SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)
LSB INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
(Title of Class of Securities)
5021600-10-4
(CUSIP Number)
Jack E. Golsen
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
(405) 235-4546
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of his Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent (5%) of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent (5%) of such class.
See Rule 13d-7.)
Note: Six (6) copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
<PAGE>
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 2 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Jack E. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 296,361
Number of Shares (8) Shared Voting Power 2,728,059
Beneficially
Owned by Each (9) Sole Dispositive 296,361
Reporting Person Power
With:
(10) Shared Dispositive 2,728,059
Power
(11) Aggregate Amount Beneficially 3,024,420
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 24.0%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 3 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Sylvia H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 2,728,059
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,728,059
Power
(11) Aggregate Amount Beneficially 2,728,059
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 20.0%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 4 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, SBL Corporation
S.S. or I.R.S. Identification 73-1477865
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 1,675,809
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,675,809
Power
(11) Aggregate Amount Beneficially 1,675,809
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.5%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
Page 5 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Golsen Petroleum
S.S. or I.R.S. Identification Corporation
Nos. of Above Persons 73-079-8005
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 193,933
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 193,933
Power
(11) Aggregate Amount Beneficially 193,933
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 1.6%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
Page 6 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Barry H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 290,116
Number of Shares (8) Shared Voting Power 1,898,269
Beneficially
Owned by Each (9) Sole Dispositive 290,116
Reporting Person Power
With:
(10) Shared Dispositive 1,898,269
Power
(11) Aggregate Amount Beneficially 2,188,385
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 17.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 7 of 23
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Steven J. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- OO
tions
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 242,487
Number of Shares (8) Shared Voting Power 1,754,717
Beneficially
Owned by Each (9) Sole Dispositive 242,487
Reporting Person Power
With:
(10) Shared Dispositive 1,754,717
Power
(11) Aggregate Amount Beneficially 1,997,204
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 16.1%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 8 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, Linda Golsen Rappaport
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 82,552
Number of Shares (8) Shared Voting Power 1,898,269
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 1,898,269
Power
(11) Aggregate Amount Beneficially 1,980,821
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 16.0%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 9 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
This statement constitutes Amendment No. 25 to the Schedule
13D dated October 7, 1985, as amended (the "Schedule 13D"),
relating to the common stock, par value $.10 a share ("Common
Stock") of LSB Industries, Inc. (the "Company"). All terms not
otherwise defined herein shall have the meanings ascribed in the
Schedule 13D.
This Schedule 13D is reporting matters with respect to the
group consisting of Jack E. Golsen, Sylvia H. Golsen, SBL
Corporation ("SBL"), Golsen Petroleum Corporation ("GPC"), a wholly
owned subsidiary of SBL, Barry H. Golsen, Steven J. Golsen and
Linda Golsen Rappaport.
This Amendment No. 25 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 24 to the
Schedule 13D. The change is due to the expiration on June 1, 1999,
of a nonqualified stock option (the "Expired Option") granted by
the Company to Jack E. Golsen for the purchase of 165,000 shares of
Common Stock. Mr. Golsen did not acquire any shares of Common
Stock under the nonqualified stock option prior to its expiration,
and the expiration resulted in a decrease in Mr. Golsen's
beneficial ownership of Common Stock by more than 1% of the
outstanding Common Stock.
Item 1. Security and Issuer.
Item 1 of this Schedule 13D is unchanged.
Item 2. Identity and Background.
Item 2 of this Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
This item is not applicable to the expiration of the
Expired Option described above.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is unchanged.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth as of June 1,
1999, the aggregate number and percentage of the class of
Common Stock of the Company identified pursuant to Item 1
beneficially owned by each person named in Item 2:
Page 10 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
<TABLE>
<CAPTION>
Person Amount Percent(9)
______ ______ _______
<S> <C> <C>
Jack E. Golsen 3,024,420(1)(2)(6) 24.0%
Sylvia H. Golsen 2,728,059(1)(6)(7) 20.0%
SBL 1,675,809(1) 13.5%
GPC 193,933(8) 1.6%
Barry H. Golsen 2,187,285(1)(3)(6) 17.6%
Steven J. Golsen 1,997,204(1)(4)(6) 16.1%
Linda Golsen Rappaport 1,980,821(1)(5)(6) 16.0%
____________________
<FN>
(1) The amount shown includes (i) 1,042,699 shares held
directly by SBL; (ii) 400,000 shares that SBL has the
right to acquire upon the conversion of 12,000 shares
of the Company's Series B Preferred Stock owned of
record by SBL; (iii) 39,177 shares that SBL has the
right to acquire upon the conversion of 9,050 shares of
Class C Preferred Stock owned of record by SBL; and
(iv) 193,933 shares beneficially owned by SBL's wholly
owned subsidiary, GPC, which includes 133,333 shares
that GPC has the right to acquire upon conversion of
4,000 shares of Class B Preferred Stock owned of record
by GPC. The relationship between Jack E. Golsen,
Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen,
Linda Golsen Rappaport, SBL, and GPC is described in
more detail in paragraph (b) of this Item 5.
(2) The amount shown includes (i) 4,000 shares that Jack E.
Golsen has the right to acquire upon conversion of a
promissory note, (ii) 133,333 shares that J. Golsen has
the right to acquire upon the conversion of 4,000
shares of the Series B Preferred Stock owned of record
by him, (iii) 40,000 shares that Jack E. Golsen may
acquire upon the exercise of Company incentive stock
options, (iv) 1,052,250 shares owned of record by
Sylvia H. Golsen, wife of Jack E. Golsen, and(v) 10,000
shares owned of record by the MG Trust, of which Jack
E. Golsen is the sole trustee with voting and
dispositive power over the securities held by such
trust.
Page 11 of 23
<PAGE>
CUSIP NO. 5021600-10-4
(3) The amount shown does not include (i) 533 shares that
Barry Golsen's wife owns, in which Barry Golsen
disclaims beneficial ownership, and (ii) 79,840 shares
owned of record by the Barry H. Golsen 1992 Trust, of
which Barry H. Golsen is the primary beneficiary, but
of which Barry H. Golsen has no voting or dispositive
control. Such amount does include (a) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Barry H. Golsen is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Barry H. Golsen is a Co-Trustee, (c)
35,888 shares owned of record by each of the Adam Z.
Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1,
Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen
Trust No. J-1, of which Barry H. Golsen is a
Co-Trustee, and (d) 43,500 shares which Barry H. Golsen
may acquire upon exercise of Company incentive stock
options.
(4) The amount shown does not include 74,840 shares owned
of record by the Steven J. Golsen 1992 Trust, of which
Steven J. Golsen is the primary beneficiary, but of
which Steven J. Golsen has no voting or dispositive
control. Such amount does include (a) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Steven J. Golsen is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Steven J. Golsen is a Co-Trustee, and
(c) 35,500 shares which Steven J. Golsen may acquire
upon exercise of Company incentive stock options.
(5) The amount shown does not include 124,350 shares that
Mrs. Rappaport's husband owns and 1,000 shares which
Mrs. Rappaport's husband may acquire upon exercise of
incentive stock options of the Company, for which
Mrs. Rappaport disclaims beneficial ownership. The
amount shown does not include 79,840 shares owned of
record by the Linda F. Rappaport 1992 Trust, of which
Linda F. Rappaport is the primary beneficiary, but of
which Linda F. Rappaport has no voting or dispositive
control. Such amount does include (a) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Linda F. Rappaport is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Linda F. Rappaport is a Co-Trustee,
and (c) 35,888 shares owned of record by each of the
Adam Z. Golsen Trust No. J-1, of Stacy L. Rappaport
Trust No. J-1, Lori R. Rappaport Trust No. J-1 and
Michelle L. Golsen Trust No. J-1 of which Linda F.
Rappaport is a Co-Trustee.
Page 12 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(6) Jack E. Golsen and Sylvia H. Golsen each disclaims
beneficial ownership of (a) the shares of Common Stock
owned of record by Barry H. Golsen, the shares that
Barry H. Golsen has the right to acquire under the
Company's incentive stock options, and the shares
considered beneficially owned by Barry H. Golsen as a
result of his position as trustee of certain trusts,
(b) the shares owned of record by Steven J. Golsen, the
shares that Steven J. Golsen has the right to acquire
under the Company's incentive stock options, and the
shares considered beneficially owned by Steven J.
Golsen as a result of his position as trustee of
certain trusts, and (c) the shares owned of record by
Linda Golsen Rappaport, and the shares considered
beneficially owned by Linda Golsen Rappaport as a
result of her position as a trustee of certain trusts.
Barry H. Golsen, Steven J. Golsen and Linda Golsen
Rappaport disclaim beneficial ownership of the shares
beneficially owned by Jack E. Golsen and Sylvia H.
Golsen, except for shares beneficially owned by SBL and
GPC.
(7) The amount shown does not include, and Sylvia H. Golsen
disclaims beneficial ownership of (a) the 109,028
shares of Common Stock owned of record by Jack E.
Golsen, (b) the 4,000 shares that Jack E. Golsen has
the right to acquire upon the conversion of a
promissory note, (c) the 133,333 shares which Jack E.
Golsen has the right to acquire upon conversion of the
4,000 shares of Series B Preferred Stock owned of
record by him, (d) the 40,000 shares that Jack E.
Golsen has the right to acquire under the Company's
incentive stock options, and (e) the 10,000 shares of
Common Stock held of record by the MG Trust, of which
Jack E. Golsen is the sole trustee who possesses voting
and dispositive power over the securities held by such
trust.
(8) The amount shown includes 133,333 shares that GPC has
the right to acquire upon conversion of 4,000 shares of
the Company's Series B Preferred Stock owned of record
by GPC. The relationship between Jack E. Golsen,
Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen,
Linda Golsen Rappaport, SBL, and GPC is described in
more detail in paragraph (b) of this Item 5.
(9) Shares of Common Stock of the Company not outstanding,
but which may be acquired by a reporting person during
the next sixty (60) days under options, warrants,
rights or conversion privileges, are considered to be
Page 13 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
outstanding only for the purpose of computing the
percentage of the class for such reporting person, but
are not deemed to be outstanding for the purpose of
computing the percentage of the class by any other
person.
</FN>
</TABLE>
<TABLE>
<CAPTION>
(b) The following table sets forth as of June 1,
1999, for each person and entity identified under paragraph
(a), the number of shares of Common Stock as to which the
person and entity has (1) the sole power to vote or direct the
voting, (2) shared power to vote or direct the voting, (3) the
sole power to dispose or to direct the disposition, or (4)
shared power to dispose or to direct the disposition:
Sole Voting and Shared Voting
Power of and Power of
Person or Entity Disposition Disposition
________________ _______________ ______________
<S> <C> <C>
Jack E. Golsen 296,361(1)(5) 2,728,059(2)(3)
Sylvia H. Golsen None 2,728,059(2)(11)
SBL None 1,675,809(2)
GPC None 193,933(4)
Barry H. Golsen 290,116(5)(6) 1,898,269(2)(7)
Steven J. Golsen 242,487(5)(8) 1,754,717(2)(9)
Linda Golsen Rappaport 82,552(5) 1,898,269(2)(10)
____________________
<FN>
(1) The amount shown includes (a) 4,000 shares of Common
Stock that Jack E. Golsen has the right to acquire upon
conversion of a promissory note, (b) 133,333 shares of
Common Stock that J. Golsen has the right to acquire
upon the conversion of 4,000 shares of the Series B
Preferred Stock owned of record by him, and (c) 40,000
shares that J. Golsen has the right to acquire under
the Company's incentive stock options, and (d) 10,000
shares held of record by the MG Trust, of which Jack E.
Golsen is the sole trustee who possesses voting and
dispositive power over the securities held by such
trust.
(2) See footnote (1) under paragraph (a) of this Item 5.
Page 14 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(3) The amount shown includes 1,052,250 shares of Common
Stock owned of record by Sylvia H. Golsen, the wife of
Jack E. Golsen.
(4) See footnote (8) under paragraph (a) of this Item 5.
(5) See footnote (6) under paragraph (a) of this Item 5.
(6) The amount shown includes 43,500 shares of Common Stock
which Barry Golsen may acquire upon exercise of
incentive stock options of the Company.
(7) The amount shown does not include 79,840 shares of
Common Stock owned of record by the Barry H. Golsen
1992 Trust, of which Barry H. Golsen has no voting or
dispositive power and 533 shares of Common Stock that
Barry Golsen's wife owns in which Barry Golsen dis-
claims beneficial ownership. Such amount does include
(a) 41,954 shares of Common Stock owned of record by
the Amy G. Rappaport Trust No. J-1, of which Barry H.
Golsen is a Co-Trustee, (b) 36,954 shares of Common
Stock owned of record by the Joshua B. Golsen Trust No.
J-1, of which Barry H. Golsen is a Co-Trustee, and (c)
35,888 shares of Common Stock owned of record by each
of the Adam Z. Golsen Trust No. J-1, Stacy L. Rappaport
Trust No. J-1, Lori R. Rappaport Trust No. J-1 and
Michelle L. Golsen Trust No. J-1, of which Barry H.
Golsen is a Co-Trustee.
(8) The amount shown includes 35,500 shares which Steven J.
Golsen may acquire upon exercise of incentive stock
options of the Company.
(9) The amount shown does not include 74,840 shares of
Common Stock owned of record by the Steven J. Golsen
1992 Trust, of which Steven J. Golsen has no voting or
dispositive power. Such amount includes (a) 41,954
shares of Common Stock owned of record by the Amy G.
Rappaport Trust No. J-1, of which Steven J. Golsen is
a Co-Trustee, and (b) 36,954 shares of Common Stock
owned of record by the Joshua B. Golsen Trust No. J-1,
of which Steven J. Golsen is a Co-Trustee.
(10) See footnote (5) under paragraph (a) of this Item 5.
(11) See footnotes (6) and (7) under paragraph (a) of this
Item 5.
</FN>
</TABLE>
SBL is wholly owned by Sylvia H. Golsen (40% owner),
Barry H. Golsen (20% owner), Steven J. Golsen (20% owner) and
Page 15 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
Linda Golsen Rappaport (20% owner). Such individuals
previously owned all of the issued and outstanding Common
Stock of GPC in the same ownership percentages as indicated
with respect to SBL. Upon formation of SBL, such individuals
contributed all of their stock in GPC to SBL. As a result,
GPC became the wholly owned subsidiary of SBL. The directors
and executive officers of SBL are Sylvia H. Golsen, Barry H.
Golsen, Steven J. Golsen and Linda Golsen Rappaport. The
directors and executive officers of GPC are Jack E. Golsen,
Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen and Linda
Golsen Rappaport. Barry H. Golsen, Steven J. Golsen and Linda
Golsen Rappaport are the children of Jack E. and Sylvia H.
Golsen, husband and wife.
(c) During the past 60 days, no transactions were
effected in the Common Stock by a reporting person named in
response to Paragraph (a) of this Item 5.
Item 6. Contracts, Agreements, Underwritings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is unchanged, except the following
are hereby added:
(a) On October 16, 1997, SBL pledged 342,699 shares
of Common Stock, along with any proceeds of such shares, to
Stillwater National Bank & Trust Company, Oklahoma City,
Oklahoma ("SNB") to secure repayment of certain loans made by
SNB on such date to SBL and each of the following entities
(together with the foregoing loan, the "October Loans"): SBL
Corporation; Sylvia H. Golsen, Trustee of the Sylvia H. Golsen
1992 Trust (the "SHG 1992 Trust"); Heidi Brown Shear, Trustee
of the Linda F. Rappaport 1992 Trust (the "LFR 1992 Trust");
Heidi Brown Shear, Trustee of the Steven J. Golsen 1992 Trust
(the "SJG 1992 Trust"); Heidi Brown Shear, Trustee of the
Barry H. Golsen 1992 Trust (the "BHG 1992 Trust"), Barry H.
Golsen and Linda F. Rappaport, Trustees of the Michelle L.
Golsen J-1 Trust (the "MLG J-1 Trust"); Barry H. Golsen and
Steven J. Golsen, Trustees of the Amy G. Rappaport J-1 Trust
(the "AGR J-1 Trust"); Barry H. Golsen and Steven J. Golsen,
Trustees of the Joshua B. Golsen J-1 Trust (the "JBG J-1
Trust"); Barry H. Golsen and Linda F. Rappaport, Trustees of
the Stacy L. Rappaport J-1 Trust (the "SLR J-1 Trust"); Barry
H. Golsen and Linda F. Rappaport, Trustees of the Lori R.
Rappaport J-1 Trust (the "LRR J-1 Trust"); and Barry H. Golsen
and Linda F. Rappaport, Trustees of the Adam Z. Golsen J-1
Trust (the "AZG J-1 Trust"). The SHG 1992 Trust, LFR 1992
Trust, and BHG 1992 Trust are collectively referred to as the
"1992 Trusts." The MLG J-1 Trust, AGR J-1 trust, JBG J-1
Trust, SLR J-1 Trust, LRR J-1 Trust, and AZG J-1 Trust are
collectively referred to as the "J-1 Trusts."
Page 16 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(b) On October 16, 1997, the SHG 1992 Trust pledged
70,266 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of a certain loan made by
SNB on such date to the SHG 1992 Trust.
(c) On October 16, 1997, the LFR 1992 Trust pledged
74,840 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the LFR 1992 Trust.
(d) On October 16, 1997, the SJG 1992 Trust pledged
69,840 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the SJG 1992 Trust.
(e) On October 16, 1997, the BHG 1992 Trust pledged
74,840 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the BHG 1992 Trust.
(f) On October 16, 1997, the AZG J-1 Trust pledged
35,888 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the AZG J-1 Trust.
(g) On October 16, 1997, the LRR J-1 Trust pledged
35,888 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the LRR J-1 Trust.
(h) On October 16, 1997, the SLR J-1 Trust pledged
35,888 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the SLR J-1 Trust.
(i) On October 16, 1997, the JBG J-1 Trust pledged
36,954 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the JBG J-1 Trust.
(j) On October 16, 1997, the AGR J-1 Trust pledged
36,954 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loans made
by SNB on such date to the AGR J-1 Trust.
(k) On October 16, 1997, the MLG J-1 Trust pledged
35,888 shares of Common Stock, along with the proceeds of such
shares, to SNB to secure repayment of the October Loan made by
SNB on such date to the MLG J-1 Trust.
Pages 17 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(l) On October 16, Sylvia H. Golsen pledged 103,290
shares of Common Stock, along with the proceeds of such shares
to SNB to secure payment of the October Loans made to each of
the J-1 Trusts and SBL.
(m) On October 16, Barry H. Golsen pledged 243,869
shares of Common Stock, along with the proceeds of such
shares, to SNB to secure payment of the October Loans made to
each of the J-1 Trusts and SBL.
(n) On October 16, Steven J. Golsen pledged 100,000
shares of Common Stock, along with the proceeds of such
shares, to SNB to secure payment of the October Loans made to
each of the J-1 Trusts and SBL.
(o) On October 16, Linda F. Rappaport pledged 82,402
shares of Common Stock, along with the proceeds of such
shares, to SNB to secure payment of the October Loans made to
each of the J-1 Trusts and SBL. In addition, Linda F.
Rappaport's husband, Claude Rappaport, pledged 124,350 shares
of Common Stock, along with the proceeds of such shares, to
secure the October Loans to each of the J-1 Trusts and SBL.
(p) Each of the October Loans to the J-1 Trusts are
secured by the guaranty of each of SBL Corporation, Jack E.
Golsen, Sylvia H. Golsen, Barry H. Golsen (and his wife),
Steven J. Golsen, Linda F. Rappaport (and her husband, Claude
Rappaport), and Jack E. Golsen. Each of the October Loans to
the 1992 Trusts and to SBL are guaranteed by Jack E. Golsen,
Sylvia H. Golsen, Barry H. Golsen (and his wife), Steven J.
Golsen, and Linda F. Rappaport (and her husband, Claude
Rappaport).
(q) On June 16, 1998, Sylvia H. Golsen pledged
130,000 shares of Common Stock and Jack E. Golsen pledged
40,000 shares of Common Stock, both along with any proceeds
of such shares, to The Bank of Union, El Reno, Oklahoma (the
"Bank of Union") to secure repayment of the loan made by Bank
of Union on such date to Golsen Petroleum Corporation. In
addition to standard default and similar provisions contained
in the Security Agreement, Bank of Union retains the right to
all dividends paid in connection with the collateral.
(r) On December 9, 1997, Golsen Petroleum Corporation
pledged 60,600 shares of Common Stock and Jack E. Golsen pledged
60,000 shares of Common Stock, both along with any proceeds
of such shares, to Bank of Union to secure repayment of the loan
made by Bank of Union on such date to Golsen Petroleum Corporation.
In addition to standard default and similar provisions contained
in the Security Agreement, Bank of Union retains the right to all
dividends paid in connection with the collateral.
Page 18 of 23
<PAGE>
CUSIP NO. 5021600-10-4
(s) On February 5, 1999, Sylvia H. Golsen, Trustee of
the Sylvia H. Golsen 1992 Trust dated 1-8-93 pledged 200,000
shares of Common Stock, along with any proceeds of such
shares, to Bank of Union to secure repayment of the loan made
by Bank of Union on such date to Jack E. Golsen. In addition
to standard default and similar provisions contained in the
Security Agreement, Bank of Union retains the right to all
dividends paid in connection with the collateral.
(t) On September 21, 1998, Jack E. Golsen pledged
4,000 shares of Series B 12% Cumulative Convertible Preferred
Stock of the Company, along with any proceeds of such shares,
to BancFirst to secure repayment of a certain loan made by
BancFirst on such date to Jack E. Golsen and Sylvia H. Golsen.
In connection with such loan, Sylvia H. Golsen pledged 178,694
shares of Common Stock, along with any proceeds of such shares.
In addition to standard default and similar provisions contained
in the Security Agreement, BancFirst retains the right to collect
all dividends paid in connection with the collateral. In connection
with such loan, SBL also pledged 40,000 shares of Common Stock to
BancFirst to secure repayment of such loan.
(u) On November 20, 1998, SBL Corporation pledged
500,000 shares of Common Stock and 9,050 shares of $3.25
Convertible Exchangeable Class C Preferred Stock, Series 2,
along with certain proceeds of such shares, to BancFirst to
secure repayment of a certain loan made by BancFirst to SBL
on such date.
Item 7. Materials to be Filed as Exhibits.
1. Powers of Attorney executed by Barry H. Golsen, Steven J.
Golsen, and Linda Golsen Rappaport are filed as Exhibit 6 to
Amendment No. 3 to the Schedule 13D and are incorporated
herein by reference.
2. Agreement of the reporting persons as to joint filing of this
Schedule 13D, is filed as Exhibit 7 to Amendment No. 3 to the
Schedule No. 13D and is incorporated herein by reference.
3. Convertible Note between the Company and Jack E. Golsen filed
as Exhibit (a) to the original Schedule 13D and is incor-
porated herein by reference.
4. Issuer's Proxy Statement dated July 14, 1986 setting forth the
terms of the Company's Series B 12% Cumulative Convertible
Page 19 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
Preferred Stock is filed as Exhibit 1 to Amendment No. 1 to
the Schedule 13D and is incorporated herein by reference.
5. Stacy L. Rappaport Trust No. J-1, is filed as Exhibit 14 to
Amendment No. 13 to the Schedule 13D and is incorporated
herein by reference. The Joshua B. Golsen Trust No. J-1, Adam
Z. Golsen Trust No. J-1, Amy G. Rappaport Trust No. J-1, Lori
R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No.
J-1 are substantially similar to the Stacy L. Rappaport Trust
No. J-1, except for the names of the trustees, and copies of
the same will be supplied to the Commission upon request.
6. Barry H. Golsen 1992 Trust is filed as Exhibit 15 to Amendment
No. 16 to the Schedule 13D and is incorporated herein by
reference. The Steven J. Golsen 1992 Trust and Linda F.
Rappaport 1992 Trust are substantially similar to the Barry H.
Golsen 1992 Trust, and copies of the same will be supplied to
the Commission upon request.
7. Agreement of Sylvia H. Golsen as to joint filing of this
Schedule 13D is filed as Exhibit 15 to Amendment No. 18 and is
incorporated herein by reference.
8. Customer's Agreement between Sylvia H. Golsen and Stifel,
Nicolaus & Company, Incorporated, dated March 29, 1995, is
filed as Exhibit 13 to Amendment No. 21 and is incorporated
herein by reference.
9. Letter from Stifel, Nicolaus & Company, Incorporated, and
letter from Capital West Securities, Inc., each dated May 15,
1995, with enclosed Customer Account Agreement amending
Customer's Agreement between Sylvia H. Golsen and Stifel,
Nicolaus & Company is filed as Exhibit 13 to Amendment No. 24
and is incorporated herein by reference.
10. Margin Account Agreement, dated September 9, 1994, between
National Financial Services Corporation ("NFSC") and Golsen
Petroleum Corporation is filed as Exhibit No. 15 to Amendment
21 and is incorporated herein by reference. The Margin
Account Agreement, dated September 9, 1994, between NFSC and
Jack E. Golsen is substantially similar to the foregoing
Margin Account Agreement, and a copy of the same will be
supplied to the Commission upon request.
11. Security Agreement, dated October 12, 1995, between Jack E.
Golsen, Sylvia H. Golsen and Stillwater National Bank and
Trust Company is filed as Exhibit 15 to Amendment No. 23, and
is incorporated herein by reference.
12. Margin Account Agreement, dated October 17, 1995, between NFSC
and SBL Corporation. The Margin Account Agreement is
Page 20 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
substantially similar to the Margin Account Agreements filed
as Exhibit 15 to Amendment 21, and a copy of the same will be
supplied to the Commission upon request.
13. Commercial Pledge Agreement, dated October 24, 1995, between
CityBank & Trust and Jack E. Golsen is filed as Exhibit 17 to
Amendment No. 23, and is incorporated herein by reference.
14. Commercial Pledge Agreement, dated October 24, 1995, between
CityBank & Trust and Sylvia H. Golsen is filed as Exhibit 18
to Amendment No. 23, and is incorporated herein by reference.
15. Agreement of SBL Corporation as to the joint filing of this
Schedule 13D is filed as Exhibit 19 to Amendment No. 23, and
is incorporated herein by reference.
16. Shareholder's Agreement, effective December 1, 1995, between
Sylvia Golsen and SBL Corporation is filed as Exhibit 22 to
Amendment No. 24 and is incorporated herein by reference.
17. Shareholder's Agreement, effective December 1, 1995, among
Jack E. Golsen, Sylvia Golsen and SBL Corporation is filed as
Exhibit 23 to Amendment No. 24 and is incorporated herein by
reference.
18. Shareholder's Agreement, effective December 1, 1995, among
Barry H. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
19. Shareholder's Agreement, effective December 1, 1995, among
Steven J. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
20. Shareholder's Agreement, effective December 1, 1995, among
Linda F. Rappaport, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
21. Agreement to Pledge, dated December 30, 1996, between First
Enterprise Bank and SBL Corporation is filed as Exhibit 27 to
Amendment No. 24 and is incorporated herein by reference.
Page 21 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
22. Security Agreement, dated October 16, 1997, between Stillwater
National Bank ("SNB") and Sylvia H. Golsen is attached hereto
as Exhibit 22 to this Amendment No. 25. The Security
Agreements, all of which are dated October 16, 1997, between
SNB and each of SBL Corporation; Sylvia H. Golsen, Trustee of
the Sylvia H. Golsen 1992 Trust; Heidi Brown Shear, Trustee of
the Linda F. Rappaport 1992 Trust; Heidi Brown Shear, Trustee
of the Steven J. Golsen 1992 Trust; Heidi Brown Shear, Trustee
of the Barry H. Golsen 1992 Trust, Barry H. Golsen and Linda
F. Rappaport, Trustees of the Michelle L. Golsen J-1 Trust;
Barry H. Golsen and Steven J. Golsen, Trustees of the Amy G.
Rappaport J-1 Trust; Barry H. Golsen and Steven J. Golsen,
Trustees of the Joshua B. Golsen J-1 Trust; Barry H. Golsen
and Linda F. Rappaport, Trustees of the Stacy L. Rappaport J-1
Trust; Barry H. Golsen and Linda F. Rappaport, Trustees of the
Lori R. Rappaport J-1 Trust; and Barry H. Golsen and Linda F.
Rappaport, Trustees of the Adam Z. Golsen J-1 Trust are
substantially similar to the foregoing Security Agreement,
and copies of the same will be supplied to the Commission upon
request.
23. Commercial Pledge and Security Agreement, dated September 21,
1998, between BancFirst and Sylvia H. Golsen. The Commercial
Pledge and Security Agreements between BancFirst and each of
Jack E. Golsen and SBL are substantially similar to the
foregoing Security Agreement except the Security Agreements
between BancFirst and SBL do not include certain income and
proceeds as collateral, and a copy of the same will be supplied
to the Commission upon request.
24. Security Agreement, dated February 5, 1999, between The Bank
of Union and Sylvia H. Golsen, Trustee of the Sylvia H. Golsen
1992 Trust. The Security Agreements between Bank of Union and
each of Golsen Petroleum Corporation, Jack E. Golsen and Sylvia
H. Golsen are substantially similar to the foregoing Security
Agreement, and a copy of the same will be supplied to the
Commission upon request.
25. Guaranty Agreement, dated October 16, 1997, between SNB and
Jack E. Golsen. The Guaranty Agreements between SNB and each
of SBL Corporation, Sylvia H. Golsen, Barry H. Golsen (and his
wife), Steven J. Golsen, and Linda F. Rappaport (and her
husband, Claude Rappaport) are substantially similar to the
foregoing Guaranty Agreement, and a copy of the same will be
supplied to the Commission upon request.
Page 22 of 23 Pages
<PAGE>
CUSIP NO. 5021600-10-4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: July 16, 1999.
/s/ Jack E. Golsen
___________________________________
Jack E. Golsen
GOLSEN PETROLEUM CORPORATION
By: /s/ Jack E. Golsen
_________________________________
Jack E. Golsen, President
/s/ Jack E. Golsen *
___________________________________
Barry H. Golsen
/s/ Jack E. Golsen *
__________________________________
Steven J. Golsen
/s/ Jack E. Golsen *
__________________________________
Linda Golsen Rappaport
*Executed by Jack E. Golsen
pursuant to Power of Attorney
/s/ Jack E. Golsen
___________________________________
Jack E. Golsen
/s/ Sylvia H. Golsen
____________________________________
Sylvia H. Golsen
SBL CORPORATION
By: /s/ Sylvia H. Golsen
__________________________________
Sylvia H. Golsen, Secretary
Page 23 of 23 Pages
K-M\LSB\13D\AMEND25\AMEND25.799.4
SECURITY AGREEMENT Date 10/16/97
DEBTOR NAME AND ADDRESS
"Amy G. Rappaport #J-1 Trust"
P.O. Box 705
Oklahoma City, OK 73101-0706
PLEDGOR NAME AND ADDRESS
Sylvia H. Golsen
P.O. Box 705
Oklahoma City, OK 73101-0705
LENDER NAME AND ADDRESS
Stillwater National Bank and Trust Company
6305 Waterford Blvd., Suite 205
Oklahoma City, OK 73118
I. GRANT OF A SECURITY INTEREST. For value received, the
Undersigned whether one or more (hereinafter individually
referred to as "Debtor" or "Pledgor" as their capacities are
above set forth) hereby grants to Lender named above a security
interest in the property described in Paragraph II, which
property is hereinafter referred to collectively as "Collateral".
This security interest is given to secure all the obligations of
the Debtor and of the Pledgor to Lender as more fully set forth
in Paragraphs III and IV hereof.
II. COLLATERAL. The Collateral includes: (A) All specifically
described Collateral; (B) All proceeds of Collateral; and (C)
Other property as indicated below.
(A) SPECIFICALLY DESCRIBED COLLATERAL
32 STOCK CERTIFICATES OF LSB INDUSTRIES, INC., INSCRIBED SYLVIA
H. GOLSEN AND AS DESCRIBED IN THE ATTACHED ADDENDUM HERETO AND
MADE A PART HEREOF.
Notwithstanding any provision contained herein to the contrary,
the security pledged herein is given to secure the obligations of
Debtor to Lender arising under that certain Promissory Note dated
October ___, 1997 in the principal amount of _____________ made
by Debtor in favor of Lender and not for any other obligation of
Debtor to Lender.
(B) ALL PROCEEDS of the specifically described Collateral
regardless of kind, character or form (including, but not limited
to, renewals, extensions, redeposits, reissues or any other
changes in form of the rights represented thereby), together with
any stock rights, rights to subscribe, liquidating dividends,
stock dividends, dividends paid in stock or other property, new
securities, or any other property to which Undersigned may
hereafter become entitled to receive by reason of the
specifically described Collateral; and in the event Undersigned
receives any such property, Undersigned agrees immediately to
deliver same to Lender to be held by Lender in the same manner as
Collateral specifically described above.
(C) OTHER PROPERTY which shall be deemed Collateral shall include
all dividends and interest paid in cash on the Collateral,
provided, however, that Lender at its option may permit such
dividends and/or interest to be received and retained by
Undersigned, but provided further, that Lender may at any time
terminate such permission. Collateral shall further include
without limitation, all money and funds owned by Undersigned
which is now or which hereafter may be possessed or controlled by
Lender whether by pledge, deposit or otherwise.
III. OBLIGATIONS SECURED BY THIS AGREEMENT. The security
interest herein granted is given to secure all of the obligations
of Debtor or Pledgor to Lender including: (a) The performance of
all of the agreements, covenants and warranties of the Debtor or
Pledgor as set forth in any agreement between Debtor or Pledgor
and Lender; (b) All liabilities of Debtor or Pledgor to Lender of
every kind and description including: (1) all future advances,
(2)both direct and indirect liabilities, (3) liabilities due or
to become due and whether absolute or contingent, and (4)
liabilities now existing or hereafter arising and however
evidenced; (c) All extensions and renewals of liabilities of
Debtor or Pledgor to Lender for any term or terms to which
Undersigned hereby consents; (d) All interest due or to become
due on the liabilities of Debtor or Pledgor to Lender; (e) All
expenditures by Lender involving the performance of or
enforcement of any agreement, covenant or warranty provided for
by this or any other agreement between the parties; and (f) All
costs, attorney fees, and other expenditures of Lender in the
collection and enforcement of any obligation or liability of
Debtor or Pledgor to Lender and in the collection and enforcement
of or realization upon any of the Collateral.
IV. FUTURE ADVANCES. It is specifically agreed that the
obligations of Debtor and Pledgor secured by this Agreement
include all future advances by Lender to Debtor as set forth in
Paragraph III above.
V. ADDITIONAL PROVISIONS. The Undersigned agrees to the
Additional Provisions set forth on page two hereof, the same
being incorporated herein by reference.
RECEIPT FOR COLLATERAL SIGNATURE(S)
________________________________
Stillwater National Bank SYLVIA H. GOLSEN
and Trust Company
By:_______________________
Charlie Smith, Sr. V.P.
<PAGE>
ADDITIONAL PROVISIONS
UNDERSIGNED EXPRESSLY WARRANTS, COVENANTS AND AGREES:
WARRANTIES AND COVENANTS
A. RECORDS AND INFORMATION
1. Financial Information. All loan applications, balance
sheets, earnings statements, other financial information and
other representations which have been or may hereafter be,
furnished Lender to induce it to enter into or continue a
financial transaction with Debtor fairly represent the financial
condition of Debtor as of the date and for the period shown
therein, and all other information, reports, documents, papers
and data furnished to Lender are or shall be, at the time
furnished, accurate and correct in all material respects and
complete insofar as completeness may be necessary to give Lender
a true and accurate knowledge of the subject matter. There has
been no material change in the financial condition of Debtor
since the effective date of the last furnished financial
information which has not been reported to Lender in writing.
(The provisions of this paragraph do not apply to Pledgors who
are different parties from debtor.)
2. Furnishing of Information on Collateral. Undersigned will
furnish Lender information adequate to identify with accuracy all
Collateral in a form and substance and at times as may be
requested by Lender. Undersigned will also upon request deliver
to Lender true copies of purchase orders, shipping and delivery
receipts and invoices evidencing and describing the Collateral.
Undersigned will execute such documents as Lender may from time
to time require to enable Lender to perfect the security interest
granted hereby and to receive proceeds of and distribution from
or interests in the Collateral.
3. Inspection and Records. Undersigned will at all times
maintain accurate books and records covering the Collateral.
Lender is hereby given the right and privilege of making such
inspections of the records as it deems necessary and of auditing
or causing an audit for verification of the books and records of
the Undersigned relating to the Collateral at any time and from
time to time. Undersigned agrees to assist Lender in every way
necessary to facilitate such audits and verifications.
B. LIEN STATUS, INSURANCE AND ORDINARY COURSE DISPOSITION
1. Ownership Free of Encumbrances. Except for the security
interest granted hereby, Undersigned now owns, or will use the
proceeds of the advances hereunder to become the owner of, the
collateral free from any prior liens, security interests or
encumbrances, and Undersigned warrants title to and will defend
the Collateral against all claims and demands of persons claiming
any interest therein adverse to the Lender. Undersigned will not
permit any liens or security interests other than the Lender's
security interest to attach to any of the Collateral, will not
permit the Collateral to be levied upon, garnished or attached
under any legal process; (*A) or permit any other thing to be
done that may impair the value of the Collateral or the security
interest afforded hereby.
2. Sale, Lease, or Disposition of Collateral Prohibited.
Undersigned shall not sell, transfer, exchange, lease or
otherwise dispose of the Collateral or any part thereof or the
Undersigned's rights therein without first obtaining the prior
written consent of Lender. The consent of Lender may be
conditioned upon any requirements which the Lender deems to be
for its protection; and, it is understood and agreed that such
consent will not be deemed to be effective unless and until such
requirements and conditions have been fulfilled.
3. Financing Statement. No Financing Statement covering
Collateral is on file in any public office. Undersigned agrees
to join with Lender in executing one or more Financing
Statements, or other instrument of encumbrance, in form
satisfactory to Lender, in order to perfect, or to continue
perfection of, the security interest of Lender which may arise
hereunder.
4. Taxes. Undersigned shall promptly pay any and all taxes,
assessments and license fees with respect to the Collateral or
the use of the Collateral. (*B)
EVENTS OF DEFAULT
Pledgor shall be in default under this Agreement upon the
happening of any of the following events or conditions, herein
called "Events of Default": (*C)
1. Any warranty, covenant, agreement, representation, financial
information or statement made or furnished to Lender by or in
behalf of Debtor or Pledgor to induce Lender to enter into this
Agreement, or in conjunction therewith, is violated or proves to
have been false in any material respect when made or furnished.
2. Any payment required hereunder or under any note or
obligation of Debtor or Pledgor to this Lender or to others is
not made when due or in accordance with terms of the applicable
contract.
3. Debtor or Pledgor defaults in the performance of any
covenant, obligation, warranty or provision contained in any Loan
Agreement or in any other note or obligation of Debtor or Pledgor
to Lender or to others.
4. The occurrence of any event or condition which results in
acceleration of the maturity of any obligation of Debtor or
Pledgor to Lender or to others under any note, indenture,
agreement or undertaking.
5. Loss, theft, substantial damage to or destruction of
Collateral.
6. The making of any levy against or seizure, garnishment or
attachment of any Collateral, the consensual encumbrance thereof,
or the sale, lease or other disposition of Collateral without the
prior written consent of Lender as required elsewhere in this
Agreement.
7. When in the judgment of Lender the Collateral becomes
unsatisfactory or insufficient in character or value, and upon
request Debtor fails to provide additional Collateral as required
by Lender.
8. Any time Lender in its sole goodfaith discretion believes the
prospect of payment or performance of any liability, covenant,
warranty or obligation of Debtor or Pledgor is impaired.
9. The death, dissolution, termination of existence or
insolvency of Debtor or Pledgor, the appointment of a receiver
over any part of Debtor's property or any part of the Collateral,
as assignment for the benefit of creditors or the commencement of
any proceeding under any bankruptcy or insolvency law by or
against Debtor or Pledgor or any guarantor or surety for Debtor
or Pledgor.
REMEDIES
Upon the occurrence of an Event of Default, and at any time
thereafter, Lender may at its option and without notice or demand
to debtor or Pledgor except as otherwise provided by law,
exercise any and all rights and remedies provided by the Uniform
commercial Code of the state in which Lender is organized or
holds its certificate of authority, as well as all other rights
and remedies possessed by Lender, including, but not limited to:
1. Declare all liabilities secured hereby immediately due and
payable, and/or proceed to enforce payment and performance of all
liabilities secured hereby.
2. Possess all books and records evidencing or pertaining to the
Collateral, and for this purpose Lender is hereby given authority
to enter into and upon any premises at which such books and
records or any part of them may be situated, and to remove them.
3. Apply that portion of the Collateral consisting of cash or
cash equivalent items such as checks, drafts or deposited funds
against any liabilities of Debtor or Pledgor selected by Lender,
and for this purpose Undersigned agrees that cash or equivalents
will be considered identical to cash proceeds. Lender shall have
the right immediately and without further action by it to set off
against the liabilities of Debtor secured hereby all money owed
by Lender to Debtor and against the liabilities of Pledgor
secured hereby all money owed by Lender to Debtor, whether due or
not due, and Lender shall be deemed to have exercised such right
to set off and to have made a charge against such money at the
time of any acceleration upon default even though such charges
made are entered on the Lender's books subsequent thereto.
4. Transfer any of the Collateral or evidence thereof into its
own name or that of a nominee and receive the proceeds therefrom
and hold the same as security for the liabilities secured hereby
to Lender or apply it on or against any such liability. Lender
may also demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose, release or realize upon Collateral in
its own name or in the name of the Pledgor as Lender may
determine.
5. Sell or otherwise dispose of the Collateral. Unless
Collateral in whole or part is perishable or threatens to decline
speedily in value or is of a type customarily sold on a
recognized market, Lender will give Debtor and Pledgor reasonable
notice of the time and place of any public sale, or of the time
after which any private sale or other disposition is to be made.
Any requirement of notice shall be met if notice is mailed,
postage prepaid, to the address provided for herein at least ten
days before sale or other disposition or action. Lender shall be
entitled to, and Undersigned shall be liable for, all reasonable
costs and expenditures incurred in realizing on its security
interest, including without limitation, court costs, fees for
replevin bonds, storage, repossession costs, repair and
preparation costs for sale, selling costs and reasonable
attorneys' fees as set forth in any promissory note. All such
costs shall be secured by the security interest in the Collateral
covered herein.
6. Lender shall not be liable for failure to collect any
account, enforce any contract right, or for any other act or
omission on the part of Lender, its officers, agents or
employees, except as the same constitutes a lack of good faith or
failure to act in a commercially reasonable manner. Lender shall
have acted in a commercially reasonable manner if its action or
non-action is consistent with the general usage of lenders in the
area of Lender's location at the time the action or non-action
occurs, but this standard shall not constitute disapproval of any
procedures which may be otherwise reasonable under the
circumstances nor require Lender to take necessary steps to
preserve rights against prior parties in an instrument or chattel
paper.
GENERAL
1. Expenditures of Lender. At its option and after any written
notice to Undersigned required by law, which notice Undersigned
hereby agrees is sufficient if mailed, postage prepaid, to the
address of Undersigned provided for herein at least ten days
before the commencement of the performance of the duties
specified therein, it is agreed Lender may discharge taxes,
liens, security interests or other encumbrances on the Collateral
and may pay for the repair of any damage to the Collateral, for
the maintenance and preservation thereof and for insurance
thereon. Undersigned shall be liable for an agrees to pay Lender
for all expenditures of Lender for taxes on Collateral, for the
discharge of liens, security interests or other encumbrances on
the Collateral, for the repair of any damage to Collateral, and
for all costs, reasonable attorneys' fees and other disbursements
of Lender in connection with the foregoing, Undersigned agrees
promptly to reimburse Lender for all such expenditures and until
such reimbursement the amounts of such expenditures shall be
considered a liability of Undersigned to Lender which is secured
by this Agreement. In addition, Undersigned shall be liable for
and agrees to pay Lender for all costs, reasonable attorneys'
fees and other disbursements of Lender as allowed by law or
provided for herein in the enforcement or collection of any note,
warranty or liability of Undersigned to Lender, or in the
realization upon or the enforcement or collection of any account
receivable, contract right, promissory note, chattel paper,
instrument, document or other Collateral in which Lender has a
security interest. Undersigned agrees promptly to reimburse
Lender for all such expenditures, and until such reimbursement
the amount of such expenditures shall be considered a liability
of Undersigned to Lender which is secured by this Agreement.
2. Right of Offset. Any property, tangible or intangible of
Undersigned in possession of Lender at any time during the term
hereof, or any indebtedness due from Lender to Undersigned and
any deposit or credit balances due from Lender to Undersigned, or
any of the foregoing of any party hereto, is pledged to secure
payment hereof and may after an uncured event of default be
appropriated, held or applied toward the payment of any
obligation of Undersigned Lender.
3. Applicable Law. The law of the jurisdiction where Lender is
organized or holds its certificate of authority the undersigned
who was entitled thereto shall control this Agreement.
4. Waivers. No act, delay or omission, including Lender's
waiver of remedy because of any default hereunder, shall
constitute a waiver of any of Lender's rights and remedies under
this Agreement or any other agreement between the parties. All
rights and remedies of Lender are cumulative and may be exercised
singularly or concurrently, and the exercise of any one or more
remedy will not be a waiver of any other. No waiver, change,
modification or discharge of any of Lender's rights or of
Undersigned's duties as so specified or allowed will be effective
unless in writing and signed by a duly authorized officer of
Lender, and any such waiver will not be a bar to the exercise of
any right or remedy on any subsequent default, Undersigned hereby
waives: (a) all demands and notices of any action taken by Lender
under this Agreement or any other agreement between the parties
or in connection with any notes;(b) any indulgence of Lender; and
(c) any substitution for, exchange of, or release of all or any
part of Collateral or of other collateral securing obligations of
Debtor to Lender. Undersigned also consents to the addition or
release of person liable on any obligation of Debtor or
Undersigned to Lender.
5. Agreement Binding on Assigns. This Agreement shall insure to
the benefit of the successors and assigns of Lender and shall be
binding upon the heirs, executors, administrators, successors and
assigns of Undersigned.
6. Rights of Lender Assignable. Lender at any time and at its
option may pledge, transfer or assign its rights under this
agreement in whole or in part, and any pledgee, transferee or
assignee shall have all the rights of Lender to the rights or
parts thereof so pledged, transferred or assigned. The rights of
the Undersigned hereunder may not be assigned.
7. Joint and Several Responsibility of Pledgor. If more than
one Undersigned executes this Agreement, their responsibility
hereunder shall be joint and several and the reference to
Undersigned herein shall be deemed to refer to each Undersigned
signing this Agreement.
8. Separability of Provisions. If any provision of this
Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and this Agreement shall be
construed as if such invalid or unenforceable provision had never
been contained herein.
9. Copies. A carbon, photographic, or other reproduction of
this Security Agreement or of any financing statement prepared or
filed with respect hereto is sufficient as a financing statement.
10. Notice of Name Change, etc. Undersigned will immediately
notify Lender of any change in his, her, or their name, identiy,
or organizational or corporate structure.
*Exhibit "2" is incorporated herein by reference as if fully set
forth herein.
BancFirst
COMMERCIAL PLEDGE AND SECURITY AGREEMENT
Principal
Loan Date 01-07-1999
Maturity
Loan No. 4000040429
Call
Collateral
Account 416889
Officer REH
Initials
References in the shaded area are for Lender's use only and do
not limit the applicability of this document to any particular
loan or item.
Borrower:
Jack E. Golsen (SSN: ###-##-####)
Sylvia H. Golsen (SSN:)
P. o. Box 705
Oklahoma City, OK 73101
Lender:
BancFirst
OKC - Main & Brdwy
101 North Broadway
P. O. Box 26788
Oklahoma city, OK 73126-0788
Grantor:
SBL Corporation (SSN:)
16 South Pennsylvania
Oklahoma City, OK 73107
THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT is entered into among
Jack E. Golsen and Sylvia H. Golsen (referred to below as
"Borrower"); SBL Corporation (referred to below as "Grantor"); and
BancFirst (referred to below as "Lender").
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor
grants to Lender a security interest in the Collateral to secure
the Indebtedness and agrees that Lender shall have the rights
stated in this Agreement with respect to the Collateral, in
addition to all other rights which Lender may have by law.
DEFINITIONS. The following words shall have the following meanings
when used in this Agreement:
Agreement. The word "Agreement" means this Commercial Pledge
and Security Agreement, as this Commercial Pledge and Security
Agreement may be amended or modified from time to time,
together with all exhibits and schedules attached to this
Commercial Pledge and Security Agreement from time to time.
Borrower. The word "Borrower" means each and every person or
entity signing the Note, including without limitation Jack E.
Golsen and Sylvia H. Golsen.
Collateral. The word "Collateral" means the following
specifically described property, which Grantor has delivered
or agrees to deliver (or cause to be delivered or appropriate
book-entries made) immediately to Lender, together with all
Income and Proceeds as described below:
20000.000 shares of LSB Industries, Inc., Certificate No.
OKS 10787, CUSIP 50216104
20000.000 shares of LSB Industries, Inc., Certificate No.
OKS 10788, CUSIP No. 502160 10 4
In addition, the word "Collateral" includes all property of
Grantor, in the possession of Lender (or in the possession of
a third party subject to the control of Lender), whether now
or hereafter existing and whether tangible or intangible in
character, including without limitation each of the following:
(a) All property to which Lender acquires title or
documents of title.
(b) All property assigned to Lender.
(c) All promissory notes, bills of exchange, stock
certificates, bonds, savings passbooks, time certificates
of deposit, Insurance policies, and all other instruments
and evidences of an obligation.
(d) All records relating to any of the property described
in this Collateral section, whether in the form of a
writing, microfilm, microfiche, or electronic media.
Event of Default. The words "Event of Default" mean and
include without limitation any of the Events of Default set
forth below in the section titled "Events of Default."
Grantor. The word "Grantor" means SBL Corporation. Any
Grantor who signs this Agreement, but does not sign the Note,
is signing this Agreement only to grant a security interest in
Grantor's interest in the Collateral to Lender and is not
personally liable under the Note except as otherwise provided
by contract or law (e.g., personal liability under a guaranty
or as a surety).
Indebtedness. The word "Indebtedness" means the Indebtedness
evidenced by the Note, including all principal and interest,
together with all other indebtedness and costs and expenses
for which Borrower or Grantor is responsible under this
Agreement or under any of the Related Documents as well as all
claims by Lender against Borrower.
Lender. The word "Lender" means BancFirst, its successors and
assigns.
Note. The word "Note" means the note or credit agreement
dated September 21, 1998 in the principal amount of
$600,000.00 from Borrower to Lender, together with all
renewals of, extensions of, modifications of, refinancings of,
consolidations of and substitutions for the note or credit
agreement.
Obligor. The word "Obligor" means and includes without
limitation any and all persons or entities obligated to pay
money or to perform some other act under the Collateral.
Related Documents. The words "Related Documents" mean and
include without limitation all promissory notes, credit
agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust,
and all other instruments, agreements and documents, whether
now or hereafter existing, executed in connection with the
Indebtedness.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise
required under this Agreement or by applicable law, (a) Borrower
agrees that Lender need not tell Borrower about any action or
inaction Lender takes in connection with this Agreement; (b)
Borrower assumed the responsibility for being and keeping informed
about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including
without limitation any failure of Lender to realize upon the
Collateral or any delay by Lender in realizing upon the Collateral;
and Borrower agrees to remain liable under the Note no matter what
action Lender takes or fails to take under this Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that:
(a) this Agreement is executed at Borrower's request and not at the
request of Lender; (b) Grantor has the full right, power and
authority to enter into this Agreement and to pledge the Collateral
to Lender; (c) Grantor has established adequate means of obtaining
from Borrower on a continuing basis information about Borrower's
financial condition; and (d) Lender has made no representation to
Grantor about Borrower or Borrower's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment,
protest, demand, and notice of dishonor or non payment to Grantor,
Borrower, or any other party to the Indebtedness or the Collateral.
Lender may do any of the following with respect to any obligation
of any Borrower, without first obtaining the consent of Grantor:
(a) grant any extension of time for any payment, (b) grant any
renewal, (c) permit any modification of payment terms or other
terms, or (d) exchange or release any Collateral or other security.
No such act or failure to act shall affect Lender's rights against
Grantor or the Collateral.
If now or hereafter (a) Borrower shall be or become insolvent, and
(b) the Indebtedness shall not at all times until paid by fully
secured by collateral pledged by Borrower, Grantor hereby forever
waives and relinquishes in favor of Lender and Borrower, and their
respective successors, any claim or right to payment Grantor may
now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor be
<PAGE>
RIGHT OF SETOFF. Grantor hereby grants Lender a contractual
possessory security interest in and hereby assigns, conveys,
delivers, pledges, and transfers all of Grantor's right, title and
interest in and to Grantor's accounts with lender (whether
checking, savings, or some other account), including all accounts
held jointly with someone else and all accounts Grantor may open in
the future, excluding, however, all IRA and Keogh accounts, and all
trust accounts for which the grant of a security interest would be
prohibited by law. Grantor authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all Indebtedness
against any and all such accounts.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
COLLATERAL. Grantor represents and warrants to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free
and clear of all security interests, liens, encumbrances and
claims of others except as disclosed to and accepted by Lender
in writing prior to execution of this Agreement.
Right to Pledge. Grantor has the full right, power and
authority to enter into this Agreement and to pledge the
Collateral.
Binding Effect. This Agreement is binding upon Grantor, as
well as Grantor's heirs, successors, representatives and
assigns, and is legally enforceable in accordance with its
terms.
No Further Assignment. Grantor has not, and will not, sell,
assign, transfer, encumber or otherwise dispose of any of
Grantor's rights in the Collateral except as provided in this
Agreement.
No Defaults. There are no defaults existing under the
Collateral, and there are no offsets or counterclaims to the
same. Grantor will strictly and promptly perform each of the
terms, conditions, covenants and agreements contained in the
Collateral which are to be performed by Grantor, if any.
No Violation. The execution and delivery of this Agreement
will not violate any law or agreement governing Grantor or to
which Grantor is a party.
Lender's Rights and Obligations with Respect to Collateral.
Lender may hold the Collateral until all the Indebtedness has
been paid and satisfied and thereafter may deliver the
Collateral to any Grantor. Lender shall have the following
rights in addition to all other rights it may have by law:
Maintenance and Protection of Collateral. Lender may, but
shall not be obligated to, take such steps as it deems
necessary or desirable to protect, maintain, insure, store, or
care for the Collateral, including payment of any liens or
claims against the Collateral. Lender may charge any cost
incurred in so doing to Grantor.
Application of Cash. At Lender's option, Lender may apply any
cash, whether included in the Collateral or received as Income
and Proceeds or through liquidation, sale, or retirement, of
the Collateral, to the satisfaction of the Indebtedness or
such portion thereof as Lender shall choose, whether or not
matured.
Transactions with Others. Lender may (a) extend time for
payment or other performance, (b) grant a renewal or change in
terms or conditions, or (c) compromise, compound or release
any obligation, with any one or more Obligors, endorsers, or
Guarantors of the Indebtedness as Lender deems advisable,
without obtaining the prior written consent of Grantor, and no
such act or failure to act shall affect Lender's rights
against Grantor or the Collateral.
All Collateral Secures Indebtedness. All Collateral shall be
security for the Indebtedness, whether the Collateral is
located at one or more offices or branches of Lender and
whether or not the office or branch where the Indebtedness is
created is aware of or relies upon the Collateral.
Collection of Collateral. Lender, at Lender's option may, but
need not, collect directly from the Obligors on any of the
Collateral all Income and Proceeds or other sums of money and
other property due and to become due under the Collateral, and
Grantor authorizes and directs the Obligors, if Lender
exercises such option, to pay and deliver to Lender all Income
and Proceeds and other sums of money and other property
payable by the terms of the collateral and to accept Lender's
receipt for the payments.
Power of Attorney. Grantor irrevocably appoints Lender as
Grantor's attorney in fact, with full power of substitution,
(a) to demand, collect, receive, receipt for, sue and recover
all Income and Proceeds and other sums of money and other
property which may now or hereafter become due, owing or
payable from the Obligors in accordance with the terms of the
Collateral; (b) to execute, sign and endorse any and all
instruments, receipts, checks, drafts and warrants issued in
payment for the Collateral; (c) to settle or compromise any
and all claims arising under the Collateral, and in the place
and stead of Grantor, execute and deliver Grantor's release
and acquittance for Grantor; (d) to file any claim or claims
or to take any action or institute or take part in any
proceedings, either in Lender's own name or in the name of
Grantor, or otherwise, which in the discretion of Lender may
seem to be necessary or advisable; and (e) to execute in
Grantor's name and to deliver to the Obligors on Grantor's
behalf, at the time and in the manner specified by the
Collateral, any necessary instruments or documents.
Perfection of Security Interest. Upon request of Lender,
Grantor will deliver to Lender any and all of the documents
evidencing or constituting the Collateral. When applicable
law provides more than one method of perfection of Lender's
security interest, Lender may choose the method(s) to be used.
Upon request of Lender, Grantor will sign and deliver any
writings necessary to perfect Lender's security interest. If
the Collateral consists of securities for which no certificate
has been issued, Grantor agrees, at Lender's option, either to
request issuance of an appropriate certificate or to execute
appropriate instructions on Lender's forms instructing the
issuer, transfer agent, mutual fund company, or broker, as the
case may be, to record on its books or records, by book-entry
or otherwise, Lender's security interest in the Collateral.
Grantor hereby appoints Lender as Grantor's irrevocable
attorney in fact for the purpose of executing any documents
necessary to perfect or to continue the security interest
granted in this Agreement. This is a continuing Security
Agreement and will continue in effect even though all or any
part of the Indebtedness is paid in full and even though for
a period of time Borrower may not be indebted to Lender.
Inspection Rights. Grantor assigns to Lender all of Grantor's
statutory and common law rights to inspect the books and
records of the issuer of any Collateral.
EXPENDITURES BY LENDER. If not discharged or paid when due, Lender
may (but shall not be obligated to) discharge or pay any amounts
required to be discharged or paid by Grantor under this Agreement,
including without limitation all taxes, liens, security interests,
encumbrances, and other claims, at any time levied or placed on the
Collateral. Lender also may (but shall not be obligated to) pay
all costs for insuring, maintaining and preserving the Collateral.
All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses shall become a part of the Indebtedness
and, at Lender's option, will (a) be payable on demand, (b) be
added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either
(i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment
which will be due and payable at the Note's maturity. This
Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which
Lender may be entitled upon the occurrence of an Event of Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary
reasonable care in the physical preservation and custody of the
Collateral in Lender's possession, but shall have no other
obligation to protect the Collateral or its value. In particular,
but without limitation, Lender shall have no responsibility for (a)
any depreciation in value of the Collateral or for the collection
or protection of any Income and Proceeds from the Collateral, (b)
preservation of rights against parties to the Collateral or against
third persons, (c) ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating to any of
the Collateral, or (d) informing Grantor about any of the above,
whether or not Lender has or is deemed to have knowledge of such
matters. Except as provided above, Lender shall have no liability
for depreciation or deterioration of the Collateral.
EVENTS OF DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement:
Default on Indebtedness. Failure of Borrower to make any
payment when due on the Indebtedness.
Other Defaults. Failure of Borrower or Grantor to comply with
or to perform any other term, obligation, covenant or
condition contained in this Agreement or in any of the Related
Documents or failure of Borrower to comply with or to perform
any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.
False Statements. Any warranty, representation or statement
made or furnished to Lender by or on behalf of Borrower or
Grantor under this Agreement, the Note or the Related
Documents is false or misleading in any material respect,
either now or at the time made or furnished.
Defective Collateralization. This Agreement or any of the
Related Documents ceases to be in full force and effect
(including failure of any collateral documents to create a
valid and perfected security interest or lien) at any time and
for any reason.
Death or Insolvency. The death of Borrower or Grantor of the
dissolution or termination of Borrower or Grantor's existence
as a going business of creditors, any type of creditor
<PAGE>
workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower or
Grantor.
Creditor or Forfeiture Proceedings. Commencement of
foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by
any creditor of Borrower or Grantor or by any governmental
agency against the Collateral or any other collateral securing
the Indebtedness.
Adverse Change. A material adverse change occurs in
Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is
impaired.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs
under this Agreement, at any time thereafter, Lender may exercise
any one or more of the following rights and remedies:
Accelerate Indebtedness. Declare all Indebtedness, including
any prepayment penalty which Borrower would be required to
pay, immediately due and payable, without notice of any kind
to Borrower or Grantor.
Collect the Collateral. Collect any of the Collateral and, at
Lender's option and to the extent permitted by applicable law,
retain possession of the Collateral while suing on the
Indebtedness.
Sell the Collateral. Sell the Collateral, at Lender's
discretion, as a unit or in parcels, at one or more public or
private sales. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type
customarily sold on a recognized public market, Lender shall
give or mail to Grantor, or any of them, notice at least ten
(10) days in advance of the time and place of any public sale,
or of the date after which any private sale may be made.
Grantor agrees that any requirement of reasonable notice is
satisfied if Lender mails notice by ordinary mail addressed to
Grantor, or any of them, at the last address Grantor has given
Lender in writing. If a public sale is held, there shall be
sufficient compliance with all requirements of notice to the
public by a single publication in any newspaper of general
circulation in the county where the Collateral is located,
setting forth the time and place of sale and a brief
description of the property to be sold. Lender may be a
purchaser at any public sale.
Register Securities. Register any securities included in the
Collateral in Lender's name and exercise any rights normally
incident to the ownership of securities.
Sell Securities. Sell any securities included in the
Collateral in a manner consistent with applicable federal and
state securities laws, notwithstanding any other provision of
this or any other agreement. If, because of restrictions
under such laws, Lender is or believes it is unable to sell
the securities in an open market transaction, Grantor agrees
that Lender shall have no obligation to delay sale until the
securities can be registered, and may make a private sale to
one or more persons or to a restricted group of persons, even
though such sale may result in a price that is less favorable
than might be obtained in an open market transaction, and such
a sale shall be considered commercially reasonable. If any
securities held as Collateral are "restricted securities" as
defined in the Rules of the Securities and Exchange Commission
(such as Regulation D or Rule 144) or state securities
departments under state "Blue Sky" laws.
Foreclosure. Maintain a judicial suit for foreclosure and
sale of the Collateral.
Transfer Title. Effect transfer of title upon sale of all or
part of the Collateral. For this purpose, Grantor irrevocably
appoints Lender as its attorney in fact to execute
endorsements, assignments and instruments in the name of
Grantor and each of them (if more than one) as shall be
necessary or reasonable.
Other Rights and Remedies. Have and exercise any or all of
the rights and remedies of a secured creditor under the
provisions of the Uniform Commercial Code, at law, in equity,
or otherwise.
Application of Proceeds. Apply any cash which is part of the
Collateral, or which is received from the collection or sale
of the Collateral, to reimbursement of any expenses, including
any costs for registration of securities, commissions incurred
in connection with a sale, as provided below, and court costs,
whether or not there is a lawsuit and including any fees on
appeal, incurred by lender in connection with the collection
and sale of such Collateral and to the payment of the
Indebtedness of Borrower to Lender, with any excess funds to
be paid to Grantor as the interests of Grantor may appear.
Borrower agrees, to the extent permitted by law, to pay any
deficiency after application of the proceeds of the Collateral
to the Indebtedness.
Cumulative Remedies. All of Lender's rights and remedies,
whether evidenced by this Agreement or by any other writing,
shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and an election top
make expenditures or to take action to perform an obligation
of Grantor under this Agreement, after Grantor's failure to
perform, shall not affect Lender's right to declare a default
and to exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement.
Amendments. This Agreement, together with any Related
Documents, constitutes the entire understanding and agreement
of the parties as to the matters set forth in this Agreement.
No alteration of or amendment to this Agreement shall be
effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or
amendment.
Applicable Law. This Agreement has been delivered to Lender
and accepted by Lender in the State of Oklahoma. If there is
a lawsuit, Borrower and Grantor agree upon Lender's request to
submit to the jurisdiction of the courts of Oklahoma County,
the State of Oklahoma. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Oklahoma.
Expenses. Borrower and Grantor agree to pay upon demand all
of Lender's costs and expenses, including legal expenses,
incurred in connection with the enforcement of this Agreement.
Lender may pay someone else to help enforce this Agreement,
and Borrower and Grantor shall pay the costs and expenses of
such enforcement. Costs and expenses include Lender's legal
expenses whether or not there is a lawsuit, including legal
expenses for bankruptcy proceedings (and including efforts to
modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services.
Borrower and Grantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret
or define the provisions of this Agreement.
Multiple Parties. All obligations of Borrower and Grantor
under this Agreement shall be joint and several, and all
references to Borrower shall mean each and every Borrower, and
all references to Grantor shall mean each and every Grantor.
This means that each of the persons signing below is
responsible for all obligations in this Agreement.
Notices. All notices required to be given under this
Agreement shall be given in writing, may be sent by
telefacsimile (unless otherwise required by law), and shall be
effective when actually delivered or when deposited with a
nationally recognized overnight courier or deposited in the
United States mail, first class, postage prepaid, addressed to
the party to whom the notice is to be given at the address
shown above. Any party may changes its address for notices
under this Agreement by giving formal written notice to the
other parties, specifying that the purpose of the notice is to
change the party's address. To the extent permitted by
applicable law, if there is more than one Borrower or Grantor,
notice to any Borrower or Grantor will constitute notice to
all Borrower and Grantors. For notice purposes, Borrower and
Grantor will keep Lender informed at all times of Borrower and
Grantor's current address(es).
Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be invalid or unenforceable as
to any person or circumstance, such finding shall not render
the provision invalid or unenforceable as to any other persons
or circumstances. If feasible, any such offending provision
shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending
provision cannot be so modified, it shall be stricken and all
other provisions of this Agreement in all other respects shall
remain valid and enforceable.
Successor Interests. Subject to the limitations set forth
above on transfer of the Collateral, this Agreement shall be
binding upon and inure to the benefit of the parties, their
successors and assigns.
Waiver. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of
Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute
a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this
Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver
of any of Lender's rights or of any of Grantor's obligations
as to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent
by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required
and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
<PAGE>
EACH BORROWER AND GRANTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS PLEDGE AND SECURITY AGREEMENT, AND EACH BORROWER
AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
JANUARY 7, 1999.
BORROWER:
/s/ Jack E. Golsen /s/ Sylvia H. Golsen
______________________________ _______________________________
Jack E. Golsen Sylvia H. Golsen
GRANTOR:
SBL CORPORATION
BY: /s/ Sylvia H. Golsen
___________________________
Sylvia H. Golsen, President
DATE OF AGREEMENT
6/16/98
SECURITY AGREEMENT
________________________________________________________________
DEBTOR'S NAME AND ADDRESS PLEDGOR NAME AND ADDRESS
________________________________________________________________
Golsen Petroleum Corporation Jack E.Golsen
P.O.Box 705 P. O. Box 705
Oklahoma City, OK 73101 Oklahoma City, OK 73101
_______________________________________________________________
LENDER NAME AND ADDRESS
____________________________
The Bank of Union
P.O. Box 1010
El Reno, OK 73036
____________________________
I. GRANT OF SECURITY INTEREST. For value received, the
Undersigned whether one or more (hereinafter individually referred
to as "Debtor" or "Pledgor" as their capacities are above set
forth) hereby grants to Lender named above a security interest in
the property described in Paragraph II, which property is
hereinafter referred to collectively as "Collateral". This
security interest is given to secure all the obligations of the
Debtor and of the Pledgor to Lender as more fully set forth in
Paragraph III and IV hereof.
II. COLLATERAL. The Collateral includes: (A) All specifically
described Collateral; (B) All proceeds of Collateral; and (C) Other
property as indicated below.
________________________________________________________________
(A) SPECIFICALLY DESCRIBED COLLATERAL
________________________________________________________________
40,000 shares of LSB Industries, Inc. common stock,
Certificate Number OKS 11537.
(B) ALL PROCEEDS of the specifically described Collateral
regardless of kind, character or form (including, but not
limited to, renewals, extensions, redeposits, reissues or any
other changes in form of the rights represented thereby),
together with any stock rights, rights to subscribe,
liquidating dividends, stock dividends, dividends paid in
stock or other property, new securities, or any other property
to which Undersigned may hereafter become entitled to receive
by reason of the specifically described Collateral; and in the
event Undersigned receives any such property, Undersigned
agrees immediately to deliver same to Lender to be held by
Lender in the same manner as Collateral specifically described
above.
(C) OTHER PROPERTY which shall be deemed Collateral shall include
all dividends and interest paid in cash on the Collateral,
provided, however, that Lender at its option may permit such
dividends and/or interest to be received and retained by
Undersigned, but provided further, that Lender may at any time
terminate such permission. Collateral shall further include
without limitation, all money, funds, or property owned by
Undersigned which is now or which hereafter may be possessed
or controlled by Lender whether by pledge, deposit or
otherwise.
================================================================
III. OBLIGATIONS SECURED BY THIS AGREEMENT. The security interest
herein granted is given to secure all of the obligations of Debtor
or Pledgor to Lender including: (a) The performance of all of the
agreements, covenants and warranties of the Debtor or Pledgor as
set forth in any agreement between Debtor or Pledgor and Lender;
(b) All liabilities of Debtor or Pledgor to Lender of every kind
and description, including: (1) all future advances, (2) both
director and indirect liabilities, (3) liabilities due or to become
due and whether absolute or contingent, and (4) liabilities now
existing or hereafter arising and however evidenced; (c) All
extensions and renewals of liabilities of Debtor or Pledgor to
Lender for any term or terms to which Undersigned hereby consents;
(d) All interest due or to become due on the liabilities of Debtor
or Pledgor to Lender; (e) All expenditures by Lender involving the
performance of or enforcement of any agreement, covenant or
warranty provided for by this or any other agreement between the
parties; and (f) All costs, attorney fees, and other expenditures
of Lender in the collection and enforcement of any obligation or
liability of Debtor or Pledgor to Lender and in the collection and
enforcement of or realization upon any of the Collateral.
IV. FUTURE ADVANCES. It is specifically agreed that the
obligations of Debtor and Pledgor secured by this Agreement include
all future advances by Lender to Debtor as set forth in Paragraph
III above.
V. ADDITIONAL PROVISIONS. The Undersigned agrees to the
Additional Provisions set forth on the reverse side hereof, the
same being incorporated herein by reference.
________________________________________________________________
RECEIPT FOR COLLATERAL SIGNATURES
________________________________________________________________
____________________________
NAME Jack E. Golsen
/s/ Jack E. Golsen
____________________________
NAME
The Bank of Union
____________________________
____________________________
LENDER NAME CORPORATION OR PARTNERSHIP
NAME
/s/ John A. Shelley President _____________________ ________
___________________ _________
BY John A. Shelley TITLE BY TITLE
<PAGE>
ADDITIONAL PROVISIONS
UNDERSIGNED EXPRESSLY WARRANTS, COVENANTS AND AGREES:
WARRANTIES AND COVENANTS
A. RECORDS AND INFORMATION
1. Financial Information. All loan applications, balance
sheets, earnings statements, other financial information and
other representations which have been, or may hereafter be,
furnished Lender to induce it to enter into or continue a
financial transaction with Debtor fairly represent the financial
condition of Debtor as of the date and for the period shown
therein, and all other information, reports, documents, papers
and data furnished to Lender are or shall be, at the time
furnished, accurate and correct in all material respects and
complete insofar as completeness may be necessary to give Lender
a true and accurate knowledge of the subject matter. There has
been no material change in the financial condition of Debtor
since the effective date of the last furnished financial
information which has not been reported to Lender in writing.
(The provisions of this paragraph do not apply to Pledgors who
are different parties from Debtor.)
2. Furnishing of Information on Collateral. Undersigned will
furnish Lender information adequate to identify with accuracy all
Collateral in a form and substance and at all times as may be
requested by Lender. Undersigned will also upon request deliver
to Lender true copies of purchase orders, shipping and delivery
receipts and invoices evidencing and describing the Collateral.
Undersigned will execute such documents as Lender may from time
to time require to enable Lender to perfect the security interest
granted hereby and to receive proceeds of and distribution from
or interests in the Collateral.
3. Inspection and Records. Undersigned will at all times
maintain accurate books and records covering the Collateral.
Lender is hereby given the right and privilege of making such
inspections of the records as it deems necessary and of auditing
or causing an audit for verification of the books and records of
the Undersigned and relating to the Collateral at any time and
from time to time. Undersigned agrees to assist Lender in every
way necessary to facilitate such audits and verifications.
B. LIEN STATUS, INSURANCE AND ORDINARY COURSE DISPOSITION
1. Ownership Free of Encumbrances. Except for the security
interest granted hereby, Undersigned now owns or will use the
proceeds of the advances hereunder to become the owner of, the
Collateral free from any prior liens, security interests or
encumbrances, and Undersigned warrants title to and will defend
the Collateral against all claims and demands of persons claiming
any interest therein adverse to the Lender. Undersigned will not
permit any liens or security interests other than the Lender's
security interest to attach to any of the Collateral, will not
permit the Collateral to be levied upon, garnished or attached
under any legal process, or permit any other thing to be done
that may impair the value of the Collateral or the security
interest afforded hereby.
2. Sale, Lease or Disposition of Collateral Prohibited.
Undersigned shall not sell, transfer, exchange, lease, or
otherwise dispose of the Collateral or any part thereof or the
Undersigned's rights therein without first obtaining the prior
written consent of Lender. The consent of Lender may be
conditioned upon any requirements which the Lender deems to be
for its protection; and, it is understood and agreed that such
consent will not be deemed to be effective unless and until such
requirements and conditions have been fulfilled.
3. Financing Statement. No Financing Statement covering
Collateral is on file in any public office. Undersigned agrees
to join with Lender in executing one or more Financing
Statements, or other instrument of encumbrance, in form
satisfactory to Lender, in order to perfect, or to continue
perfection of, the security interest of Lender which may arise
hereunder.
4. Taxes. Undersigned shall promptly pay any and all taxes,
assessments and license fees with respect to the Collateral or
the use of the Collateral.
5. Adequate Insurance. Undersigned at own expense, if required
by Lender, shall insure Collateral with companies acceptable to
Lender against such casualties and in such amounts as prudent
and adequate to protect Lender or as Lender s hall require. All
insurance policies shall be written for benefit of Undersigned
and Lender as their interests appear and such policies or
certified copies thereof evidencing same shall be furnished to
Lender within ten days of date of this agreement. All policies
of insurance shall provide for at least ten days prior written
notice of cancellation to Lender. Lender may act as attorney for
Undersigned in the procuring of insurance, in making, adjusting,
and settling claims under or cancelling such insurance and in
endorsing Undersigned's name on any drafts or checks drawn by
insurers of Collateral.
EVENTS OF DEFAULT
Pledgor shall be in default under this Agreement upon the
happening of any of the following events or conditions, herein
called "Events of Default":
1. Any warranty, covenant, agreement, representation, financial
information or statement made or furnished to Lender by or in
behalf of Debtor or Pledgor to induce Lender to enter into this
Agreement, or in conjunction therewith, is violated or proves to
have been false in any material respect when made or furnished.
2. Any payment required hereunder or under any note or
obligation of Debtor or Pledgor to this Lender or to others is
not made when due or in accordance with terms of the applicable
contract.
3. Debtor or Pledgor defaults in the performance of any
covenant, obligation, warranty or provision contained in any Loan
Agreement or in any other note or obligation of Debtor or Pledgor
to Lender or to others.
4. The occurrence of any event or condition which results in
acceleration of the maturity of any obligation of Debtor or
Pledgor to Lender or to others under any note, indenture,
agreement or undertaking.
5. Loss, theft, substantial damage to or destruction of
Collateral.
6. The making any levy against or seizure, garnishment or
attachment of any Collateral, the consensual encumbrance thereof,
or the sale, lease or other disposition of Collateral without the
prior written consent of Lender as required elsewhere in this
Agreement.
7. When in the judgment of Lender the Collateral becomes
unsatisfactory or insufficient in character or value, and upon
request Debtor fails to provide additional Collateral as required
by Lender.
8. Any time Lender in its sole discretion believes the prospect
of payment or performance of any liability, covenant, warranty or
obligation of Debtor or Pledgor is impaired.
9. The death, dissolution, termination of existence or
insolvency of Debtor or Pledgor, the appointment of a receiver
over any part of Debtor's property or any part of the Collateral,
an assignment for the benefit of creditors or the commencement of
any proceeding under any bankruptcy or insolvency law levied
against Debtor or Pledgor or any guarantor or surety for Debtor
or Pledgor.
REMEDIES
Upon the occurrence of an Event of Default, and at any time
thereafter, Lender may at its option and without notice or demand
to Debtor or Pledgor except as otherwise provided by law,
exercise any and all rights and remedies provided by the Uniform
Commercial Code of the state in which Lender is organized and
holds its certificate of authority, as well as all other rights
and remedies possessed by Lender, including, but not limited to:
1. Declare all liabilities secured hereby immediately due and
payable, and/or proceed to enforce payment and performance of all
liabilities secured hereby.
2. Possess all books and records evidencing or pertaining to the
Collateral, and for this purpose Lender is hereby given authority
to enter into and upon any premises at which such books and
records or any part of them may be situated, and to remove them.
3. Apply that portion of the Collateral consisting of cash or
cash equivalent items such as checks, drafts, or deposited funds
against any liabilities of Debtor or Pledgor selected by Lender,
and for this purpose, Undersigned agrees that cash or equivalents
will be considered identical to cash proceeds. Lender shall have
the right immediately and without further action by it to set off
against the liabilities of Debtor secured hereby all money owned
by Lender to Debtor, whether due or not due, and Lender shall be
deemed to have exercised the right to set off and to have made a
charge against such money at the time of any acceleration upon
default even though such charges made are entered on the Lender's
books subsequent thereto.
4. Transfer any of the Collateral or evidence thereof in to its
own name or that of a nominee and receive all proceeds therefrom
and hold the same as security for the liabilities secured hereby
to Lender or apply it on or against any such liability. Lender
may also demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose, release or realize upon Collateral in
its own name or in the name of the Pledgor as Lender may
determine.
5. Sell or otherwise dispose of the Collateral. Unless
Collateral is whole or part is perishable or threatens to decline
speedily in value or is of a type customarily sold on a
recognized market, Lender will give Debtor and Pledgor reasonable
notice of the time and place of any public sale or of the time
after which any private sale or other disposition is to be made.
Any requirement of notice shall be met if notice is mailed,
postage prepaid, to the address provided for herein at least ten
days before sale or other disposition or action. Lender shall be
entitled to, and Undersigned shall be liable for, all reasonable
costs and expenditures incurred in realizing on its security
interest, including without limitation, court costs, fees for
replevin bonds, storage, repossession costs, repair and
preparation costs for sale, selling costs, and reasonable
attorneys' fees as set forth in any promissory note. All such
costs shall be secured by the security interest in the Collateral
covered herein.
6. Lender shall not be liable for failure to collect any
account, enforce any contract right, or for any other act or
omission on the part of Lender, its officers, agents or
employees, except as the same constitutes a lack of good faith or
failure to act in a commercially reasonable manner. Lender shall
have acted in a commercially reasonable manner if its action or
non-action is consistent with the general usage of lenders in the
area of Lender's location at the same time the action or non-
action occurs, but this standard shall not constitute disapproval
of any procedures which may be otherwise reasonable not require
Lender to take necessary steps to preserve rights against prior
parties in an instrument or chattel paper.
GENERAL
1. Expenditures of Lender. At its option and after any written
notice to Undersigned required by law, such notice Undersigned
hereby agrees is sufficient if mailed, postage prepaid, to the
address of Undersigned provided for herein at least ten days
before the commencement of the performance of the duties
specified therein, it is agreed Lender may discharge taxes,
liens, security interests or other encumbrances on Collateral and
may pay for the repair of any damage to the Collateral, for the
maintenance and preservation thereof and for insurance thereon.
Undersigned shall be liable for and agrees to pay Lender for
expenditures of Lender for taxes on Collateral, for the discharge
of liens, security interests, or other encumbrances on the
Collateral, for the repair of any damage to Collateral, and for
all costs, attorneys' fees or other disbursements of Lender in
connection with the foregoing. Undersigned agrees promptly to
reimburse Lender for all such expenditures and until such
reimbursement the amounts of such expenditures shall be
considered a liability of Undersigned to Lender which is secured
by this Agreement. In addition, Undersigned shall be liable for
and agrees to pay Lender for all costs, attorneys' fees and other
disbursements by Lender as allowed by law or provided for herein
in the enforcement or collection of any note, warranty or duty of
Undersigned to Lender, or in the realization upon or the
enforcement or collection of any account, receivable, contract
right, promissory note, chattel paper, instrument, document or
other Collateral in which Lender has a security interest.
Undersigned agrees promptly to reimburse Lender for all such
expenditures, and until such reimbursement the amounts of such
expenditures shall be considered a liability of Undersigned to
Lender which is secured by this Agreement.
2. Right of Offset. Any property, tangible or intangible of
Undersigned in possession of Lender at any time during the term
hereof, or any indebtedness due from Lender to Undersigned and
any deposit or credit balances due from Lender to Undersigned, or
any of the foregoing of any party hereto, is pledged to secure
payment hereof and may at any time while the whole or any part of
Undersigned's indebtedness to Lender remains unpaid, whether
before or after maturity thereof, be appropriated, held or
applied toward payment of any obligation of Undersigned to
Lender.
3. Applicable Law. The law of the jurisdiction where Lender is
organized or holds its certificate of authority the Undersigned
who was entitled thereto shall control this Agreement.
4. Waivers. No act, delay or omission, including Lender's
waiver of remedy because of any default hereunder, shall
constitute a waiver of any of Lender's rights and remedies under
this Agreement or any other agreement between the parties. All
rights and remedies of Lender are cumulative and may be exercised
singularly or concurrently, and the exercise of any one or more
remedy will not be a waiver of any other. No waiver, change,
modification or discharge of any of Lender's rights or of
Undersigned's duties as so specified or allowed will be effective
unless in writing and signed by a duly authorized officer of
Lender, and any such waiver will not be a bar to the exercise of
any right or remedy or any subsequent default. Undersigned
hereby waives: (a) all demands and notices of any action taken by
Lender under the Agreement or any other agreement between the
parties or in connection with any notes; (b) an indulgence of
Lender; and (c) any substitution for, exchange of, or release of
all or any part of the Collateral or of other Collateral securing
obligations of Debtor to Lender. Undersigned also consents to
the addition or release of any person liable on any obligation of
Debtor or Undersigned to Lender.
5. Agreement Binding on Assigns. This agreement shall inure to
the benefit of the successors and assigns of Lender and shall be
binding upon the heirs, executors, administrators, successors and
assigns of Undersigned.
6. Rights of Lender Assignable. Lender at any time and at its
option may pledge, transfer or assign its rights under this
Agreement in whole or in part, and any pledgee, transferee, or
assignee shall have all the rights of Lender to the rights or
parts thereof so pledged, transferred or assigned. The rights of
the Undersigned hereunder may not be assigned.
7. Joint and Several Responsibility of Pledgor. If more than
one Undersigned executes the Agreement, their responsibility
hereunder shall be joint and several and the reference to
undersigned herein shall be deemed to refer to each Undersigned
signing this Agreement.
8. Separability of Provisions. If any provision of this
Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and this Agreement shall be
construed as if such invalid or unenforceable provision had never
been contained herein.
9. Copies. A carbon, photographic, or other reproduction of
this Security Agreement or of any financing statement prepaid or
filed with respect hereto is sufficient as a financing statement.
10. Notice of Name Change, etc. Undersigned will immediately
notify Lender of any change in his, her, its or their name,
identity, or organizational or corporate structure.
GUARANTY AGREEMENT
Date of Agreement
October 16, 1997
DEBTOR NAME AND ADDRESS:
"LORI R. RAPPAPORT #J-1 TRUST"
P. O. BOX 705
OKLAHOMA CITY, OK 73101-0705
LENDER NAME AND ADDRESS:
STILLWATER NATIONAL BANK
AND TRUST COMPANY
6305 WATERFORD BLVD., SUITE 205
OKLAHOMA CITY, OK 73118
A. To induce the Lender to extend credit to the Debtor and for
other good and valuable consideration, the receipt of which is
acknowledged, and for the purpose of enabling the Debtor to
obtain or renew loans, credit or other financial accommodation
from the Lender named above, each of the undersigned as a
primary obligor, jointly and severally and unconditionally:
(1) guarantees to the Lender that Debtor will fully and
promptly pay or otherwise discharge all indebtedness and other
obligations ("indebtedness") upon which Debtor now is or may
later, from time to time, become obligated to Lender as
principal, guarantor, endorser, or in any other capacity, and
whether joint or several liability or liability created by
direct dealing with Lender or through transfer from others,
and regardless of the nature and form of indebtedness and
whether due or not due; (2) agrees, without the Lender first
having to proceed against Debtor or any other party liable or
to liquidate any security, to pay on demand all sums due and
to become due to Lender from Debtor, and all losses, costs,
reasonable attorney fees or expenses which may be suffered or
incurred by Lender by reason of Debtor's default or the
default of the undersigned; (3) except as setoff is waived,
agrees to be bound by and on demand to pay any deficiency or
difference between all indebtedness of the Debtor and the
proceeds of any private or public sale (including a sheriff's
sale) of the security held by Lender, with or without notice
to the undersigned; (4) agrees that liability under this
Agreement will not be affected or impaired by any failure,
neglect or omission, including a failure or delay to perfect
or maintain perfection of a security interest, either in
relation to the collection of the indebtedness or the
protection of the security given, and regardless of whether
the Lender fails or omits to seek or is precluded from seeking
a judgment against Debtor; and (5) further agrees that the
liability of the undersigned shall not be affected by any lack
of validity or enforceability due to defense, claim, discharge
or otherwise of any indebtedness guaranteed by this Agreement
or of the security of the indebtedness.
B. Lender may at any time and from time to time without the
further consent of or notice to the undersigned, without
incurring responsibility to the undersigned and without
impairing or releasing the obligations of the undersigned, and
upon any terms and conditions the Lender may elect: (1) change
the manner, place or terms of payment or extend the time of
payment of any indebtedness of Debtor to Lender; (2) renew,
increase or alter any indebtedness of Debtor to Lender; (3)
raise or lower the interest rate or rates charged Debtor; (4)
sell, exchange, release, surrender, realize upon or otherwise
deal or not deal with in any manner and in any order any
property at any time pledged to secure or securing the
indebtedness of Debtor to Lender or any liabilities incurred
directly or indirectly under this Agreement, or any offsets
against any such indebtedness or liabilities; (5) exercise or
refrain from exercising any rights against Debtor to others,
or otherwise act or refrain from acting; (6) settle or
compromise any indebtedness guaranteed or incurred; (7)
subordinate the payment of all or part of any indebtedness of
Debtor to Lender to the payment of any liabilities which may
be due Lender or others; (8) apply any sums paid by or for
account of debtor to any indebtedness of Debtor to Lender
regardless of what indebtedness or liability of Debtor to
Lender remains unpaid and regardless of to which indebtedness
such sums were intended to be applied unless debtor directs
the application of such payment; (9) release any one or more
of the undersigned, any other guarantor or any other party
liable upon or for any indebtedness or other obligation
guaranteed, and such release will not affect the liability
under this Agreement of any of the undersigned or any other
party not so released; (10) add or release the primary or
secondary liability of principals, guarantors or other
parties; and/or (11) obtain additional collateral security.
C. The undersigned waives: (1) any and all acceptance of this
Guaranty Agreement; (2) notice of the creation of any
indebtedness; (3) any presentment, demand for payment, notice
of default or non-payment, notice of acceleration, notice of
disposition of security, notice of dishonor or protest to or
upon any party and all other notices whatsoever whether
required or permitted by this Guaranty Agreement, any other
agreement, course of dealing, usage of trade, course of
performance and, to the extent allowed, the law; (4) any
exercise of any remedy which the Lender now has or later
acquires against the Debtor and any other party; (5) any
impairment of collateral, including, but not limited to, the
failure to perfect, or maintain perfection of, a security
interest in collateral; and (6) any event, or any act or
omission of the Lender (except acts or omissions in bad faith)
which materially increases the scope of the undersigned's risk
as guarantor, including the manner of administration of the
loan and changes in the form or manner in which any party does
business or in their financial condition and any notice of any
such change.
D. This Guaranty Agreement shall be absolute, unconditional and
continuing guaranty of payment and not of collection of the
indebtedness and shall be binding upon the undersigned, heirs
or successors of the undersigned, and the estate or estates of
the undersigned: (1) regardless of the death or cessation of
existence of any of the undersigned or of any guarantor or any
other party liable upon any indebtedness or other obligation
hereby guaranteed; (2) irrespective of any defenses, claim or
discharge available to the Debtor under law or under any
agreement with the Lender; and (3) irrespective of any failure
or delay by the Lender to perfect or keep perfected any lien
or security interest in any collateral. This Guaranty
Agreement is an independent obligation which is separately
enforceable from the obligation of the Debtor.
E. All rights of the Lender are cumulative and not alternative to
other rights. Suit may be brought against the undersigned or
other parties liable, jointly and severally, and against any
one or more of them, and against all or less than all, without
impairing the rights of the Lender, its successors or assigns,
against others of the undersigned. The Lender may settle with
any one of the undersigned or any other party for such sum or
sums as it may see fit and release such of the undersigned or
other parties from all further liability to the Lender for
such indebtedness without impairing the right of the Lender to
demand and collect the balance of such indebtedness from
others of the undersigned not so released.
F. The Lender may assign this Agreement or any of its rights and
powers under it, with all or any part of the indebtedness
guaranteed, and may assign to any such assignee any of the
security for the indebtedness. In the event of such
assignment, the assignee shall have the same rights and
remedies as if originally named in this Agreement in place of
Lender, and the Lender shall thereafter be fully discharged
from all responsibility with respect to any such indebtedness
so assigned.
G. Unless expressly limited by specific writing as set forth in
this Guaranty Agreement, it is understood to be unlimited in
amount. If limited, it is understood the limit means a fixed
amount or percentage of any indebtedness remaining after
application of the actual proceeds of the disposition of any
security to any unguaranteed portion of the indebtedness.
NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS GUARANTY TO
THE CONTRARY, THIS GUARANTY IS LIMITED TO DEBTORS INDEBTEDNESS
TO LENDER ARISING UNDER THAT PROMISSORY NOTE DATED OCTOBER
___, 1997, IN THE PRINCIPAL AMOUNT OF $__.
H. Until the indebtedness of the Debtor have been paid in full,
the undersigned agrees to provide to the Lender from time to
time upon demand such financial statements, copies of tax
returns, and other information as to the undersigned as the
Lender may reasonably require.
I. Any deposits or other sums credited by or due from the Lender
to the undersigned may be set off against any and all
liabilities of the undersigned to the Lender arising under the
terms of this Guaranty Agreement. The rights granted by this
paragraph shall be in addition to the rights of the Lender
under any statutory banker's lien or common law right of
offset.
J. Until the obligations of the Debtor have been paid in full,
the undersigned specifically waives all rights of subrogation
to the rights of the Lender, any claim to any security or its
value to which the Lender has recourse, and all rights of
reimbursement or contribution from other parties, whether
principals or sureties, accommodation parties or guarantors.
K. The undersigned may, only by written notice given to and
received by Lender, withdraw only from liability for
additional indebtedness of Debtor accepted by or incurred to
Lender after the time of receipt of such notice by Lender.
The liability and other agreements of the undersigned shall
not be otherwise affected but shall continue until all
indebtedness, including loan commitments, existing at the time
of the receipt of such notice, and renewals or extensions of
indebtedness to which the undersigned consents, is fully paid.
After any such revocation, Lender may exercise any rights
granted in this Agreement without releasing the undersigned
from liability.
L. Notwithstanding the provisions of any note or obligation to
which this Guaranty Agreement applies, it is the intention o
the parties, and it is here provided, that a Guarantor shall
not be liable for interest charges in excess of the maximum
amount permitted under the law applicable to this Guaranty
Agreement.
M. The undersigned specifically waives any right to setoff under
12 O.S. Sec. 686, 150.S sec. 341, or any like statutes.
N. The undersigned waive, as of the date of this Guaranty
Agreement, any claim, as that term is defined in the Federal
Bankruptcy Code, which the undersigned might have or acquire
against the Debtor arising from the existence or performance
of the undersigned's obligations under this Guaranty
Agreement, and to that extent that the undersigned is not a
creditor of the Debtor. In addition to the waiver of the
status of creditor, it is agreed that the indebtedness
guaranteed under this Guaranty Agreement excludes all portions
of the indebtedness paid by the Debtor during the period of
time within one year prior to the filing of any bankruptcy,
reorganization or insolvency proceedings by or against the
Debtor. If any payment made by the Debtor to the Lender is
determined to be avoidable under applicable state law or the
Federal Bankruptcy Code, to that extent, if demanded by the
Lender, this Guaranty Agreement is deemed to be reinstated to
include the amount within the indebtedness under this Guaranty
Agreement.
O. The undersigned, by signing below, acknowledge having read
this Guaranty Agreement, having reviewed it to the extent
desired with their legal counsel, and receiving a copy of it
and also receiving an explanation of any questions. The
undersigned also have read any cosigner notice provided by
Lender. The undersigned understand that the undersigned may
have to pay any indebtedness or obligation covered by this
Guaranty Agreement in the event the Debtor fails or refuses to
do so. The undersigned also represent that they are aware of
the financial condition of Debtor and acknowledge a
responsibility to maintain a close watch on that financial
condition as long as this Guaranty Agreement is outstanding
and that they are not relying on the Lender to provide
information on the Debtor's financial condition, now or in the
future.
P. This Guaranty and the obligations evidenced in it are to be
construed and governed by the laws of the state indicated in
the address of Lender shown above.
Q. This Guaranty Agreement constitutes the entire agreement
between the parties with respect to the obligations of the
undersigned and the rights of the Lender under this Guaranty
Agreement. This Guaranty Agreement cannot be amended except
by an agreement in writing signed by both the undersigned and
the Lender. No condition as to the effectiveness or
enforcement of this Guaranty Agreement exists except as stated
in this Guaranty Agreement. Regardless of any other provision
of this Guaranty Agreement to the contrary, and unless
otherwise specifically released or modified by this Guaranty
Agreement, all other obligations of the undersigned to Lender
evidenced by a note, loan agreement, guaranty or any other
written agreement remain in force and effect.
WITNESSES SIGNATURES:
Signed and sworn to before me on
By
Notary Public
My commission expires:
GUARANTOR SIGNATURES:
Jack E. Golsen
