UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2013

 

 

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-7677		73-1015226
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

16 South Pennsylvania Avenue, Oklahoma City, Oklahoma		73107
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement

On April 29, 2013, El Dorado Chemical Company (“EDCC”), a wholly-owned subsidiary of LSB Industries, Inc. (the “Company”), and Orica International PTE LTD. (“Orica”) entered into an amendment to their Ammonium Nitrate Supply Agreement, dated effective January 1, 2010, as previously amended (the “Supply Agreement”). The Amendment updates and corrects the specification of Ammonium Nitrate Solution to be manufactured by EDCC. The amendment also modifies the required notice of termination from two years to one year, with the effective termination date in such notice to be no sooner than April 9, 2015.

 

Item 9.01

Financial Statements and Exhibits (d) Exhibits.

99.1     Third Amendment to AN Supply Agreement, dated effective April 9, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 1, 2013

 

Exhibit 99.1

THIRD AMENDMENT TO AN SUPPLY AGREEMENT

This Third Amendment to AN Supply Agreement dated January 1, 2010 (“Third Amendment”) is entered into by and between Orica International Pte Ltd. (“Orica”) and El Dorado Chemical Company (“EDC”), with an effective date of April 9, 2013 (“Effective Date”) in reference to the following:

 

A.

Orica and EDC entered into that certain AN Supply Agreement made effective as of January 1, 2010, as amended by the First Amendment to the Agreement, made effective March 1, 2010, and as further amended by the Second Amendment to the Agreement dated August 16, 2012 (the “Agreement”). Capitalized terms that are not otherwise defined herein shall have the meaning given such terms in the Agreement;

 

B.	EDC and Orica have determined to change the termination notice provisions of the Agreement; and

 

C.	EDC and Orica have also determined to change the specification of AN Solution.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Preamble. The preamble is hereby incorporated into this Third Amendment and into the Agreement by reference.

2. Termination. Section 2.1 of the Agreement is hereby deleted and is replaced by the following:

“2.1 This Agreement shall become effective as of January 1, 2010 and, unless earlier terminated in accordance with the provisions hereof, shall continue for an initial term (“Initial Term”) ending on April 9, 2015. Thereafter the term of this Agreement shall be automatically extended (as so extended, the “Term”) until either party delivers a written notice of termination to the other; provided that, except as provided in Section 16 hereof, the effective date of termination in said notice shall never be earlier than April 9, 2015 and such notice shall be given at least 1 year prior to the effective date of termination. For example only, if Orica or EDC gives the other notice of termination on July 15, 2014, the effective date of termination would be July 15, 2015.”

3. Second Amendment Termination. Nothing in this Third Amendment modifies or affects the right of EDC to terminate the Second Amendment to AN Supply Agreement as provided in such Second Amendment.

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4. Specification of Ammonium Nitrate Solution. The Product Specification for AN Solution set forth in Schedule “B” is deleted and is replaced by the following:

 

Parameter		Specification
AN Concentration (wt%)		83.5 to 85.0%
pH Range(1)		5.0 to 6.0
Loading Temperature		240 degrees Fahrenheit maximum
Appearance		Clear to light yellow, free from foreign material

⁽¹⁾pH is measured by diluting 50% solution with 50% distilled water.

5. Acknowledgement of Continuation of Guaranty. The Guaranty Agreement between EDC and Orica USA Inc., a Delaware Corporation, dated as of January 1, 2010, remains in full force and effect.

6. No Other Changes. Except as provided in this Third Amendment, all other terms of the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties have executed this Third Amendment effective as of the date first written above.

 

 

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