Stock Purchase Agreement - LSB Holdings Inc. and ClimaChem Inc.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of the 9th day
of February, 1999, by and between LSB Holdings, Inc. ("LSB") and ClimaChem, Inc.
("CCI").
WHEREAS, ThermalClime, Inc. ("TCI") is a wholly-owned subsidiary of LSB;
WHEREAS, CCI desires to purchase all the issued and outstanding stock of
TCI; and
WHEREAS, LSB desires to sell all of the issued and outstanding stock of TCI
to CCI.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, LSB and CCI agree as follows:
1. STOCK PURCHASE. Pursuant to the terms and conditions contained
herein, LSB hereby agrees to sell to CCI and CCI agrees to purchase from LSB all
issued and outstanding shares of the stock of TCI (the "Shares").
2. DELIVERY OF SHARES. LSB shall deliver to CCI the certificate(s)
evidencing the Shares, together with assignments separate from the
certificate(s) endorsed in favor of CCI or its designee.
3. PURCHASE PRICE. After delivery to CCI of the certificate(s)
evidencing the Shares, CCI agrees to pay LSB Three Million One Hundred Twelve
Thousand, Eight Hundred One and No/100 Dollars ($3,112,801.00).
4. MISCELLANEOUS.
4.1 FULL AGREEMENT. This Agreement embodies all representations,
warranties and agreements of the parties and supersedes all negotiations
and agreements prior to the execution of this Agreement. This Agreement
may not be altered or modified except by an instrument in writing signed by
the parties.
4.2 BENEFITS. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.
4.3 GOVERNING LAW. This Agreement shall be governed by and
constructed in accordance with the laws of the State of Oklahoma.
4.4 SECTION HEADINGS. The section headings contained in this
Agreement are for convenience and reference only and shall not in any way
affect the meaning or interpretation of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
LSB HOLDINGS, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CLIMACHEM, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
2