Registrar of Companies
may not reveal whether:
(i) an application to liquidate a company has been
made; or
(ii) a resolution for liquidation has been passed or a
receiver or liquidator has been appointed; or
(iii) if a company has been made subject to statutory
management,
since notice of these matters may not be filed at the offices
of the Registrar of Companies immediately or, even if filed,
may not be available for immediate inspection.
5. This opinion is addressed to you personally for the purposes
of the Transaction Documents and Registration Statement on
Form S-4 to be filed with the Securities and Exchange
Commission in relation to the exchange offer by ClimaChem,
Inc. of the already issued principal amount of its 10 3/4 per
cent U.S.$105,000,000 in aggregate Senior Notes, due 2007 (the
"Old Notes") for up to U.S.$105,000,000 in aggregate principal
amount of ClimaChem's 10 3/4 per cent Senior Notes Series B, due
2007 (the "New Notes"), pursuant to the terms of the
Registration Rights Agreement. This opinion may be disclosed
to and relied upon by:
(a) ClimaChem, Inc.;
(b) ClimaChem, Inc.'s legal advisors, including Conner &
Winters; and Gilbert, Segall & Young; and
(c) "Security Holders" or "Holders" (in either case, as
defined in the Indenture) who exchange their Old Notes
for New Notes.
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13 March 1998
Page 6
This opinion may not, without our prior written consent, be:
(a) relied on by or disclosed to another person; or
(b) relied on for another purpose; or
(c) filed with another government or another agency or
another person or quoted or referred to in a public
document.
For the avoidance of doubt, we consent to the reference to our
firm under the heading "Legal Matters" in, and to the filing
of this opinion as an exhibit to, the Registration Statement
and Prospectus included therein.
This opinion is strictly limited to the matters stated in it. It
does not apply by implication to other matters.
Yours faithfully
BELL GULLY BUDDLE WEIR
/s/ Bell Gully Buddle Weir
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our reports dated March 16, 1998, in Amendment
No. 2 to the Registration Statement (Form S-4 No. 333-44905) and
related Prospectus of ClimaChem, Inc. for the registration of
$105,000,000 of its 10 3/4% Senior Notes, Series B, due 2007.
/s/ Ernst & Young LLP
Ernst & Young LLP
Oklahoma City, Oklahoma
April 8, 1998
