Stock Purchase Agreement - LSB Holdings Inc. and ClimaChem Inc.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of
the 23rd day of April, 1999, by and between LSB Holdings, Inc.
("LSB") and ClimaChem, Inc. ("CCI").
WHEREAS, MultiClima Holdings, Inc. ("MultiClima Holdings") is
a wholly-owned subsidiary of LSB; and
WHEREAS, MultiClima Holdings owns, by assignment, that (i)
certain stock option agreement dated as of June 15, 1994, by and
between Dr. Hauri AG, a corporation formed under the laws of
Switzerland, and MultiClima Holdings, whereby MultiClima Holdings
may purchase up to one hundred percent (100%) of the issued and
outstanding common stock of Compagnie Financiere du Tararois
("CFT"), an SARL formed under the laws of France, and (ii) all
loans and advances, and security and collateral for such loans and
advances, relating to Dr. Hauri AG, CFT, and Beutot S.A. (now known
as Muti Clima, S.A.), a corporation formed under the laws of
France; and
WHEREAS, CCI desires to purchase all the issued and
outstanding stock of MultiClima Holdings; and
WHEREAS, LSB desires to sell all of the issued and outstanding
stock of MultiClima Holdings 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 MultiClima Holdings (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 shall pay LSB Two Million
Five Hundred Fifty-Eight Thousand, Three Hundred Three and No/100
Dollars ($2,558,303.00).
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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.
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:____________________________