FORM 10-K
                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

(Mark One)

 /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

          For the fiscal year ended:  December 31, 1995

                                    or

 / /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

          For the transition period from __________ to __________

                      Commission File Number:  1-7677

                        LSB INDUSTRIES, INC.               
          (Exact Name of Registrant as Specified in its Charter)

        Delaware                                 73-1015226   
 ------------------------                     -------------------
 (State of Incorporation)                      (I.R.S. 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
                              --------------
Securities Registered Pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange
       Title of Each Class                  On Which Registered   
- ------------------------------            -----------------------
Common Stock, Par Value $.10              New York Stock Exchange
$3.25 Convertible Exchangeable            
  Class C Preferred Stock, Series 2       New York Stock Exchange
Preferred Share Purchase Rights           New York Stock Exchange

                         (Facing Sheet Continued)

Securities Registered Pursuant to Section 12(g) of the Act:
$3.25 Convertible Exchangeable Class C Preferred Stock, Series 2.


     Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for the shorter period that the Registrant has had
to file the reports), and (2) has been subject to the filing requirements for
the past 90 days.  YES   X    NO _____.

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __________.

     As of February 29, 1996, the aggregate market value of the 8,769,203
shares of voting stock of the Registrant held by non-affiliates of the Company
equaled approximately $33,980,662 based on the closing sales price for the
Company's common stock as reported for that date.  That amount does not
include (1) the 1,566 shares of Convertible Non-Cumulative Preferred Stock
(the "Non-Cumulative Preferred Stock") held by non-affiliates of the Company,
(2) the 20,000 shares of Series B 12% Convertible, Cumulative Preferred Stock
(the "Series B Preferred Stock"), and (3) the 915,000 shares of $3.25
Convertible Exchangeable Class C Preferred Stock, Series 2, excluding 5,000
shares held in treasury (the "Series 2 Preferred Stock").  An active trading
market does not exist for the shares of Non-Cumulative Preferred Stock or the
Series B Preferred Stock.  The shares of Series 2 Preferred Stock do not have
voting rights except under limited circumstances. 

     As of February 29, 1996, the Registrant had 12,911,447 shares of common
stock outstanding (excluding 1,845,969 shares of common stock held as treasury
stock).

                     FORM 10-K OF LSB INDUSTRIES, INC.

                             TABLE OF CONTENTS

                                  PART I
                                                            Page

Item  1.  Business

               General                                                   1 
               Business Strategy                                         1 
               Segment Information and Foreign                             
                 and Domestic Operations and Export Sales                1 
               Chemical Business                                         1 
               Environmental Control Business                            4 
               Automotive Products Business                              7 
               Industrial Products Business                              8 
               Employees                                                 9 
               Research and Development                                  9 
               Environmental Compliance                                  9 

Item 2.   Properties

               Chemical Business                                        11 
               Environmental Control Business                           12 
               Automotive Products Business                             13 
               Industrial Products Business                             13 

Item 3.   Legal Proceedings                                             13 

Item 4.   Submission of Matters to a Vote of
            Security Holders                                            14 

Item 4A.  Executive Officers of the Company                             14 


                                  PART II


Item 5.   Market for Company's Common Equity
             and Related Stockholder Matters

               Market Information                                       15 
               Stockholders                                             15 
               Dividends                                                15 

Item 6.   Selected Financial Data                                       18 

Item 7.   Management's Discussion and Analysis
            of Financial Condition and Results of Operations

               Overview                                                 20 
               Results of Operations                                    23 
               Liquidity and Capital Resources                          26 
     
Item 8.   Financial Statements and Supplementary Data                   31 

Item 9.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure                      31 




                                 PART III

          Incorporated by reference from the Company's proxy statement.


                                  PART IV


Item 14.  Exhibits, Financial Statement Schedules 
            and Reports on Form 8-K                                     31 



                                  PART I
Item 1.   BUSINESS

General
- -------     
     LSB Industries, Inc. (the "Company") was formed in 1968 as an Oklahoma
corporation, and in 1977 became a Delaware corporation.  The Company is a
diversified holding company which is engaged, through its subsidiaries, in (i)
the manufacture and sale of chemical products for the explosives, agricultural
and industrial acids markets (the "Chemical Business"), (ii) the manufacture
and sale of a broad range of air handling and heat pump products for use in
commercial and residential air conditioning systems (the "Environmental
Control Business"), and (iii) the manufacture or purchase and sale of certain
automotive and industrial products, including automotive bearings and other
automotive replacement parts (the "Automotive Products Business") and the
manufacture, purchase and sale of machine tools (the "Industrial Products
Business").  

Business Strategy
- -----------------
     The Company is pursuing a strategy of focusing on its more profitable
businesses and concentrating on businesses and product lines in niche markets
where the Company can establish a position as a market leader.  In addition,
the Company is seeking to further build value for its stockholders through
realization of the value of selected assets reflected on its balance sheet. 
In this connection, the Company is considering alternatives with respect to
the Automotive Business, including its possible disposition.  Any disposition
of the Automotive Business is, however, subject, among other things, to the
Company obtaining an acceptable price.  In addition, the Company intends to
reduce the Industrial Products Business by liquidating its inventory in the
ordinary course of business to a size where the Company's investment in this
business is not significant, and thereafter, limiting this business to the
purchase and sale of a limited number of lines of machine tools which the
Company believes are profitable.  For 1995, approximately 82% of the Company's
consolidated sales were attributable to its businesses other than the
Automotive Products Business and the Industrial Products Business.  The
Automotive Products and the Industrial Products Businesses incurred a combined
operating loss of approximately $4.9 million compared to the Company's
consolidated operating profit of approximately $13.1 million after deducting
the $4.9 million operating loss.

Segment Information and Foreign and Domestic Operations and Export Sales
- ------------------------------------------------------------------------
     Schedules of the amounts of sales, operating profit and loss, and
identifiable assets attributable to each of the Company's lines of business
and of the amount of export sales of the Company in the aggregate and by major
geographic area for each of the Company's last three fiscal years appear in
Note 15 of the Notes to Consolidated Financial Statements included elsewhere
in this report.

     A discussion of any risks attendant as a result of a foreign operation
or the importing of products from foreign countries appears below in the
discussion of each of the Company's business segments.

Chemical Business
- -----------------
     General:
     -------
     The Chemical Business manufactures and sells the following types of
chemical products to the mining, agricultural and other industries:  sulfuric
acid, concentrated nitric acid, prilled ammonium nitrate fertilizer and
ammonium nitrate-based blasting products.  In addition, the Chemical Business

markets emulsions that it purchases from others for resale to the mining
industry. 

      The Chemical Business' principal manufacturing facility is located in
El Dorado, Arkansas ("El Dorado Facility") and it's other manufacturing
facilities are located in Hallowell, Kansas, and in Australia. The Chemical
Business has placed into operation a blending facility in Wilmington, North
Carolina to allow the Company to produce a mixed acid product for sale.  This
facility became operational during the fourth quarter of 1995.

     For 1995, approximately 27% of the sales of the Chemical Business
consisted of sales of fertilizer and related chemical products for
agricultural purposes, which represented approximately 14% of the Company's
1995 consolidated sales, and 57% consisted of sales of ammonium nitrate and
other chemical-based blasting products for the mining industry, which
represented approximately 30% of the Company's 1995 consolidated sales.  The
Chemical Business accounted for approximately 51% and 54% of the Company's
1995 and 1994 consolidated sales, respectively.

     Seasonality:
     -----------
     The Company believes that the only seasonal products of the Chemical
Business are fertilizer and related chemical products sold to the agricultural
industry.  The selling seasons for those products generally occur during the
spring and fall planting seasons, i.e., from February through May and from
September through November, which causes the Company to increase its inventory 
prior to the beginning of each season.  In addition, sales to the agricultural
markets depend upon weather conditions and other circumstances beyond the
control of the Company.

     Raw Materials:
     -------------
     Ammonia represents an essential component in the production of most of
the products of the Chemical Business, and the selling price of those products
generally fluctuates with the price of ammonia.  The Company has a contract
with a supplier of ammonia pursuant to which the supplier has agreed to supply
the ammonia requirements of the Chemical Business on terms the Company
considers favorable.  

     Substantial world-wide per ton price increases for ammonia were incurred
during 1994 and 1995 by most, if not all, users of ammonia that are not also
manufacturers of ammonia.  During 1994 and 1995, the Company's Chemical
Business was not able to recover all of these cost increases by way of price
increases on its products due to market conditions.  As a result, such
inability to increase prices for the Chemical Business' products had a
negative impact on the Company's 1994 and 1995 earnings.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for
a discussion of such negative impact.  Beginning in the latter part of 1994
and throughout 1995, the Company's Chemical Business has been able to increase
its sales prices to cover a substantial portion of the price increases
relating to the cost of ammonia that were incurred.  However, the Company is
not able to predict, at this time, what the effect of continuing ammonia price
increases during 1996, if any, will have on the Company and the Company's
earnings.  

     The Company believes that it could obtain ammonia from other sources in
the event of a termination of the above referenced contract, but such may not
be obtainable on as favorable terms as presently available to the Chemical
Business under its present agreement.  

     Marketing and Distribution:
     --------------------------
     The Chemical Business sells and markets its products to wholesalers and
directly through its own sales force using 34 distribution centers.  See
"Properties".  The Chemical Business sells low density prilled ammonium
nitrate-based explosives primarily to the surface coal mining industry through
eight (8) Company-owned distribution centers, most of which are located in
close proximity to the customers' surface mines in the coal producing states
of Kentucky, Indiana, and Missouri, and through four (4) company-owned 
distribution centers in Australia and one (1) location in New Zealand located
in the proximity of the mines.  In addition, sales of explosives are made on a
wholesale basis to independent wholesalers and other explosives companies.  

     The Chemical Business sells high density prilled ammonium nitrate for
use in agricultural markets in geographical areas within a freight-logical
distance from its El Dorado, Arkansas, manufacturing plant, primarily Texas,
Oklahoma, Arkansas and Louisiana.  The products are sold through 21
distribution centers, with 15 centers located in Northern and Eastern Texas,
one center located in Oklahoma, two centers located in Missouri and three
centers located in Tennessee.  The Chemical Business also sells its
agricultural products directly to wholesale customers.  

     The Chemical Business sells its industrial acids, consisting primarily
of high grade concentrated nitric acid and sulfuric acid, primarily to the
food, paper, chemical and electronics industries.  Concentrated nitric acid is
a special grade of nitric acid used in the manufacture of pharmaceutical,
explosives, and other chemical products. 

     Customers:
     ---------
     The Chemical Business does not depend on any single customer or a few
customers.  However, the Company does have a multi-year contract expiring in
December,  1998, to supply a customer with nitric acid from ammonia provided
by such customer.  The loss of that contract could have a material adverse
effect on the Chemical Business.

     Patents:
     -------
     The Company believes that the Chemical Business does not depend upon any
patent or license; however, the Chemical Business does own certain patents
that it considers important in connection with the manufacture of certain
blasting agents and high explosives.  These patents expire through 1997. 

     Regulatory Matters:
     ------------------     
     Each of the Chemical Business' domestic blasting product distribution
centers are licensed by the Bureau of Alcohol, Tobacco and Firearms in order
to manufacture and distribute blasting products and is subject to comparable
requirements in its Australian operations.  The Chemical Business also must
comply with substantial governmental regulations dealing with environmental
matters.  See "Business - Environmental Compliance" for a discussion as to an
environmental issue regarding the Company's El Dorado, Arkansas, manufacturing
facility. 

     Competition:
     -----------
     The Chemical Business competes with other chemical companies, in its
markets, many of whom have greater financial resources than the Company.  The
Company believes that the Chemical Business is competitive as to price,
service, warranty and product performance.  The Company believes that the
Chemical Business' contract with its supplier of ammonia, which the Company
believes allows the Chemical Business to purchase ammonia at a favorable price

compared to the world market price of ammonia, allows the Chemical Business
the ability to favorably compete with its competitors as to price.  The
Company believes that the Chemical Business is a leader in the Texas ammonium
nitrate market and one of the leading producers of concentrated nitric acid in
the United States for third party sales.

     Recent Development:
     ------------------
     The Chemical Business has entered into detailed negotiations with Bayer
Corporation ("Bayer") for the Chemical Business to build, own and operate a
nitric acid plant located on property owned by Bayer to supply nitric acid on
a long-term basis to a complex that Bayer is to construct in Baytown, Texas. 
The transaction with Bayer is subject to finalization of a definitive
agreement.  If the definitive agreement is finalized, the Company expects that
the plant can be constructed and become operational within 24-30 months from
the completion of such definitive agreement.  See "Management's Discussion and
Analysis of Financial Condition and Result of Operations".

Environmental Control Business
- ------------------------------
     General:
     -------
     The Company's Environmental Control Business manufactures and sells a
broad range of fan coil, air handling, air conditioning, heating, water source
heat pump, geothermal water source heat pump and dehumidification products
targeted to both commercial and residential new building construction and
renovation, as well as industrial applications.  The fan coil products consist
of in-room terminal air distribution equipment utilizing air forced over a fin
tube heat exchanger which, when connected to centralized equipment
manufactured by other companies, creates a centralized air conditioning and
heating system that permits individual room temperature control.  The heat
pump products manufactured by the Environmental Control Business consist of
heat-recovery, water-to-air heat pumps that include a self-contained
refrigeration circuit and blower, which allow the unit to heat or cool the
space it serves when supplied with recirculating water at mild temperatures. 
The Environmental Control Business accounted for approximately 31% and 29% of
the Company's 1995 and 1994 consolidated sales, respectively.  

     Production and Backlog:
     ----------------------
     Most of the Environmental Control Business' production of the above-
described products occurs on a specific order basis.  The Company manufactures
the units in many sizes, as required by the purchaser, to fit the space and
capacity requirements of hotels, motels, schools, hospitals, apartment
buildings, office buildings and other commercial or residential structures. 
As of December 31, 1995, the backlog of confirmed orders for the Environmental
Control Business was approximately $12.1 million, as compared to approximately
$24.2 million as of December 31, 1994.  This decrease in backlog of confirmed
orders took place because (a) at December 31, 1994, the back log contained one
unusually large order for approximately $5.0 million which was shipped during
the first half of 1995, and (b) because of efficiencies realized in the
manufacturing processes of the Environmental Control Business resulting in
lead times being reduced from ten (10) weeks in 1994 to seven (7) weeks in
1995.  A customer generally has the right to cancel an order prior to the
order being released to production.  Past experience indicates that customers
generally do not cancel orders after the Company receives them.  As of
December 31, 1995, the Company had released approximately $9.8 million of
backlog orders in the Environmental Control Business to production, all of
which are expected to be filled by December 31, 1996.

     Distribution:
     ------------
     The Environmental Control Business sells its products to mechanical
contractors, original equipment manufacturers and distributors.  The Company's
sales to mechanical contractors primarily occur through independent
manufacturer's representatives, who also represent complimentary product lines
not manufactured by the Company.  The Environmental Control Business' sales to
residential mechanical contractors are through distributors or sold directly
by the Environmental Control Business to the contractors.  Original equipment
manufacturers generally consist of other air conditioning and heating
equipment manufacturers who resell under their own brand name the products
purchased from the Environmental Control Business as a separate item in
competition with the Company or as part of a package with other air
conditioning-heating equipment products to form a total air conditioning
system which they then sell to mechanical contractors or end-users for
commercial application.  Sales to original equipment manufacturers accounted
for approximately 31% of the sales of the Environmental Control Business in
1995 and approximately 10% of the Company's 1995 consolidated sales.

     Market:
     ------
     The Environmental Control Business depends primarily on the commercial
construction industry, including new construction and the remodeling and
renovation of older buildings.  In recent years this Business has introduced
products designed for residential markets. 

     Raw Materials:
     -------------
     Numerous domestic and foreign sources exist for the materials used by
the Environmental Control Business, which materials include aluminum, copper,
steel, electric motors and compressors.  The Company does not expect to have
any difficulties in obtaining any necessary materials for the Environmental
Control Business.

     Competition:
     -----------
     The Environmental Control Business competes with approximately eight
companies, several of whom are also customers of the Company.  Some of the
competitors have greater financial resources than the Company.  The Company
believes that the Environmental Control Business manufactures a broader line
of fan coil and water source heat pump products than any other manufacturer in
the United States, and, that it is competitive as to price, service, warranty
and product performance.

     Joint Ventures and Options to Purchase:
     --------------------------------------
          In January, 1994, an entity (the "Entity"), through a limited
partnership formed by the Entity, obtained a $17.9 million contract
("Contract") to replace air conditioning equipment and other energy savings
devices in residential housing located at a federal governmental facility (the
"Project").  The Environmental Control Business received a purchase order from
the partnership to provide the air conditioning equipment for the Project
under the energy savings contract.  The amount of such purchase order was
approximately $5 million. Substantially all of the products ordered pursuant
to the purchase order were delivered by the Environmental Control Business to
the partnership in 1995. After the partnership received the contract from the
government and after the partnership issued the purchase order to the
Environmental Control Business, the partnership borrowed approximately $14
million from an unaffiliated lender and a subsidiary of the Company invested
approximately $2.8 million as equity in the limited partnership that obtained
the contract for the Project.  As a result, the Company's subsidiary is a
limited partner in the limited partnership owning 50% of the limited

partnership. The partnership's revenue under this Contract is based on an
average of 77% of all energy and maintenance savings during the twenty (20)
year term of the Contract.  The Company did not guarantee the repayment to the
lender, however, the Company's subsidiary pledged its investment in the joint
venture, on a non-recourse basis, to the lender to secure the loan. The
Company also agreed to indemnify the bonding company that provided the $17.9
million performance bond which the partnership had to provide under the terms
of the Contract.

     The Company has obtained a stock option to acquire 80% of the issued and
outstanding stock of the Entity (the "Option").  For the Option, the Company
has paid $900,000 as of the date of this report and has agreed to pay an
additional $100,000 on or before May 31, 1996.  The term of the Option is
originally for a period of one year, but the Company may extend such for three
(3) additional years until 1999 upon payment of $100,000 for each year the
Company desires to extend such option.  If the Company decides to exercise the
option, the Company has agreed to pay an exercise price of $4 million, less
the amount already paid toward the Option ("Option Price") and less any other
amounts paid by the Company for the Option ("Prepayments"), with a portion of
the unpaid exercise price being payable in cash and the balance over a certain
period of time.  The grantors of the Option have entered into an employment
agreement with the Entity.  Under the terms of the employment agreements, each
of the three guarantors will receive, among other things, 12 1/2% of the net
profits of the Entity for a period of three to five years following the date
of exercise.  If the Company decides not to exercise the Option, the grantors
of the Option have agreed to repay to the Company the amounts paid by the
Company in connection with the Option (less $100,000), which obligation is
secured by the stock of the Entity and other affiliates of the Entity.  If the
Company decides not to exercise the Option, there is no assurance that the
grantors of the Option will have funds necessary to repay to the Company the
amount paid for the Option.  The grantors of the option may, under certain
conditions, require the Company to accelerate its decision as to when it
exercises the option.  See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".  For 1995 the unaudited revenues of the
Entity were approximately $2.7 million with a net loss of approximately $.5
million.

     During 1994, a subsidiary of the Company obtained an option to acquire
all of the stock of a French manufacturer of air conditioning and heating
equipment.  The Company's subsidiary was granted the option as a result of the
subsidiary loaning to the parent company of the French manufacturer
approximately U.S. $2.1 million.  Subsequent to the loan of U.S. $2.1 million,
the Company's subsidiary has loaned to the parent of the French manufacturer
an additional U.S $.8 million.  The amount loaned is secured by the stock and
assets of the French manufacturer.  The Company's subsidiary may exercise its
option to acquire the French manufacturer by converting approximately $150,000
of the amount loaned into equity.  The option is currently exercisable and
will expire June 15, 1999. As of the date of this report, the Company has not
decided whether it will exercise the option.

     For 1995 and 1994, the French manufacturer had revenues of U.S. $15.9
million and U.S. $10.9 million, respectively, with adjusted net losses of U.S.
$.9 million and U.S. $1.4 million in 1995 and 1994, respectively.  As a result
of these losses by the French manufacturer in 1994 and 1995, the Company has
taken certain write-offs against the amount of the loans aggregating
approximately $1.5 million.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

Automotive Products Business
- ----------------------------
     General:
     -------
     The Automotive Products Business is primarily engaged in the manufacture
and sale of a line of anti-friction bearings, which includes straight-thrust
and radial-thrust ball bearings, angular contact ball bearings, and certain
other automotive replacement parts.  These products are used in automobiles,
trucks, trailers, tractors, farm and industrial machinery, and other
equipment.  The Automotive Products Business accounted for approximately 12%
and 13% of the Company's 1995 and 1994 sales, respectively.  In 1995, the
Automotive Products Business manufactured approximately 37% of the products it
sold and approximately 47% in 1994, and purchased the balance of its products
from other sources, including foreign sources. 

     Distribution and Market:
     -----------------------
     The automotive, truck and agricultural equipment replacement markets
serve as the principal markets for the Automotive Products Business.  This
business sells its products domestically and for export, principally through
independent manufacturers' representatives who also sell other automotive
products.  Those manufacturers' representatives sell to retailers (including
major chain stores), wholesalers, distributors and jobbers.  The Automotive
Products Business also sells its products directly to original equipment
manufacturers and certain major chain stores.

     Inventory:
     ---------
     The Company generally produces or purchases the products sold by the
Automotive Products Business in quantities based on a general sales forecast,
rather than on specific orders from customers.  The Company fills most orders
for the automotive replacement market from inventory.  The Company generally
produces or purchases bearings for original equipment manufacturers after
receiving an order from the manufacturer.

     In connection with a contract entered into in 1992 with a foreign
customer ("Buyer") to supply the Buyer with equipment, technology and
technical services to manufacture certain types of automotive bearing
products, a subsidiary of the Company agreed to buy from the Buyer
approximately $6 million of bearing products over each of the next five (5)
years, at predetermined prices, not in excess of market prices, subject to the
Buyer's ability to deliver products meeting quality standards.  In January,
1996, the Company's subsidiary and the Buyer entered into letter agreements
that provided that the Company's subsidiary would not be required by past or
present agreements to purchase quantities of bearings each year in excess of
bearings that it can sell in the ordinary course of business.

     Raw Materials:
     -------------
     The principal materials that the Automotive Products Business needs to
produce its products consist of high alloy steel tubing, steel bars, flat
strip coil steel and bearing components produced to specifications.  The
Company acquires those materials from a variety of domestic and foreign
suppliers at competitive prices.  The Company does not anticipate having any
difficulty in obtaining those materials in the near future.
     
     Foreign Risk:
     ------------
     By purchasing a significant portion of the bearings and other automotive
replacement parts that it sells from foreign manufacturers, the Automotive
Products Business must bear certain import duties and international economic
risks, such as currency fluctuations and exchange controls, and other risks

from political upheavals and changes in United States or other countries'
trade policies.  Most of the current contracts for the purchase of foreign-
made bearings and other automotive replacement parts provide for payment in
United States dollars.  Circumstances beyond the control of the Company could
eliminate or seriously curtail the supply of bearings or other automotive
replacement parts from any one or all of the foreign countries involved.

     Competition:
     -----------
     The Automotive Products Business engages in a highly competitive
business.  Competitors include other domestic and foreign bearing
manufacturers, which sell in the original equipment and replacement markets. 
Many of those manufacturers have greater financial resources than the Company.

Industrial Products Business
- ----------------------------
     General:
     -------
     The Industrial Products Business manufactures, purchases and markets a
proprietary line of machine tools.  The current line of machine tools
distributed by the Industrial Products Business includes milling, drilling,
turning, fabricating and grinding machines.  The Industrial Products Business
purchases most of the machine tools marketed by it from foreign companies,
which manufacture the machine tools to the Company's specifications.  This
Business manufactures CNC bed mills and electrical control panels for machine
tools.  The Industrial Products Business accounted for approximately 5% of the
Company's consolidated sales in 1995.

     Distribution and Market:
     -----------------------
     The Industrial Products Business distributes its machine tools in the
United States, Mexico, Canada and certain other foreign markets and
distributes its industrial supplies principally in Oklahoma.  The Industrial
Products Business sells and distributes its products through its own sales
personnel, who call directly on end users.  The Industrial Products Business
also sells its machine tools through independent machine tool dealers
throughout the United States and Canada, who purchase the machine tools for
resale to end users.  The principal markets for machine tools, other than
independent machine tool dealers, consist of manufacturing and metal working
companies, maintenance facilities, utilities and schools.

     Foreign Risk:
     ------------
     By purchasing a majority of the machine tools from foreign
manufacturers, the Industrial Products Business must bear certain import
duties and international economic risks, such as currency fluctuations and
exchange controls, and other risks from political upheavals and changes in
United States or other countries' trade policies.  Most of the current
contracts for the purchase of foreign-made machine tools provide for payment
in United States dollars.  Circumstances beyond the control of the Company
could eliminate or seriously curtail the supply of machine tools from any one
or all of the foreign countries involved.

     Competition:
     -----------
     The Industrial Products Business competes with manufacturers and other
distributors of machine tools many of whom have greater financial resources
than the Company.  The Company's machine tool business generally is
competitive as to price, warranty and service, and maintains personnel to
install and service machine tools.

Employees
- ---------
     As of December 31, 1995, the Company employed 1,420 persons.  As of that
date, (a) the Chemical Business employed 442 persons, with 118 represented by
unions under agreements expiring in August, 1998,(b) the Environmental Control
Business employed 575 persons, none of whom are represented by a union, and
(c) the Automotive Products Business employed 243 persons, with 16 represented
by unions under an agreement that expired in August, 1990.   

Research and Development
- ------------------------
     The Company incurred approximately $ 501,000 in 1995, $606,000 in 1994,
and $788,000 in 1993 on research and development relating to the development
of new products or the improvement of existing products.  All expenditures for
research and development related to the development of new products and
improvements are sponsored by the Company. 

Environmental Compliance
- ------------------------
     The Chemical Business and its operations are subject to extensive
federal, state and local environmental laws, rules, regulations and ordinances
relating to pollution, the protection of the environment or the release or
disposal of materials ("Environmental Laws") and is also subject to other
federal, state and local laws regarding health and safety matters ("Health
Laws").  The operation of any chemical manufacturing plant and the
distribution of chemical products entail risks under the Environmental Laws
and Health Laws, many of which provide for substantial fines and criminal
sanctions for violations, and there can be no assurance that material costs or
liabilities will not be incurred.  In addition, the Environmental Laws and
Health Laws, and enforcement policies thereunder relating to the Chemical
Business could bring into question the handling, manufacture, use, emission or
disposal of substances of pollutants at the facilities of the Chemical
Business or the manufacture, use, or disposal or certain of its chemical
products.  Potentially significant expenditures could be required in order to
comply with the Environmental Laws and Health Laws.  The Company may be
required to make additional significant site or operational modifications,
potentially involving substantial expenditures and reduction or suspension of
certain operations.  See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources".  A
subsidiary of the Company in the Automotive Products Business has been
notified that it is a potentially responsible party as a result of having been
a generator of waste disposed of at a site in Oklahoma City, Oklahoma.  See
"Legal Proceedings".

     In 1993, the Chemical Business was advised that its El Dorado, Arkansas
facility (the "Site") had been placed in the Environmental Protection Agency's
("EPA") data-based tracking system (the "System").  The Company has been
orally advised that the EPA has cancelled the scheduled inspection for the
Site and the Site will be removed from the System; however, until the EPA
formally advises the Company in writing that the Site has been removed from
the System, there are no assurances that such will occur.  The System
maintains an inventory of sites in the United States where it is known or
suspected that a release of hazardous waste has occurred.  Notwithstanding
inclusion in the System, the EPA's regulations recognize that such does not
represent a determination of liability or a finding that any response action
will be necessary.  Over 12,000 sites in the United States are presently
listed in the System.  Being placed in the System will generally be the first
step in the EPA's determination as to whether a site will be placed on the
National Priorities List.  After the EPA completes its site inspection and
evaluates other information, the EPA will then assess the Site using the
Hazard Ranking System to ascertain whether the Site poses a sufficient risk to
human health or the environment to be proposed for the National Priorities

List.  If a site is placed in the System, the EPA regulations require that the
government or its agent perform a preliminary assessment of the site.  If the
preliminary assessment determines that there has been a release, or that there
is suspected to have occurred a release at the site of certain types of
contamination, the EPA will perform a site investigation.  Pursuant to such
regulations, the Arkansas Department of Pollution Control & Ecology ("ADPC&E),
on behalf of the EPA, performed such preliminary assessment.  The preliminary
assessment report prepared by the ADPC&E stated, in part, that a release of
certain types of contaminants is suspected to have occurred at the Site.  The
Company has been advised that there have occurred certain releases of
contaminants at the Site.  In addition, subsequent to the preliminary
assessment by the State of Arkansas, the ADPC&E conducted additional
inspections at the Site, which revealed certain instances of noncompliance
with applicable hazardous waste management activities at the Site.  In 1995,
the Company and the ADPC&E entered into a consent agreement to address (i)
closure of a solid waste landfill ("Landfill") at the Site, which had been
used for disposal of certain wastes (including sulphur waste), and (ii)
certain groundwater contamination and other issues at the Site.  This
agreement required the Chemical Business to undertake certain activities at
the Site, including closure of the Landfill, certain groundwater monitoring
and other action to reduce contaminants in the groundwater at the Site.  The
closure of the Landfill has been completed.  The Chemical Business has
submitted a Groundwater Monitoring Work Plan ("Plan") to the ADPC&E which the
ADPC&E has approved, and the Chemical Business is proceeding under the Plan. 
Monitoring data obtained by the Chemical Business has indicated certain
contaminants in the groundwater at the Site.  The Chemical Business has
installed additional monitoring wells at the Site to further test the
groundwater.  While the Company is, as of the date of this report, unable to
determine the ultimate cost of compliance with the agreement and monitoring,
testing and remediating any contaminants in the groundwater at the Site, in
1994 the Company included a provision for such environmental cost of $450,000
in its results of operations.  As of the date of this report, the Chemical
Business has incurred approximately $400,000 in closing the Landfill and
monitoring, testing and remediating the groundwater at the Site and performing
its obligations under the agreement with the ADPC&E.  See Note 12 to Notes to
Consolidated Financial Statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".  As part of the agreement with
the ADPC&E, the Chemical Business paid a $25,000 penalty, and it was agreed
that an additional penalty of $125,000 will be forgiven through expenditures
in excess of $125,000 that reduce the sulfates in the manufacturing processes
at the Site through an upgrade to a certain system.  The upgrade has been
installed at a cost in excess of $125,000, but there are no assurances that
the upgrade will achieve the sulfate reduction required to forgive the
additional penalty.

     In December, 1995, the Chemical Business and the ADPC&E entered into a
consent agreement to resolve certain issues raised by the ADPC&E relating to
start up of certain equipment at the Site and air emissions at the Site. 
Under this consent agreement, the Chemical Business agreed, among other
things, to take certain actions to: (i) implement a corrective measures plan
submitted to the ADPC&E in October, 1995; (ii) submit an application to the
ADPC&E to modify its air permit within a certain period which includes all
unpermitted sources of emissions, which application is subject to approval by
the ADPC&E; (iii) address the air emissions from its older concentrated nitric
acid concentrator at the Site; and, (iv) pending decision by the ADPC&E as to
the permit modification, the Chemical Business may continue to operate its
older concentrated nitric acid concentrator at the Site until July 1, 1996;
provided that the Chemical Business shall maintain a running total of certain
emissions from its concentrated nitric acid concentrators and shall
discontinue use of such older concentrated nitric acid concentrator before the
combined total of emissions reaches a certain level.  In addition, under the
terms of the agreement, the Chemical Business agreed to pay a $50,000 penalty,

except that the Chemical Business has received permission from the ADPC&E to
erect an air emission monitoring station in lieu of paying the $50,000.  In
February, 1996, the Chemical Business voluntarily temporarily removed from
operation at the Site one-half of the older concentrated nitric acid
concentrator, which nitric acid concentrator is scheduled to be removed from
operation on July 1, 1996, and has voluntarily taken certain other actions to
reduce air emissions at the Site.  The Chemical Business has instituted an
opacity reduction program, and is investigating, as of the date of this
report, additional opacity reduction activities and the feasibility of
installing additional pollution control equipment to further reduce opacity at
the Site.  The Company believes that the cost will not exceed $3 million in
acquiring and installing the additional pollution control equipment to reduce
air emissions at the Site.  Failure to satisfactorily resolve the alleged
emission issues with the ADPC&E could have a material adverse effect on the
Company, including, but not limited to, the ADPC&E ordering the Chemical
Business to curtail certain production activities at the Site under certain
conditions.

     The Company has been advised that certain persons in the vicinity of the
Site have retained counsel to bring a toxic tort action against the Chemical
Business claiming that certain of their alleged health issues were caused by
air emissions from the Site.  To the knowledge of the Company, as of the date
of this report, no lawsuit or legal proceedings have been filed or instituted
in connection with this matter, and the Company is unaware of the exact nature
of these claims or the amount of damages that the claimants are alleging as a
result of such alleged injuries.  The Company and the Chemical Business
maintain an Environmental Impairment insurance policy ("EIL Insurance") that
provides coverage to the Company and the Chemical Business for certain
discharges, dispersal, releases, or escapes of certain contaminants and
pollutants into or upon land, the atmosphere or any water course or body of
water from the Site which has caused bodily injury, property damage or
contamination to others or to other property not on the Site.  The EIL
Insurance provides limits of liability for each loss up to $10 million and a
similar $10 million limit for all losses due to bodily injury or property
damage, except $5 million limits for each remediation expense and $5 million
for all remediation expenses, with the maximum limit of liability for all
claims under the EIL Insurance not to exceed $10 million for each loss or
remediation expense and $10 million for all losses and remediation expenses. 
The EIL Insurance also provides a retention of the first $500,000 per loss or
remediation expense that is to be paid by the Company.  The Company has given
notice to its insurance carrier of the above claims.  Although there are no
assurances, the Company believes that the EIL Insurance will provide coverage
for these claims up to the limits of the policy in excess of the $500,000
retention.  As of the date of this report, the Company is unaware whether such
claims will exceed the limits of the coverage of the EIL Insurance.  Although
there can be no assurances, the Company does not believe the outcome of this
matter will have a material adverse effect on the Company's financial position
or results of operation.  The statement contained in the penultimate sentence
of this paragraph is a forward looking statement that involves a number of
risks and uncertainties that could cause actual results to differ materially,
such as, among other factors, the following:  the EIL Insurance does not
provide coverage to the Company and the Chemical Business for any material
claims made by the claimants, the claimants alleged damages not covered by the
EIL Policy which a court may find the Company and/or the Chemical Business
liable for, such as punitive damages, or a court finds the Company and/or the
Chemical Business liable for damages to such claimants for a material amount
in excess of the limits of coverage of the EIL Insurance.


Item 2.  PROPERTIES
- -------------------
Chemical Business
- -----------------
     The Chemical Business primarily conducts manufacturing operations (i) on
150 acres of a 1400 acre tract of land located in El Dorado, Arkansas (the
"Site") and (ii) on 10 acres of land in a facility of approximately 60,000
square feet located in Hallowell, Kansas ("Kansas facility"). In addition, the
Chemical Business has two manufacturing facilities in Australia that produce
blasting related products.

     As of December 31, 1995, the manufacturing facility at the Site was
being utilized to the extent of approximately 90%, based on the continuous
operation of those facilities.  As of December 31, 1995, manufacturing
operations at the Kansas facility were being utilized to the extent of
approximately 80% based on two 8 hour shifts per day and a 5 day week.

     In addition, the Chemical Business distributes its products through 34
agricultural and blasting distribution centers.  The Chemical Business
currently operates 21 agricultural distribution centers, with 15 of the
centers located in Texas (12 of which the Company owns and 3 of which it
leases); 1 center located in Oklahoma which the Company owns; 2 centers
located in Missouri (1 of which the Company owns and 1 of which it leases);
and 3 centers located in Tennessee (all of which the Company owns).  The
Chemical Business currently operates 8 domestic explosives  distribution
centers located in Bonne Terre, Missouri (owned); Central City, Owensboro,
Combs, and Pilgrim, Kentucky (leased); Midland, Indiana (leased);  Carlsbad,
New Mexico (leased); and Pryor, Oklahoma (leased).  The Chemical Business also
has explosives distribution centers in Australia located at: Peak Downs;
Kalgoorlie; Karratha; and, Hunter Valley (all leased) and one located in New
Zealand.

     The Chemical Business operates its Kansas facility from buildings
located on an approximate four acre site on the perimeter of the JayHawk
Industrial site in southeastern Kansas, and a research and testing facility
comprising of a one square mile tract of land including buildings and
equipment thereon also located in southeastern Kansas which it owns.

     All facilities owned by the Chemical Business are subject to mortgages.

      During 1994 and 1995 the Chemical Business spent approximately $22.3
million to install an additional concentrated nitric acid concentrator ("new
concentrator") at its manufacturing plant facility at the Site.  The new
concentrator began limited operations in 1995 and is expected to become fully
operational by March 31, 1996.  As a result of such expansion and the present
utilization of the Chemical Business' manufacturing facilities, the Company
believes that it's present manufacturing facilities are suitable for it's
current operations.  

     The Company has constructed a facility in Wilmington, North Carolina to
allow the Company to blend a mixed acid product for sale.  This facility
became operational during the fourth quarter of 1995. 

Environmental Control Business
- ------------------------------
     The Environmental Control Business conducts its fan coil manufacturing
operations in two adjacent facilities located in Oklahoma City, Oklahoma,
consisting of approximately 265,000 square feet owned by the Company subject
to mortgage.  As of December 31, 1995, the Environmental Control Business was
using the productive capacity of the above-referenced facilities to the extent
of approximately 55%, based on two, eight-hour shifts per day and a five-day
week.

     The Environmental Control Business manufactures most of its heat pump
products in a leased 270,000 square foot facility in Oklahoma City, Oklahoma. 
The lease term began March 1, 1988 and expires June 30, 1996, with options to
renew for five additional five year periods, and currently provides for the
payment of rent in the amount of $52,389 per month.  The Company also has an
option to acquire the facility at any time in return for the assumption of the
then outstanding balance of the lessor's mortgage.  As of December 31, 1995,
the productive capacity of this manufacturing operation was being utilized to
the extent of approximately 60%, based on one eight-hour shift per day and a
five-day week.

     All of the properties utilized by the Environmental Control Business are
considered by Company management to be suitable and adequate to meet the
current needs of that business.

Automotive Products Business
- ----------------------------
     The Automotive Products Business conducts its operations in plant
facilities principally located in Oklahoma City, Oklahoma which are considered
by Company management to be suitable and adequate to meet its needs.  One of
the manufacturing facilities occupies a building owned by the Company, subject
to mortgages, totaling approximately 178,000 square feet.  The Automotive
Products Business also uses additional manufacturing facilities located in
Oklahoma City, Oklahoma, owned and leased by the Company totalling
approximately 102,000 square feet.  During 1995, the Automotive Products
Business under-utilized the productive capacity of its facilities.  

     In May 1995, New Alloy Co. was acquired as a wholly owned subsidiary of
the Automotive Products Business to manufacture and distribute U-joints and
related products.  The leased manufacturing facility for this operation is
located in Michigan City, Indiana.

     International Bearings, Inc. ("IBI"),  a subsidiary of the Company
operating as a separate entity within the Automotive Products Division,
operates from a Company owned warehouse of approximately 45,000 square feet
in an industrial park section of Memphis, Tennessee.

Industrial Products Business
- ----------------------------
     The Company owns several buildings, some of which are subject to
mortgages, totaling approximately 385,000 square feet located in Oklahoma
City, Oklahoma, Tulsa, Oklahoma, and Middletown, New York, which the
Industrial Products Business uses for showrooms, offices, warehouse and
manufacturing facilities.  The Company also owns real property located near or
adjacent to the above-referenced buildings, which the Industrial Products
Business uses for parking and storage.

     The Industrial Products Business also leases a facility from an entity
owned by the immediate family of the Company's President, which facility
occupies approximately seven acres in Oklahoma City, Oklahoma, with buildings
having approximately 44,000 square feet.  The Industrial Products Business
also leases an office in Europe to coordinate its European activities.

     All of the properties utilized by the Industrial Products Business are
considered by Company management to be suitable and adequate to meet the needs
of the Industrial Products Business.  

Item 3.  LEGAL PROCEEDINGS
- --------------------------
     In December 1987, the United States Environmental Protection Agency
("EPA") notified L&S Bearing Company ("L&S") of potential responsibility for
releases of hazardous substances at the Mosley Road Landfill in Oklahoma ("the

Mosley Site").  The recipients of such notification were:  a) generators of
industrial waste allegedly sent to the Mosley Site (including L&S), and b) the
current owner/operator of the Mosley Site, Waste Management of Oklahoma
("WMO") (collectively, "PRPs").  Between February 20, and August 24, 1976, the
Mosley Site was authorized to accept industrial hazardous waste.  During this
time, a number of industrial waste shipments allegedly were transported from
L&S to the Mosley Site.  In February 1990, EPA added the Mosley Site to the
National Priorities List.  WMO and the U.S. Air Force conducted the remedial
investigation ("RI") and feasibility study ("FS").  It is too early to
evaluate the probability of a favorable or unfavorable outcome of the matter
for L&S.  However, it is the PRP Group's position that WMO as the Mosley Site
owner and operator should be responsible for at least half of total liability
at the Mosley Site, and that 75% to 80% of the remaining liability, if
allocated on a volumetric basis, should be assignable to the U.S. Air Force. 
The Company is unable at this time to estimate the amount of liability, if
any, since the estimated costs of clean-up of the Mosley Site are continuing
to change and the percentage of the total waste which were alleged to have
been contributed to the Mosley Site by L&S has not yet been determined.  If an
action is brought against the Company in this matter, the Company intends to
vigorously defend itself and assert the above position. 

     In addition to the Chemical Business' El Dorado, Arkansas facility (the
"Site") being placed in the System (see "Business - Environmental
Compliance"), investigations have identified certain groundwater and other
contamination issues at this facility, including the Landfill.  The Company
has been orally advised that the EPA has cancelled the scheduled inspection
for the Site and the Site will be removed from the System; however, until the
EPA formally advises the Company in writing that the Site has been removed
from the System, there are no assurances that such will occur.  On June 9,
1995, the Chemical Business and the ADPC&E entered into a consent agreement
addressing the Landfill and the groundwater and certain other contamination
issues at the Site.  See "Business - Environmental Compliance" for a
discussion of the system and such consent agreement with the ADPC&E.

     The Company's Chemical Business also signed a consent agreement
("Agreement") with the ADPC&E, effective February 12, 1996, to resolve certain
compliance issues associated with the start-up of the a new concentrated
nitric acid concentrator, the decommissioning of the older concentrated nitric
acid units and certain other air emissions issues.  See "Business -
Environmental Compliance" for a discussion of the Agreement.  

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
     Not applicable.


Item 4A.  EXECUTIVE OFFICERS OF THE COMPANY
- -------------------------------------------
     Identification of Executive Officers.  The following table identifies
the executive officers of the Company.

                           Position and             Served as
                           Offices with             an Officer
Name                Age    the Company                 from    
- --------------     ----    -------------           ------------
Jack E. Golsen      67     Board Chairman        December, 1968
                           and President
                           
Barry H. Golsen     45     Board Vice Chairman     August, 1981
                           and President of the
                           Environmental 
                           Control Business

David R. Goss       55     Senior Vice              March, 1969
                           President of
                           Operations and
                           Director

Tony M. Shelby      54     Senior Vice              March, 1969
                           President - Chief
                           Financial Officer,
                           and Director

Jim D. Jones        54     Vice President -         April, 1977
                           Treasurer and
                           Corporate Controller

David M. Shear      36     Vice President and       March, 1990
                           General Counsel

- ----------------------------------   

     The Company's officers serve one-year terms, renewable on an annual
basis by the Board of Directors.   All of the individuals listed above have
served in substantially the same capacity with the Company and/or its
subsidiaries for the last five years.  

     Family Relationships.  The only family relationship that exists among
the executive officers of the Company is that Jack E. Golsen is the father of
Barry H. Golsen.
                      

                                   PART II
                                   -------
Item 5.   MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS
     
Market Information
- ------------------
     The Company's Common Stock trades on the New York Stock Exchange, Inc.
("NYSE").  Prior to August, 1994, the Company's Common Stock traded on the
American Stock Exchange, Inc. ("AMEX").  The following table shows, for the
periods indicated, the high and low closing sales prices for the Company's
Common Stock.
                          Fiscal Year Ended
                            December 31,         
                    -------------------------
                        1995                1994
     
         Quarter    High      Low      High       Low
         -------    ----      ---      ----       ---
         First      6 1/4    5 5/8     10        8 1/4
         Second     6 7/8    5 1/4     9 1/4     7    
         Third      6 7/8    4 7/8     7 3/4     5 1/4
         Fourth     5 1/4    3 5/8     7 3/4     5 3/8

Stockholders  
- ------------
    As of February 29, 1996, the Company had 1173 record holders of its
Common Stock.

Dividends 
- ---------
    Holders of the Company's Common Stock are entitled to receive dividends
only when, as and if declared by the Board of Directors.  No dividends may be
paid on the Company's Common Stock until all required dividends are paid on

the outstanding shares of the Company's preferred stock, or declared and
amounts set apart for the current period, and, if cumulative, prior periods. 
The Company has issued and outstanding as of December 31, 1995, 915,000 shares
of $3.25 Convertible Exchangeable Class C Preferred Stock, Series 2 ("Series 2
Preferred"), 1,566 shares of a series of Convertible Non Cumulative Preferred
Stock ("Non Cumulative Preferred Stock") and 20,000 shares of Series B 12%
Convertible, Cumulative Preferred Stock ("Series B Preferred").  Each share of
preferred stock is entitled to receive an annual dividend, if, as and when
declared by the Board of Directors, payable as follows: (i) Series 2 Preferred
at the rate of $3.25 a share payable quarterly in arrears on June 15,
September 15, December 15, and March 15, which dividend is cumulative, (ii)
Non Cumulative Preferred Stock at the rate of $10 a share payable April 1, and
(iii) Series B Preferred at the rate of $12.00 a share payable January 1,
which dividend is cumulative.  The Company has a policy as to the payment of
annual cash dividends on its outstanding Common Stock of $.06 per share, 
payable at $.03 per share semiannually, subject to change or termination by
the Board of Directors at any time.  The Company paid a cash dividend of $.03
a share on its outstanding Common Stock on July 1, 1995, and January 1, 1996;
however, there are no assurances that this policy will not be terminated or
changed by the Board of Directors.  See Notes 9, 10 and 11 of Notes to
Consolidated Financial Statements.

    Under the terms of a loan agreement between the Company and its lender,
the Company may, so long as no event of default has occurred and is continuing
under the loan agreement, make currently scheduled dividends and pay dividends
on its outstanding preferred stock and pay annual dividends on its Common
Stock equal to $.06 per share.

    Under the terms of a term loan agreement between El Dorado Chemical
Company ("EDC"), EDC's wholly owned subsidiary, Slurry Explosive Corporation
("SEC"), both within the Company's Chemical Business, and certain lenders, and
between DSN Corporation ("DSN"), another subsidiary of the Company within the
Chemical Business, and a lender, (i) EDC cannot transfer funds to the Company
in the form of cash dividends or other advances, except (i) for the amount of
taxes that EDC would be required to pay if it was not consolidated with the
Company and (ii) an amount equal to twenty-five percent (25%) of EDC's
cumulative adjusted net income (as reduced by cumulative net losses), as
defined, any time EDC has a Total Capitalization Ratio, as defined, greater
than .65:1 and after EDC has a Total Capitalization Ratio of .65:1 or less,
50% of EDC's cumulative adjusted net income (as reduced by cumulative net
losses), and (ii) DSN is prohibited from paying any dividends or making any
distributions to the Company.  See Note 7 of Notes to Consolidated Financial
Statements and Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations". 

    The Company is a holding company and, accordingly, its ability to pay
dividends on its preferred stock and its common stock is dependent in large
part on its ability to obtain funds from its subsidiaries.  The ability of
EDC, SEC, and DSN  to pay dividends to the Company, to fund the payment of
dividends by the Company or for other purposes, is restricted by certain
agreements to which they are parties.

    On February 17, 1989, the Company's Board of Directors declared a
dividend to its stockholders of record on February 27, 1989, of one preferred
stock purchase right on each of the Company's outstanding shares of common
stock.  The rights expire on February 27, 1999.  The Company issued the
rights, among other reasons, in order to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender abusive tactics to
gain control of the Company.  The rights will become exercisable only if a
person or group acquires beneficial ownership of 30% or more of the Company's
common stock or announces a tender or exchange offer the consummation of which

would result in the ownership by a person or group of 30% or more of the
common stock, except any acquisition by Jack E. Golsen, Chairman of the Board
and President of the Company, and certain other related persons or entities.  

    Each right (other than the rights, owned by the acquiring person or
members of a group that causes the rights to become exercisable, which became
void) will entitle the stockholder to buy one one-hundredth of a share of a
new series of participating preferred stock at an exercise price of $14.00 per
share.  Each one one-hundredth of a share of the new preferred stock
purchasable upon the exercise of a right has economic terms designed to
approximate the value of one share of the Company's common stock.  If another
person or group acquires the Company in a merger or other business combination
transaction, each right will entitle its holder (other than rights owned by
that person or group, which become void) to purchase at the right's then
current exercise price, a number of the acquiring company's common shares
which at the time of such transaction would have a market value two times the
exercise price of the right.  In addition, if a person or group (with certain
exceptions) acquires 30% or more of the Company's outstanding common stock,
each right will entitle its holder, (other than the rights owned by the
acquiring person or members of the group that results in the rights becoming
exercisable, which become void), to purchase at the right's then current
exercise price, a number of shares of the Company's common stock having a
market value of twice the right's exercise price in lieu of the new preferred
stock.

    Following the acquisition by a person or group of beneficial ownership
of 30% or more of the Company's outstanding common stock (with certain
exceptions) and prior to an acquisition of 50% or more of the Company's common
stock by the person or group, the Board of Directors may exchange the rights
(other than rights owned by the acquiring person or members of the group that
results in the rights becoming exercisable, which become void), in whole or in
part, for shares of the Company's common stock.  That exchange would occur at
an exchange ratio of one share of common stock, or one one-hundredth of a
share of the new series of participating preferred stock, per right.

    Prior to the acquisition by a person or group of beneficial ownership of
30% or more of the Company's common stock (with certain exceptions) the
Company may redeem the rights for one cent per right at the option of the
Company's Board of Directors.  The Company's Board of Directors also has the
authority to reduce the 30% thresholds to not less than 10%.

Item 6.  SELECTED FINANCIAL DATA
- ---------------------------------
Years ended December 31, 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- (Dollars in Thousands, except per share data) Selected Statement of Operations Data: Net sales $267,391 $245,025 $232,616 $198,373 $177,035 ======== ======== ======== ======== ======== Total Revenues $274,115 $249,969 $237,529 $200,217 $180,238 ======== ======== ======== ======== ======== Interest expense $ 10,131 $ 6,949 $ 7,507 $ 9,225 $ 10,776 ======== ======== ======== ======== ======== Income (loss) from continuing operations $ (3,732) $ 983 $ 11,235 $ 6,985 $ (3,190) ======== ======== ======== ======== ======== Net income (loss) $ (3,732) $ 24,467 $ 12,399 $ 9,255 $ (1,147) ======== ======== ======== ======== ======== Net income (loss) applicable to common stock $ (6,961) $ 21,232 $ 10,357 $ 7,428 $ (3,090) ======== ======== ======== ======== ======== Primary earnings (loss) per common share: Income (loss) from continuing operations $ (.53) $ (.16) $ .69 $ .66 $ (.81) ======== ======== ======== ======== ======== Net income (loss) $ (.53) $ 1.54 $ .77 $ .94 $ (.48) ======== ======== ======== ======== ========
Item 6. SELECTED FINANCIAL DATA (Continued)
Years ended December 31, 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- (Dollars in Thousands, except per share data) Selected Balance Sheet Data: Total Assets $238,176 $221,281 $196,038 $166,999 $158,383 ======== ======== ======== ======== ======== Long-term debt, including current $118,280 $ 91,681 $ 90,395 $ 51,332 $ 56,807 portion ======== ======== ======== ======== Redeemable preferred stock $ 149 $ 152 $ 155 $ 163 $ 179 ======== ======== ======== ======== ======== Stockholders' Equity $ 81,576 $ 90,599 $ 74,871 $ 18,339 $ 10,352 ======== ======== ======== ======== ======== Selected other Data: Cash dividends declared per common share $ .06 $ .06 $ .06 $ - $ - ======== ======== ======== ======== ========
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------ RESULTS OF OPERATIONS The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with a review of the Company's December 31, 1995 Consolidated Financial Statements, Item 6 "SELECTED FINANCIAL DATA" and Item 1 "BUSINESS" included elsewhere in this report. Overview - -------- The Company is going through a transition from a highly diversified company to a more focused company with the intent to focus on its two primary business units, the Chemical Business and the Environmental Control Business. In May 1994, the Company sold its Financial Services Business, Equity Bank for Savings F.A. and as a result exited the financial services business. In September 1995 the Company announced that it would reduce its investment in, or take other actions regarding, the Automotive and Industrial Products Businesses. The intent is to decrease the investment in these Businesses and redeploy the cash into the Chemical and Environmental Control Business which are perceived by management to have strategic advantages and better historical returns on invested capital. The Company continues to explore its alternatives to accomplish these goals, but as of now, no formal plans have been adopted. The following table contains certain of the information from note 15 of Notes to the Company's Consolidated Financial Statements about the Company's operations in different industry segments for each of the three years in the period ended December 31, 1995. 1995 1994 1993 --------- --------- -------- (In Thousands) Sales: Chemical $ 136,903 $ 131,576 $ 114,952 Environmental Control 83,843 69,914 69,437 Industrial Products 13,375 11,222 19,714 Automotive Products 33,270 32,313 28,513 --------- --------- --------- $ 267,371 $ 245,025 $ 232,616 ========= ========= ========= Gross Profit: (1) Chemical $ 26,050 $ 25,700 $ 27,557 Environmental Control 21,694 17,651 15,651 Industrial Products 2,953 1,316 5,160 Automotive Products 6,366 8,442 9,744 --------- --------- --------- $ 57,063 $ 53,109 $ 58,112 ========= ========= ========= Operating profit (loss): (2) Chemical $ 13,393 $ 12,809 $ 17,632 Environmental Control 4,630 3,512 3,900 Industrial Products (1,199) (4,155) 2,120 Automotive Products (3,704) (1,462) 2,528 --------- --------- --------- 13,120 10,704 26,180 General corporate expenses, net (6,571) (3,472) (6,629) Interest Expense (10,131) (6,949) (7,507) --------- -------- -------- Income (loss) from continuing operations before provision for income taxes $ (3,582) $ 283 $ 12,044 ========= ========= ========= 1995 1994 1993 ------ ------ ------ (In Thousands) Depreciation, depletion and amortization of property, plant and equipment: Chemical $ 4,532 $ 4,044 $ 3,696 ========= ========= ========= Environmental Control $ 1,582 $ 1,427 $ 1,015 ========= ========= ========= Industrial Products $ 124 $ 117 $ 118 ========= ========= ========= Automotive Products $ 986 $ 785 $ 502 ========= ========= ========= Additions to property, plant and equipment: Chemical $ 17,979 $ 15,532 $ 9,036 ========= ========= ========= Environmental Control $ 447 $ 3,722 $ 1,584 ========= ========= ========= Industrial Products $ 265 $ 74 $ 560 ========= ========= ========= Automotive Products $ 1,341 $ 1,203 $ 1,875 ========= ========= ========= Identifiable assets: Chemical $ 111,890 $ 94,972 $ 77,943 Environmental Control 41,331 40,660 38,389 Industrial Products 17,328 18,423 22,688 Automotive Products 43,872 38,369 31,650 --------- --------- --------- 214,421 192,424 170,670 Corporate assets 23,755 28,857 25,368 --------- --------- --------- Total assets $ 238,176 $ 221,281 $ 196,038 ========= ========= ========= ____________________________ Gross profit by industry segment represents net sales less cost of sales. Operating profit by industry segment represents revenues less operating expenses before deducting general corporate expenses, interest expense and income taxes. As indicated in the above table the operating profit (as defined) declined from $26.1 million in 1993 to $10.7 million in 1994 and $13.1 million in 1995, while sales increased approximately 15% during the same period. The decline in operating profit, coupled with an increase in interest expense, resulted in a loss from continuing operations before income taxes for 1995 of $3.6 million. This decline in operating profit is primarily due to lower earnings in the Chemical Business as a result of much higher costs for anhydrous ammonia (NH3), which is the basic raw material for the Chemical Business' nitrate based products, and to the lower margins in the Automotive and Industrial Products Businesses. Chemical Business - ----------------- The Chemical Business manufacturers and sells prilled ammonium nitrate products and high grade specialty acids to the explosives, agricultural, and industrial acids markets, and markets and licenses a number of proprietary explosives products. The Company has grown this Business through the expansion of its principal manufacturing facility in El Dorado, Arkansas, the construction of a mixed acid plant in Wilmington, North Carolina, and the acquisition of new agricultural distribution centers in key geographical markets which are freight logical to its principal plant. During the years 1995, 1994, and 1993, capital expenditures in this Business were $18.0 million, $15.5 million, and $9.0 million, respectively. During the period from December 1993 through December 1995 the net investment in assets of the Chemical Business was increased from $78 million to $112 million primarily due to the construction of additional capacity to benefit future periods. The operating profit in the Chemical Business is down from $17.6 million in 1993 to $12.8 million and $13.4 million in 1994 and 1995, respectively. During 1994 and 1995 the cost of the Chemical Business' primary raw material Anhydrous Ammonia increased from a 1993 average of $107.12 per ton to $156.71 in 1994 and $161.84 per ton in 1995. The Chemical Business purchases approximately 220,000 tons per year of anhydrous ammonia. The increased cost was partially passed on to customers in the form of higher prices but the entire cost could not be offset by higher sales prices resulting in lower gross profit margins in 1994 and 1995. The Chemical Business has entered into detailed negotiations with Bayer Corporation ("Bayer") to build, own, and operate a nitric acid plant as a part of a complex to be built by Bayer in Baytown Texas to provide Bayer's requirements for nitric acid on a long-term basis, subject to completion of a definitive agreement relating to this project. The Company intends to obtain project financing to fund the construction of the plant, which will be constructed by an independent construction firm to be selected by the Company. If the definitive agreement is finalized, the Company expects that the plant can be constructed and become operational within 24-30 months from the completion of such definitive agreement. Environmental Control - --------------------- The Environmental Control Business manufacturers and sells a broad range of fan coil, air handling, air conditioning, heating, water source heat pumps, and dehumidification products targeted to both commercial and residential new building construction and renovation. The Environmental Business focuses on product lines in the specific niche markets of fan coils and water source heat pumps and has established a significant market share in these specific markets. As indicated in the above table, the Environmental Control Business reported improved sales (an increase of 20%) and improved operating profit for 1995 as compared to 1994. From December 1993 through December 1995 the net investment in assets of the Environmental Control Business was increased from $38 million to $41 million. During this two year period inventories were reduced $2.3 million, capital expenditures were $4.2 million and depreciation was approximately $3.0 million. Automotive and Industrial Products Businesses - --------------------------------------------- The Automotive Products Business sells its products into the automotive, truck and agricultural equipment replacement markets. Certain of the products are sold directly to original equipment manufacturers and certain major chain stores. The Industrial Products Business markets a proprietary line of machine tools most of which are purchased from foreign companies, which manufacture the machine tools to Company specifications. As indicated in the above table, during 1993, 1994 and 1995, respectively, these Business recorded combined sales of $48.2 million $43.5 million and $46.6 million, respectively, and reported an operating profit (as defined above) of $4.6 million in 1993 and operating losses (as defined above) of $5.6 million and $4.9 million in 1994 and 1995, respectively. The net investment in assets of these Businesses was $54.3 million, $56.8 million and $61.2 million at year end 1993, 1994 and 1995, respectively. The increase in the investment was primarily due to a build up in inventory in the Automotive Products Business, which resulted from purchases from foreign suppliers with long lead times, in quantities in excess of current demand. A stringent inventory reduction plan was put into place that should bring the inventories back into line over time. Results of Operations - --------------------- Year Ended December 31, 1995 compared to Year Ended December 31, 1994 Revenues Total revenues for 1995 and 1994 were $274.1 million and $250.0 million, respectively (an increase of $24.1 million or 9.7%). Sales increased $22.4 million or 9.1%. Other income included in total revenues was $6.7 million, an increase of $1.8 million from 1994, which resulted primarily from proceeds received on the settlement of loans which were acquired in connection with the sale of Equity Bank. See "Liquidity and Capital Resources" of this Management's Discussion and Analysis. Net Sales Consolidated net sales for 1995 were $267.4 million, compared to $245.0 million for 1994, an increase of $22.4 million or 9.1%. This sales increase resulted principally from: (i) increased sales in the Environmental Control Business of $13.9 million, primarily due to improved market conditions and increased production in the fan coil segment of this business and to increased sales in geothermal water source heat pumps related to certain governmental projects; (ii) increased sales in the Chemical Business of $5.3 million which were primarily attributable to higher ammonia costs being passed through to customers, and increased sales of $2.5 million at Total Energy Systems ("TES"), the Company's subsidiary located in Australia, which have resulted from an expanded customer base; (iii) increased sales of $2.2 million in the Industrial Products Business primarily due to finalization of a sale to a foreign customer and increases in sales of machine tools; and (iv) increased sales of $1.0 million in the Automotive Products Business due to the addition of new product lines. Gross Profit Gross profit increased $4.0 million and was 21.3% of net sales for 1995, compared to 21.7% of net sales for 1994. The gross profit percentage remained consistent, with only slight changes, in the Chemical and Environmental Control Businesses. The gross profit of the Chemical Business was adversely affected due to the continued high cost of anhyrdrous ammonia as discussed above. The Industrial Products Business gross profit percentage increased due to higher prices. The primary reason for the consolidated decline in gross profit percentage was due to customer mix in the Automotive Products Business, i.e. decreased sales to higher margin retail customers, and increased sales to Original Equipment Manufacturers (OEM) customers which are lower margin customers. Selling, General and Administrative Expense Selling, general and administrative ("SG&A") expenses, as a percent of net sales, were 21.4% in 1995 and 20.7% in 1994. SG&A remained consistent from 1994 to 1995 as a percentage of sales in the Chemical, Environmental Control and Automotive Products Businesses. The increase in SG&A, as a percent of sales on a consolidated basis, was primarily attributable to: (1) an increase in the Company's cost of providing employee healthcare benefits of $.7 million; and, (2) increased legal expenses of $.6 million primarily attributable to litigation in connection with an insurance claim for damages to machine tools during transport in a prior year. Interest Expense Interest expense for the Company was $10.1 million during 1995, compared to $6.9 million during 1994. The increase primarily resulted from increased borrowings. The increased borrowings were necessary to support capital expenditures, higher inventory levels, higher accounts receivable balances and to meet the operational requirements of the Company. See "Liquidity and Capital Resources" of this Management's Discussion and Analysis. Net Income (Loss) The Company had a net loss of $3.7 million in 1995 compared to net income of $24.5 million in 1994. The 1994 net income includes approximately $23.5 million relating to a gain on the sale of a certain business and income from discontinued operations. Excluding this non-recurring activity, the 1994 net income was $1.0 million. The decreased profitability in 1995 of $4.7 million was primarily attributable to increased SG&A, as discussed above, and increased interest expense of $3.2 million due to higher average balances of outstanding debt. These increased expenses were offset in part by increased income of $1.0 million from collection of loans receivables in excess of net carrying values. Such loans were purchased at a discount in connection with the Equity Bank transaction. Year Ended December 31, 1994 compared to Year Ended December 31, 1993 Revenues Total revenues for 1994 and 1993 were $250.0 million and $237.5 million, respectively (an increase of $12.5 million or 5.2%). Sales increased $12.4 million or 5.3%. Net Sales Consolidated net sales for 1994 were $245.0 million, compared to $232.6 million for 1993, an increase of $12.4 million or 5.3%. This increase in sales resulted principally from: (i) increased sales in the Chemical Business of $16.6 million, primarily due to favorable weather conditions for seasonal fertilizer sales, the higher price of ammonia being partially passed through to customers and inclusion of TES for a full year in 1994 compared to only five months in 1993; (ii) increased sales in the Automotive Products Business of $3.8 million due to an expanded customer base in 1994 and the acquisition of International Bearings, Inc., in December 1993; and (iii) decreased sales in the Industrial Products Business of $8.5 million, primarily due to decreased sales to a foreign customer (see Note 6 of Notes to Consolidated Financial Statements and discussion under the "Liquidity and Capital Resources" section of this report). Gross Profit Gross profit decreased $5.0 million and was 21.7% of net sales for 1994, compared to 25.0% of net sales for 1993. The decline in gross profit percentage was due primarily to higher cost of the primary raw material (ammonia) in the Chemical Business. During 1994 the average cost of ammonia was approximately 46.4% higher than the average cost of ammonia during 1993. The Chemical Business was not able to pass on to its customers a substantial amount of the higher ammonia cost in the form of price increases in 1994. Additionally, gross profit was reduced in 1994 by $1.3 million due to cost overruns associated with a sale to a foreign customer in the Industrial Products Business being accounted for on the percentage of completion method. Other factors which affected the gross profit percentage were improved gross profit after recovery from the effects of a strike in 1992 at the fan coil manufacturing plant of the Environmental Control Business that were still being experienced in 1993; and, decreased sales to the foreign customer mentioned above which carried a high gross profit percentage in 1993. Selling, General and Administrative Expense Selling, general and administrative ("SG&A") expenses as a percent of net sales were 20.7% in 1994 and 18.7% in 1993. This increase in SG&A as a percent of sales was primarily due to: (i) decreased sales to a foreign customer in the Industrial Products Business with no corresponding reduction in SG&A costs; (ii) increased insurance costs in the Industrial Products Business resulting from settlement of certain claims; (iii) loss reserves placed on loans to potential acquisition candidates in the Automotive Products and Environmental Control Businesses; (iv) approximately $1.2 million in costs expended in pursuit of acquisition prospects which the Company chose to abandon; and (v) lower provision for bad debt expenses in 1993 in the Environmental Control Business compared to the provision in 1994. These factors were offset in part by a decrease in legal costs resulting from settlement of the customs matter in the second quarter of 1993 and settlement of a dispute with one of the Company's insurers in the first quarter of 1994, in addition to sales increases due to higher ammonia prices in the Chemical Business with no corresponding increase in SG&A costs. Interest Expense Interest expense for the Company was approximately $6.9 million during 1994, compared to approximately $7.5 million during 1993. The decrease primarily resulted from the capitalization of approximately $.5 million in 1994 related to the purchase and construction of the Nitric Acid Plant in El Dorado, Arkansas as discussed in Item 2 "PROPERTIES - Chemical Business". Income From Continuing Operations Before Taxes The Company had income from continuing operations before income taxes of $.3 million in 1994 compared to $12.0 million in 1993. The decreased profitability of $11.7 million was primarily due to lower gross profit of approximately $6.5 million realized on sales in the Chemical Business due to unrecovered ammonia price increases in 1994 that the Chemical Business was unable to pass on as price increases during 1994 and decreased profit of $6.2 million from the foreign sales contract as discussed in Note 6 of Notes to Consolidated Financial Statements. Also contributing to this decline is the $.5 million provision for the environmental matter discussed in Note 12 of Notes to Consolidated Financial Statements and $1.2 million in costs associated with abandoned acquisition prospects, as discussed above. Provision For Income Taxes As a result of the Company's net operating loss carryforward for income tax purposes as discussed elsewhere herein and in Note 8 of Notes to Consolidated Financial Statements, the Company's provisions for income taxes for 1994 and 1993 are for current state income taxes and federal alternative minimum taxes. In 1994, the Company recognized a provision for alternative minimum taxes associated with its discontinued Financial Services Business of $1.3 million with an offsetting benefit to continuing operations as a result of utilization of the Company's alternative minimum tax net operating loss carryforward not otherwise available to the Financial Services Business. Income From Discontinued Operations Income from discontinued operations reflects the results of operations of the Financial Services Business as discussed in Note 3 of Notes to Consolidated Financial Statements. Income from discontinued operations, net of expenses, was $.6 million in 1994 compared to $1.2 million in 1993. Gain From Disposal of Discontinued Operations As more fully discussed in Note 3 of Notes to Consolidated Financial Statements, the Company realized a gain of $24.2 million before income taxes from the sale on May 25, 1994 of its wholly-owned subsidiary Equity Bank, which gain is included in the Company's results of operations for 1994. Liquidity and Capital Resources - ------------------------------- Cash Flow From Operations For the year ended December 31, 1995, the loss from continuing operations of $3.7 million included (i) noncash charges for depreciation and amortization of $9.1 million, and (ii) noncash provisions for possible losses on accounts and notes receivable of $3.6 million, resulting in positive cash flow of $9 million. This positive cash flow was absorbed primarily by increases in accounts receivable and inventories, resulting in an approximate break-even cash flow from operating activities. The increase in accounts receivable was due primarily to increased sales in the Environmental Control Business. The increase in inventory was due, in large part, to an $8 million build up in the Automotive Products Business' inventory as a result of purchases from foreign supplies, with long lead times, of quantities in excess of current demand and the addition of new product lines within the Automotive Products Business. The Company has announced its intention to reduce its investment in the Automotive Products Business, and a stringent inventory reduction plan has been put into place in 1996 for this Business. Cash Flow From Investing And Financing Activities For the year ended December 31, 1995, the cash flow from investing and financing activities resulted in a negative cash flow of approximately $1 million after long-term borrowings of $18.5 million and increased borrowings against the Company's working capital revolver of $15.1 million. Those investment and financing activities requiring cash included: capital expenditures, $17.8 million; payments on long-term debt, $9.5 million; payment of common and preferred stock dividends, $4.0 million; and, purchases of treasury stock, $1.5 million. Capital expenditures included expenditures of the Chemical Business for (a) the completion of the construction of a concentrated nitric acid plant in El Dorado, Arkansas which was began in 1994 and, (b) a mixed acid plant in Wilmington, North Carolina. The balance of capital expenditures were for normal additions in the Chemical, Environmental Control, and Automotive Products Business. During 1995, the Company declared and paid the following aggregate dividends: (1) $12.00 per share on each of the outstanding shares of its Series B 12% Cumulative Convertible Preferred Stock; (2) $3.25 per share on each outstanding share of its $3.25 Convertible Exchangeable Class C Preferred Stock, Series 2; (3) $10.00 per share on each outstanding share of its Convertible Noncumulative Preferred Stock; and (4) $.06 per share on its outstanding shares of Common Stock. The Company expects to continue the payment of such dividends in the future in accordance with the policy adopted by the Board of Directors and the terms inherent to the Company's various preferred stocks. Source of Funds The Company is a diversified holding Company and its liquidity is dependent, in large part, on the operations of its subsidiaries and credit agreements with lenders. In December 1994, the Company and certain of its subsidiaries finalized a working capital line of credit. This working capital line of credit is evidenced by six separate loan agreements ("Agreements") with an unrelated lender ("Lender") collateralized by receivables, inventory and proprietary rights of the Company and the subsidiaries that are parties to the Agreements and the stock of certain of the subsidiaries that are borrowers under the Agreements. The Agreements provide for revolving credit facilities ("Revolver") for total direct borrowings up to $65 million, including the issuance of letters of credit. The Revolver provides for advances at varying percentages of eligible inventory and trade receivables. During 1996, an amendment to the Agreements was obtained whereby the Company's borrowing ability was temporarily increased (the "overadvance")$5 million in excess of the amount calculated based on the collateral, not to exceed $75 million. The temporary overadvance ability expires on June 30, 1996; the line limit reverts back to $65 million on September 30, 1996. The Agreements provide for interest at the reference rate as defined (which approximates the national prime rate) plus 1%, or the Eurodollar rate plus 3.375%. At December 31, 1995 the effective interest rate was 9.4%. The initial term of the Agreements is through December 31, 1997, and is renewable thereafter for successive thirteen month terms. The Lender or the Company may terminate the Agreements at the end of the initial term or at the end of any renewal term without penalty, except that the Company may terminate the Agreements after the second anniversary of the Agreements without penalty. At December 31, 1995, the available borrowings, based on eligible collateral, not including the overadvance discussed above approximated $60.1 million. Borrowings under the Revolver outstanding at December 31, 1995, were $59.2 million. The Agreements require the Company to maintain certain financial ratios and contain other financial covenants, including tangible net worth requirements and capital expenditure limitations. In November 1995 the Company renegotiated reductions in the tangible net worth covenants for the period December 31, 1995 through December 31, 1997 and simultaneous therewith agreed to an increase in the interest rate it pays the Lender by one-half percent (.5%). The tangible net worth covenants were reset to $78 million at December 31, 1995 escalating quarterly to $84 million at December 31, 1997. The annual interest on the outstanding debt under the Revolver at December 31, 1995 at the rate then in effect would be approximately $5.6 million. In addition to the Agreements discussed above, the Company has the following term loans in place: (1) The Company's wholly-owned subsidiaries, El Dorado Chemical Company and Slurry Explosive Corporation (collectively "Chemical"), which substantially comprise the Company's Chemical Business, are parties to a loan agreement ("Loan Agreement") with two institutional lenders ("Lenders"). This Loan Agreement, as amended, provides for a seven year term loan of $28.5 million ("Term Loan"). The balance of the Term Loan at December 31, 1995 was $10.7 million. Annual principal payments on the Term Loan are $5.1 million in 1996 and a final payment of $5.6 million on March 31, 1997. The Loan Agreement also provides for a revolving credit facility which provides for a maximum available credit line of approximately $3.7 million at December 31, 1995. The availability under this facility reduces by $1.8 million in 1996 with the remainder due in March 1997. Annual interest at the agreed to interest rates, if calculated on the aggregate $14.4 million outstanding balance at December 31, 1995, would be approximately $1.7 million. The Term Loan is secured by the capital stock of Chemical and substantially all of the assets of Chemical not otherwise pledged under the credit facility previously discussed. The Loan Agreement requires Chemical to maintain certain financial ratios and contains other financial covenants, including tangible net worth requirements and capital expenditures limitations. As of the date of this report, Chemical is in compliance with all financial covenants. Under the terms of the Loan Agreement, Chemical cannot transfer funds to the Company in the form of cash dividends or other advances, except for (i) the amount of taxes that Chemical would be required to pay if it was not consolidated with the Company; and (ii) an amount equal to fifty percent (50%) of Chemical's cumulative adjusted net income as long as Chemical's Total Capitalization Ratio, as defined, is .65:1 or below. (2) The Company s wholly-owned subsidiary, DSN Corporation ( DSN ) is a party to several loan agreements with a financing company (the Financing Company ) for three (3) projects which DSN substantially completed during 1995. These loan agreements are for a $16.5 million term loan (the DSN Permanent Loan"), which was converted on June 1, 1995 from the original construction loan, and was used to construct, equip, re-erect, and refurbish a concentrated nitric acid plant (the DSN Plant ) being placed into service by the Chemical Business at its El Dorado, Arkansas facility; a loan for approximately $1.2 million to purchase additional railcars to support the DSN Plant (the Railcar Loan ); and a loan for approximately $1.1 million to finance the construction of a mixed acid plant (the Mixed Acid Plant ) in North Carolina (the Mixed Acid Loan ). At December 31, 1995, DSN had outstanding borrowings of $15.7 million under the DSN Permanent Loan, $1.1 million under the Mixed Acid Loan, and $1.2 million under the Railcar Loan. The loans have repayment schedules of eighty-four (84) consecutive monthly installments of principle and interest. The interest rate on each of the loans range from 8.24% to 8.86% and are fixed rates based on the United States Treasury Security rate at the time of executing the note plus a specified percentage. Annual interest, for the three notes as a whole, at the agreed to interest rates would approximate $1.5 million. The loans are secured by the various DSN and Mixed Acid Plants property and equipment, and all railcars purchased under the railcar loan. The loan agreement requires the Company to maintain certain financial ratios, including tangible net worth requirements. As of the date of this report, the Company is in compliance with all financial covenants or if not in compliance, has obtained appropriate waivers from the Financing Company. (3) A subsidiary of the Company ("Prime") entered into a loan agreement ("Agreement"), effective as of May 4, 1995, with Bank IV Oklahoma, N.A. ("Bank"). Pursuant to the Agreement, the Bank loaned $9 million to Prime, evidenced by a Promissory Note ("Note"). The Note bears interest per annum at a rate equal to one percent (1%) above the prime rate in effect from day to day as published in the Wall Street Journal. The outstanding principal balance of the Note is payable in sixty (60) monthly payments of principal and interest commencing on May 31, 1995. Payment of the Note is secured by a first and priority lien and security interest in and to Prime's right, title, and interest in the loan receivable relating to the real property and office building known as the Bank IV Tower located in Oklahoma City, Oklahoma (the "Tower"), the Management Agreement relating to the Tower, and the Option to Purchase Agreement covering the real property on which the Tower is located. Future cash requirements include working capital requirements for anticipated sales increases in all Businesses, and funding for future capital expenditures, primarily in the Chemical Business and the Environmental Control Business. Funding for the higher accounts receivable resulting from anticipated sales increases will be provided by the revolving credit facilities discussed elsewhere in this report. Inventory requirements for the higher anticipated sales activity should be met by scheduled reductions in the inventories of the Automotive Products Business, which increased its inventories in 1995 beyond required levels. In 1996, the Company has planned capital expenditures of approximately $6.0 million, primarily in the Chemical and Environmental Control Businesses. Management believes that cash flows from operations, the Company's revolving credit facilities, and other sources will be adequate to meet its presently anticipated capital expenditure, working capital, debt service and dividend requirements. This is a forward-looking statement that involves a number of risks and uncertainties that could cause actual results to differ materially, such as, a material reduction in revenues, continuing to incur losses, inability to collect a material amount of receivables, required capital expenditures in excess of those presently anticipated, or other future events, not presently predictable, which individually or in the aggregate could impair the Company's ability to obtain funds to meet its requirements. The Company currently has no material commitment for capital expenditures, however, see discussion under "overview", "Chemical Business" of this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the negotiations to build a new nitric acid plant. Foreign Subsidiary Financing On March 7, 1995 the Company guaranteed a revolving credit working capital facility (the "Facility") between its wholly-owned Australian subsidiary Total Energy Systems, Ltd. ("TES") and Bank of New Zealand. The Facility allows for borrowings up to an aggregate of approximately U.S. $3.7 million based on specific percentages of qualified eligible assets (U.S. $1.9 million borrowed at December 31, 1995). Such debt is secured by substantially all the assets of TES, plus an unlimited guarantee and indemnity from the Company. The interest rate on this debt is the Bank of New Zealand Corporate Base Lending Rate plus 0.5% (approximately 11.5% at December 31, 1995). The Facility is subject to renewal at the discretion of Bank of New Zealand based upon annual review. The next annual review is due on March 31, 1996. TES is in technical non-compliance with a certain financial covenant contained in the loan agreement involving the Facility. However, Bank of New Zealand has not taken any action against TES or the Company as a result of such non-compliance and has continued to allow TES to borrow under the Facility. The outstanding borrowing under the facility at December 31, 1995 has been classified as due within one year in the accompanying condensed consolidated financial statements. Joint Ventures and Options to Purchase During 1994 the Company, through a subsidiary, loaned $2.1 million to a French manufacturer of HVAC equipment whose product line is compatible with that of the Company's Environmental Control Business in the U.S.A. Under the loan agreement, the Company has the option to exchange its rights under the loan for 100% of the borrower's outstanding common stock. The Company obtained a security interest in the stock of the french manufacturer to secure its $2.1 million loan. During fiscal year 1995 and January, 1996 the Company advanced an additional $800,000 to the French manufacturer bringing the total of the loan to $2.9 million. At this time the decision has not been made to exercise such option and the $2.9 million loan net of a $1.5 million valuation reserve is carried on the books as a note receivable in other assets. During the second quarter of 1995, the Company executed a stock option agreement to acquire eighty percent (80%) of the stock of a specialty sales organization to enhance the marketing of the Company's air conditioning products. The stock option has a four (4) year term, and a total option granting price of $1.0 million payable in installments including an option fee of $500,000 paid upon signing of the option agreement and annual $100,000 payments for yearly extensions of the stock option thereafter for up to three (3) years. Upon exercise of the stock option by the Company, or upon the occurrence of certain performance criteria which would give the grantors of the stock option the right to accelerate the date on which the Company must elect whether to exercise, the Company shall pay certain cash and issue promissory notes for the balance of the exercise price of the subject shares. The total exercise price of the subject shares is $4.0 million, less the amounts paid for the granting and any extensions of the stock option. The Company expects that it will eventually exercise the stock option, however, there are no assurances that such stock option will ultimately be exercised. A subsidiary of the Company invested approximately $2.8 million to purchase a fifty percent (50%) equity interest in an energy conservation joint venture (the "Project"). The Project has been awarded a contract to retrofit residential housing units at a U.S. Army base. The contract calls for installation of energy-efficient equipment (including air conditioning and heating equipment), which will reduce utility consumption. For the installation and management, the Project will receive an average of seventy- seven percent (77%) of all energy and maintenance savings during the twenty (20) year contract term. The Project estimates that the cost to retrofit the residential housing units at the U.S. Army base will be approximately $18.8 million. The Project has received a loan from a lender to finance up to approximately $14 million of the cost of the Project. The Company is not guaranteeing any of the lending obligations of the Project. The Company has guaranteed the bonding company's exposure under the payment and performance bonds on the Project, which is approximately $17.9 million. Debt guarantee As disclosed in note 12 of the Notes to Consolidated Financial Statements a subsidiary of the Company has guaranteed approximately $2.6 million of indebtedness of a start up aviation company in exchange for an ownership interest. The debt guarantee relates to two note instruments. One note in the amount of $600,000 requires monthly interest payments and matures September 28, 1996. The other note in the amount of $2 million requires monthly principal payments of $11,111 plus interest beginning in October 1996 through August 8, 1999, at which time all outstanding principal and accrued interest are due. In the event of default of the $2 million note, the Company is required to assume payments on the note with the term extended until August 2004. Both notes are current as to principal and interest. In November 1995, the aviation company completed and test flew its first operational model. The aviation company is working toward certification with the Federal Aviation Authority by mid 1997. In the meantime the aviation Company has limited cash and is seeking an equity investor to fund the completion of the certification process and provide additional working capital in exchange for an ownership interest of the company. If the aviation company is unable to obtain such additional equity, then the Company may be required to perform under its guaranty. Management of the aviation company believes that it is possible that an additional $7 million may be needed to complete the certification process at which time they believe they will be able to obtain additional capital to manufacture and market the airplane. The Company has advanced approximately $150,000 to the aviation company while they seek additional capital. At this time the Company has not made a decision whether additional funds will be advanced. Any additional advances will depend on the evaluation of the prospects of the aviation company when it becomes evident that additional advances are required. Availability of Company's Loss Carryovers The Company anticipates that its cash flow in future years will benefit to some extent from its ability to use net operating loss ("NOL") carryovers from prior periods to reduce the federal income tax payments which it would otherwise be required to make with respect to income generated in such future years. As of December 31, 1995, the Company had available NOL carryovers of approximately $43 million, based on its federal income tax returns as filed with the Internal Revenue Service for taxable years through 1994, and on the Company's estimates for 1995. These NOL carryovers will expire beginning in the year 1999. The amount of these carryovers has not been audited or approved by the Internal Revenue Service and, accordingly, no assurance can be given that such carryovers will not be reduced as a result of audits in the future. In addition, the ability of the Company to utilize these carryovers in the future will be subject to a variety of limitations applicable to corporate taxpayers generally under both the Internal Revenue Code of 1986, as amended, and the Treasury Regulations. These include, in particular, limitations imposed by Code Section 382 and the consolidated return regulations. Contingencies As discussed in Item 3 and in Note 12 of Notes to Consolidated Financial Statements, the Company has several contingencies that could impact its liquidity in the event that the Company is unsuccessful in defending against the claimants. Although management does not anticipate that these claims will result in substantial adverse impacts on its liquidity, it is not possible to determine the outcome. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------- The Company has included the financial statements and supplementary financial information required by this item immediately following Part IV of this report and hereby incorporates by reference the relevant portions of those statements and information into this Item 8. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ------ FINANCIAL DISCLOSURE --------------------------------------------------------------- No disagreements between the Company and its accountants have occurred within the 24-month period prior to the date of the Company's most recent financial statements. PART III -------- The Company hereby incorporates by reference the information required by Part III of this report except for the information of the Company's executive officers included under Part 4A of Part I of this report, from the definitive proxy statement which the Company intends to file with the Securities and Exchange Commission on or before April 30, 1996, in connection with the Company's 1996 annual meeting of stockholders. PART IV ------- Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------- (a)(1) Financial Statements. The following consolidated financial statements of the Company appear immediately following this Part IV: Pages ----------- Report of Independent Auditors F-1 Consolidated Balance Sheets at December 31, 1995 and 1994 F-2 to F-3 Consolidated Statements of Operations for each of the three years in the period ended December 31, 1995 F-4 Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 1995 F-5 to F-6 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1995 F-7 to F-8 Notes to Consolidated Financial Statements F-9 to F-32 Quarterly Financial Data (Unaudited) F-33 (a)(2) Financial Statement Schedule. The Company has included the following schedule in this report: II - Valuation and Qualifying Accounts F-34 The Company has omitted all other schedules because the conditions requiring their filing do not exist or because the required information appears in the Company's Consolidated Financial Statements, including the notes to those statements. (a)(3) Exhibits. The Company has filed the following exhibits with this report: 2.1. Stock Option Agreement dated as of May 4, 1995, optionee, LSB Holdings, Inc., an Oklahoma Corporation, an option to purchase. 2.2. Stock Purchase Agreement and Stock Pledge Agreement between Dr. Hauri AG, a Swiss Corporation, and LSB Chemical Corp., which the Company hereby incorporates by reference from Exhibit 2.2 to the Company's Form 10-K for fiscal year ended December 31, 1994. 3.1. Restated Certificate of Incorporation, and the Certificate of Designation dated February 17, 1989, which the Company hereby incorporates by reference from Exhibit 3.01 to the Company's Form 10-K for fiscal year ended December 31, 1989. 3.2. Bylaws, as amended, which the Company hereby incorporates by reference from Exhibit 3.02 to the Company's form 10-K for fiscal year ended December 31, 1990. 4.1. Specimen Certificate for the Company's Non-cumulative Preferred Stock, having a par value of $100 per share, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 1983. 4.2. Specimen Certificate for the Company's Series B Preferred Stock, having a par value of $100 per share, which the Company hereby incorporates by reference from Exhibit 4.27 to the Company's Registration Statement No. 33-9848. 4.3. Specimen Certificate for the Company's Series 2 Preferred, which the Company hereby incorporates by reference from Exhibit 4.5 to the Company's Registration Statement No. 33-61640. 4.4. Specimen Certificate for the Company's Common Stock, which the Company incorporates by reference from Exhibit 4.4 to the Company's Registration Statement No. 33-61640. 4.5. Rights Agreement, dated as of February 17, 1989, between the Company and The Liberty National Bank and Trust Company of Oklahoma City, which the Company hereby incorporates by reference from Exhibit 2.1 to the Company's Form 8-A Registration Statement dated February 22, 1989. 4.6. Amended and Restated Secured Credit Agreement, dated as of January 21, 1992, between El Dorado Chemical Company , Slurry Explosive Corporation , Household Commercial Financial Services, Inc. , Connecticut Mutual Life Insurance Company and C.M. Life Insurance Company which the Company hereby incorporates by reference from Exhibit 4.15 to the Company's Form 10K for the year ended December 31,1991. The agreement contains a list of schedules and exhibits omitted from the filed copy and the Company agrees to furnish supplementally a copy of any of the omitted schedules or exhibits to the Commission upon request. 4.7. First Amendment to the Amended and Restated Secured Credit Agreement, dated December 9, 1992, between El Dorado Chemical Company, Slurry Explosive Corporation, Household Commercial Financial Services Inc., Connecticut Mutual Insurance Company and C.M. Life Insurance Company, which the Company hereby incorporates by reference from Exhibit 4.22 to the Company's Registration Statement No. 33-55608. 4.8. Consent Agreement, dated December 9, 1992, between El Dorado Chemical Company and Household Commercial Financial Services, Inc., which the Company hereby incorporates by reference from Exhibit 4.23 to the Company's Registration Statement No. 33-55608. 4.9. Amendment Agreement, dated as of March 30, 1994, among El Dorado Chemical Company, Slurry Explosive Corporation, Household Commercial Financial Services, Inc., and Prime Financial Corporation, which the Company hereby incorporates by reference from Exhibit 4.23 to the Company's Form 10-K for the fiscal year ended December 31, 1993. 4.10. Amendment dated September 29, 1994 to the Amended and Restated Secured Credit Agreement and the Second Amended and Restated Working Capital Agreement, both dated as of January 21, 1992 among El Dorado Chemical Company, Slurry Explosive Corporation, Connecticut Mutual Life Insurance Company, C.M. Life Insurance Company Mutual and Household Commercial Financial Services, Inc., which the Company hereby incorporates by reference from Exhibit 4.05 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1994. 4.11. Second Amendment Agreement dated as of October 31, 1994 among El Dorado Chemical Company, Slurry Explosive Corporation, Household Commercial Financial Services, Inc., Connecticut Mutual Life Insurance Company Mutual and C.M. Life Insurance Company Mutual, which the Company hereby incorporates by reference from Exhibit 4.06 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1994. 4.12. Loan and Security Agreement, dated December 12, 1994, between the Company and BankAmerica Business Credit, Inc., which the Company hereby incorporates by reference from Exhibit 4.12 to the Company's Form 10-K for the fiscal year ended December 31, 1994. The Loan and Security Agreement contains a list of schedules and exhibits omitted from the filed exhibit and the Company agrees to furnish supplementally a copy of any of the omitted schedules and exhibits to the Commission upon request. 4.13. Loan and Security Agreement dated December 12, 1994, between El Dorado Chemical Company and Slurry Explosive Corporation, as borrowers, and BankAmerica Business Credit, Inc., as lender, which the Company hereby incorporates by reference from Exhibit 4.13 to the Company's Form 10-K for the fiscal year ended December 31, 1994. The Loan and Security Agreement contains a list of schedules and exhibits omitted from the filed exhibit and the Company agrees to furnish supplementally a copy of any of the omitted schedules and exhibits to the Commission upon request. Substantially identical Loan and Security Agreements, dated December 12, 1994, have been entered into by each of L&S Bearing Co., International Environmental Corporation, Climate Master, Inc., and Summit Machine Tool Manufacturing, Corp. with BankAmerica Business Credit, Inc. and are hereby omitted and such will be provided to the Commission upon the Commission's request. 4.14. Loan Agreement dated as of May 4, 1995, by and among Prime Financial Corporation, as borrower, LSB Industries, Inc., Summit Machine Tool Manufacturing Corp., L&S Bearing Co., International Environmental Corporation, El Dorado Chemical Company, Climate Master, Inc., as the guarantors, and Bank IV Oklahoma, N.A., which the Company hereby incorporates by reference from Exhibit 4.1 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1995. 4.15. First Amendment to Preferred Share Purchase Rights Plan, dated as of May 24, 1994, between the Company and Liberty National Bank and Trust Company of Oklahoma City, which the Company hereby incorporates by reference from Exhibit 4.2 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1995. 4.16. First Amendment dated August 17, 1995, to the Loan and Security Agreement dated December 12, 1994, between the Company and BankAmerica Business Credit, Inc. Substantially identical First Amendments dated August 17, 1995, to the Loan and Security Agreements dated December 12, 1994, were entered into by each of L&S Bearing, International Environmental Corporation, Climate Master, Inc., Summit Machine Tool Manufacturing, Corp., and El Dorado Chemical Company and Slurry Explosives Corporation with BankAmerica Business Credit, Inc. and are hereby omitted and such will be provided upon the Commission s request. 4.17. Second Amendment dated December 1, 1995, to the Loan and Security Agreement dated December 12, 1994, between the Company and BankAmerica Business Credit, Inc. Substantially identical Second Amendments dated December 1, 1995, to the Loan and Security Agreements dated December 12, 1994, were entered into by each of L&S Bearing, Climate Master, Inc., and Summit Machine Tool Manufacturing, Corp. with BankAmerica Business Credit, Inc. and are hereby omitted and such will be provided upon the Commission s request. 4.18. Second Amendment dated December 1, 1995, to the Loan and Security Agreement dated December 12, 1994, between El Dorado Chemical Company and Slurry Explosives Corporation, and BankAmerica Business Credit, Inc. 4.19. Second Amendment dated December 1, 1995, to the Loan and Security Agreement dated December 12, 1994, between International Environmental Corporation, and BankAmerica Business Credit, Inc. 10.1. Form of Death Benefit Plan Agreement between the Company and the employees covered under the plan, which the Company hereby incorporates by reference from Exhibit 10(c)(1) to the Company's Form 10-K for the year ended December 31, 1980. 10.2. The Company's 1981 Incentive Stock Option Plan, as amended, and 1986 Incentive Stock Option Plan, which the Company hereby incorporates by reference from Exhibits 10.1 and 10.2 to the Company's Registration Statement No. 33-8302. 10.3. Form of Incentive Stock Option Agreement between the Company and employees as to the Company's 1981 Incentive Stock Option Plan, which the Company hereby incorporates by reference from Exhibit 10.10 to the Company's Form 10-K for the fiscal year ended December 31, 1984. 10.4. Form of Incentive Stock Option Agreement between the Company and employees as to the Company's 1986 Incentive Stock Option Plan, which the Company hereby incorporates by reference from Exhibit 10.6 to the Company's Registration Statement No. 33-9848. 10.5. The 1987 Amendments to the Company's 1981 Incentive Stock Option Plan and 1986 Incentive Stock Option Plan, which the Company hereby incorporates by reference from Exhibit 10.7 to the Company's Form 10-K for the fiscal year ended December 31, 1986. 10.6. The Company's 1993 Stock Option and Incentive Plan which the Company hereby incorporates by reference from Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended December 31, 1993. 10.7. The Company's 1993 Non-employee Director Stock Option Plan which the Company hereby incorporates by reference from Exhibit 10.7 to the Company's Form 10-K for the fiscal year ended December 31, 1993. 10.8. Union Contracts, dated August 5, 1995, between EDC and the Oil, Chemical and Atomic Workers, the International Association of Machinists and Aerospace Workers and the United Steel Workers of America, dated November 1, 1995. 10.9. Lease Agreement, dated March 26, 1982, between Mac Venture, Ltd. and Hercules Energy Mfg. Corporation, which the Company hereby incorporates by reference from Exhibit 10.32 to the Company's Form 10-K for the fiscal year ended December 31, 1981. 10.10. Agreement for Purchase and Sale of Anhydrous Ammonia, dated as of January 1, 1994, between El Dorado Chemical Company and Farmland Industries, Inc., which the Company hereby incorporates by reference from Exhibit 10.10 to the Company's Form 10-K for the fiscal year ended December 31, 1994. 10.11. Limited Partnership Agreement dated as of May 4, 1995, between the general partner, and LSB Holdings, Inc., an Oklahoma Corporation, as limited partner. 10.12. Lease Agreement dated November 12, 1987, between Climate Master, Inc. and West Point Company and amendments thereto, which the Company hereby incorporates by reference from Exhibits 10.32, 10.36, and 10.37, to the Company's Form 10-K for fiscal year ended December 31, 1988. 10.13. Severance Agreement, dated January 17, 1989, between the Company and Jack E. Golsen, which the Company hereby incorporates by reference from Exhibit 10.48 to the Company's Form 10-K for fiscal year ended December 31, 1988. The Company also entered into identical agreements with Tony M. Shelby, David R. Goss, and Barry H. Golsen and the Company will provide copies thereof to the Commission upon request. 10.14. Third Amendment to Lease Agreement, dated as of December 31, 1987, between Mac Venture, Ltd. and Hercules Energy Mfg. Corporation, which the Company hereby incorporates by reference from Exhibit 10.49 to the Company's Form 10-K for fiscal year ended December 31, 1988. 10.15. Employment Agreement and Amendment to Severance Agreement dated January 17, 1989 between the Company and Jack E. Golsen, dated March 21, 1996. 10.16. Option to Purchase Real Estate, dated January 4, 1989, between Northwest Financial Corporation and Northwest Tower Limited Partnership, which the Company hereby incorporates by reference from Exhibit 10.50 to the Company's Form 10-K for fiscal year ended December 31, 1988. 10.17. Technical License, Technology Assistance, Engineering and Manufacturing Plant sales Agreement between L&S Automotive Products Company, Inc. and ZVL-ZKL A.S., dated July 6, 1992, as amended by Addendums, which the Company hereby incorporates by reference from Exhibit 28.1 to the Company's Form 10-Q for the quarter ended September 30, 1992. 10.18. Letter, dated November 9, 1992, amending the agreement between L&S Automotive Products Co. and ZVL-ZKL A.S., which the Company hereby incorporates by reference from Exhibit 28.2 to the Company's Registration Statement No. 33-55608. 10.19. Supply Agreement, dated November 4, 1992, between Climate Master, Inc. and Carrier Corporation, which the Company hereby incorporates by reference from Exhibit 28.3 to the Company's Registration Statement No. 33-55608. 10.20. Right of First Refusal, dated November 4, 1992, between the Company, Climate Master, Inc. and Carrier Corporation, which the Company hereby incorporates by reference from Exhibit 28.4 to the Company's Registration Statement No. 33-55608. 10.21. Fixed Assets Purchase Parts Purchase and Asset Consignment Agreement, dated November 4, 1992, between Climate Master, Inc. and Carrier Corporation, which the Company hereby incorporates by reference from Exhibit 28.5 to the Company's Registration Statement No. 33-55608. 10.22. Processing Agreement, dated January 1, 1994, between Monsanto Company and El Dorado Chemical Company, which the Company hereby incorporates by reference from Exhibit 10.22 to the Company's Form 10-K for the fiscal year ended December 31, 1994. 10.23. Non-Qualified Stock Option Agreement, dated June 1, 1992, between the Company and Robert C. Brown, M.D. which the Company hereby incorporates by reference from Exhibit 10.38 to the Company's Form 10-K for fiscal year ended December 31, 1992. The Company entered into substantially identical agreements with Bernard G. Ille, Jerome D. Shaffer and C.L.Thurman, and the Company will provide copies thereof to the Commission upon request. 10.24. Loan and Security Agreement dated October 31, 1994 between DSN Corporation and the CIT Group which the Company hereby incorporates by reference from Exhibit 10.1 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1994. 10.25. Loan and Security Agreement dated April 5, 1995 between DSN Corporation and the CIT Group, which the Company hereby incorporates by reference from Exhibit 10.25 to the Company's Form 10-K for the fiscal year ended December 31, 1994. 10.26. First Amendment to Non-Qualified Stock Option Agreement, dated March 2, 1994, and Second Amendment to Stock Option Agreement, dated April 3, 1995, each between the Company and Jack E. Golsen, which the Company hereby incorporates by reference from Exhibit 10.1 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1995. 10.27. Pre-payment Agreement, dated April 20, 1995, and Supply Agreement, dated May 8, 1995 each by and between L&S Automotive Products Company, Inc. and ZVL-LSA A.S., which the company hereby incorporates by reference from Exhibit 10.2 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1995. Each of these Agreements is pertaining to the Technical License, Technology Assistance, Engineering and Manufacturing Plant Sales Agreement, dated July 6, 1992, between L&S Automotive Products Company, Inc. and ZVL-ZKL A.S., which the Company hereby incorporates by reference from Exhibit 28.1 to the Company's Form 10-Q for the quarter ended September 30, 1992. 10.28. Letters, dated January 12, 1996 amending the agreement between L&S Automotive Products Co. and ZVL-LSA A.S. 11.1. Statement re: Computation of Per Share Earnings 22.1. Subsidiaries of the Company 23.1. Consent of Independent Auditors 27.1. Financial Data Schedule (b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the fourth quarter of 1995. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has caused the undersigned, duly-authorized, to sign this report on its behalf of this 9th day of April, 1996. LSB INDUSTRIES, INC. By: /s/ Jack E. Golsen --------------------------- Jack E. Golsen Chairman of the Board and President (Principal Executive Officer) By: /s/ Tony M. Shelby ---------------------------- Tony M. Shelby Senior Vice President of Finance (Principal Financial Officer) By: /s/ Jim D. Jones ---------------------------- Jim D. Jones Vice President, Controller and Treasurer (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the undersigned have signed this report on behalf of the Company, in the capacities and on the dates indicated. Dated: April 9, 1996 By: /s/ Jack E. Golsen ------------------------------ Jack E. Golsen, Director Dated: April 9, 1996 By: /s/ Tony M. Shelby ------------------------------ Tony M. Shelby, Director Dated: April 9, 1996 By: /s/ David R. Goss ------------------------------ David R. Goss, Director Dated: April 9, 1996 By: /s/ Barry H. Golsen ------------------------------ Barry H. Golsen, Director Dated: April 9, 1996 By: /s/ Robert C. Brown ------------------------------ Robert C. Brown, Director Dated: April 9, 1996 By: /s/ Bernard G. Ille ------------------------------ Bernard G. Ille, Director Dated: April 9, 1996 By: /s/ Jerome D. Shaffer ------------------------------ Jerome D. Shaffer, Director Dated: April 9, 1996 By: /s/ Raymond B. Ackerman ------------------------------ Raymond B. Ackerman, Director Dated: April 9, 1996 By: /s/ Horace Rhodes ------------------------------ Horace Rhodes, Director Report of Independent Auditors The Board of Directors and Stockholders LSB Industries, Inc. We have audited the accompanying consolidated balance sheets of LSB Industries, Inc. as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of LSB Industries, Inc. at December 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Oklahoma City, Oklahoma February 26, 1996 F-1 LSB Industries, Inc. Consolidated Balance Sheets
DECEMBER 31, 1995 1994 ----------------------- (In Thousands) ASSETS Current assets (Note 7): Cash and cash equivalents $ 1,420 $ 2,610 Trade accounts receivable, less allowance for doubtful accounts of $2,584,000 ($2,000,000 in 1994) 43,975 42,720 Inventories (Note 4) 66,265 59,333 Supplies and prepaid items 5,684 6,386 ----------------------- Total current assets 117,344 111,049 Property, plant and equipment, at cost (Notes 5 and 7) 152,730 133,359 Accumulated depreciation (66,460) (59,675) ----------------------- Property, plant and equipment, net 86,270 73,684 Loans receivable, secured by real estate 15,657 17,243 Other assets, net of valuation allowances and allowance for doubtful accounts of $3,090,000 in 1995 ($1,150,000 in 1994) and accumulated amortization of $4,795,000 in 1995 ($4,031,000 in 1994) 18,905 19,305 ----------------------- $238,176 $221,281 =======================
(Continued on following page) F-2 LSB Industries, Inc. Consolidated Balance Sheets (continued)
DECEMBER 31, 1995 1994 ------------------ (In Thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Drafts payable $ 424 $ 1,291 Accounts payable 28,508 29,496 Accrued liabilities 9,239 8,062 Current portion of long-term debt (Note 7) 14,925 9,716 ------------------ Total current liabilities 53,096 48,565 Long-term debt (Note 7) 103,355 81,965 Commitments and contingencies (Notes 3, 6 and 12) Redeemable, noncumulative, convertible preferred stock, $100 par value; 1,566 shares issued and outstanding (1,597 in 1994) (Note 10) 149 152 Stockholders' equity (Notes 7, 9 and 11): Series B 12% cumulative, convertible preferred stock, $100 par value; 20,000 shares issued and outstanding 2,000 2,000 Series 2 $3.25 convertible, exchangeable Class C preferred stock, $50 stated value; 920,000 shares issued 46,000 46,000 Common stock, $.10 par value; 75,000,000 shares authorized, 14,757,416 shares issued (14,620,156 in 1994) 1,476 1,462 Capital in excess of par value 37,567 37,369 Retained earnings 5,148 12,883 ------------------ 92,191 99,714 Less treasury stock, at cost: Series 2 preferred, 5,000 shares 200 200 Common stock, 1,845,969 shares (1,559,590 in 1994) 10,415 8,915 ------------------ Total stockholders' equity 81,576 90,599 ------------------ $238,176 $221,281 ==================
See accompanying notes. F-3 LSB Industries, Inc. Consolidated Statements of Operations
YEAR ENDED DECEMBER 31, 1995 1994 1993 --------------------------------------- (In Thousands, Except Per Share Amounts) Revenues: Net sales $267,391 $245,025 $232,616 Other income 6,724 4,944 4,913 -------------------------------------- 274,115 249,969 237,529 Costs and expenses: Cost of sales 210,328 191,916 174,504 Selling, general and 57,238 50,821 43,474 administrative Interest 10,131 6,949 7,507 -------------------------------------- 277,697 249,686 225,485 -------------------------------------- Income (loss) from continuing operations before provision (3,582) 283 12,044 (benefit) for income taxes Provision (benefit) for income taxes 150 (700) 809 -------------------------------------- Income (loss) from continuing operations (3,732) 983 11,235 Discontinued operations: Income from discontinued operations - 584 1,228 Gain on disposal of discontinued operations - 24,200 - Provision for income taxes related to discontinued operations - (1,300) (64) -------------------------------------- - 23,484 1,164 -------------------------------------- Net income (loss) $ (3,732) $ 24,467 $ 12,399 ====================================== Net income (loss) applicable to common stock $ (6,961) $ 21,232 $ 10,357 ====================================== Earnings (loss) per common share: Primary: Income (loss) from continuing operations $ (.53) $ (0.16) $ 0.69 ====================================== Net income (loss) $ (.53) $ 1.54 $ 0.77 ====================================== Fully diluted: Income (loss) from continuing operations $ (.53) $ (0.16) $ 0.63 ====================================== Net income (loss) $ (.53) $ 1.46 $ 0.71 ======================================
See accompanying notes. F-4 LSB Industries, Inc. Consolidated Statements of Stockholders' Equity
RETAINED COMMON STOCK NON- EARNINGS -------------- REDEEMABLE CAPITAL IN (ACCUMU- TREASURY TREASURY PAR PREFERRED EXCESS OF LATED STOCK-- STOCK-- SHARES VALUE STOCK PAR VALUE DEFICIT) COMMON PREFERRED TOTAL ---------------------------------------------------------------------------------------- (In Thousands) Balance at December 31, 1992 8,098 $ 810 $ 17,357 $21,978 $(17,227) $(4,579) $ - $18,339 Net income - - - - 12,399 - - 12,399 Conversion of 85 shares of 3 - - 5 - - - 5 redeemable preferred stock to common stock Conversion of 657,390 shares of Series 5,008 501 (13,148) 12,647 - - - - 1 preferred to common stock Redemption of Series 1 preferred - - (115) (8) - - - (123) Retirement of Series 1 preferred - - (2,094) 214 - 1,880 - - held in treasury Sale of common stock 263 26 - 1,914 - - - 1,940 Sale of Series 2 preferred - - 46,000 (2,129) - - - 43,871 Exercise of stock options: Cash received 640 64 - 1,501 - - - 1,565 Stock tendered and added to 502 50 - 998 - (1,048) - - treasury at market value Dividends declared: Series B 12% preferred stock - - - - (240) - - (240) ($12.00 per share) Redeemable preferred stock - - - - (16) - - (16) ($10.00 per share) Common stock ($.06 per share) - - - - (797) - - (797) Series 2 preferred stock - - - - (1,660) - - (1,660) ($1.80 per share) Purchase of treasury stock - - - - - (412) - (412) ---------------------------------------------------------------------------------------------- Balance at December 31, 1993 14,514 1,451 48,000 37,120 (7,541) (4,159) - 74,871
(Continued on following page) F-5 LSB Industries, Inc. Consolidated Statements of Stockholders' Equity (continued)
RETAINED COMMON STOCK NON- EARNINGS -------------- REDEEMABLE CAPITAL IN (ACCUMU- TREASURY TREASURY PAR PREFERRED EXCESS OF LATED STOCK-- STOCK-- SHARES VALUE STOCK PAR VALUE DEFICIT) COMMON PREFERRED TOTAL ---------------------------------------------------------------------------------------- (In Thousands) Net income - $ - $ - $ - $24,467 $ - $ - $24,467 Conversion of 40 shares of 1 - - 1 - - - 1 redeemable preferred stock to common stock Exercise of stock options for cash 105 11 - 248 - - - 259 Dividends declared: Series B 12% preferred stock - - - - (240) - - (240) ($12.00 per share) Redeemable preferred stock - - - - (16) - - (16) ($10.00 per share) Common stock ($.06 per share) - - - - (808) - - (808) Series 2 preferred stock - - - - (2,979) - - (2,979) ($3.25 per share) Purchase of treasury stock - - - - - (4,756) (200) (4,956) ---------------------------------------------------------------------------------------------- Balance at December 31, 1994 14,620 1,462 48,000 37,369 12,883 (8,915) (200) 90,599 Net loss - - - - (3,732) - - (3,732) Conversion of 31 shares of 1 - - 2 - - - 2 redeemable preferred stock to common stock Exercise of stock options: Cash received 100 10 - 145 - - - 155 Stock tendered and added to 36 4 - 51 - (55) - - treasury at market value Dividends declared: Series B 12% preferred stock - - - - (240) - - (240) ($12.00 per share) Redeemable preferred stock - - - - (16) - - (16) ($10.00 per share) Common stock ($.06 per share) - - - - (774) - - (774) Series 2 preferred stock - - - - (2,973) - - (2,973) ($3.25 per share) Purchase of treasury stock - - - - - (1,445) - (1,445) ---------------------------------------------------------------------------------------------- Balance at December 31, 1995 14,757 $1,476 $48,000 $37,567 $ 5,148 $(10,415) $(200) $81,576 ==============================================================================================
See accompanying notes. F-6 LSB Industries, Inc. Consolidated Statements of Cash Flows
YEAR ENDED DECEMBER 31, 1995 1994 1993 -------------------------------- (In Thousands) CASH FLOWS FROM CONTINUING OPERATIONS Income (loss) from continuing $ (3,732) $ 983 $ 11,235 operations Adjustments to reconcile income (loss) from continuing operations to net cash provided (used) by continuing operations: Depreciation, depletion and amortization: Property, plant and 7,909 6,998 5,870 equipment Other 1,150 1,077 959 Provision for possible losses: Trade accounts receivable 1,696 1,468 439 Notes receivable 1,350 650 - Environmental matter - 450 - Loan guarantee 590 - - Gain of sales of assets (203) (1,303) (1,587) Cash provided (used) by changes in assets and liabilities: Trade accounts receivable (4,092) 3,923 (13,523) Inventories (6,091) (13,692) 2,737 Supplies and prepaid 725 (927) (1,282) items Accounts payable (902) 6,209 (718) Accrued liabilities 1,256 850 (867) Billings in excess of - - (4,858) costs and estimated earnings -------------------------------- Net cash provided (used) by (344) 6,686 (1,595) continuing operations CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS Capital expenditures (17,810) (15,647) (9,397) Purchase of loans receivable - (3,068) - Principal payments on loans 1,586 388 - receivable Proceeds from sales of equipment and real estate 1,345 4,399 6,735 properties Other assets (3,872) (5,566) (1,882) Cash acquired in connection - - 1,228 with acquisitions Payments for acquisitions - - (1,747) -------------------------------- Net cash used by investing (18,751) (19,494) (5,063) activities
(Continued on following page) F-7 LSB Industries, Inc. Consolidated Statements of Cash Flows (continued)
YEAR ENDED DECEMBER 31, 1995 1994 1993 -------------------------------- (In Thousands) CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS Payments on long-term and $(9,476) $ (7,635) $(17,828) other debt Long-term and other borrowings 18,471 17,124 - Net change in revolving debt 15,070 47,004 (4,950) facilities Net change in receivables previously financed by - (33,570) 1,218 discontinued operations Net change in drafts payable (867) 71 (3,329) Dividends paid: Preferred stocks (3,229) (3,235) (1,916) Common stock (774) (808) (797) Purchase of treasury stock: Preferred stock - (200) - Common stock (1,445) (4,756) (302) Net proceeds from issuance of common and preferred stock 155 259 47,141 -------------------------------- Net cash provided by financing activities of 17,905 14,254 19,237 continuing operations -------------------------------- Net increase (decrease) in cash from continuing (1,190) 1,446 12,579 operations Net change in cash from - (1,617) (10,913) discontinued operations ------------------------------- Net increase (decrease) in cash and cash equivalents (1,190) (171) 1,666 from all activities Cash and cash equivalents at 2,610 2,781 1,115 beginning of year -------------------------------- Cash and cash equivalents at $ 1,420 $ 2,610 $ 2,781 end of year ================================
See accompanying notes. F-8 LSB Industries, Inc. Notes to Consolidated Financial Statements December 31, 1995, 1994 and 1993 1. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of LSB Industries, Inc. (the "Company") and its subsidiaries. On May 25, 1994, the financial services subsidiary, Equity Bank for Savings, F.A. ("Equity Bank"), was sold and, thus, the consolidated statements of operations for 1994 and 1993 present the operations of Equity Bank as discontinued operations. 2. ACCOUNTING POLICIES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. STATEMENTS OF CASH FLOWS For purposes of reporting cash flows, cash and cash equivalents include cash, overnight funds and interest bearing deposits with original maturities when purchased by the Company of 90 days or less. Supplemental cash flow information includes:
1995 1994 1993 ------------------------- (In Thousands) Cash payments for interest and income taxes: Interest on long-term debt $10,613 $7,440 $7,159 and other Income taxes 670 832 861 Noncash financing and investing activities-- Long-term debt issued for 2,534 4,884 1,500 property, plant and equipment
F-9 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 2. ACCOUNTING POLICIES (CONTINUED) LOANS RECEIVABLE Loans receivable are stated at unpaid principal balances, less any allowance for loan losses (none in 1995, 1994 or 1993). Management's periodic evaluation of the adequacy of the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of the underlying collateral, and current economic conditions. INVENTORIES Purchased machinery and equipment are carried at specific cost plus duty, freight and other charges, not in excess of net realizable value. All other inventory is priced at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) basis, except for certain heat pump products with a value of $5,981,000 at December 31, 1995 ($9,007,000 at December 31, 1994), which are priced at the lower of cost or market, with cost being determined using the last-in, first-out (LIFO) basis. The difference between the LIFO basis and current cost is not material at December 31, 1995 or 1994. DEPRECIATION For financial reporting purposes, depreciation, depletion and amortization is primarily computed using the straight-line method over the estimated useful lives of the assets. CAPITALIZATION OF INTEREST Interest costs of $1,357,000 and $491,000 related to the construction of a new nitric acid plant were capitalized in 1995 and 1994, respectively (none in 1993) and will be amortized over the related plant's estimated useful life. EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED The excess of purchase price over net assets acquired totals $4,361,000 and $4,776,000, net of accumulated amortization, of $2,980,000 and $2,565,000 at December 31, 1995 and 1994, respectively, is included in other assets and is being amortized by the straight-line method over periods of 10 to 22 years. The carrying value of the excess of purchase price over net assets acquired is reviewed (using estimated future net cash flows, including proceeds from disposal) if the facts and circumstances suggest that it may be impaired. No impairment provisions were required in 1995, 1994 or 1993. F-10 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 2. ACCOUNTING POLICIES (CONTINUED) IMPAIRMENT OF LONG-LIVED ASSETS In March 1995, the FASB issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires impairment losses to be recognized for long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The Company will adopt Statement 121 in the first quarter of 1996. Based on presently available estimates, the new impairment rules are not expected to have a material impact on the Company. RESEARCH AND DEVELOPMENT COSTS Costs incurred in connection with product research and development are expensed as incurred. Such costs amounted to $501,000 in 1995, $606,000 in 1994 and $788,000 in 1993. ADVERTISING COSTS Costs incurred in connection with advertising and promotion of the Company's products are expensed as incurred. Such costs amounted to $1,658,000 in 1995, $1,321,000 in 1994 and $1,310,000 in 1993. NET INCOME (LOSS) APPLICABLE TO COMMON STOCK Net income (loss) applicable to common stock is computed by adjusting net income or loss by the amount of preferred stock dividends. EARNINGS (LOSS) PER SHARE Primary earnings (loss) per common share are based upon the weighted average number of common shares and dilutive common equivalent shares outstanding during each year after giving appropriate effect to preferred stock dividends. Fully diluted earnings (loss) per share are based on the weighted average number of common shares and dilutive common equivalent shares outstanding and the assumed conversion of dilutive convertible securities outstanding after appropriate adjustment for interest and related income tax effects on convertible notes payable, as applicable. F-11 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 2. ACCOUNTING POLICIES (CONTINUED) Average common shares outstanding used in computing earnings per share are as follows:
1995 1994 1993 ---------------------------------- Primary 13,223,445 13,831,128 13,401,194 Fully diluted 13,233,022 15,155,461 15,397,886
3. DISCONTINUED OPERATIONS--FINANCIAL SERVICES On May 25, 1994, pursuant to a Stock Purchase Agreement, dated as of February 9, 1994 (the "Acquisition Agreement"), the Company sold for $91.1 million its wholly-owned subsidiary, Equity Bank, which constituted the Financial Services Business of the Company, to Fourth Financial Corporation (the "Purchaser"). The Purchaser acquired all of the outstanding shares of capital stock of Equity Bank. Equity Bank's revenues for the period from January 1, 1994 to May 25, 1994 and the year ended December 31, 1993 were $16.5 million and $41.8 million, respectively. Under the Acquisition Agreement, the Company made certain representations and warranties. The Company also agreed under the Acquisition Agreement to indemnify the Purchaser and its wholly-owned subsidiary, Bank IV Oklahoma, National Association ("Bank IV"), against, among other things, (i) losses that may be sustained by them due to breach of any representations or warranties made by the Company in the Acquisition Agreement or failure by the Company to fulfill any agreement made by the Company in the Acquisition Agreement, provided losses by Fourth and Bank IV exceed $1 million in the aggregate, net of income tax effect, and such liability by the Company shall not exceed $25 million. The Company has further agreed to indemnify the Purchaser and Bank IV against certain liabilities which are not subject to the $1 million deductible and the $25 million maximum liability, including, but not limited to, environmental matters relating to the real estate contributed to Equity Bank at the time that the Company acquired Equity Bank. The representations and warranties made by the Company under the Agreement survive the closing of the sale of Equity Bank for a period of two (2) years, except certain tax-related representations and warranties which have a three (3) year survival period. In addition, there are no time limits (other than as provided by law) in connection with the indemnifications provided by the Company relating to certain environmental matters, a certain pending lawsuit, and a certain "frozen" 401(k) Plan. F-12 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 4. INVENTORIES Inventories at December 31, 1995 and 1994 consist of:
FINISHED (OR PURCHASED) WORK-IN- RAW GOODS PROCESS MATERIALS TOTAL ---------------------------------------------- (In Thousands) Air handling units $ 2,477 $ 1,153 $ 5,835 $ 9,465 Machinery and industrial 7,908 - - 7,908 supplies Automotive products 21,494 4,307 2,033 27,834 Chemical products 6,917 6,787 7,354 21,058 ---------------------------------------------- Total $38,796 $12,247 $15,222 $66,265 ============================================== 1994 total $33,926 $ 9,796 $15,611 $59,333 ==============================================
5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, at cost, consist of:
DECEMBER 31, 1995 1994 -------------------- (In Thousands) Land and improvements $ 4,405 $ 4,405 Buildings and improvements 20,615 20,346 Machinery, equipment and automotive 118,567 99,507 Furniture, fixtures and store equipment 5,854 5,760 Producing oil and gas properties 3,289 3,341 -------------------- 152,730 133,359 Less accumulated depreciation, 66,460 59,675 depletion and amortization -------------------- $ 86,270 $ 73,684 ====================
6. FOREIGN SALES CONTRACT In connection with a 1992 equipment sales contract with a foreign customer, a subsidiary of the Company agreed to a contract amendment in May 1995 that enabled collection of outstanding billings on the contract and required the customer deliver bearing products to the subsidiary, at a future date, without charge to the subsidiary. The amendment also included a purchase commitment by the subsidiary to purchase $30 million of bearing products from the customer F-13 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 6. FOREIGN SALES CONTRACT (CONTINUED) over a five-year period. During 1995, the subsidiary purchased approximately $3.1 million of product in connection with such requirement. In January 1996, the subsidiary negotiated another amendment to the agreement with the foreign customer, modifying the subsidiary's firm commitment to purchase $30 million of bearing products over the five-year period to a best efforts arrangement in exchange for waiver of the foreign customer's commitment to provide bearing products without charge to the subsidiary at a future date. Accordingly, as a result of the elimination of the subsidiary's future bearing product commitment, the Company has recognized the remaining $1.8 million of contract revenue in the fourth quarter of 1995 which had been previously deferred pending completion of the subsidiary's firm purchase commitment. 7. LONG-TERM DEBT Long-term debt is detailed as follows:
DECEMBER 31, 1995 1994 ----------------- (In Thousands) Secured revolving credit facility with interest at a base rate of a certain bank plus a specified percentage (9.39% aggregate rate at December 31, 1995) (A) $ 59,175 $44,379 Secured loans of a subsidiary with interest payable quarterly at rates indicated (B): 10.415% to 12.72% term loans 10,688 15,833 Revolving credit facility at a base rate of a certain bank plus a specified percentage (10.75% at December 31, 1995) 3,750 5,556 Secured loan with interest payable monthly (C) 15,728 12,750 Note payable to bank, due in monthly installments of principal and interest through May 2000, interest at a rate equal to the Wall Street Journal prime rate plus 1% (aggregate rate of 9.5% at December 31, 1995) (D) 8,819 - Other, with interest at rates of 7.5% to 12.25% 20,120 13,163 ----------------- 118,280 91,681 Less current portion of long-term debt 14,925 9,716 ----------------- Long-term debt due after one year $103,355 $81,965 =================
F-14 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 7. LONG-TERM DEBT (CONTINUED) (A) In December 1994, the Company, certain subsidiaries of the Company and a bank entered into a series of six asset-based revolving credit facilities aggregating up to $65 million based upon defined eligible assets. The agreement provides for an initial term of three years; however, the agreement will automatically renew for successive 13-month terms, unless terminated by either party. The revolving loans are available based on varying percentages of eligible accounts receivable and inventory and also provide for the issuance of letters of credit of up to $11 million, subject to certain restrictions. The agreement provides for loans at the reference rate as defined (which approximates the national prime rate) plus 1%, or the Eurodollar rate plus 3.375%, with interest due monthly. The agreement is secured by substantially all of the Company's receivables, inventory, proprietary rights, and proceeds thereof and the stock of certain participating subsidiaries. The agreement contains financial covenants, including limitations on dividends, investments and capital expenditures, and requires maintenance of tangible net worth, as defined (escalating from $78 million in 1995 to $84 million in 1997), and debt ratios whereby the "borrowing groups" debt (excluding the borrowings under this agreement) shall not exceed 85% of the Company's adjusted tangible net worth. (B) This agreement between a subsidiary of the Company and two institutional lenders provides for two series of term loans and a revolving credit facility which provides a maximum available credit line of approximately $3.75 million as of December 31, 1995. The availability under the revolving credit facility reduces by $1.8 million in 1996 with the remainder due in March 1997. Annual principal payments of the term loans are $5.1 million and $5.6 million in March 1996 and 1997, respectively. The agreement is secured by substantially all of the subsidiaries' assets, not otherwise pledged and the stock of certain participating subsidiaries. It requires the Company to maintain certain financial ratios and contains other financial covenants, including working capital, fixed charge coverage and tangible net worth requirements and capital expenditure limitations. Payments to the parent company are limited to (i) the amount of income taxes that the subsidiary would pay if the subsidiary filed separate income tax returns, (ii) management and other fees required for reimbursement of reasonable costs and expenses, F-15 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 7. LONG-TERM DEBT (CONTINUED) consistent with past practices and (iii) other payments to the parent company up to 25% or 50% of the cumulative net income of the subsidiary, depending on the total capitalization ratio, as defined, of the Company. As a result of the various restrictions under the agreement, the subsidiary is permitted to transfer approximately $1.5 million of net assets to the parent company as of December 31, 1995. (C) This agreement, as amended, between a subsidiary of the Company and an institutional lender provided for a construction loan in the aggregate amount of $16.5 million, the proceeds of which were used in the construction of a nitric acid plant. Interest during the construction period accrued at a rate equal to the LIBOR rate plus 3.10%. In November 1995, the loan converted to a term loan requiring 84 equal monthly payments of principal plus interest, with interest at a fixed rate equal to the five-year U.S. Treasury Security rate plus 2.7% (an aggregate rate of 8.86% at December 31, 1995). This agreement is secured by the plant, equipment and machinery, and proprietary rights associated with the plant which has an approximate carrying value of $24.2 million. This agreement contains various financial and restrictive covenants, including a requirement to maintain tangible net worth, as defined, of $75 million, escalating to $82.5 million after December 31, 1996. Subsequent to December 31, 1995, the Company obtained a waiver from the lender reducing the minimum tangible net worth through March 31, 1996 and accepting a certain existing lien by a third party on the assets of the plant. The Company expects to be able to comply with this revised covenant subsequent to such date. (D) In May 1995, a subsidiary of the Company entered into a term loan agreement in the amount of $9 million. During the term of the loan, which matures in May 2000, the outstanding principal balance is payable in 60 monthly payments of principal and interest, commencing on May 31, 1995. The amount of the monthly principal and interest payment is the amount necessary to fully amortize the principal balance over a 180-month period ("Amortization Period") at a rate of interest equal to 1% in excess of the prime rate of a certain bank. On June 30, 1995, and on the last day of each calendar quarter thereafter, the monthly principal and interest payment will be adjusted to an amount which would fully amortize the outstanding principal balance on the last day of each calendar quarter over the remaining part of the Amortization Period. When the loan matures in May 2000, all outstanding and unpaid principal and all accrued and unpaid interest on the loan shall become immediately due. The loan is secured by a loan receivable which has a book value of $13,967,500 as of December 31, 1995 as well as the commercial management agreement between the subsidiary and a certain property management company and the subsidiary's option to purchase the building which secures the loan receivable. F-16 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 7. LONG-TERM DEBT (CONTINUED) Maturities of long-term debt for each of the five years after December 31, 1995 are: 1996--$14,925,000; 1997--$72,475,000; 1998--$5,342,000; 1999--$4,483,000; 2000--$12,214,000 and thereafter--$8,841,000. 8. INCOME TAXES The provision (benefit) for income taxes from continuing operations consists of the following for the year indicated:
1995 1994 1993 ----------------------- (In Thousands) Current: Federal $ - $(1,150) $ 142 State 150 450 667 ---------------------- $ 150 $ (700) $ 809 ======================
The approximate tax effects of each type of temporary difference and carryforward that are used in computing deferred tax assets and liabilities and the valuation allowance related to deferred tax assets at December 31, 1995 and 1994 are as follows:
1995 1994 ------------------ (In Thousands) DEFERRED TAX ASSETS Allowances for doubtful accounts and other asset $ 3,508 $ 2,399 impairments not deductible for tax purposes Capitalization of certain 2,425 2,102 costs as inventory for tax purposes Net operating loss 16,745 18,227 carryforward Investment tax and 1,300 1,212 alternative minimum tax credit carryforwards Other 1,032 864 ------------------ Total deferred tax assets 25,010 24,804 Less valuation allowance 15,492 14,717 ------------------ Net deferred tax assets $ 9,518 $10,087 ================== DEFERRED TAX LIABILITIES Accelerated depreciation used $ 7,256 $ 7,751 for tax purposes Inventory basis difference 2,139 2,139 resulting from a business combination Other 123 197 ------------------ Total deferred tax liabilities $ 9,518 $10,087 ==================
F-17 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 8. INCOME TAXES (CONTINUED) The Company is able to realize deferred tax assets up to an amount equal to the future reversals of existing taxable temporary differences. The majority of the taxable temporary differences will turn around in the loss carryforward period as the differences are depreciated or amortized. Other differences will turn around as the assets are disposed in the normal course of business or by tax planning strategies which management considers prudent and feasible. The differences between the amount of the provision for income taxes and the amount which would result from the application of the federal statutory rate to "Income (loss) from continuing operations before provision (benefit) for income taxes" for each of the three years in the period ended December 31, 1995 are detailed below:
1995 1994 1993 ----------------------------- (In Thousands) Provision (benefit) for income taxes at federal $(1,254) $ 96 $ 4,215 statutory rate Changes in the valuation allowance related to 1,735 (291) (4,770) deferred tax assets State income taxes, net of 99 297 259 federal benefit Amortization of excess of purchase price over net 143 139 191 assets acquired Foreign subsidiary loss 615 (19) - (income) Nondeductible life insurance 142 98 77 premiums Settlement of dispute with - - 618 governmental agency Utilization of regular and/or alternative minimum tax net (1,326) (1,300) - operating loss carryforward Alternative minimum tax - 150 142 Other (4) 130 77 ----------------------------- Provision (benefit) for $ 150 $ (700) $ 809 income taxes =============================
At December 31, 1995, the Company has net operating loss ("NOL") carryforwards for tax purposes of approximately $43 million. Such amounts expire beginning in 1999. The Company also has investment tax credit carryforwards of approximately $568,000 which begin expiring in 1996. F-18 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. STOCKHOLDERS' EQUITY STOCK OPTIONS In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation," which establishes financial accounting and reporting standards for stock-based employee compensation plans. Effective for fiscal years beginning after December 15, 1995, the statement provides the option to continue under the accounting provisions of APB Opinion 25, while requiring pro forma footnote disclosures of the effects on net income and earnings per share, calculated as if the new method had been implemented. The Company will adopt the financial reporting provisions of SFAS 123 for 1996, but expects to elect to continue under the accounting provisions of APB Opinion 25. QUALIFIED STOCK OPTION PLANS In November 1981, the Company adopted the 1981 Incentive Stock Option Plan, in March 1986, the Company adopted the 1986 Incentive Stock Option Plan and, in September 1993, the Company adopted the 1993 Stock Option and Incentive Plan. Under these plans, the Company is authorized to grant options to purchase up to 3,700,000 shares of the Company's common stock to key employees of the Company and its subsidiaries. These options become exercisable 20% after one year from date of grant, 40% after two years, 70% after three years, 100% after four years and lapse at the end of ten years. The exercise price of options to be granted under this plan is equal to the fair market value of the Company's common stock at the date of grant. For participants who own 10% or more of the Company's common stock at the date of grant, the option price is 110% of the fair market value at the date of grant and the options lapse after five years from the date of grant. Activity in the Company's stock option plans during each of the three years in the period ended December 31, 1995 is as follows:
1995 1994 1993 ---------------------------------- Outstanding options at 581,140 556,640 1,340,276 beginning of year Granted 91,000 54,000 14,000 Exercised (61,000) (29,500) (791,636) Surrendered, forfeited or - - (6,000) expired ---------------------------------- Outstanding options at end of 611,140 581,140 556,640 year ==================================
F-19 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. STOCKHOLDERS' EQUITY (CONTINUED)
1995 1994 1993 ---------------------------------- At end of year: Prices of outstanding options $ 1.13 $ 1.13 $ 1.13 TO to to $ 9.00 $ 9.00 $ 9.00 Average option price per $ 3.41 $ 2.84 $ 2.44 share Options exercisable 390,540 356,940 280,640 Options available for future 781,300 872,300 926,300 grants
NON-QUALIFIED STOCK OPTION PLANS The Company's Board of Directors approved the grant of non-qualified stock options to the Company's outside directors, President and a key employee of one of the Company's subsidiaries, as detailed below. The option price was based on the market value of the Company's common stock at the date of grant and these options are exercisable at any time after the date of grant and expire five years from such date; however, the options granted to the key employee have a vesting schedule which has been completed and do not expire until ten years from the date of grant. During 1995, three of the Company's directors exercised options to purchase 75,000 shares of the Company's stock at $1.38 per share. During 1994, three of the Company's Directors exercised options to purchase 75,000 shares of the Company's stock at $2.63 per share. During 1993, one of the Company's directors exercised options to purchase 65,000 shares of the Company's stock at an average price of $2.26 per share.
NUMBER OF SHARES SUBJECT TO OPTIONS OUTSTANDING AT DATE GRANTED OPTION PRICE DECEMBER 31, 1995 OR EXTENDED PER SHARE - --------------------------------------------------------------------------- September 1990 $1.375 25,000 June 1992 $3.125 45,000 April 1994 $ 9.00 25,000 June 1994 (A) $2.625 165,000 April 1995 $5.375 25,000
(A) In June 1994, the Board of Directors extended the expiration date on the grant of options for 165,000 shares to the Company's President for an additional five years. The option price and terms of the option were unchanged except that, in consideration of the extension of time to exercise, the President agreed to a revised vesting schedule for exercise of 20% of the option shares in each of the years 1995, 1996 and 1997 and 40% of the option shares in 1998. F-20 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. STOCKHOLDERS' EQUITY (CONTINUED) In September 1993, the Company adopted the 1993 Nonemployee Director Stock Option Plan (the "Outside Director Plan"). The Outside Director Plan authorizes the grant of nonqualified stock options to each member of the Company's Board of Directors who is not an officer or employee of the Company or its subsidiaries. The maximum number of shares of common stock of the Company that may be issued under the Outside Director Plan is 150,000 shares (subject to adjustment as provided in the Outside Director Plan). The Company shall automatically grant to each outside director an option to acquire 5,000 shares of the Company's common stock on April 30 following the end of each of the Company's fiscal years in which the Company realizes net income of $9.2 million or more for such fiscal year. The exercise price for an option granted under this plan shall be the fair market value of the shares of common stock at the time the option is granted. Each option granted under this plan to the extent not exercised shall terminate upon the earlier of the termination as a member of the Company's Board of Directors or the fifth anniversary of the date such option was granted. During each 1995 and 1994, there were 25,000 options granted at $5.375 and $9.00 per share, respectively, under the Outside Director Plan. PREFERRED SHARE PURCHASE RIGHTS In February 1989, the Company's Board of Directors declared a dividend distribution of one Preferred Share Purchase Right (the "Preferred Right") for each outstanding share of the Company's common stock. The Preferred Rights are designed to ensure that all of the Company's stockholders receive fair and equal treatment in the event of a proposed takeover or abusive tender offer. The Preferred Rights are generally exercisable when a person or group, other than the Company's Chairman and his affiliates, acquire beneficial ownership of 30% or more of the Company's common stock (such a person or group will be referred to as the "Acquirer"). Each Preferred Right (excluding Preferred Rights owned by the Acquirer) entitles stockholders to buy one one-hundredth (1/100) of a share of a new series of participating preferred stock at an exercise price of $14. Following the acquisition by the Acquirer of beneficial ownership of 30% or more of the Company's common stock, and prior to the acquisition of 50% or more of the Company's common stock by the Acquirer, the Company's Board of Directors may exchange all or a portion of the Preferred Rights (other than Preferred Rights owned by the Acquirer) for the Company's common stock at the rate of one share of common stock per Preferred Right. Following acquisition by the Acquirer of 30% or more of the Company's common stock, each F-21 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. STOCKHOLDERS' EQUITY (CONTINUED) Preferred Right (other than the Preferred Rights owned by the Acquirer) will entitle its holder to purchase a number of the Company's common shares having a market value of two times the Preferred Right's exercise price. If the Company is acquired, each Preferred Right (other than the Preferred Rights owned by the Acquirer) will entitle its holder to purchase a number of the Acquirer's common shares having a market value at the time of two times the Preferred Right's exercise price. Prior to the acquisition by the Acquirer of beneficial ownership of 30% or more of the Company's stock, the Company's Board of Directors may redeem the Preferred Rights for $.01 per Preferred Right. 10. REDEEMABLE PREFERRED STOCK Each share of the noncumulative redeemable preferred stock, $100 par value, is convertible into 40 shares of the Company's common stock at any time at the option of the holder; entitles the holder to one vote and is redeemable at par. The redeemable preferred stock provides for a noncumulative annual dividend of 10%, payable when and as declared. Dividend payments were current at December 31, 1995 and 1994. 11. NON-REDEEMABLE PREFERRED STOCK The 20,000 shares of Series B cumulative, convertible preferred stock, $100 par value, are convertible, in whole or in part, into 666,666 shares of the Company's common stock (33.3333 shares of common stock for each share of preferred stock) at any time at the option of the holder and entitles the holder to one vote per share. The Series B preferred stock provides for annual cumulative dividends of 12% from date of issue, payable when and as declared. Dividend payments were current at December 31, 1995 and 1994. On May 27, 1993, the Company completed a public offering of $46 million of a new series of Class C preferred stock, designated as a $3.25 convertible exchangeable Class C preferred stock, Series 2, no par value ("Series 2 Preferred"). The Series 2 Preferred has a liquidation preference of $50.00 per share plus accrued and unpaid dividends and is convertible at the option of the holder at any time, unless previously redeemed, into common stock of the Company at an initial conversion price of $11.55 per share (equivalent to a conversion rate of approximately 4.3 shares of common stock for each share of Series 2 Preferred), subject to adjustment under certain conditions. Upon the mailing of notice of certain corporate actions, holders will have special conversion rights for a 45-day period. F-22 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 11. NON-REDEEMABLE PREFERRED STOCK (CONTINUED) The Series 2 Preferred is not redeemable prior to June 15, 1996. The Series 2 Preferred will be redeemable at the option of the Company, in whole or in part, at $52.28 per share if redeemed on or after June 15, 1996, and thereafter at prices decreasing ratably annually to $50.00 per share on or after June 15, 2003, plus accrued and unpaid dividends to the redemption date. Dividends on the Series 2 Preferred are cumulative and are payable quarterly in arrears. Dividend payments were current at December 31, 1995 and 1994. The Series 2 Preferred also is exchangeable in whole, but not in part, at the option of the Company on any dividend payment date beginning June 15, 1996, for the Company's 6.50% Convertible Subordinated Debentures due 2018 (the "Debentures") at the rate of $50.00 principal amount of Debentures for each share of Series 2 Preferred. Interest on the Debentures, if issued, will be payable semiannually in arrears. The Debentures will, if issued, contain conversion and optional redemption provisions similar to those of the Series 2 Preferred and will be subject to a mandatory annual sinking fund redemption of five percent of the amount of Debentures initially issued, commencing June 15, 2003 (or the June 15 following their issuance, if later). At December 31, 1995, the Company is authorized to issue an additional 248,435 shares of $100 par value preferred stock and an additional 5,000,000 shares of no par value preferred stock. Upon issuance, the Board of Directors of the Company is to determine the specific terms and conditions of such preferred stock. 12. COMMITMENTS AND CONTINGENCIES OPERATING LEASES The Company leases certain property, plant and equipment under noncancelable operating leases. Future minimum payments on operating leases with initial or remaining terms of one year or more at December 31, 1995 are as follows:
(In Thousands) 1996 $ 2,192 1997 1,443 1998 1,191 1999 900 2000 872 After 2000 8,204 ------- $14,802 =======
F-23 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 12. COMMITMENTS AND CONTINGENCIES (CONTINUED) Rent expense under all operating lease agreements, including month-to-month leases, was $3,400,000 in 1995, $3,149,000 in 1994 and $2,595,000 in 1993. Renewal options are available under certain of the lease agreements for various periods at approximately the existing annual rental amounts. Rent expense paid to related parties was $90,000 in each 1995 and 1994 and $120,000 in 1993. DEBT GUARANTEE The Company has guaranteed approximately $2.6 million of indebtedness of a start-up aviation company in exchange for a 24% ownership interest, to which no value has been assigned as of December 31, 1995. The Company is, however, accruing losses of the aviation company based on its ownership percentage and, as a result, the Company has recorded losses of $590,000 in 1995 (none in 1994 or 1993) related to the debt guarantee. The debt guarantee relates to two note instruments, both of which require interest only payments through September 1996. One note, on which a subsidiary of the Company has guaranteed up to $600,000 of indebtedness, matures September 28, 1996. The other note, on which the Company has guaranteed up to $2 million, requires monthly principal payments of $11,111 plus interest beginning in October 1996 until it matures on August 8, 1999, at which time all outstanding principal and unpaid interest are due. In the event of default of this note, the Company is required to assume payments on the note with the term extended until August 2004. In November 1995, the start-up aviation company completed and test flew its first operational model. The aviation company expects to complete the Federal Aviation Authority certification process by mid-1997, at which time commercial production development may begin. It is expected that the aviation company will require additional external funding during such period, the source of which has not yet been determined (the Company has advanced $150,000 to the aviation company subsequent to December 31, 1995 and may provide additional amounts in future periods). If the aviation company is not successful in completing the certification process, obtaining additional external funding or selling a significant interest in the business to third parties, the Company is likely to become responsible for repayment of the $2.6 million indebtedness guarantee and may not be able to recover amounts advanced. F-24 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 12. COMMITMENTS AND CONTINGENCIES (CONTINUED) LEGAL MATTERS Following is a summary of certain legal actions involving the Company: A. In 1987, the U.S. Government notified one of the Company's subsidiaries, along with numerous other companies, of potential responsibility for clean-up of a waste disposal site in Oklahoma. No legal action has yet been filed. The amount of the Company's cost associated with the clean-up of the site is unknown due to continuing changes in (i) the estimated total cost of clean-up of the site and (ii) the percentage of the total waste which was alleged to have been contributed to the site by the Company, accordingly, no provision for any liability which may result has been made in the accompanying financial statements. The subsidiary's insurance carriers have been notified of this matter; however, the amount of possible coverage, if any, is not yet determinable. B. As a result of a preliminary environmental assessment report prepared by the State of Arkansas, the primary manufacturing facility of the Company's chemical business has been placed in the Environmental Protection Agency's ("EPA") tracking system of sites which are known or suspected to be a site of a release of hazardous waste (the "System"). Inclusion in the System does not represent a determination of liability or a finding that any response action is necessary. As a result of being placed in the System, the State of Arkansas performed a preliminary assessment and advised the Company that the site has had certain releases of contaminants. On July 18, 1994, the Company received a report from the State of Arkansas which contained findings of violations of certain environmental laws and requested the Company to conduct further investigations to better determine the compliance status of the Company and releases of contaminants at the site. On May 2, 1995, the Company signed a Consent Administrative Agreement ("Agreement") with the State of Arkansas. The Agreement provides for the Company to remediate and close a certain landfill, monitor groundwater for certain contaminants and depending on the results of the monitoring program to submit a remediation plan, upgrade certain equipment to reduce wastewater effluent, and pay a civil penalty of $25,000. Subsequent to the signing of the Agreement on May 2, 1995, the Company completed its remediation and closure activities and had the "Closure Certification Report" approved by the State of Arkansas. Post closure activities associated with the landfill closure are being implemented in accordance with the Agreement. The Company also submitted a "Groundwater Monitoring Work Plan" to the State of Arkansas which has been approved and the initial phase of field work has been completed. A work plan for the second phase of the monitoring has also been submitted and approved by the State of Arkansas. F-25 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 12. COMMITMENTS AND CONTINGENCIES (CONTINUED) On February 12, 1996, the Company entered into another Consent Administrative Agreement ("Agreement") to resolve certain compliance issues associated with nitric acid concentrations. The Company is currently investigating the feasibility of several options for installing additional pollution control equipment to reduce opacity and constituent emissions which impact opacity. The Company has been assessed a $50,000 civil penalty associated with the Agreement; however, the Company is planning to undertake one or more supplemental environmental projects in lieu of the penalty. The Company recorded a provision for environmental costs of $450,000 in 1994 and, as of December 31, 1995, the Company continues to have approximately $290,000 accrued for these environmental matters which the Company believes approximates the remaining costs to be incurred related thereto. Based on information presently available, the Company does not believe that compliance with these agreements should have a material adverse effect on the Company or the Company's financial condition. C. Subsequent to December 31, 1995, the Company was advised that one or more persons in the vicinity of the primary manufacturing facility of the Company's chemical business had retained legal counsel to bring a tort action against the chemical business claiming that certain of their alleged health issues were caused by air emissions from the manufacturing facility. The Company is unaware of the exact nature of these claims or the amount of damages that the claimants will allege as a result of such alleged injuries. The Company's insurance carrier has been notified of this matter. The Company, including its subsidiaries, is a party to various other claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of management after consultation with counsel, all claims, legal actions (including those described above) and complaints are adequately covered by insurance, or if not so covered, are without merit or are of such kind, or involve such amounts that unfavorable disposition would not have a material effect on the financial position of the Company, but could have a material impact to the net income of a particular quarter or year, if resolved unfavorably. OTHER In 1989 and 1991, the Company entered into severance agreements with certain of its executive officers that become effective after the occurrence of a change in control, as defined, if the Company terminates the officer's employment or if the officer terminates employment with the Company for good reason, as defined. These agreements require the Company to pay the executive officers an amount equal to 2.9 times their average annual base compensation, as defined, upon such termination. F-26 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 12. COMMITMENTS AND CONTINGENCIES (CONTINUED) The Company has retained certain risks associated with its operations, choosing to self-insure up to various specified amounts under its automobile, workers' compensation, health and general liability programs. The Company reviews such programs on at least an annual basis to balance the cost/benefit between its coverage and retained exposure. In 1995, in connection with the Company's purchase of a fifty percent (50%) equity interest in an energy conservation joint venture (the "Project"), the Company guaranteed the bonding company's exposure under the payment and performance bonds on the Project, which is approximately $17.9 million. As of December 31, 1995, the Project was approximately 30% complete and the Company expects it to be completed on schedule in 1996. Inasmuch as the Project is presently performing (and is expected to perform in future periods), no demand has been made on the Company's guarantee. 13. EMPLOYEE BENEFIT PLANS The Company sponsors a retirement plan under Section 401(k) of the Internal Revenue Code under which participation is available to substantially all full- time employees. The Company does not contribute to this plan, although it does pay for all costs associated with administering the plan, none of which are significant. 14. FAIR VALUE OF FINANCIAL INSTRUMENTS The following discussion of fair values is not indicative of the overall fair value of the Company's balance sheet since the provisions of the SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," do not apply to all assets, including intangibles. The following methods and assumptions were used by the Company in estimating its fair value of financial instruments: LOANS RECEIVABLE: For variable-rate loans with no significant change in credit risk since loan origination, fair values approximate carrying amounts. Fair values for fixed-rate loans are estimated using discounted cash flow analyses, using interest rates which would currently be offered for loans with similar terms to borrowers of similar credit quality and for the same remaining maturities. The fair values of loans which are collateral dependent for realization are estimated using the fair value of the underlying collateral. As of December 31, 1995 and 1994, fair values of loans receivable were approximately $18.2 million and $18.6 million, respectively. F-27 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 14. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) INVESTMENT IN EQUITY SECURITIES: Fair values of investments in equity securities of closely-held companies have not been determined as estimation of such values is not practicable (carrying cost of $802,000 in 1995 and 1994). BORROWED FUNDS: Fair values for fixed rate borrowings are estimated using a discounted cash flow analysis that applies interest rates currently being offered on borrowings of similar amounts and terms to those currently outstanding. Carrying values for variable rate borrowings approximate their fair value. As of December 31, 1995 and 1994, carrying values of long-term debt also approximated their estimated fair value. As of December 31, 1995, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated their estimated fair value. 15. SEGMENT INFORMATION The Company and its subsidiaries operate principally in four industries. CHEMICAL This segment manufactures and sells chemical products for mining, agricultural, electronic, paper and other industries. Production from the Company's primary manufacturing facility in El Dorado, Arkansas, comprises approximately 80% of the chemical segment's sales. Sales to customers of this segment, which primarily include coal mining companies throughout the United States and farmers in Texas, Missouri and Tennessee, are generally unsecured. The chemical business is subject to various federal, state and local environmental regulations. Although the Company has designed policies and procedures to help reduce or minimize the likelihood of significant chemical accidents and/or environmental contamination, there can be no assurances that the Company will not sustain a significant future operating loss related thereto. Further, the Company purchases substantial quantities of anhydrous ammonia for use in manufacturing its products. The pricing volatility of such raw material directly affects the operating profitability of the chemical segment. F-28 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 15. SEGMENT INFORMATION (CONTINUED) ENVIRONMENTAL CONTROL This business segment manufactures and sells, primarily from its various facilities in Oklahoma City, a variety of air handling and water source heat pump products for use in commercial and residential air conditioning and heating systems. The Company's various facilities in Oklahoma City comprise substantially all of the environment control operations. Sales to customers of this segment, which primarily include original equipment manufacturers, contractors and independent sales representatives located throughout the world, are generally secured by a mechanic's lien, except for sales to original equipment manufacturers, which are generally unsecured. INDUSTRIAL PRODUCTS This segment manufactures and purchases machine tools and purchases industrial supplies for sale to machine tool dealers and end users throughout the world. Sales of industrial supplies are generally unsecured, whereas the Company generally retains a security interest in machine tools sold until payment is received. The industrial products segment attempts to maintain a full line of certain product lines, which necessitates maintaining certain products in excess of management's successive year expected sales levels. Inasmuch as these products are not susceptible to rapid technological changes, management believes no loss will be incurred on disposition. AUTOMOTIVE PRODUCTS This segment manufactures and sells, generally on an unsecured basis, anti- friction bearings and other products for automotive applications to wholesalers, retailers and original equipment manufacturers located throughout the world. Net sales from the Company's primary facility in Oklahoma City comprises approximately 75% of the automotive products segment sales. At December 31, 1995, the automotive segment has $27.8 million of inventory, a portion of which is in excess of current requirements based on recent sales levels. Management has developed a program to reduce this inventory to desired levels over the near term and believes no significant loss will be incurred on disposition. Credit, which is generally unsecured, is extended to customers based on an evaluation of the customer's financial condition and other factors. Credit losses are provided for in the financial statements based on historical experience and periodic assessment of outstanding accounts F-29 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 15. SEGMENT INFORMATION (CONTINUED) receivable, particularly those accounts which are past due. The Company's periodic assessment of accounts and credit loss provisions are based on the Company's best estimate of amounts which are not recoverable. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company's customer bases, and their dispersion across many different industries and geographic areas. Information about the Company's operations in different industry segments for each of the three years in the period ended December 31, 1995 is detailed below.
1995 1994 1993 -------------------------------- (In Thousands) Sales: Chemical $136,903 $131,576 $114,952 Environmental Control 83,843 69,914 69,437 Industrial Products 13,375 11,222 19,714 Automotive Products 33,270 32,313 28,513 -------------------------------- $267,391 $245,025 $232,616 ================================ Gross profit: Chemical $ 26,050 $ 25,700 $ 27,557 Environmental Control 21,694 17,651 15,651 Industrial Products 2,953 1,316 5,160 Automotive Products 6,366 8,442 9,744 -------------------------------- $ 57,063 $ 53,109 $ 58,112 ================================ Operating profit (loss): Chemical $ 13,393 $ 12,809 $ 17,632 Environmental Control 4,630 3,512 3,900 Industrial Products (1,199) (4,155) 2,120 Automotive Products (3,704) (1,462) 2,528 -------------------------------- 13,120 10,704 26,180 General corporate expenses, (6,571) (3,472) (6,629) net Interest expense (10,131) (6,949) (7,507) -------------------------------- Income (loss) before $ (3,582) $ 283 $ 12,044 provision for income taxes ================================
F-30 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 15. SEGMENT INFORMATION (CONTINUED)
1995 1994 1993 -------------------------------- (In Thousands) Depreciation, depletion and amortization of property, plant and equipment: Chemical $ 4,532 $ 4,044 $ 3,696 ================================ Environmental Control $ 1,582 $ 1,427 $ 1,015 ================================ Industrial Products $ 124 $ 117 $ 118 ================================ Automotive Products $ 986 $ 785 $ 502 ================================ Additions to property, plant and equipment: Chemical $ 17,979 $ 15,532 $ 9,036 ================================ Environmental Control $ 447 $ 3,722 $ 1,584 ================================ Industrial Products $ 265 $ 74 $ 560 ================================ Automotive Products $ 1,341 $ 1,203 $ 1,875 ================================ Identifiable assets: Chemical $111,890 $ 94,972 $ 77,943 Environmental Control 41,331 40,660 38,389 Industrial Products 17,328 18,423 22,688 Automotive Products 43,872 38,369 31,650 -------------------------------- 214,421 192,424 170,670 Corporate assets 23,755 28,857 25,368 -------------------------------- Total assets $238,176 $221,281 $196,038 ================================
Revenues by industry segment include revenues from unaffiliated customers, as reported in the consolidated financial statements. Intersegment revenues, which are accounted for at transfer prices ranging from the cost of producing or acquiring the product or service to normal prices to unaffiliated customers, are not significant. F-31 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 15. SEGMENT INFORMATION (CONTINUED) Gross profit by industry segment represents net sales less cost of sales. Operating profit by industry segment represents revenues less operating expenses. In computing operating profit, none of the following items have been added or deducted: general corporate expenses, income taxes or interest expense. Identifiable assets by industry segment are those assets used in the operations in each industry. Corporate assets are those principally owned by the parent company or by subsidiaries not involved in the four identified industries. Revenues from unaffiliated customers include foreign export sales as follows:
GEOGRAPHIC AREA 1995 1994 1993 - ------------------------------------------------------------------- (In Thousands) Mexico and Central and South $ 5,955 $ 6,976 $ 6,419 America Canada 10,311 11,649 11,850 Slovakia 2,147 1,783 7,488 Other 16,300 16,195 11,100 --------------------------- $34,713 $36,603 $36,857 ===========================
F-32 LSB Industries, Inc. Supplementary Financial Data Quarterly Financial Data (Unaudited) (In Thousands, Except Per Share Amounts)
THREE MONTHS ENDED MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 ----------------------------------------------- 1995 Total revenues $65,931 $79,932 $65,525 $62,727 =============================================== Gross profit on net sales $16,142 $16,888 $12,976 $11,057 =============================================== Income (loss) from continuing operations $ 1,448 $ 1,503 $(1,801) $(4,882) =============================================== Net income (loss) $ 1,448 $ 1,503 $(1,801) $(4,882) =============================================== Net income (loss) applicable to common stock $ 629 $ 699 $(2,604) $(5,685) =============================================== Primary earnings (loss) per common share: Continuing operations $ .05 $ .05 $ (.20) $ (.43) =============================================== Net income (loss) $ .05 $ .05 $ (.20) $ (.43) =============================================== 1994 Total revenues $64,352 $69,744 $60,139 $55,734 =============================================== Gross profit on net sales $14,358 $15,230 $12,235 $11,286 =============================================== Income (loss) from continuing operations $ 1,858 $ 2,817 $ (913) $(2,773) =============================================== Net income (loss) $ 2,204 $27,255 $ (913) $(4,079) =============================================== Net income (loss) applicable to common stock $ 1,380 $26,447 $(1,718) $(4,877) =============================================== Primary earnings (loss) per common share: Continuing operations $ .07 $ .14 $ (.13) $ (.27) =============================================== Net income $ .10 $ 1.84 $ (.13) $ (.37) ===============================================
F-33 LSB Industries, Inc. Schedule II - Valuation and Qualifying Accounts Years ended December 31, 1995, 1994 and 1993 (Dollars in Thousands)
ADDITIONS DEDUCTIONS --------- ---------- CHARGED WRITE- BALANCE AT TO COSTS OFFS/ BALANCE BEGINNING AND COSTS AT END DESCRIPTION OF YEAR EXPENSES INCURRED OF YEAR - -------------------------------------------------------------------------------------------------- Allowance for doubtful accounts (1): 1995 $2,000 $1,696 $1,112 $2,584 ====================================================== 1994 $2,083 $1,468 $1,551 $2,000 ====================================================== 1993 $2,582 $ 439 $ 938 $2,083 ====================================================== Other assets: 1995 $1,150 $1,940 $ - $3,090 ====================================================== 1994 $ 500 $ 650 $ - $1,150 ====================================================== 1993 $ 500 $ - $ - $ 500 ====================================================== Product warranty liability: 1995 $ 689 $ 259 $ 249 $ 699 ====================================================== 1994 $ 653 $ 667 $ 631 $ 689 ====================================================== 1993 $ 613 $ 427 $ 387 $ 653 ======================================================
(1) Deducted in the balance sheet from the related assets to which the reserve applies. Other valuation and qualifying accounts are detailed in the Company's notes to consolidated financial statements. F-34
                          STOCK OPTION AGREEMENT                Exhibit 2.1


     This Stock Option Agreement ("Agreement") is made and entered into
effective as of the _____ day of ____________, 1995 ("Effective Date") by and
between ________________, an individual ("__________"), ______________, an
individual ("__________"), _____________________, an individual ("________") ( 
         ,                , and            are hereinafter collectively
referred to as the "Shareholders"), _____________, a ____________ corporation
("____"), and LSB Holdings, Inc., an Oklahoma corporation ("LSB").

                             R E C I T A L S:

     WHEREAS, the Shareholders own one hundred percent (100%) of the equity
shares of ____;

     WHEREAS, ____ is currently authorized to issue ________shares of common
stock and such common stock is the only class of stock issued and is the only
stock of ____ with voting rights;

     WHEREAS, a total of ________ shares of ____ common stock are currently
issued and outstanding;

     WHEREAS, _______ owns __________ percent (__%), _______ owns ________
percent (__%), and _______ owns ________ percent (__%), of ____;

     WHEREAS, LSB desires to obtain an option to purchase a total of eighty
percent (80%) of the shares of ____, upon the terms and conditions set forth
in this Agreement, so as to allow LSB to become the owner of eighty percent
(80%) of all issued and outstanding common stock of ____; 

     WHEREAS, ____ and LSB Industries, Inc., an affiliate of LSB, have
executed that certain Loan Agreement dated September 15, 1994 as amended (the
"Loan Agreement"), under which Loan Agreement LSB Industries, Inc. may make
advances at its sole discretion to ____ up to $___ Million (the "Loan").

     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, the Shareholders and LSB agree as
follows:

1.   Recitals.  The recitals set forth above shall be deemed a part of this
     Agreement and are incorporated herein by reference.


2.   Option.

     2.1  Purchase.  Subject to the terms and conditions contained herein,
     the Shareholders hereby grant to LSB the option (the "Option"),
     exercisable at any time during the Option Period (hereinafter defined)
     to purchase from the Shareholders ________ shares of ____'s common stock
     (constituting 80% of the shares of ____) (hereinafter collectively
     referred to as the "Subject Shares"), from the following individual
     Shareholders in accordance with the following schedule:

                                             Number of       
             ____                            ____ Shares
          Shareholder                        Subject to Purchase

          _______                                 _____
          _______                                 _____
          _______                                 _____
          TOTAL (80% of all                            _____
                 outstanding shares)


     For the purposes of this Agreement, the term "Participation Percentage"
     shall mean the following percentages for each of the Shareholders:

               Shareholder              Participation Percentage

               _______                            40%
               _______                            40%
               _______                             20%
                                                  ____
               TOTAL                                   100%

     2.2  Option Period.  This Option may be exercised by LSB at any time
     after the Effective Date and before 7:00 p.m. (Oklahoma City, Oklahoma
     time) on the date one (1) year after the Effective Date; provided,
     however, that the period in which this Option may be exercised may be
     extended for up to three (3) one-year periods (i.e., through the date
     four (4) years after Effective Date) by LSB's payment of $______ (the
     "Extension Payments") to the Shareholders in proportion to their
     Participating Percentages on or before the end of each one-year period
     (inclusively, the "Option Period").  Notwithstanding the preceding
     sentence, the Option Period may be shortened by the Shareholders in the
     event the "Preliminary Requirements" (hereinafter defined) have been met
     during the Option Period and LSB has received written notice from _____
     and the Shareholders that all Preliminary Requirements have been met
     (the "Option Notice").  Only upon the occurrence of the Preliminary
     Requirements and receipt of the Option Notice by LSB, LSB shall, at its
     sole discretion, within ninety (90) days of receipt of the Option
     Notice, either a) exercise this Option, or b) relinquish this Option.

     2.3  Method of Exercising Option.  This Option may be exercised at any
     time during the Option Period by LSB delivering written notice of such
     exercise to each Shareholder ("Exercise Notice"), which Exercise Notice
     shall include the date, time and place of the closing of the Purchase of
     the Subject Shares (the "Closing" or the "Closing Date").  The Closing
     Date shall be within sixty (60) days after the date of the Exercise
     Notice, but it need not be within the Option Period.

     2.4  Closing.  At the Closing of LSB's purchase of the Subject Shares,
     the Shareholders shall deliver to LSB the certificate(s) evidencing the
     Subject Shares, together with assignments separate from the
     certificate(s) endorsed in favor of LSB or its designee.  The Subject
     Shares shall be duly authorized, non-assessable, validly issued and
     delivered to LSB free and clear of all liens, restrictions, claims
     and/or agreements of any kind.  At the Closing, the Shareholders, ____
     and LSB shall also fulfill all other obligations set forth herein as
     items to occur at or before Closing.

     2.5  Option Price.  On the Effective Date, LSB shall pay Shareholders,
     in proportion to their Participation Percentage, the total amount of
     $_________.  LSB shall thereafter pay Shareholders, in proportion to
     their Participation Percentage, the total amount of $________ on or
     before each of the last days of the third, sixth, ninth and twelfth
     months after the execution of this Agreement by all parties (the "Option
     Price").  In the event the Option on the Subject Shares is relinquished
     by LSB, is not renewed, terminates for any reason or expires,
     Shareholders shall repay to LSB so much of the Option Price and any Pre-
     Payments (hereinafter defined) as LSB had paid to Shareholders, except
     for the first $________, but not to exceed $_________ (the "Repayment
     Obligation").  To secure such obligation, the Shareholders hereby grant
     to LSB a security interest in and to the Subject Shares and all
     remaining shares of ____ and a security interest in and to all the
     shares of ____ and, to the extent not restricted by other agreements,
     ____ grants to LSB a security interest in the stock of
     __________________ and ______, Inc. subsidiaries of ____ and the
     interest of ____ and/or __________________ in ___________.

     2.6  Exercise Price.  Upon delivery to LSB at the Closing of the
     certificate(s) evidencing the Subject Shares, and conditioned upon ____
     and the Shareholders fulfilling all obligations to take place at or
     before Closing, LSB agrees to pay the amount set forth below in Section
     2.6.1 (the "Exercise Price"), payable as reflected in Section 2.6.2
     below.

          2.6.1  Exercise Price.  The total Exercise Price to be paid to all
          Shareholders under this Agreement shall be the total amount of
          $____ Million (a) less the Option Price paid to Shareholders, (b)
          less any other payment made to Shareholders prior to Closing, and
          (c) less the $_________ advance payment made to Shareholders on or
          about November 15, 1994 ((b) and (c) collectively referred to as
          "Pre-Payments").

          2.6.2  Payment of Exercise Price.  LSB shall pay to the
          Shareholders, in proportion to their Participation Percentage, the
          total Exercise Price as follows:

                 (a)     If the Option is exercised on or before one (1)
                 year after the Effective Date, $___ Million (less the
                 Option Price paid to Shareholders and less any Pre-
                 Payments) shall be paid at Closing.  LSB shall also
                 deliver to Shareholders at Closing five (5) non-
                 negotiable promissory notes bearing interest at the rate
                 of seven percent (7%) per annum each in the principle
                 amount of $________.  Such Notes shall require a single
                 payment of principle and all accrued interest on their
                 respective maturity dates.  Such notes shall mature and
                 become due and payable one each on the first, second,
                 third, fourth and fifth anniversaries of the Closing
                 Date.

                 (b)     If the Option is exercised on or before two (2)
                 years but later than one (1) year after the Effective
                 Date, $___ Million (less the Option Price paid to
                 Shareholders and less any Pre-Payments) shall be paid at
                 Closing.  LSB shall also deliver to Shareholders at
                 Closing four (4) non-negotiable promissory notes bearing
                 interest at the rate of seven percent (7%) per annum each
                 in the principle amount of $________.  Such notes shall
                 require a single payment of principle and all accrued
                 interest on each of their respective maturity dates. 
                 Such notes shall mature and become due and payable one
                 each on the first, second, third and fourth anniversaries
                 of the Closing Date.

                 (c)     If the Option is exercised on or before three
                 (3) years but less than two (2) years after the Effective
                 Date, $___ Million (less the Option Price paid to
                 Shareholders and less any Pre-Payments) shall be paid at
                 Closing.  LSB shall also deliver to Shareholders at
                 Closing three (3) non-negotiable promissory notes bearing
                 interest at the rate of seven percent (7%) per annum in
                 the principle amount of $__________.  Such notes shall
                 require a single payment of principle and all accrued
                 interest on each of their respective maturity dates. 
                 Such notes shall mature and become due and payable one
                 each on the first, second and third anniversaries of the
                 Closing Date.

                 (d)     If the Option is exercised on or before four (4)
                 years but less than three (3) years after the Effective
                 Date, $___ Million (less the Option Price paid to
                 Shareholders and less any Pre-Payments) shall be paid at
                 Closing.  LSB shall also deliver to Shareholders at
                 Closing two (2) non-negotiable promissory notes bearing
                 interest at the rate of seven percent (7%) per annum in
                 the principle amount of $________.  Such notes shall
                 require a single payment of principle and accrued
                 interest on each of their respective maturity dates. 
                 Such notes shall mature and become due and payable one
                 each on the first and second anniversaries of the Closing
                 Date.

          The promissory notes as referenced in subsections 2.6.2 (a)
          through (d) above shall be dated and delivered to Shareholders at
          Closing and may be separately issued, at the option of the
          Shareholders, to _______, _______ and _______ in accordance with
          their respective Participation Percentages(said promissory notes
          shall be collectively referred to as the "Shareholders' Notes"). 
          Notwithstanding anything that may appear to the contrary in this
          Agreement, the Exercise Price, the Pre-Payments and the Option
          Price shall under no circumstances exceed a total of $__ Million
          plus interest on any promissory notes delivered as part of the
          Exercise Price.

          2.6.3  Replacement Notes.  To the extent not paid or reduced by set
          off or otherwise, LSB shall replace all unpaid non-negotiable
          promissory notes to be delivered under 2.6.2(a), (b), (c) or (d)
          above with negotiable promissory notes upon the following events
          occurring at the same time:

               (a)  Tender of Notes.  Shareholders tender all the unpaid
               original non-negotiable notes to LSB for replacement (the
               date of such tender is referred to herein as the "Tender
               Date").

               (b)  ________________Project.  The contracts associated
               with ___________ Project or another project of equal or
               greater value, that generates equal or greater net revenues
               (the "Replacement Project"), including the financing
               therefore from a bona fide lender, shall have been fully
               closed as of the Tender Date, without any conditions
               remaining to be fulfilled.

               (c)  Net Revenues.  The "Interim Net Present Value"
               (defined below) shall be $___ Million or greater, measured
               as of one (1) month prior to the Tender Date, but not
               earlier than one (1) year following completion of
               construction of the ____________ Project or the Replacement
               Project (the "Interim Measurement Date").  For purposes of
               this Section 2.6.3.(c), "Interim Net Present Value" means
               the present value of eighty percent (80%) of ____'s interest
               in the net revenues attributable to _____________________
               under the contracts on the ________ Project and the
               __________Project (or the Replacement Project) calculated as
               of the Effective Date using a ten percent (10%) discount
               rate and using the _________________ attributable to the
               respective contracts during the one (1) full year period
               prior to the Interim Measurement Date as the basis for
               determining the amount of _________________ for the
               respective contracts after the Interim Measurement Date.

               (d)  Net Worth.  As of the Tender Date, ____'s net worth is
               a positive value.

               (e)  No Defaults.  As of the Tender Date, no defaults exist
               or are expected to exist under any material agreement to
               which ____ or its affiliates are a party.

               (f)  Profit and Loss Statement.  As of the Tender Date, ___
               's consolidated profit and loss statement for the previous
               twelve (12) months reflects a positive value.

3.   Preliminary Requirements.  For purposes of accelerating the Option
     Period under Section 2.2 above, the following requirements (the
     "Preliminary Requirements") must be met at the same time and evidenced
     by copies of written documentation provided to LSB with the Option
     Notice (the date LSB receives the Option Notice is referred to herein as
     the "Option Date"):

     3.1  ___________Project.  The contracts associated with the ___________
          Project (or the Replacement Project), including the financing
          therefore from a bona fide lender, shall have been fully closed as
          of the Option Date, without any conditions remaining to be
          fulfilled.

     3.2  Net Revenues.  The "Option Net Present Value" (defined below)
          shall be $___ Million or greater, measured as of one (1) month
          prior to the Option Date, but not earlier than one (1) year
          following completion of construction of the ____________ Project
          or the Replacement Project (the "Option Measurement Date").  For
          purposes of this Section 3.2, "Option Net Present Value" means the
          present value of eighty percent (80%) of ____'s interest in the
          net revenues attributable to the ___________________ under
          contracts on the ___________ Project and the ____________ Project
          (or the Replacement Project) calculated as of the Effective Date
          using a ten percent (10%) discount rate and using the
          _________________ attributable to the respective contracts during
          the one (1) full year period prior to the Option Measurement Date
          as the basis for determining the amount of _________________ for
          the respective contracts after the Option Measurement Date.

     3.3  Net Worth.  As of the Option Date, ____'s net worth is a positive
          value.

     3.4  No Defaults.  As of the Option Date, no defaults exist or are
          expected to exist under any material agreement to which ____ or
          its affiliates are a party.

     3.5  Profit and Loss Statement.  As of the Option Date, ____'s
          consolidated profit and loss statement for the previous twelve
          (12) months reflects a positive value.

4.   Representations & Warranties of Shareholders and     .  The Shareholders
     and      jointly and severally represent and warrant to LSB as follows:

     4.1  The Subject Shares. The Shareholders own and have full and valid
          title to the Subject Shares free and clear of all liens, security
          interests, claims and encumbrances, and have good right and
          authority to sell the same.

     4.2  ____ Stock.  _____ is currently authorized to issue _______ shares
          of common stock, and such shares of common stock are the only
          stock of ____ which have voting rights.  There are _________
          shares of ____ common stock currently issued and such are all
          outstanding in the names and amount stated in Section 2.1 above,
          and such shall be the only outstanding shares of ____ common stock
          as of the Closing Date.

     4.3  No Subscriptions, etc.  There are no outstanding subscriptions,
          options, rights, warrants, calls, commitments or agreements
          relating to the Subject Shares or any authorized but unissued
          shares of ____.

     4.4  Shareholder's Authority for Agreement.  Each Shareholder has full
          and requisite power and authority to deliver this Agreement and to
          perform its obligations hereunder.  The execution and delivery of
          this Agreement and the consummation of the transactions
          contemplated hereby have been duly authorized by the requisite
          actions and this Agreement constitutes the valid and legally
          binding obligation of each Shareholder enforceable against each of
          the respective Shareholder in accordance with its terms.  The
          execution and delivery of this Agreement and the consummation of
          the transactions contemplated hereby will not conflict with or
          result in any violation of, or default under, any provision of the
          formation documents of ____ or with any other agreement or
          document to which any Shareholder is a party.

     4.5  Corporate Status and Authority.  ____ is a corporation duly
          organized and existing and in good standing under the laws of the
          State of ____________.  ____ has full power and authority to own
          and operate its properties and to carry on its business all as,
          and in the places where, such properties are now owned or operated
          or such businesses are conducted.  ____ is duly qualified to do
          business and is in good standing in every jurisdiction in which
          the nature of the property owned or leased or the nature of the
          business conducted by ____ makes such qualification necessary.

     4.6  Subsidiaries.  ____ is not a partner in any partnership or joint
          venture and has only two subsidiaries:  ___________________
          ("__________") being a ____________ corporation that is wholly
          owned by ____; and, ______, Inc. ("_____"), being a ___________
          corporation certified to do business in __________ that is wholly
          owned by ____.  ____'s interest in both _________ and _____ are
          included in the Purchase Price, for no additional consideration. 
          _______, Inc. has no subsidiaries and is a partner in only one
          partnership or joint venture:  _____________________ a ___________
          limited partnership in which _____ is a __% general partner and a
          __% limited partner and, which interest is included in the
          Purchase Price, for no additional consideration.  ____ is also in
          the process of forming a __________ corporation to be known as
          ____________ ("___________"), which will be a wholly owned
          subsidiary of      and which is included in the Purchase Price for
          no additional consideration.  ____________ is contemplating the
          negotiation of a __% joint venturer/partnership with a wholly
          owned subsidiary of _____________________ to be known as
          ____________________, when and if such joint venture/ partnership
          is formed, which interest is included in the Purchase Price, for
          no additional consideration; provided, however, Shareholders and
          ____ agree that the joint venture/partnership contemplated with
          _______________________ shall not be formed or agreed to prior to
          Closing without LSB's prior written approval of the terms of such
          joint venture/partnership.  All representations or warranties
          under this Agreement also apply to those subsidiaries,
          partnerships or joint ventures reflected above.

     4.7  Financial Statements.  ____ has heretofore delivered to LSB its
          consolidated unaudited financial statements (the "Unaudited
          Financials") of ____ and subsidiaries as of December 31, 1994,
          including a Balance Sheet as of December 31, 1994 and statement of
          operations for the six months ended December 31, 1994, and ____
          will continue to furnish such financial information to LSB as of
          the end of each month thereafter until the Closing.  The Unaudited
          Financials have been prepared by the management of ____ and fairly
          present the financial position of ____ and its subsidiaries at
          December 31, 1994 and the results of operations for the six months
          then ended and as of the end of each subsequent month for which
          such Unaudited Financials are provided.

     4.8  Undisclosed Liabilities.  On the Closing Date, ____ and its
          subsidiaries and affiliates, will not be subject to any debts,
          liabilities or obligations of any nature, whether accrued,
          absolute, contingent or other, and whether due or to become due,
          including, but not limited to, liabilities or obligations on
          account of taxes (except ad valorem taxes accruing after December
          31, 1994) constituting a lien but not yet due and payable, other
          governmental charges, duties, penalties or fines, and there is no
          valid basis for the assertion against ____ or its subsidiaries or
          affiliates of any such debt, liability or obligation other than
          those (i) reflected in the Unaudited Financials, (ii) which arise
          under obligations disclosed herein or (iii) which are pursuant to
          obligations arising in the ordinary course of the business of ____
          or its subsidiaries or affiliates consistent with those
          obligations reflected by the Additional Unaudited Financials
          provided to LSB pursuant to Section 6.5 below.

     4.9  Changes in Condition.  There has not been since December 31, 1994,
          (i) any change in the condition (financial or other) in or of the
          properties, assets, liabilities, or business of ____ or its
          subsidiaries or affiliates, except changes in the ordinary course
          of business which have not in any one case or in the aggregate
          been materially adverse, (ii) any damage, destruction or loss
          (whether or not covered by insurance) materially and adversely
          affecting the properties, assets, or business of ____ or its
          subsidiaries or affiliates, (iii) any change in the accounting
          methods or practices followed by ____ or its subsidiaries or
          affiliates or any change in depreciation or amortization policies
          or rates heretofore adopted, (iv) any sale, lease, abandonment or
          other disposition by ____ or its subsidiaries or affiliates of any
          interest in real property, or, other than in the ordinary course
          of business, of any machinery, equipment or other operating
          property or any sale, assignment, transfer, license or other
          disposition by ____ of any intangible asset, (v) any declaration
          setting aside or payment of any dividend or other distribution on
          or in respect of the Subject Shares, or any direct or indirect
          redemption, retirement, purchase or other acquisition by ____ of
          any of the Subject Shares, or (vi) any change in the Articles of
          Incorporation or By-laws of ____ or its subsidiaries or
          affiliates, or (vii) any other occurrence, event or condition
          which materially adversely affects or may materially adversely
          affect the properties, assets, or business of ____ or its
          subsidiaries or affiliates.  

     4.10 Taxes.  ____ or its subsidiaries or affiliates have duly and
          timely filed all tax returns required to be filed, and have paid
          all taxes shown to be due and payable on all such returns, all
          assessments notice of which has been received by any of them, and
          all other taxes, governmental charges, duties, penalties, interest
          and fines due and payable by any of them on or before the Closing
          Date.  There are no agreements, waivers or other arrangements
          providing for an extension of time with respect to the filing of
          any tax returns by ____ or its subsidiaries or affiliates, or the
          payment by, or assessment against, ____ or its subsidiaries or
          affiliates of any tax, governmental charge, duty or deficiency. 
          There are no suits, actions, claims, investigations, inquiries or
          proceedings threatened or now pending against ____ or its
          subsidiaries or affiliates in respect to taxes, governmental
          charges, duties or assessments, or any matters under discussion
          with any governmental authority relating to taxes, governmental
          charges, duties or assessments, or any claims for additional
          taxes, governmental charges, duties or assessments asserted by any
          such authority.  The reserves made for taxes, governmental charges
          and duties on the Financials and the Unaudited Financials are
          sufficient for the payment of all unpaid taxes, governmental
          charges and duties payable by ____ or its subsidiaries or
          affiliates attributable to all periods ended on or before the date
          of the Unaudited Financials.  ____ and its subsidiaries and
          affiliates have withheld or collected on each payment made to each
          of its employees the amount of all taxes (including, but not
          limited to, federal income taxes, Federal Insurance Contribution
          Act taxes and state and local income and wage taxes) required to
          be withheld or collected therefrom and has paid the same to the
          proper tax receiving officers.

     4.11 Real Property.  Neither ____ nor its subsidiaries or affiliates
          owns any real property or interest therein except ____ has a
          leasehold interest of its office space at
          ____________________________________________.

     4.12 Title to Personal Property.  ____ and its subsidiaries and
          affiliates have good and marketable title to all tangible personal
          property which each owns, including, but not limited to, that
          reflected on the Unaudited Financials (except as disposed of since
          the date of the Unaudited Financials in the ordinary course of
          business and without involving any misrepresentation or breach of
          warranty or covenant under this Agreement).

     4.13 Plant, Buildings, Machinery and Equipment. All buildings, offices,
          shops and other structures and all machinery, equipment, software,
          computer hardware and general intangibles, fixtures, vehicles and
          other properties owned, leased or used by either ____ and its
          subsidiaries and affiliates (whether under their control or the
          control of others) are in good operating condition and repair and
          are adequate and sufficient for all operations.  ____ and its
          subsidiaries and affiliates own all computer software and
          hardware, furniture, fixtures, machinery, equipment and other
          assets required in the business of _____ and its subsidiaries and
          affiliates as now being conducted.

     4.14 Regulatory Compliance.  None of the real or personal properties
          owned, leased, occupied or operated by ____ or its subsidiaries or
          affiliates, or the ownership, leasing, occupancy or operation
          thereof, is in violation of any law or any building, zoning,
          environmental or other ordinance, code, rule or regulation, and no
          notice from any governmental body or other person has been served
          upon ____ or its subsidiaries or affiliates or upon any property
          owned, leased, occupied or operated by ____ or its subsidiaries or
          affiliates claiming any violation of any such law, ordinance,
          code, rule or regulation or requiring, or calling attention to the
          need for, any work, repairs, construction, alterations or
          installation an or in connection with such property which has not
          been complied with.  ____ and its subsidiaries and affiliates have
          the right to use their properties for all material operations
          conducted by it.  ____ and its subsidiaries and affiliates are in
          compliance with all rules, regulations and laws that pertain to
          the conduct of their business and ____ and its subsidiaries and
          affiliates are not aware of or have received any notice charging   
            or its subsidiaries or affiliates with such violations. 
          Further, neither ____ nor its subsidiaries or affiliates, to the
          best knowledge of the Shareholders, are under extraordinary
          investigation by any governmental or industry regulatory body for
          any reason.

     4.15 Accounts.  All account receivables of ____ and its subsidiaries
          and affiliates which are reflected in the Unaudited Financials and
          those owned by ____ and its subsidiaries and affiliates on the
          Closing Date are and will be good and collectible except to the
          extent charged off each month in accordance with its normal
          accounting practices, consistently applied.

     4.16 Inventory.  All items, if any, contained in the inventory of ____
          and its subsidiaries and affiliates, as reflected in the Unaudited
          Financials and as owned on the Closing Date are of a quality and
          quantity salable or usable in the ordinary course of ____'s and
          its subsidiaries' and affiliates' business at customary retail or
          wholesale prices; and the values of such inventory reflect
          write-downs to realizable market value in the case of items which
          had become obsolete or were unsalable except at prices less than
          cost through regular distribution channels in the ordinary course
          of ____'s and its subsidiaries'  and affiliates' business.

     4.17 Patents, Trademarks, Etc.  Neither ____ nor its subsidiaries or
          affiliates infringe on any patents, trademarks, trade names, brand
          names or copyrights of any third party.

     4.18 New Developments.  There are no new developments in any business
          conducted by      or its subsidiaries or affiliates, nor any new
          or improved methods, materials, products, processes or services
          useful in connection with the business of ____ or its subsidiaries
          or affiliates as presently conducted, which may adversely affect
          the properties, assets or business of ____ or its subsidiaries or
          affiliates.

     4.19 Competition.  Neither ____ nor its subsidiaries or affiliates nor
          any of their officers or employees have entered into any agreement
          relating to the business of ____ or its subsidiaries or affiliates
          containing any prohibition or restriction of competition or
          solicitation of customers with any person, corporation,
          partnership, firm, association or business organization, entity or
          enterprise which is now in effect.

     4.20 Contractual Obligations.  The Shareholders, ____ and their
          respective subsidiaries or affiliates have or will have prior to
          Closing furnished LSB for its examination (i) a list of all
          written or oral contracts, commitments, agreements and other
          contractual obligations (not otherwise described herein) to which
          ____ or its subsidiaries or affiliates are a party or by which
          their properties or assets are bound, affecting either ____ or its
          subsidiaries or affiliates, including, without limitation, all
          labor agreements, employment contracts, leases, notes and other
          evidence of indebtedness, pension and profit sharing and other
          employee benefit plans or agreements, insurance policies and
          contracts, and agreements obligating ____ to expend any
          substantial amount of money or acquire or dispose of any
          substantial amount of property, and (ii) a list of all
          governmental or court approvals and third party contractual
          consents required in order to consummate the transactions
          contemplated by this Agreement. 

     4.21 Compliance with Obligations.  Neither ____ nor its subsidiaries or
          affiliates is, nor is either alleged to be, in default under, or
          in breach of any term or provision of, any contract, agreement,
          lease, license, commitment, loan, instrument or obligation.  No
          other party to any contract, agreement, lease, license,
          commitment, loan, instrument or obligation to which _____ or its
          subsidiaries or affiliates is a party is in default thereunder or
          in breach of any term or provision thereof.  There exists no
          condition or event which, after notice or lapse of time or both,
          would constitute a default by any party to any such contract,
          agreement, lease, license, commitment, instrument or obligation.

     4.22 Litigation. There is no suit, action or claim, no investigation or
          inquiry by any administrative agency or governmental body, and no
          legal, administrative or arbitration proceeding pending or
          threatened against ____ or its subsidiaries or affiliates or any
          of their properties, assets, or business or to which it is or
          might become a party , and there is no valid basis for any such
          suit, action, claim, investigation, inquiry or proceeding.  There
          is no outstanding order, writ, injunction or decree of any court,
          any administrative agency or governmental body or arbitration
          tribunal against or affecting ____ or its subsidiaries or
          affiliates or any of the capital stock, properties, assets, or
          business of ____ or its subsidiaries or affiliates.

     4.23 Licenses and Permits.  ____ and its subsidiaries and affiliates
          have all governmental licenses and permits necessary to conduct
          their business and to operate their properties and assets, and
          such licenses and permits are in full force and effect.  No
          violations exist or have been recorded in respect of any
          governmental license or permit of ____ or its subsidiaries or
          affiliates.  No proceeding is pending or threatened looking toward
          the revocation or limitation of any such governmental license or
          permit and there is no valid basis for any such revocation or
          limitation.  ____ and its subsidiaries and affiliates have
          complied with all laws, rules, regulations, ordinances, codes,
          orders, licenses, concessions and permits relating to any of their
          properties or applicable to their business including, but not
          limited to, the labor, environmental and antitrust laws.

     4.24 Labor Disputes.  Since June 30, 1994, there has not been any
          matter under discussion with any labor union or any strike, work
          stoppage or labor trouble relating to employees of ____ or its
          subsidiaries or affiliates.  Since June 30, 1994, there has not
          been any change in the relationship or course of dealing between
          ____ or its subsidiaries or affiliates and any of their suppliers
          or customers which has had or could have a material adverse effect
          on their business.

     4.25 Employee Compensation.  An accurate list of (a) the name and the
          current annual salary and other compensation or the rate of
          compensation payable by ____ or its subsidiaries or affiliates to
          each of their officers and each employee whose current total
          annual compensation or estimated compensation (including, but not
          limited to, normal bonus, profit sharing and other extra
          compensation) is $_________ or more, and (b) each loan or advance
          (other than routine travel advances repaid or formally accounted
          for within 60 days and routine vacation advances and routine
          credit card advances) made by ____ or its subsidiaries or
          affiliates to any director, officer or employee of ____ or its
          subsidiaries or affiliates outstanding and unpaid as of the date
          of this Agreement and the current status thereof, will be provided
          LSB by the Shareholders prior to the Closing Date.  Since June 30,
          1994 through the effective date of the list to be provided above,
          there has not been any increase in the total compensation payable
          or to become payable by ____ or its subsidiaries or affiliates to
          each such person referenced in such list or any general increase,
          in the total compensation or rate of total compensation payable or
          to become payable by ____ or its subsidiaries or affiliates to
          salaried employees other than those specified in such list or to
          hourly employees ("general increase" for purposes of this Section
          means any increase generally applicable to a class or group of
          employees and not including increases granted to individual
          employees for merit, length of service, change in position or
          responsibility or other reasons applicable to specific employees
          and not generally to a class or group thereof) other than as set
          forth in ____'s or its subsidiaries' or affiliates' books and
          records.

     4.26 Insurance.  ____ and its subsidiaries and affiliates maintain
          adequate insurance on their properties, assets, business and
          personnel. Neither ____ nor its subsidiaries or affiliates are in
          default with respect to any provision contained in any insurance
          policy, and they have not failed to give any notice or present any
          claim under any insurance policy in due and timely fashion.

     4.27 No Default.  The execution and delivery of this Agreement and the
          consummation of the transactions contemplated hereunder will not
          (a) result in the breach of any of the terms or conditions of, or
          constitute a default under, the Articles of Incorporation or the
          By-Laws of or the formation documents of ____ or its subsidiaries
          or affiliates or any contract, agreement, commitment, indenture,
          mortgage, pledge agreement, note, bond, license or other
          instrument or obligation to which ____ or its subsidiaries or
          affiliates or any shareholder is now a party or by which ____ or
          its subsidiaries or affiliates or any of the properties or assets
          of ____ or its subsidiaries or affiliates may be bound or
          affected, or (b) violate any law, or any rule or regulation of any
          administrative agency or governmental body, or any order, writ,
          injunction or decree of any court, administrative agency or
          governmental body. 

     4.28 Customers and Suppliers.  No facts are known indicating that any
          customer or supplier of ____ or its subsidiaries or affiliates
          intends to cease doing business with ____ or its subsidiaries or
          affiliates or to materially alter the amount of business that they
          are presently or have historically done with ____ or its
          subsidiaries or affiliates.

     4.29 Conflicts of Interest.  No director, officer or employee of _____
          or its subsidiaries or affiliates, including the Shareholders,
          control or are an employee, officer, director, agent or owner of
          any corporation, firm, association, partnership or other
          businesses entity which is a competitor, supplier or customer of
          ____ or its subsidiaries or affiliates.

     4.30 Full Disclosure.  No representation or warranty of ____ or its
          subsidiaries or affiliates under this Agreement contains or will
          contain any untrue statement of a material fact or omits or will
          omit any material fact necessary to make the statements herein not
          misleading.

     4.31 Value of__________and______________.  Exhibit "A" accurately
          reflects the net revenue expected to be derived from the
          _____________ and __________ projects as well as ____'s share of
          such net revenues from those projects.

     4.32 _________Regulations.  In the event any state or federal law, rule
          or regulation addressing the use of ______ is adopted, ____ and
          its subsidiaries and affiliates have not entered into any
          agreement or understanding, and will not enter into any such
          agreement or understanding prior to Closing, which would require
          any of them to replace or make any modifications to any _____-
          utilizing equipment which they may have sold or installed, intend
          to sell or install or may be maintaining.

     4.33 No Obligations to Repay Debts Related to____________Project. 
          ______ and its subsidiaries (other than _____) or affiliates has
          no responsibility, obligation or liability to pay any debts or
          obligations of _____ including, without limitation, any debt to
          any lender of _____ or to any partner of _____ related to the
          _________ project.

     4.34      Obligations.  No officer, director, or shareholder of LSB,
               LSB Industries, Inc. and their subsidiaries or affiliates
               shall have any personal liability or obligation to      or
               its subsidiaries or affiliates, or any other person or
               entity under the terms of this Agreement or under any
               expressed or implied obligation, concept, principle or legal
               theory.

5.   Representations and Warranties of Buyer. LSB represents and warrants to
     the Shareholders as follows: 

     5.1  Organization.  LSB is an Oklahoma corporation duly organized,
          validly existing and in good standing under the laws of the State
          of Oklahoma and has the corporate power to enter into and to carry
          out the terms and provisions of this Agreement.

     5.2  Agreement Authorized.  The execution, delivery and performance of
          this Agreement by LSB has been authorized by all requisite
          corporate action on the part of LSB and will not conflict with or
          result in any breach in the terms, conditions or provisions of
          LSB's corporate charter, by-laws or any other instrument to which
          LSB is a party.

     5.3  Securities Law Restrictions.  LSB, will, within the meaning of the
          Securities Act of 1933, acquire the Subject Shares for investment
          and not with a view to the sale or distribution thereof. 

6.   Additional Agreements of Parties.

     6.1  Changes in Directors of_____.  On the Closing Date, the
          Shareholders will cooperate with LSB in arranging to have
          available immediately after the Closing the transfer books of ____
          and its subsidiaries and affiliates and to cause such action to be
          taken by the officers and directors of ____ and its subsidiaries
          and affiliates as may be required in order that the Subject Shares
          delivered hereunder may forthwith be transferred of record to LSB
          or its designee and in order that LSB or its designee may cause
          such changes to be effected in the Board of Directors and officers
          of ____ and its subsidiaries and affiliates as LSB or its designee
          may desire.  During the period after the date of this Agreement
          through the Closing Date, and upon the request of LSB, LSB shall
          be allowed to appoint at least one-third of the number of
          Directors of ____.  During the period after the date of this
          Agreement through the Closing Date, ____ shall not have more than
          three (3) directors, unless authorized by LSB. 

     6.2  Conduct of Business.  From June 30, 1994 to the Closing Date, the
          Shareholders and ____ agree that ____, _____, _________ and their
          respective subsidiaries and affiliates shall operate only in the
          ordinary course and, in particular, shall not engage in any of the
          following activities without LSB's prior written consent:

          6.2.1  Cancel or permit any insurance to lapse or terminate, unless
                 renewed or replaced by like coverage; 

          6.2.2  Change its Certificate of Incorporation or Bylaws;

          6.2.3  Default under any material contract, agreement, commitment
                 or undertaking of any kind;

          6.2.4  Violate or fail to comply with all laws applicable to it or
                 its properties or business, to the extent that the violation
                 or failure to comply would have a materially adverse effect
                 on ____ or its subsidiaries or affiliates;

          6.2.5  Commit any act or permit the occurrence of any event or the
                 existence of any condition prohibited by the terms of this
                 Agreement;

          6.2.6  Enter into any material contract, agreement or other
                 commitment;

          6.2.7  Fail to maintain and repair its assets in accordance with
                 good standards of maintenance and as required in any leases
                 or other agreements pertaining to its assets; or

          6.2.8  Merge, consolidate or agree to merge or consolidate with or
                 into any other corporation.

          6.2.9  Issue any stock to anyone other than LSB.

          6.2.10 Create or assume any indebtedness.
          6.2.11 Sell, encumber or otherwise dispose of, or grant any
                 security interest in or encumbrance on, any of their
                 assets.

          6.2.12 Enter into or implement any employee benefit plan.

          6.2.13 Enter into any employment, consulting or similar contract
                 for or on their behalf.

          6.2.14 Increase the compensation, deferred compensation or
                 benefits payable to any employee, officer or commissioned
                 agent more than five percent (5%).

          6.2.15 Take any action or, by inaction, permit any action to be
                 taken or event to occur, which would cause any
                 representation or warranty made in or pursuant to this
                 Agreement to be untrue as of the Closing.

          6.2.16 Remove any assets other than those recorded in their
                 books and records as a sale in the ordinary course of
                 business at fair market value price.

          6.2.17 Take any action that could impair the collectibility of
                 any of their accounts.

          6.2.18 Shall not encumber, sell, convey, assign or otherwise
                 transfer to any person or entity whomsoever, other than
                 LSB, any of the shares of, or interest in, ____, or any
                 subsidiary or affiliate of _____ or any part or interest
                 therein.

          6.2.19 Enter into any agreement with respect to any of the
                 foregoing.

     6.3  Access to Information.  From and after the date of this agreement,
          the Shareholders, ____, ____, _________ and _____  shall give LSB,
          its legal counsel, accountants and other representatives, upon
          receipt of reasonable notice in writing, full and free access to
          all of the employees, properties, books, contracts, commitments
          and records of ____, _____, _________ and _____  in order to give
          LSB the full opportunity to make an investigation of the affairs
          of _____, _____, _________ and _____, as long as the investigation
          occurs only during the regular business hours of ____, ____,
          _________ and _____ and does not interfere unreasonably with the
          operation of ____, ____, _________ and _____.  Any investigation
          (whether heretofore conducted or to be conducted) and the
          information acquired therefrom shall not affect the
          representations and warranties of Shareholders and ____ contained
          in this Agreement.

     6.4  Preservation of Business Organization.  The Shareholders and ____
          shall (i) use their best efforts to preserve for ____ and its
          subsidiaries and affiliates the business organization, corporate
          existence and qualification, and good standing in all states
          necessary to conduct their business and own their property, (ii)
          keep available to LSB the services of the respective officers and
          employees of ____ and its subsidiaries and affiliates, and (iii)
          preserve for LSB the existing relationship of ____ and its
          subsidiaries and affiliates with all suppliers, customers and
          others having business relations with ____ and its subsidiaries
          and affiliates.

     6.5  Additional Financial Statements.  ____, not less than fifteen (15)
          days of the date of this Agreement will deliver to LSB unaudited
          financial statements of ____, including a Balance Sheet as of
          February 28, 1995, and Statement of Operations for the eight (8)
          months ended February 28, 1995 and shall continue to timely
          provide the same as of the last day of each month thereafter until
          Closing and shall provide such monthly financials on or before the
          fifteenth (15th) day of the following month (collectively the
          "Additional Unaudited Financials").  The Additional Unaudited
          Financials will have been prepared in accordance with generally
          accepted accounting principles, consistently applied, will have
          been prepared by the management of ____ and will fairly present
          the financial position and results of operations of ____ as of
          February 28, 1995, and as of the end of each month thereafter.

     6.6  Materiality. The parties hereto agree that for purposes of this
          agreement, an occurrence, event or condition shall be deemed
          "materially adverse" if it results in a reduction of stockholder's
          equity of ____ or its subsidiaries or affiliates in excess of
          $_________.

     6.7  Confidential Information.  Each Shareholder acknowledges and
          agrees that ____ has developed and uses various proprietary and
          confidential practices and methods of conducting business,
          information and data, and computer software and data bases.  In
          particular, each Shareholder acknowledges that ____ has developed
          specialized business methods, techniques, plans, know-how and
          manners of operations; budgets, financing and accounting
          techniques and projections; cost information on products and
          services; advertising, proposals, applications, marketing
          materials and concepts; customer files, customer lists and other
          non-public information regarding customers; methods for developing
          and maintaining business relationships with customers and
          prospective customers; customer and prospect lists; copies of
          previous insurance policies and renewal dates; procedure manuals;
          and employee training and review programs and techniques.  The
          foregoing information, software, documents, practices, and methods
          of conducting business shall hereinafter be referred to as the
          "Confidential Information."  Each Shareholder agrees that the
          Confidential Information is a trade secret of ____, which shall
          remain the sole property of ____, notwithstanding that each
          Shareholder may have participated in the development of the
          Confidential Information.  During the term of this Agreement and
          at all times thereafter for perpetuity, each Shareholder shall not
          communicate, divulge, disclose, use to the detriment of ____ or
          use for Shareholders own benefit or for the benefit of any other
          person or entity, or misuse in any way, any Confidential
          Information or any other trade secrets of ____ for any reason or
          purpose whatsoever, nor shall any Shareholder make use of any
          Confidential Information or any other trade secrets of ____ for
          their own benefit or for the benefit of any other person or
          entity.

          6.7.1  Right to Injunctive and Equitable Relief.  Shareholder's
                 obligations not to disclose or use Confidential Information
                 or any other trade secret of ____, are of a special and
                 unique character which gives them a peculiar value.  LSB and 
                 ____ cannot be reasonably or adequately compensated in
                 damages in an action at law in the event Shareholders breach
                 such obligations.  Therefore, Shareholders expressly agree
                 that LSB and _____ shall be entitled to injunctive and other
                 equitable relief without bond or other security and without
                 proof of actual damages in the event of such breach, in
                 addition to any other rights or remedies which they may
                 possess.  Furthermore, the obligations of Shareholders and
                 the rights and remedies of LSB and/or ____ under this
                 Section 6.7 are cumulative and in addition to, and not in
                 lieu of, any obligations, rights or remedies created by
                 applicable law or this Agreement.

     6.8  Prohibition on Interference with Contracts or Corporate
          Opportunities and Covenant Not to Compete.  For a period
          commencing on the date of this Agreement and ending on the date
          which is the later of (a) five (5) years after the Closing Date,
          or (b) three (3) years after each Shareholder shall be no longer
          employed by ____ or its subsidiaries or affiliates, each
          Shareholder promises and agrees as follows with respect to the
          United States of America or any territories or possessions of the
          United States of America:

          6.8.1  Contracts and Business Relationships.  No Shareholder shall
                 directly or indirectly (either for themselves or for any
                 other person or entity) solicit any person or entity to
                 terminate or in any manner affect, interfere with, disrupt
                 or attempt to disrupt or interfere with any such person's or
                 entity's contractual and/or business relationship with ____
                 or its subsidiaries or affiliates, including, without
                 limitation, any contractual and/or business relationships
                 between ____ and any customer or prospective customer,
                 supplier, lessee or employee of ____, so long as ____
                 continues to engage in substantially the same or similar
                 business anywhere in any of the above named geographical
                 locations.

          6.8.2  Covenant Not to Compete.  ____ and each Shareholder
                 acknowledge that each have considerable specialized
                 knowledge and contacts in the business of ____ and its
                 subsidiaries and affiliates and that it is important to ____
                 and ____'s subsidiaries and affiliates that each Shareholder
                 agree not to compete with ____ and its subsidiaries and
                 affiliates in the business in which ____ and its
                 subsidiaries and affiliates engage in presently or in any
                 business that has any connection with _________________. 
                 Each Shareholder therefore covenants that each shall not,
                 directly or indirectly (either as an employee, employer,
                 consultant, agent, principal, partner, stockholder,
                 corporate officer or director or in any other individual or
                 representative capacity) own, manage, operate, control,
                 engage, participate or be connected in any manner with the
                 ownership, management, operation or control of any person or
                 entity that engages in any business that is in competition
                 with ____ or its subsidiaries or affiliates so long as ____
                 continues to engage in substantially the same or similar
                 business anywhere in any of the above named geographical
                 locations, including, without limitations, any business that
                 uses, distributes, handles or has any connection with
                 _________________, provided, however, that each Shareholder
                 may invest in publicly traded securities of companies in
                 competition with _____ or its subsidiaries or affiliates or
                 mutual funds whose assets include securities of such
                 companies.

          6.8.3  Corporate Opportunities.  Each Shareholder shall be under an
                 obligation to present in writing, any business opportunity
                 relating to _____'s or its subsidiaries' or affiliates'
                 business of which he becomes aware as long as ____ continues
                 to engage in substantially the same or similar business
                 anywhere in any of the above named geographical locations. 
                 Unless _____ or its subsidiaries or affiliates notifies such
                 Shareholder to the contrary in writing, _____ and/or its
                 subsidiaries or affiliates shall have the right to act in
                 its own interest and pursue any such business opportunity
                 and such Shareholder shall assist ____ or its subsidiaries
                 or affiliates as requested.  Each Shareholder hereby waives
                 any rights to act on his own behalf with respect to such
                 opportunities unless ____ or its subsidiaries or affiliates
                 notifies him in writing that ____ will not be pursuing a
                 specific opportunity.

          6.8.4  Severable Promises.  The parties hereto intend that the
                 promises and agreements contained in this Section 6.8 shall
                 be construed as a series of separate promises for each
                 state, territory and possession in the United States of
                 America.  Except for such geographic coverage, each such
                 separate promise shall be deemed identical in terms.  It is
                 the desire and intent of the parties hereto that the
                 provisions of this Section 6.8 shall be enforced to the
                 fullest extent permissible under the laws and public
                 policies applied in each jurisdiction in which enforcement
                 is sought.  If any particular provision or portion of this
                 Section 6.8 shall be adjudicated to be invalid or
                 unenforceable, this Section 6.8 shall be deemed amended to
                 delete therefrom such provision or portion adjudicated to be
                 invalid or unenforceable, such amendment to apply only with
                 respect to the operation of this Section 6.8 in the
                 particular jurisdiction in which such adjudication is made.

          6.8.5  Injunctive Relief.  Each Shareholder hereby acknowledges and
                 agrees that any default under this Section 6.8 will cause
                 damage to LSB and ____ in an amount difficult to ascertain. 
                 Accordingly, in addition to any other relief to which LSB
                 and/or _____ may be entitled, LSB and/or ____ shall be
                 entitled to such injunctive relief as may be ordered by any
                 court of competent jurisdiction including, but not limited
                 to, an injunction restraining any violation of Sections
                 6.8.1, 6.8.2 or 6.8.3 hereof without bond or other security
                 and without the proof of actual damages.  Each and all of
                 the several rights and remedies provided in this subsection,
                 or by law or in equity, shall be cumulative, and no one of
                 them shall be exclusive of any other right or remedy, and
                 the exercise of any one of such rights or remedies shall not
                 be deemed a waiver of, or an election to exercise or not
                 exercise, any other such right or remedy.  No waiver of any
                 term or condition of this Section 6.8 shall be construed as
                 a waiver of any other term or condition; nor shall any
                 waiver of any default under this Section 6.8 be construed as
                 a waiver of any other default under this Section 6.8.

          6.8.6  Consideration.  Shareholders and LSB agree that $___________
                 of the Pre-Payments which were proportionately paid to all
                 Shareholders in their Participation Percentages, and
                 $__________ of each of the Extension Payments that may be
                 paid to all Shareholders in their Participation Percentages
                 under Section 2.2 above, and  the first $__________ of the
                 Purchase Price that may be paid to each Shareholder at
                 Closing under Section 2.6 above shall constitute
                 consideration paid to each Shareholder for the covenants and
                 agreements contained in this Section 6.8.

          6.8.7  Governing Law.  Nothing contained in this Section 6.8 shall
                 be construed to require the commission of any act contrary
                 to law.  Should there be any conflict between any provision
                 of this Section 6.8 and any present or future statute, law,
                 ordinance, regulation or other pronouncement having the
                 force of law, the latter shall prevail, but the provision of
                 this Section 6.8 affected thereby shall be curtailed and
                 limited only to the extent necessary to bring it within the
                 requirements of the law, and the remaining provisions of
                 this Section 6.8 shall remain in full force and effect. 
                 Notwithstanding that the remainder of this Agreement shall
                 be governed by and construed in accordance with the laws of
                 the State of Oklahoma, this Section 6.8 is made under and
                 shall be construed in accordance with the laws of the State
                 of ____________ except when enforcement of the provisions of
                 this Section 6.8 is sought in another state, territory or
                 possession of the United States and the laws of such state,
                 territory or possession are more favorable to full
                 enforcement of all the provisions of this Section 6.8, in
                 which event this Section 6.8 shall be deemed made under and
                 shall be governed and construed in accordance with the laws
                 of such state, territory or possession.

     6.9  Shareholder's Duties.  Prior to Closing, Shareholders shall devote
          their full time, attention, diligence, loyalty and efforts to the
          success of ____, _____ and their subsidiaries.

     6.10 Taxes and Other Obligations.  Prior to Closing, ____ and
          Shareholders, no later than ten (10) days after such payments
          become due, shall:  (a) file when due (including extensions) all
          tax returns and other reports which it is required to file, pay
          when due all taxes, fees, assessments and other governmental
          charges against it or upon its Property, income, and franchises,
          make all required withholding and other tax deposits, and
          establish adequate reserves for the payment of all such items, and
          shall provide to LSB, upon request, satisfactory evidence of its
          timely compliance with the foregoing; and (b) pay all debt owed by
          it within normal business terms and consistent with past
          practices; provided, however, that ____ and Shareholders need not
          pay any tax, fee, assessment, governmental charge, or debt, or
          perform or discharge any other obligation, that it is contesting
          in good faith by appropriate proceedings diligently pursued.

     6.11 Maintenance of Property and Insurance.  Prior to Closing, ____ and
          Shareholders shall:  (a) maintain all of_______'s and its
          subsidiaries' and affiliates' property necessary and material in
          its business in good operating condition and repair, ordinary wear
          and tear excepted, and (b) maintain with financially sound and
          reputable insurers such insurance with respect to such property
          and business against casualties and contingencies of the types
          (including, without limitation, business interruption, public
          liability, product liability, general liability, automobile,
          workers compensation and larceny, embezzlement or other criminal
          misappropriation), and in the amounts as is customary for persons
          of established reputation engaged in the same or a similar
          business and similarly situated, naming LSB, at its request, as an
          additional insured under each such policy.

     6.12 Environmental Laws.  Prior to Closing,_____ and Shareholders will
          use all reasonable efforts to conduct ____'s and its subsidiaries'
          and affiliates' business in substantial compliance with all
          environmental laws applicable to it, including, without
          limitation, those relating to the generation, handling, use,
          storage, and disposal of hazardous and toxic wastes and
          substances.  ____ and Shareholders shall take prompt and
          appropriate action to respond to any noncompliance with
          environmental laws and shall regularly report to LSB on such
          response.  Without limiting the generality of the foregoing,
          whenever there is potential noncompliance with any environmental
          laws,  ____ and Shareholders shall, at LSB's request and ____'s
          expense:  (a) cause an independent environmental engineer
          acceptable to LSB to conduct such tests of the site where ____'s
          and its subsidiaries' and affiliate's noncompliance or alleged
          noncompliance with environmental laws has occurred and prepare and
          deliver to LSB a report setting forth the results of such tests, a
          proposed plan for responding to any environmental problems
          described therein, and an estimate of the costs thereof; and (b)
          provide to LSB a Supplemental report of such engineer whenever the
          scope of the environmental problems, or ____'s and its
          subsidiaries' and affiliates' response thereto or the estimate
          costs thereof, shall materially change.

     6.13 Mergers, Consolidations, Acquisitions, or Sales.  Prior to
          Closing, neither Shareholders, ____, or ____'s subsidiaries or
          affiliates shall enter into any transaction of merger,
          reorganization, or consolidation or transfer, sell, assign, lease,
          or otherwise dispose of all or substantially all of its property,
          or wind up, liquidate or dissolve, or agree to do any of the
          foregoing, except sales in the ordinary course of its business.

     6.14 Guaranties.  Prior to Closing, ____ and its subsidiaries and
          affiliates shall not make, issue, or become liable on any
          guaranty, except guaranties in favor of LSB, and endorsements of
          instruments for deposit, without LSB's written consent.

     6.15 Debt.  Prior to Closing, ____ and its subsidiaries and affiliates
          shall not incur or maintain any debt exceeding $_________ other
          than as may be permitted by LSB in writing, and other than in the
          ordinary course of business.

     6.16 Transactions with Affiliates.  Prior to Closing, _____ shall not
          sell, transfer, distribute, or pay any money or property to any
          affiliate, or lend or advance money or property to any affiliate,
          or invest in (by capital contribution or otherwise) or purchase or
          repurchase any stock or indebtedness, or any property, of any
          affiliate, or become liable on any guaranty of the indebtedness,
          dividends, or other obligations of any affiliate, except nothing
          contained herein shall limit or restrict ____, from (a) performing
          any agreements entered into with an affiliate prior to the date
          hereof, or (b) engaging in other transactions with affiliates in
          the normal course of business, in amounts and upon terms disclosed
          to LSB, and which are no less favorable than would be obtainable
          in a comparable arm's length transaction with a third party who is
          not an affiliate.

     6.17 Distributions and Restricted Investments.  Prior to Closing, _____
          shall not (a) directly or indirectly declare or make, or incur any
          liability to make, any distribution or dividends, or (b) make any
          investments or loans that are not approved by LSB in writing.

     6.18 Further Assurances.  Both prior to and after Closing, _____ and
          Shareholders shall execute and deliver, or cause to be executed
          and delivered, such documents and agreements, and shall take or
          cause to be taken such actions, as LSB may, from time to time,
          reasonably request to carry out the terms and conditions of this
          Agreement.

7.   Conditions Precedent to Obligations of LSB.  After the exercise of this
     Option, the obligations of LSB to pay the Purchase Price and otherwise
     perform under this Agreement is subject, at LSB's option, to (a) the
     condition that all representations and warranties and other statements
     of ____ and the Shareholders herein are, as of the Closing, true and
     correct and (b) the condition that ____ perform all of its obligations
     hereunder to be performed at or prior to the Closing, and (c) the
     following additional conditions (collectively, "LSB'S Conditions
     Precedent"):

     7.1  Certificates.  There shall have been furnished or caused to be
          furnished to LSB at the Closing, certificates of appropriate
          officers of _____ and each Shareholder in form and substance
          satisfactory to LSB as to the continuing accuracy at and as of the
          Closing of the representations and warranties of ____  and the
          Shareholders and to the performance by ____ and the Shareholders
          of all their obligations hereunder to be performed at or prior to
          the Closing, together with such other certificates as LSB may
          reasonably request in connection with the Closing.

     7.2  Delivery of Subject Shares.  Certificates evidencing the Subject
          Shares, duly executed for transfer to LSB or its designee shall
          have been delivered to LSB and duly transferred to it on the books
          of _____.

     7.3  Board of Directors.  The members of the Board of Directors of ____
          and its subsidiaries and affiliates shall resign their
          directorships effective as of the Closing, and LSB's designees
          shall have been elected to such Board of Directors effective as of
          the Closing.

     7.4  Counsel to Buyer.  All corporate proceedings and related matters
          in connection with the organization and good standing of ____ and
          its subsidiaries and affiliates the execution and delivery of this
          Agreement and the consummation of the transactions herein
          contemplated, and the performance by it of its obligations
          hereunder shall have been satisfactory to counsel to LSB and such
          counsel shall have been furnished with such papers and information
          as he may reasonably have requested to enable him or her to pass
          on the matters referred to in this section.

     7.5  Opinion of Counsel to_____.  Counsel to ____ shall have furnished
          to LSB their written opinion in form satisfactory to LSB to the
          effect that: 

          7.5.1  _____, _________ and ________ have been duly incorporated
                 and are validly existing as a corporation in good standing
                 under the laws of the State of ___________;

          7.5.2  This agreement has been validly authorized, executed and
                 delivered on the part of ____ and is a valid and binding
                 agreement of _____  in accordance with its terms;

          7.5.3  All of the issued and outstanding shares of ____, including
                 the Subject Shares, have been duly authorized, validly
                 issued and are fully paid, nonassessable shares.

          7.5.4  ____ has no responsibility, obligation or liability to pay
                 any debts or obligations of _____ , including, without
                 limitation, any debt to any lender of _____  or to any
                 partner of ______ related to the ___________ project.

     7.6  No Litigation.  No suit or action, investigation, inquiry or
          request for information by any administrative agency, governmental
          body or private party, and no legal or administrative proceeding
          shall have been instituted or threatened which questions or
          reasonably appears to portend subsequent questioning of the
          validity or legality of this agreement or the transactions
          contemplated by this agreement, or which materially and adversely
          affects or questions the title of ____ or its subsidiaries or
          affiliates to any of its properties or its ability to conducts its
          business.

     7.7  Consents.  All consents from third parties required to consummate
          the transactions provided for in this agreement shall have been
          obtained.

     7.8  No Change.  There shall have been no material adverse change in
          the condition or obligations of ____ or its subsidiaries or
          affiliates (financial or otherwise).

     7.9  Loss.  _____ or its subsidiaries or affiliates will not have
          sustained a substantial loss (whether or not insured) as a result
          of fire, flood or other casualty which in the sole judgment of LSB
          affects materially or interferes with the continuous conduct of
          its business.

     7.10 Subsequent Information.  All exhibits, lists, contracts and other
          documents furnished to LSB after December 31, 1994 by Shareholders
          or ____ or discovered by LSB, including copies of pleadings and
          rulings relating to litigation and administrative proceedings, and
          any other information relating to the business and affairs of ____
          or its subsidiaries or affiliates shall be acceptable to LSB.

     7.11 Loan Agreement.  The Loan Agreement and the Loan Documents (as
          that term is defined in the Loan Agreement) have been fully
          executed and no Default or Event of Default exists under the Loan
          Agreement or the Loan Documents.

     7.12 Termination of Shareholders' Agreement.  On or before Closing,
          that certain Shareholders' Agreement dated April 11, 1991 by and
          between ________, _______, _______ and ____ shall be terminated in
          writing and of no force or effect.

     Notwithstanding any knowledge by LSB of any failure of any of LSB's
     Conditions Precedent, no waiver of any of LSB's Conditions Precedent
     shall be inferred from LSB's exercise of the Option granted herein or
     LSB's execution of this Agreement.

8.   Conditions for the Benefit of the Shareholders.  The obligations of the
     Shareholders hereunder at the Closing shall be subject, at their option
     to the following conditions: 

     8.1  Representations and Warranties.  All representations and
          warranties and other statements of LSB herein are at and as of the
          Closing materially true and correct.

     8.2  Performance of Obligations.  LSB shall have performed all of its
          obligations hereunder to be performed at or prior to the Closing. 
          

     8.3  No Suits.  At the Closing Date, there shall not have been
          instituted any suit, action, or other proceeding or any
          investigation in any court or governmental agency in which it is
          sought to restrain or prohibit the consummation of the
          transactions contemplated by this Agreement.

9.   Survival of Representations and Warranties.  Except the representations
     and warranties of LSB (which shall not survive the Closing), all of the
     representations and warranties of ____ and the Shareholders hereunder
     shall survive the Closing for a period of one (1) year from the Closing
     Date; provided, however, ____ and the Shareholders shall have no
     liability with respect thereto unless LSB's loss occasioned thereby
     exceeds $____________, and provided further, representations and
     warranties regarding the payment of taxes shall remain in force and
     effect as long as liability therefor remains in effect.

10.  Expenses.  Except as otherwise herein provided, each party hereto will
     bear and pay its or his own expenses of negotiating and consummating the
     transactions contemplated hereby.             

11.  Notices.

     11.1 All notices, requests, demands, instructions or other
          communications called for hereunder or contemplated hereby, shall
          be in writing, shall be deemed to have been given if delivered in
          person, by overnight carrier or facsimile, or if mailed, by
          registered or certified mail, return receipt requested, to the
          parties at the addresses set forth below.  The date of delivery in
          person, by overnight carrier or facsimile shall be the date of
          receiving the notice or if any notice, request, demand,
          instruction or other communication is given or made by mail in the
          manner prescribed above such shall be deemed to have been given
          three (3) business days after the date of mailing. Any party may
          change the address to which notices are given, by giving notice in
          the manner herein provided.

          11.1.1 Notices to LSB shall be addressed as follows:

                 LSB Holdings, Inc.
                 16 South Pennsylvania
                 Oklahoma City, Oklahoma 73107
                 Attention:  President

                 with a copy to:

                 LSB Holdings, Inc.
                 16 S. Pennsylvania
                 Oklahoma City, OK  73107
                 Attention:  Office of General Counsel

          11.1.2 Notices to ____ shall be addressed as follows:

                 _________________________
                 _________________________
                 _________________________
                 _________________________


          11.1.3 Notices to the Shareholders shall be addressed as
                 follows:
     
                 _________________________
                 _________________________
                 _________________________

                 _________________________
                 _________________________
                 _________________________

                 _________________________
                 _________________________
                 _________________________


     11.2 The mailing of any notice, request, demand, instruction or other
          communication hereunder shall be accomplished by placing such
          writing in an envelope addressed to the party entitled thereto as
          provided above and deposited in the United States mail, properly
          stamped for delivery as a registered or certified letter.

12.  LSB's Right of First Refusal on Non-Subject Shares.  Prior to Closing,
     Shareholders agree that they shall not encumber, sell, convey, assign or
     otherwise transfer to any third party or entity whomsoever, the shares
     of ____ owned by them, or any part or interest therein.  If, at any time
     after the Closing, or from time to time after the Closing, should any
     Shareholder elect to sell, convey, assign, or otherwise transfer to any
     third party or entity whomsoever the shares of ____ owned by them that
     are not subject to this Agreement as part of the Subject Shares ("Non-
     Subject Shares"), or any part or interest therein, each Shareholder
     hereby grants to LSB the first and preferential right and option to
     purchase fee simple title to the Non-Subject Shares or to the part or
     interest therein which such Shareholder intends to sell, convey, assign,
     or otherwise transfer, under the same terms and conditions proposed by
     or to such third party or entity as contained in a bona fide offer or
     conditional acceptance of offer from such third party or entity.  With
     respect to any proposed sale, conveyance, assignment, contract or other
     transfer of the Non-Subject Shares after the Closing, each Shareholder
     seeking to sell Non-Subject Shares shall comply with the following
     requirements:

     12.1 Notice by Shareholder.  Each Shareholder seeking to sell Non-
          Subject Shares shall give LSB written notification of such
          proposal, offer or conditional acceptance of any such offer that
          has been made and accepted (subject to Buyer's first and
          preferential right and option to purchase), and each Shareholder
          seeking to sell Non-Subject Shares shall attach to the said
          notification the tendered contract, or a true copy thereof, that
          contains all necessary elements and information to constitute a
          legally binding contract obligating the transferee to perform,
          said contract being signed and acknowledge by said transferee, who
          is ready, willing and able to perform.

     12.2 Transfer of Right of Refusal.  LSB shall have the right to
          transfer, convey and assign to any third party whomsoever such
          first and preferential right and option to purchase the Non-
          Subject Shares, and the holder of such right of first refusal by
          any assignment shall have the full right, power and authority to
          exercise on its own behalf or for the account of itself or its
          designee or assignee, any and all rights and privileges incident
          thereto.

     12.3 Exercise of Right.  LSB shall notify in writing within fifteen
          (15) business days of said written notification from each
          Shareholder seeking to sell Non-Subject Shares as to LSB's
          election to exercise its first and preferential right and option
          to purchase the Non-Subject Shares.  If LSB has not given said
          notification within fifteen (15) business days, each Shareholder
          seeking to sell Non-Subject Shares may proceed to close the sale
          or other transfer to said third party or entity, provided that
          said sale or other transfer is consummated at the same sum and
          under the same terms and conditions contained in the contract
          attached to said notification and on the closing dates set out
          therein.  If LSB (or its designee or assignee) should elect to
          exercise its option to purchase, by written notification to each
          Shareholder seeking to sell Non-Subject Shares within said fifteen
          (15) business days, the transfer to LSB shall be consummated on
          the closing date and under the same terms and conditions contained
          in the contract from said third party or entity.

     12.4 Continuing Right.  The first and preferential right and option to
          purchase shall be effective and shall apply at all times to any
          and all proposed sales, conveyances, assignments, contracts and
          other transfers by any Shareholder of their Non-Subject Shares or
          any interest therein for a period of ten (10) years from the date
          of the Closing.  Any sale, conveyance, assignment, contract or
          transfer by any Shareholder of their Non-Subject Shares or any
          interest therein within ten (10) years from the date of the
          Closing shall be made expressly subject to the provisions of this
          right of first refusal.  Such first and preferential right and
          option to purchase shall terminate on the date which is ten (10)
          years from the date of the Closing with respect to rights which
          have not accrued by that date.

13.  LSB's Sale of Stock.  If, LSB should elect to sell the shares of ____
     stock to be acquired by LSB under this Agreement (collectively the
     "LSB's Shares"), or any part or interest therein, LSB agrees that it
     shall provide each Shareholder that may then still own any of the Non-
     Subject Shares the opportunity for their Non-Subject Shares to be
     included in any such sale on the same terms and conditions afforded to
     LSB to the extent of their Sharing Percentage (as that term is defined
     below).  The "Sharing Percentage" of any Shareholder shall mean that
     percentage of the total number of Shares of ____ Stock to be sold which
     is to be contributed by that particular Shareholder, which percentage
     shall be the same percentage that the number of Non-Subject Shares owned
     by that particular Shareholder bears to the total number of all LSB's
     Shares and Non-Subject Shares then outstanding.  With respect to any
     proposed sale of LSB's Shares, each Shareholder and LSB shall comply
     this the following requirements:

     13.1 Notice.  LSB shall give each Shareholder then owning any of the
          Non-Subject Shares, written notification of such proposal, offer
          or conditional acceptance that has been made and LSB shall attach
          to the said notification the tendered contract, or a true copy
          thereof.

     13.2 Exercise of Right.  Each Shareholder shall notify LSB in writing
          within fifteen (15) business days of said written notification as
          to their election to exercise their right for their Non-Subject
          Shares to be included in the sale.  If any Shareholder has not
          given said notification within fifteen (15) business days, LSB may
          proceed to close the sale without participation of that
          Shareholder, provided that said sale or other transfer is
          consummated at the same sum and under the same terms and
          conditions contained in the contract attached to said
          notification.

     13.3 Continuing Right.  The right for the Non-Subject Shares to be
          included in any such sale shall be effective and shall apply at
          all times to any and all proposed sales by LSB of LSB's Shares or
          any interest therein for a period of ten (10) years from the date
          of the Closing and such right shall terminate on the date which is
          ten (10) years from the date of the Closing with respect to rights
          which have not accrued by that date.  The rights provided to
          Shareholders under this Section 13 are personal only to the
          Shareholders and may not be assigned or transferred to any allowed
          purchaser of the Non-Subject Shares.

14.  Miscellaneous.

     14.1 Full Agreement - No Oral Modification.  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, and any provision under this
          Agreement, may not be altered, modified or waived except by an
          instrument in writing signed by the parties.

     14.2 Benefit of Agreement.  This Agreement shall be binding upon and
          inure to the benefit of the parties and their respective
          successors and assigns; provided, however, that no assignment of
          this Agreement shall be made to any party other than any of LSB's
          subsidiaries or affiliates without the written consent of the
          other party, which consent shall not be unreasonably withheld.

     14.3 Governing Law.  This Agreement (except Section 6.8 above) shall be
          governed by and construed in accordance with the laws of the State
          of Oklahoma applicable to contracts made and performed entirely
          therein.

     14.4 Counterparts.  This Agreement may be executed in any number of
          counterparts, which taken together shall constitute one and the
          same instrument, and each of which shall be considered an original
          for all purposes.

     14.5 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.

     14.6 Severability.  All Agreements and covenants contained herein are
          severable, and in the event any of them should be held to be
          invalid by a court of competent jurisdiction, this Agreement shall
          be interpreted and enforced as if such invalid Agreements or
          covenants were not contained herein.     

     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.



                By:_____________________________________                   
          _______________________, President


                         LSB HOLDINGS, INC.


                      By:___________________________________
                         ________________________, President


                         ___________________________________
                         _____________________, individually


                         ___________________________________
                         _____________________, individually


                         ___________________________________
                         _____________________, individually

Attachments:

Exhibit "A" -  Statement of Net Revenue Expected from ____________ and      
               _____ Projects
                                                               Exhibit 4.16
                              FIRST AMENDMENT
                                    TO
                        LOAN AND SECURITY AGREEMENT


     THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
dated as of August 17, 1995, and entered into by and between BANKAMERICA
BUSINESS CREDIT, INC. ( Lender ) and LSB INDUSTRIES, INC. ("Borrower"). 

     WHEREAS, Lender and Borrower have entered into that certain Loan and
Security Agreement dated December 12, 1994 ("Agreement"); 

     WHEREAS, Lender and Borrower desire to amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:

                                 ARTICLE I
     
                                Definitions

     Section 1.01.  Definitions.  Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

                                ARTICLE II

                                Amendments

     Section 2.01.  Amendment to Section 9.16 of the Agreement.  Section
9.16 is hereby amended to read in its entirety:

           9.16     Adjusted Tangible Net Worth.  Adjusted Tangible Net Worth
     (without taking into account any purchases of treasury stock) will not
     be less than the following amounts at the end of each of the Fiscal
     Quarters during the following Fiscal Years:
Fiscal Quarters in the Following Fiscal Years 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ---------------------- ----------- ----------- ----------- ----------- Fiscal Year Ending December 31, 1994 $ 86,000,000(1) Fiscal Year Ending December 31, 1995 $ 85,000,000(1) $ 88,000,000(1) $ 82,000,000(1) $ 82,000,000(1) Fiscal Year Ending December 31, 1996 $ 82,000,000(1) $ 94,000,000(1) $ 96,000,000(1) $ 98,000,000(1) Each Fiscal Quarter during each Fiscal Year ending thereafter: $ 98,000,000(1)
(1) This number is to be reduced by the amount of any purchase of treasury stock by LSB pursuant to Section 9.14 of the Loan and Security Agreement between LSB and the Lender and by the purchase of treasury stock in the amount of $885,000 in October and November, 1994. ARTICLE III ----------- Ratifications, Representations and Warranties Section 3.01. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement, including, without limitation, all financial covenants contained therein, are ratified and confirmed and shall continue in full force and effect. Lender and Borrower agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 3.02. Representations and Warranties. Borrower hereby represents and warrants to Lender that the execution, delivery and performance of this Amendment and all other loan, amendment or security documents to which Borrower is or is to be a party hereunder (hereinafter referred to collectively as the "Loan Documents") executed and/or delivered in connection herewith, have been authorized by all requisite corporate action on the part of Borrower and will not violate the Articles of Incorporation or Bylaws of Borrower. ARTICLE IV ---------- Conditions Precedent Section 4.01. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Lender): (a) Lender shall have received all of the following, each dated (unless otherwise indicated) as of the date of this Amendment, in form and substance satisfactory to Lender in its sole discretion: (i) Company Certificate. A certificate executed by the Secretary or Assistant Secretary of Borrower certifying (A) that Borrower's Board of Directors has met and adopted, approved, consented to and ratified the resolutions attached thereto which authorize the execution, delivery and performance by Borrower of the Amendment and the Loan Documents, (B) the names of the officers of Borrower authorized to sign this Amendment and each of the Loan Documents to which Borrower is to be a party hereunder, (C) the specimen signatures of such officers, and (D) that neither the Articles of Incorporation nor Bylaws of Borrower have been amended since the date of the Agreement; (ii) No Material Adverse Change. There shall have occurred no material adverse change in the business, operations, financial condition, profits or prospects of Borrower, or in the Collateral, and the Lender shall have received a certificate of Borrower's chief executive officer to such effect; (iii) Other Documents. Borrower shall have executed and delivered such other documents and instruments as well as required record searches as Lender may require. (b) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Jenkens & Gilchrist, a Professional Corporation. ARTICLE V --------- Miscellaneous Section 5.01. Survival of Representations and Warranties. All representations and warranties made in the Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely thereon. Section 5.02. Reference to Agreement. The Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference therein to the Agreement shall mean a reference to the Agreement as amended hereby. Section 5.03. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. Section 5.04. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF OKLAHOMA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA. Section 5.05. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. Lender may assign any or all of its rights or obligations hereunder without the prior consent of Borrower. Section 5.06. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Section 5.07. Effect of Waiver. No consent or waiver, express or implied, by Lender to or of any breach of or deviation from any covenant or condition of the Agreement or duty shall be deemed a consent or waiver to or of any other breach of or deviation from the same or any other covenant, condition or duty. No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Amendment, the Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Amendment, the Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in the Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law. Section 5.08. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. Section 5.09. Releases. As a material inducement to Lender to enter into this Amendment, Borrower hereby represents and warrants that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of and the other obligations created or evidenced by the Agreement or the other Loan Documents. Borrower hereby releases, acquits, and forever discharges Lender, and its successors, assigns, and predecessors in interest, their parents, subsidiaries and affiliated organizations, and the officers, employees, attorneys, and agents of each of the foregoing (all of whom are herein jointly and severally referred to as the "Released Parties") from any and all liability, damages, losses, obligations, costs, expenses, suits, claims, demands, causes of action for damages or any other relief, whether or not now known or suspected, of any kind, nature, or character, at law or in equity, which Borrower now has or may have ever had against any of the Released Parties, including, but not limited to, those relating to (a) usury or penalties or damages therefor, (b) allegations that a partnership existed between Borrower and the Released Parties, (c) allegations of unconscionable acts, deceptive trade practices, lack of good faith or fair dealing, lack of commercial reasonableness or special relationships, such as fiduciary, trust or confidential relationships, (d) allegations of dominion, control, alter ego, instrumentality, fraud, misrepresentation, duress, coercion, undue influence, interference or negligence, (e) allegations of tortious interference with present or prospective business relationships or of antitrust, or (f) slander, libel or damage to reputation, (hereinafter being collectively referred to as the "Claims"), all of which Claims are hereby waived. Section 5.10. Expenses of Lender. Borrower agrees to pay on demand (i) all costs and expenses reasonably incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel and (ii) all costs and expenses reasonably incurred by Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel. Section 5.11. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN LENDER AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND BORROWER. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written. "BORROWER" LSB INDUSTRIES, INC. By:--------------------------------------- Name:------------------------------------- Title:------------------------------------ "LENDER" BANKAMERICA BUSINESS CREDIT, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that First Amendment to Loan and Security Agreement dated as of August 17, 1995, between LSB Industries, Inc. and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under that certain Continuing Guaranty with Security Agreement (the "Guaranty") dated as of December 12, 1994 made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Guaranty remains in full force and effect and the Guaranty is hereby ratified and confirmed. Dated as of August 17, 1995. UNIVERSAL TECH CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB CHEMICAL CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S AUTOMOTIVE PRODUCTS, CO. (f/k/a LSB Bearing Corp.) By:_______________________________________ Name:_____________________________________ Title:____________________________________ INTERNATIONAL BEARING, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB EXTRUSION CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ ROTEX CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ TRIBONETICS CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL SYSTEMS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ HERCULES ENERGY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ MOREY MACHINERY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CHP CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ KOAX CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ APR CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________
                                                               Exhibit 4.17
                             SECOND AMENDMENT
                                    TO
                        LOAN AND SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is dated as of December 1, 1995, and entered into by and between BANKAMERICA
BUSINESS CREDIT, INC. ( Lender ) and LSB INDUSTRIES, INC. ("Borrower"). 

     WHEREAS, Lender and Borrower have entered into that certain Loan and
Security Agreement dated December 12, 1994, as amended by that certain First
Amendment to Loan and Security Agreement dated as of August 17, 1995 (the
"Agreement"); 

     WHEREAS, Lender and Borrower desire to further amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:

                                 ARTICLE I
                                 ---------     
                                Definitions

     Section 1.01.  Definitions.  Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.


                                ARTICLE II
                                ----------
                                Amendments

     Section 2.01.  Amendment to Section 3.1(a) of the Agreement. 
Subsections (i) and (ii) of Section 3.1(a) of the Agreement are hereby amended
to read in their entirety as follows:

           (i) For all amounts charged as Revolving Loans other than
     Eurodollar Rate Loans, including all Revolving Loans which are Reference
     Rate Loans, then at a fluctuating per annum rate equal to one percent
     (1%) per annum (the  Reference Rate Margin ) plus the Reference Rate;
     and

           (ii)     If the Revolving Loans are Eurodollar Rate Loans, then at a
     per annum rate equal to: three and three-eighths percent (3.375%) per
     annum (the  Eurodollar Margin ) plus the Eurodollar Rate determined for
     the applicable Interest Period.

     Notwithstanding the foregoing, if Adjusted Tangible Net Worth equals or
     exceeds $89,500,000, as reflected on Borrower s most current quarterly
     Financial Statements provided no Event of Default is outstanding, then
     for so long as Adjusted Tangible Net Worth is at least $89,500,000, both
     the Reference Rate Margin and the Eurodollar Margin with respect to the
     Revolving Loans other than the Short Term Revolving Loans will be
     reduced by one-half of one percent (.50%), and the reduction will be
     effective as of the first day of the month following receipt by Lender
     of the Financial Statements.

     Each change in the Reference Rate shall be reflected in the interest
     rate described in (i) above as of the effective date of such change. 
     All interest charges shall be computed on the basis of a year of three
     hundred sixty (360) days and actual days elapsed.  Except as otherwise
     provided herein, (1) interest accrued on each Eurodollar Rate Loan shall
     be payable in arrears on each Eurodollar Interest Payment Date
     applicable to such Eurodollar Rate Loan and upon payment thereof in
     full, and (2) interest accrued on the Reference Rate Loans will be
     payable in arrears on the first day of each month hereafter. 
 
The remaining provisions of Section 3.1(a) are unchanged.

     Section 2.02.  Amendment to Section 9.16 of the Agreement.  Section
9.16 is hereby amended to read in its entirety as follows:

           9.16     Adjusted Tangible Net Worth.  Adjusted Tangible Net Worth
     (without taking into account any purchases of treasury stock) will not
     be less than the following amounts at the end of each of the Fiscal
     Quarters during the following Fiscal Years:
Fiscal Quarters in the Following Fiscal Years 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ---------------------- ----------- ----------- ----------- ----------- Fiscal Year Ending December 31, 1995 $ 78,000,000(1) Fiscal Year Ending December 31, 1996 $ 78,000,000(1) $ 79,000,000(1) $ 80,000,000(1) $ 81,000,000(1) Fiscal Year Ending December 31, 1997 $ 81,000,000 $ 82,000,000 $ 83,000,000 $ 84,000,000 Each Fiscal Quarter during each Fiscal Year ending thereafter: $ 84,000,0001
(1) This number is to be reduced by the amount of any purchase of treasury stock by LSB pursuant to Section 9.14 of the Loan and Security Agreement between LSB and the Lender. ARTICLE III ----------- Ratifications, Representations and Warranties Section 3.01. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement, including, without limitation, all financial covenants contained therein, are ratified and confirmed and shall continue in full force and effect. Lender and Borrower agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 3.02. Representations and Warranties. Borrower hereby represents and warrants to Lender that the execution, delivery and performance of this Amendment and all other loan, amendment or security documents to which Borrower is or is to be a party hereunder (hereinafter referred to collectively as the "Loan Documents") executed and/or delivered in connection herewith, have been authorized by all requisite corporate action on the part of Borrower and will not violate the Articles of Incorporation or Bylaws of Borrower. ARTICLE IV ---------- Conditions Precedent Section 4.01. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Lender): (a) Lender shall have received all of the following, each dated (unless otherwise indicated) as of the date of this Amendment, in form and substance satisfactory to Lender in its sole discretion: (i) Company Certificate. A certificate executed by the Secretary or Assistant Secretary of Borrower certifying (A) that Borrower's Board of Directors has met and adopted, approved, consented to and ratified the resolutions attached thereto which authorize the execution, delivery and performance by Borrower of the Amendment and the Loan Documents, (B) the names of the officers of Borrower authorized to sign this Amendment and each of the Loan Documents to which Borrower is to be a party hereunder, (C) the specimen signatures of such officers, and (D) that neither the Articles of Incorporation nor Bylaws of Borrower have been amended since the date of the Agreement; (ii) No Material Adverse Change. There shall have occurred no material adverse change in the business, operations, financial condition, profits or prospects of Borrower, or in the Collateral, and the Lender shall have received a certificate of Borrower's chief executive officer to such effect; (iii) Other Documents. Borrower shall have executed and delivered such other documents and instruments as well as required record searches as Lender may require. (b) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Jenkens & Gilchrist, a Professional Corporation. (c) Borrower and the other Borrower Subsidiaries shall have collectively paid to Lender an amendment fee of $50,000. ARTICLE V --------- Miscellaneous Section 5.01. Survival of Representations and Warranties. All representations and warranties made in the Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely thereon. Section 5.02. Reference to Agreement. The Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference therein to the Agreement shall mean a reference to the Agreement as amended hereby. Section 5.03. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. Section 5.04. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF OKLAHOMA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA. Section 5.05. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. Lender may assign any or all of its rights or obligations hereunder without the prior consent of Borrower. Section 5.06. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Section 5.07. Effect of Waiver. No consent or waiver, express or implied, by Lender to or of any breach of or deviation from any covenant or condition of the Agreement or duty shall be deemed a consent or waiver to or of any other breach of or deviation from the same or any other covenant, condition or duty. No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Amendment, the Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Amendment, the Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in the Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law. Section 5.08. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. Section 5.09. Releases. As a material inducement to Lender to enter into this Amendment, Borrower hereby represents and warrants that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of and the other obligations created or evidenced by the Agreement or the other Loan Documents. Borrower hereby releases, acquits, and forever discharges Lender, and its successors, assigns, and predecessors in interest, their parents, subsidiaries and affiliated organizations, and the officers, employees, attorneys, and agents of each of the foregoing (all of whom are herein jointly and severally referred to as the "Released Parties") from any and all liability, damages, losses, obligations, costs, expenses, suits, claims, demands, causes of action for damages or any other relief, whether or not now known or suspected, of any kind, nature, or character, at law or in equity, which Borrower now has or may have ever had against any of the Released Parties, including, but not limited to, those relating to (a) usury or penalties or damages therefor, (b) allegations that a partnership existed between Borrower and the Released Parties, (c) allegations of unconscionable acts, deceptive trade practices, lack of good faith or fair dealing, lack of commercial reasonableness or special relationships, such as fiduciary, trust or confidential relationships, (d) allegations of dominion, control, alter ego, instrumentality, fraud, misrepresentation, duress, coercion, undue influence, interference or negligence, (e) allegations of tortious interference with present or prospective business relationships or of antitrust, or (f) slander, libel or damage to reputation, (hereinafter being collectively referred to as the "Claims"), all of which Claims are hereby waived. Section 5.10. Expenses of Lender. Borrower agrees to pay on demand (i) all costs and expenses reasonably incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel and (ii) all costs and expenses reasonably incurred by Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel. Section 5.11. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN LENDER AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND BORROWER. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written. "BORROWER" LSB INDUSTRIES, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ "LENDER" BANKAMERICA BUSINESS CREDIT, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between LSB Industries, Inc., and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under (i) that certain Continuing Guaranty with Security Agreement (the "Guaranty") dated as of December 12, 1994, and (ii) that certain Cross- Collateralization and Cross-Guaranty Agreement (the Cross-Collateralization Agreement ) dated as of December 12, 1994, each made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Guaranty and the Cross-Collateralization Agreement remain in full force and effect and the Guaranty and the Cross-Collateralization Agreement are hereby ratified and confirmed. Dated as of December 1, 1995. UNIVERSAL TECH CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB CHEMICAL CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S AUTOMOTIVE PRODUCTS CO. (f/k/a LSB Bearing Corp.) By:_______________________________________ Name:_____________________________________ Title:____________________________________ INTERNATIONAL BEARINGS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB EXTRUSION CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ ROTEX CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ TRIBONETICS CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL SYSTEMS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ HERCULES ENERGY MFG. CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ MOREY MACHINERY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CHP CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ KOAX CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ APR CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between LSB Industries, Inc., and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under that certain Cross-Collateralization and Cross-Guaranty Agreement (the Cross-Collateralization Agreement ) dated as of December 12, 1994, made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Cross-Collateralization Agreement remains in full force and effect and the Cross-Collateralization Agreement is hereby ratified and confirmed. Dated as of December 1, 1995. INTERNATIONAL ENVIRONMENTAL CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S BEARING CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ CLIMATE MASTER, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL MANUFACTURING CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________
                                                               Exhibit 4.18
                             SECOND AMENDMENT
                                    TO
                        LOAN AND SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is dated as of December 1, 1995, and entered into by and between BANKAMERICA
BUSINESS CREDIT, INC. ( Lender ) and EL DORADO CHEMICAL COMPANY ( El Dorado )
and SLURRY EXPLOSIVE CORPORATION ( Slurry ) (El Dorado and Slurry collectively
referred to herein as "Borrower"). 

     WHEREAS, Lender and Borrower have entered into that certain Loan and
Security Agreement dated December 12, 1994, as amended by that certain First
Amendment to Loan and Security Agreement dated as of August 17, 1995 (the
"Agreement"); 

     WHEREAS, Lender and Borrower desire to further amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:

                                 ARTICLE I
                                 ---------
                                Definitions

     Section 1.01.  Definitions.  Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

     Section 1.02.  New Definitions.  The following new definitions are
hereby added to the Agreement:

           Second Amendment Date  means December 1, 1995.

           Short Term Revolving Facility  means the credit facility
     hereunder consisting of the provision for Short Term Revolving Loans.

           Short Term Revolving Loans  has the meaning specified in Section
     2.1.

                                ARTICLE II
                                ----------
                                Amendments

     Section 2.01.  Amendment to Section 2.1 of the Agreement.  Section
2.1 is hereby amended to read in its entirety as follows:

           2.1 Revolving Loans.  The Lender shall, subject to the terms and
     conditions set forth in this Agreement, and upon a Borrower s request
     from time to time, make revolving loans (the  Revolving Loans ) to EDC
     and Slurry up to the limits of the Availability.  The Lender, in its
     discretion, may elect to exceed the limits of the Availability on one or
     more occasions, but if it does so, the Lender shall not be deemed
     thereby to have changed the limits of the Availability, or to be
     obligated to exceed the limits of the Availability on any other
     occasion.  If the unpaid balance of the Revolving Loans exceeds the
     Availability (with the Availability for this purpose determined as if
     the amount of the Revolving Loans were zero), then the Lender may refuse
     to make or otherwise restrict Revolving Loans on such terms as the
     Lender determines until such excess has been eliminated. 
     Notwithstanding the foregoing, beginning on the Second Amendment Date
     and continuing until the earlier to occur of a  Mandatory Repayment  or
     May 17, 1996, Lender has agreed to make available to Borrowers a  Short
     Term Revolver Facility  in the maximum amount of up to $3,000,000 (the
      Maximum Short Term Facility Amount ), subject to the  Mandatory
     Reductions  as hereinafter described.  The Short Term Revolver Facility
     consists of Revolving Loans (the  Short Term Revolving Loans ) which
     exceed Availability and which bear interest at a higher Applicable
     Interest Rate than the other Revolving Loans.  The Maximum Short Term
     Facility Amount shall be subject to the following  Mandatory
     Reductions :  beginning on April 5, 1996 and continuing every seven (7)
     days thereafter, the Maximum Short Term Facility Amount will be reduced
     by increments of $450,000 each.  In addition, if at any time either (a)
     the term debt under the HCFS Loan Agreement is restructured, or (b) EDC
     enters into a lease transaction with respect to its Real Property and/or
     Equipment, then the Short Term Revolver Facility will terminate
     immediately and all Short Term Revolving Loans will be due and payable
     (the  Mandatory Repayment ).  Either Borrower may request Revolving
     Loans either orally or in writing, provided, however, that each such
     request with respect to Reference Rate Loans shall be made no later than
     1:00 p.m. (Los Angeles, California time).  Each oral request by either
     Borrower for a Revolving Loans shall be conclusively presumed to be made
     by a person authorized by such Borrower to do so and the crediting of a
     Revolving Loan to the Borrowers  deposit account, or transmittal to such
     Person as either Borrower shall direct, shall conclusively establish the
     joint and several obligation of the Borrowers to repay such Revolving
     Loan.  The Lender will charge all Revolving Loans and other Obligations
     to a loan account of the Borrowers maintained with the Lender.  All
     fees, commissions, costs, expenses, and other charges due from the
     Borrowers, or either of them, pursuant to the Loan Documents, and all
     payments made and out-of-pocket expenses incurred by Lender and
     authorized to be charged to the Borrowers, or either of them, pursuant
     to the Loan Documents, will be charged as Revolving Loans to the
     Borrowers  loan account as of the date due from the Borrowers or the
     date paid or incurred by the Lender, as the case may be. 

     Section 2.02.  Amendment to Section 3.1(a) of the Agreement. 
Subsections (i) and (ii) of Section 3.1(a) of the Agreement are hereby amended
to read in their entirety as follows:

           (i) For all amounts charged as Revolving Loans other than Short
     Term Revolving Loans and Eurodollar Rate Loans, including all Revolving
     Loans which are Reference Rate Loans, then at a fluctuating per annum
     rate equal to one percent (1%) per annum (the  Reference Rate Margin )
     plus the Reference Rate, provided, however, that with respect to Short
     Term Revolving Loans other than Eurodollar Rate Loans the Reference Rate
     Margin will be three percent (3%); and

           (ii)     If the Revolving Loans are Eurodollar Rate Loans, then at a
     per annum rate equal to: three and three-eighths percent (3.375%) per
     annum (the  Eurodollar Margin ) plus the Eurodollar Rate determined for
     the applicable Interest Period; provided, however, that with respect to
     Short Term Revolving Loans that are Eurodollar Rate Loans, the
     Eurodollar Margin will be five and three-eighths percent (5.375%).

     Notwithstanding the foregoing, if Adjusted Tangible Net Worth equals or
     exceeds $89,500,000, as reflected on Borrower s most current quarterly
     Financial Statements, then for so long as Adjusted Tangible Net Worth is
     at least $89,500,000, both the Reference Rate Margin and the Eurodollar
     Margin with respect to the Revolving Loans other than the Short Term
     Revolving Loans will be reduced by one-half of one percent (.50%).

     Each change in the Reference Rate shall be reflected in the interest
     rate described in (i) above as of the effective date of such change. 
     All interest charges shall be computed on the basis of a year of three
     hundred sixty (360) days and actual days elapsed.  Except as otherwise
     provided herein, (1) interest accrued on each Eurodollar Rate Loan shall
     be payable in arrears on each Eurodollar Interest Payment Date
     applicable to such Eurodollar Rate Loan and upon payment thereof in
     full, and (2) interest accrued on the Reference Rate Loans will be
     payable in arrears on the first day of each month hereafter. 
 
The remaining provisions of Section 3.1(a) are unchanged.

     Section 2.03.  Amendment to Section 9.16 of the Agreement.  Section
9.16 is hereby amended to read in its entirety as follows:

           9.16     Adjusted Tangible Net Worth.  Adjusted Tangible Net Worth
     (without taking into account any purchases of treasury stock) will not
     be less than the following amounts at the end of each of the Fiscal
     Quarters during the following Fiscal Years:

Fiscal Quarters in the Following Fiscal Years 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal Year Ending December 31, 1995 $ 78,000,000(1) Fiscal Year Ending December 31, 1996 $ 78,000,000(1) $ 79,000,000(1) $ 80,000,000(1) $ 81,000,000(1) Fiscal Year Ending December 31, 1997 $ 81,000,000 $ 82,000,000 $ 83,000,000 $ 84,000,000 Each Fiscal Quarter during each Fiscal Year ending thereafter: $ 84,000,000(1)
(1) This number is to be reduced by the amount of any purchase of treasury stock by LSB pursuant to Section 9.14 of the Loan and Security Agreement between LSB and the Lender. ARTICLE III ----------- Ratifications, Representations and Warranties Section 3.01. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement, including, without limitation, all financial covenants contained therein, are ratified and confirmed and shall continue in full force and effect. Lender and Borrower agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 3.02. Representations and Warranties. Borrower hereby represents and warrants to Lender that the execution, delivery and performance of this Amendment and all other loan, amendment or security documents to which Borrower is or is to be a party hereunder (hereinafter referred to collectively as the "Loan Documents") executed and/or delivered in connection herewith, have been authorized by all requisite corporate action on the part of Borrower and will not violate the Articles of Incorporation or Bylaws of Borrower. ARTICLE IV ---------- Conditions Precedent Section 4.01. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Lender): (a) Lender shall have received all of the following, each dated (unless otherwise indicated) as of the date of this Amendment, in form and substance satisfactory to Lender in its sole discretion: (i) Company Certificate. A certificate executed by the Secretary or Assistant Secretary of Borrower certifying (A) that Borrower's Board of Directors has met and adopted, approved, consented to and ratified the resolutions attached thereto which authorize the execution, delivery and performance by Borrower of the Amendment and the Loan Documents, (B) the names of the officers of Borrower authorized to sign this Amendment and each of the Loan Documents to which Borrower is to be a party hereunder, (C) the specimen signatures of such officers, and (D) that neither the Articles of Incorporation nor Bylaws of Borrower have been amended since the date of the Agreement; (ii) No Material Adverse Change. There shall have occurred no material adverse change in the business, operations, financial condition, profits or prospects of Borrower, or in the Collateral, and the Lender shall have received a certificate of Borrower's chief executive officer to such effect; (iii) Other Documents. Borrower shall have executed and delivered such other documents and instruments as well as required record searches as Lender may require. (b) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Jenkens & Gilchrist, a Professional Corporation. (c) Borrower and the other Borrower Subsidiaries shall have collectively paid to Lender an amendment fee of $50,000. ARTICLE V --------- Miscellaneous Section 5.01. Survival of Representations and Warranties. All representations and warranties made in the Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely thereon. Section 5.02. Reference to Agreement. The Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference therein to the Agreement shall mean a reference to the Agreement as amended hereby. Section 5.03. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. Section 5.04. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF OKLAHOMA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA. Section 5.05. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. Lender may assign any or all of its rights or obligations hereunder without the prior consent of Borrower. Section 5.06. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Section 5.07. Effect of Waiver. No consent or waiver, express or implied, by Lender to or of any breach of or deviation from any covenant or condition of the Agreement or duty shall be deemed a consent or waiver to or of any other breach of or deviation from the same or any other covenant, condition or duty. No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Amendment, the Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Amendment, the Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in the Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law. Section 5.08. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. Section 5.09. Releases. As a material inducement to Lender to enter into this Amendment, Borrower hereby represents and warrants that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of and the other obligations created or evidenced by the Agreement or the other Loan Documents. Borrower hereby releases, acquits, and forever discharges Lender, and its successors, assigns, and predecessors in interest, their parents, subsidiaries and affiliated organizations, and the officers, employees, attorneys, and agents of each of the foregoing (all of whom are herein jointly and severally referred to as the "Released Parties") from any and all liability, damages, losses, obligations, costs, expenses, suits, claims, demands, causes of action for damages or any other relief, whether or not now known or suspected, of any kind, nature, or character, at law or in equity, which Borrower now has or may have ever had against any of the Released Parties, including, but not limited to, those relating to (a) usury or penalties or damages therefor, (b) allegations that a partnership existed between Borrower and the Released Parties, (c) allegations of unconscionable acts, deceptive trade practices, lack of good faith or fair dealing, lack of commercial reasonableness or special relationships, such as fiduciary, trust or confidential relationships, (d) allegations of dominion, control, alter ego, instrumentality, fraud, misrepresentation, duress, coercion, undue influence, interference or negligence, (e) allegations of tortious interference with present or prospective business relationships or of antitrust, or (f) slander, libel or damage to reputation, (hereinafter being collectively referred to as the "Claims"), all of which Claims are hereby waived. Section 5.10. Expenses of Lender. Borrower agrees to pay on demand (i) all costs and expenses reasonably incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel and (ii) all costs and expenses reasonably incurred by Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel. Section 5.11. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN LENDER AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND BORROWER. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written. "BORROWER" EL DORADO CHEMICAL COMPANY By:_______________________________________ Name:_____________________________________ Title:____________________________________ SLURRY EXPLOSIVE CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ "LENDER" BANKAMERICA BUSINESS CREDIT, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between El Dorado Chemical Company and Slurry Explosive Corporation and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under (i) that certain Continuing Guaranty with Security Agreement (the "Guaranty") dated as of December 12, 1994, and (ii) that certain Cross-Collateralization and Cross-Guaranty Agreement (the Cross-Collateralization Agreement ) dated as of December 12, 1994, each made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Guaranty and the Cross-Collateralization Agreement remain in full force and effect and the Guaranty and the Cross-Collateralization Agreement are hereby ratified and confirmed. Dated as of December 1, 1995. UNIVERSAL TECH CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB CHEMICAL CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S AUTOMOTIVE PRODUCTS, CO. (f/k/a LSB Bearing Corp.) By:_______________________________________ Name:_____________________________________ Title:____________________________________ INTERNATIONAL BEARING, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB EXTRUSION CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ ROTEX CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ TRIBONETICS CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL SYSTEMS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ HERCULES ENERGY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ MOREY MACHINERY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CHP CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ KOAX CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ APR CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between El Dorado Chemical Company and Slurry Explosive Corporation and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under that certain Cross- Collateralization and Cross-Guaranty Agreement (the Cross-Collateralization Agreement ) dated as of December 12, 1994, made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Cross-Collateralization Agreement remains in full force and effect and the Cross-Collateralization Agreement is hereby ratified and confirmed. Dated as of December 1, 1995. INTERNATIONAL ENVIRONMENTAL CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S BEARING CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ CLIMATE MASTER, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL MANUFACTURING CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB INDUSTRIES, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________
                                                               Exhibit 4.19
                             SECOND AMENDMENT
                                    TO
                        LOAN AND SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is dated as of December 1, 1995, and entered into by and between BANKAMERICA
BUSINESS CREDIT, INC. ("Lender") and INTERNATIONAL ENVIRONMENTAL CORPORATION
("Borrower"). 

     WHEREAS, Lender and Borrower have entered into that certain Loan and
Security Agreement dated December 12, 1994, as amended by that certain First
Amendment to Loan and Security Agreement dated as of August 17, 1995 (the
"Agreement"); 

     WHEREAS, Lender and Borrower desire to further amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, hereby agree as follows:

                                 ARTICLE I
                                 ---------     
                                Definitions

     Section 1.01.  Definitions.  Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

     Section 1.02.  New Definitions.  The following new definitions are
hereby added to the Agreement:

          "Second Amendment Date" means December 1, 1995.

          "Short Term Revolving Facility" means the credit facility
     hereunder consisting of the provision for Short Term Revolving Loans.

           "Short Term Revolving Loans" has the meaning specified in Section
     2.1.

                                ARTICLE II
                                ----------
                                Amendments

     Section 2.01.  Amendment to Section 2.1 of the Agreement.  Section
2.1 is hereby amended to read in its entirety as follows:

           2.1 Revolving Loans.  The Lender shall, subject to the terms and
     conditions set forth in this Agreement, and upon a Borrower s request
     from time to time, make revolving loans (the "Revolving Loans") to
     International Environmental Corporation up to the limits of the
     Availability.  The Lender, in its discretion, may elect to exceed the
     limits of the Availability on one or more occasions, but if it does so,
     the Lender shall not be deemed thereby to have changed the limits of the
     Availability, or to be obligated to exceed the limits of the
     Availability on any other occasion.  If the unpaid balance of the
     Revolving Loans exceeds the Availability (with the Availability for this
     purpose determined as if the amount of the Revolving Loans were zero),
     then the Lender may refuse to make or otherwise restrict Revolving Loans
     on such terms as the Lender determines until such excess has been
     eliminated.  Notwithstanding the foregoing, beginning on the Second
     Amendment Date and continuing until the earlier to occur of a "Mandatory
     Repayment" or May 17, 1996, Lender has agreed to make available to
     Borrowers a  Short Term Revolver Facility  in the maximum amount of up
     to $2,000,000 (the "Maximum Short Term Facility Amount"), subject to the
     "Mandatory Reductions" as hereinafter described.  The Short Term
     Revolver Facility consists of Revolving Loans (the "Short Term Revolving
     Loans") which exceed Availability and which bear interest at a higher
     Applicable Interest Rate than the other Revolving Loans.  The Maximum
     Short Term Facility Amount shall be subject to the following "Mandatory
     Reductions":  beginning on April 5, 1996 and continuing every seven (7)
     days thereafter, the Maximum Short Term Facility Amount will be reduced
     by increments of $300,000 each.  In addition, if at any time either (a)
     the term debt under the HCFS Loan Agreement is restructured, or (b) EDC
     enters into a lease transaction with respect to its Real Property and/or
     Equipment, then the Short Term Revolver Facility will terminate
     immediately and all Short Term Revolving Loans will be due and payable
     (the "Mandatory Repayment").  Either Borrower may request Revolving
     Loans either orally or in writing, provided, however, that each such
     request with respect to Reference Rate Loans shall be made no later than
     1:00 p.m. (Los Angeles, California time).  Each oral request by either
     Borrower for a Revolving Loans shall be conclusively presumed to be made
     by a person authorized by such Borrower to do so and the crediting of a
     Revolving Loan to the Borrowers  deposit account, or transmittal to such
     Person as either Borrower shall direct, shall conclusively establish the
     joint and several obligation of the Borrowers to repay such Revolving
     Loan.  The Lender will charge all Revolving Loans and other Obligations
     to a loan account of the Borrowers maintained with the Lender.  All
     fees, commissions, costs, expenses, and other charges due from the
     Borrowers, or either of them, pursuant to the Loan Documents, and all
     payments made and out-of-pocket expenses incurred by Lender and
     authorized to be charged to the Borrowers, or either of them, pursuant
     to the Loan Documents, will be charged as Revolving Loans to the
     Borrowers  loan account as of the date due from the Borrowers or the
     date paid or incurred by the Lender, as the case may be. 

     Section 2.02.  Amendment to Section 3.1(a) of the Agreement. 
Subsections (i) and (ii) of Section 3.1(a) of the Agreement are hereby amended
to read in their entirety as follows:

           (i) For all amounts charged as Revolving Loans other than Short
     Term Revolving Loans and Eurodollar Rate Loans, including all Revolving
     Loans which are Reference Rate Loans, then at a fluctuating per annum
     rate equal to one percent (1%) per annum (the "Reference Rate Margin")
     plus the Reference Rate, provided, however, that with respect to Short
     Term Revolving Loans other than Eurodollar Rate Loans the Reference Rate
     Margin will be three percent (3%); and

           (ii)     If the Revolving Loans are Eurodollar Rate Loans, then at a
     per annum rate equal to: three and three-eighths percent (3.375%) per
     annum (the  Eurodollar Margin ) plus the Eurodollar Rate determined for
     the applicable Interest Period; provided, however, that with respect to
     Short Term Revolving Loans that are Eurodollar Rate Loans, the
     Eurodollar Margin will be five and three-eighths percent (5.375%);

     Notwithstanding the foregoing, if Adjusted Tangible Net Worth equals or
     exceeds $89,500,000, as reflected on Borrower s most current quarterly
     Financial Statements provided no Event of Default is outstanding, then
     for so long as Adjusted Tangible Net Worth is at least $89,500,000, both
     the Reference Rate Margin and the Eurodollar Margin with respect to the
     Revolving Loans other than the Short Term Revolving Loans will be
     reduced by one-half of one percent (.50%), and the reduction will be
     effective as of the first day of the month following receipt by Lender
     of the Financial Statements.

     Each change in the Reference Rate shall be reflected in the interest
     rate described in (i) above as of the effective date of such change. 
     All interest charges shall be computed on the basis of a year of three
     hundred sixty (360) days and actual days elapsed.  Except as otherwise
     provided herein, (1) interest accrued on each Eurodollar Rate Loan shall
     be payable in arrears on each Eurodollar Interest Payment Date
     applicable to such Eurodollar Rate Loan and upon payment thereof in
     full, and (2) interest accrued on the Reference Rate Loans will be
     payable in arrears on the first day of each month hereafter. 
 
The remaining provisions of Section 3.1(a) are unchanged.

     Section 2.03.  Amendment to Section 9.16 of the Agreement.  Section
9.16 is hereby amended to read in its entirety as follows:

           9.16     Adjusted Tangible Net Worth.  Adjusted Tangible Net Worth
     (without taking into account any purchases of treasury stock) will not
     be less than the following amounts at the end of each of the Fiscal
     Quarters during the following Fiscal Years:
Fiscal Quarters in the Following Fiscal Years 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ---------------------- ----------- ----------- ----------- ----------- Fiscal Year Ending December 31, 1995 $ 78,000,000(1) Fiscal Year Ending December 31, 1996 $ 78,000,000(1) $ 79,000,000(1) $ 80,000,000(1) $ 81,000,000(1) Fiscal Year Ending December 31, 1997 $ 81,000,000 $ 82,000,000 $ 83,000,000 $ 84,000,000 Each Fiscal Quarter during each Fiscal Year ending thereafter: $ 84,000,000(1)
(1) This number is to be reduced by the amount of any purchase of treasury stock by LSB pursuant to Section 9.14 of the Loan and Security Agreement between LSB and the Lender. ARTICLE III ----------- Ratifications, Representations and Warranties Section 3.01. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement, including, without limitation, all financial covenants contained therein, are ratified and confirmed and shall continue in full force and effect. Lender and Borrower agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 3.02. Representations and Warranties. Borrower hereby represents and warrants to Lender that the execution, delivery and performance of this Amendment and all other loan, amendment or security documents to which Borrower is or is to be a party hereunder (hereinafter referred to collectively as the "Loan Documents") executed and/or delivered in connection herewith, have been authorized by all requisite corporate action on the part of Borrower and will not violate the Articles of Incorporation or Bylaws of Borrower. ARTICLE IV ---------- Conditions Precedent Section 4.01. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Lender): (a) Lender shall have received all of the following, each dated (unless otherwise indicated) as of the date of this Amendment, in form and substance satisfactory to Lender in its sole discretion: (i) Company Certificate. A certificate executed by the Secretary or Assistant Secretary of Borrower certifying (A) that Borrower's Board of Directors has met and adopted, approved, consented to and ratified the resolutions attached thereto which authorize the execution, delivery and performance by Borrower of the Amendment and the Loan Documents, (B) the names of the officers of Borrower authorized to sign this Amendment and each of the Loan Documents to which Borrower is to be a party hereunder, (C) the specimen signatures of such officers, and (D) that neither the Articles of Incorporation nor Bylaws of Borrower have been amended since the date of the Agreement; (ii) No Material Adverse Change. There shall have occurred no material adverse change in the business, operations, financial condition, profits or prospects of Borrower, or in the Collateral, and the Lender shall have received a certificate of Borrower's chief executive officer to such effect; (iii) Other Documents. Borrower shall have executed and delivered such other documents and instruments as well as required record searches as Lender may require. (b) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Jenkens & Gilchrist, a Professional Corporation. (c) Borrower and the other Borrower Subsidiaries shall have collectively paid to Lender an amendment fee of $50,000. ARTICLE V --------- Miscellaneous Section 5.01. Survival of Representations and Warranties. All representations and warranties made in the Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely thereon. Section 5.02. Reference to Agreement. The Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference therein to the Agreement shall mean a reference to the Agreement as amended hereby. Section 5.03. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. Section 5.04. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF OKLAHOMA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA. Section 5.05. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. Lender may assign any or all of its rights or obligations hereunder without the prior consent of Borrower. Section 5.06. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Section 5.07. Effect of Waiver. No consent or waiver, express or implied, by Lender to or of any breach of or deviation from any covenant or condition of the Agreement or duty shall be deemed a consent or waiver to or of any other breach of or deviation from the same or any other covenant, condition or duty. No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Amendment, the Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Amendment, the Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in the Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law. Section 5.08. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. Section 5.09. Releases. As a material inducement to Lender to enter into this Amendment, Borrower hereby represents and warrants that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of and the other obligations created or evidenced by the Agreement or the other Loan Documents. Borrower hereby releases, acquits, and forever discharges Lender, and its successors, assigns, and predecessors in interest, their parents, subsidiaries and affiliated organizations, and the officers, employees, attorneys, and agents of each of the foregoing (all of whom are herein jointly and severally referred to as the "Released Parties") from any and all liability, damages, losses, obligations, costs, expenses, suits, claims, demands, causes of action for damages or any other relief, whether or not now known or suspected, of any kind, nature, or character, at law or in equity, which Borrower now has or may have ever had against any of the Released Parties, including, but not limited to, those relating to (a) usury or penalties or damages therefor, (b) allegations that a partnership existed between Boprower and the Released Parties, (c) allegations of unconscionable acts, deceptive trade practices, lack of good faith or fair dealing, lack of commercial reasonableness or special relationships, such as fiduciary, trust or confidential relationships, (d) allegations of dominion, control, alter ego, instrumentality, fraud, misrepresentation, duress, coercion, undue influence, interference or negligence, (e) allegations of tortious interference with present or prospective business relationships or of antitrust, or (f) slander, libel or damage to reputation, (hereinafter being collectively referred to as the "Claims"), all of which Claims are hereby waived. Section 5.10. Expenses of Lender. Borrower agrees to pay on demand (i) all costs and expenses reasonably incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel and (ii) all costs and expenses reasonably incurred by Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the costs and fees of Lender's legal counsel and the allocated cost of staff counsel. Section 5.11. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN LENDER AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND BORROWER. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written. "BORROWER" INTERNATIONAL ENVIRONMENTAL CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ "LENDER" BANKAMERICA BUSINESS CREDIT, INC. By:________________________________________ Name:______________________________________ Title:_____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between International Environmental Corporation and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under (i) that certain Continuing Guaranty with Security Agreement (the "Guaranty") dated as of December 12, 1994, and (ii) that certain Cross-Collateralization and Cross-Guaranty Agreement (the "Cross- Collateralization Agreement") dated as of December 12, 1994, each made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Guaranty and the Cross-Collateralization Agreement remain in full force and effect and the Guaranty and the Cross-Collateralization Agreement are hereby ratified and confirmed. Dated as of December 1, 1995. UNIVERSAL TECH CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB CHEMICAL CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ L&S AUTOMOTIVE PRODUCTS CO. (f/k/a LSB Bearing Corp.) By:_______________________________________ Name:_____________________________________ Title:____________________________________ INTERNATIONAL BEARINGS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ LSB EXTRUSION CO. By:_______________________________________ Name:_____________________________________ Title:____________________________________ ROTEX CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ TRIBONETICS CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ SUMMIT MACHINE TOOL SYSTEMS, INC. By:_______________________________________ Name:_____________________________________ Title:____________________________________ HERCULES ENERGY MFG. CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ MOREY MACHINERY MANUFACTURING CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CHP CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ KOAX CORP. By:_______________________________________ Name:_____________________________________ Title:____________________________________ APR CORPORATION By:_______________________________________ Name:_____________________________________ Title:____________________________________ CONSENTS AND REAFFIRMATIONS --------------------------- Each of the undersigned hereby acknowledges the execution of, and consents to, the terms and conditions of that Second Amendment to Loan and Security Agreement dated as of December 1, 1995, between International Environmental Corporation and BankAmerica Business Credit, Inc. ("Creditor") and reaffirms its obligations under that certain Cross-Collateralization and Cross-Guaranty Agreement (the Cross-Collateralization Agreement ) dated as of December 12, 1994, made by the undersigned in favor of the Creditor, and acknowledges and agrees that the Cross-Collateralization Agreement remains in full force and effect and the Cross-Collateralization Agreement is hereby ratified and confirmed. Dated as of December 1, 1995. LSB INDUSTRIES, INC. By:______________________________________ Name:____________________________________ Title:___________________________________ L&S BEARING CO. By:______________________________________ Name:____________________________________ Title:___________________________________ CLIMATE MASTER, INC. By:______________________________________ Name:____________________________________ Title:___________________________________ SUMMIT MACHINE TOOL MANUFACTURING CORP. By:______________________________________ Name:____________________________________ Title:___________________________________
                                                               EXHIBIT 10.8


                                 AGREEMENT



                                  between



                        EL DORADO CHEMICAL COMPANY

                                    and

           OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION
                            AND ITS LOCAL 5-434



                         Effective: August 5, 1995





                        EL DORADO CHEMICAL COMPANY
                            El Dorado, Arkansas                             
                             TABLE OF CONTENTS


PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE I      TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II          MANAGEMENT RIGHTS CLAUSE . . . . . . . . . . . . . .  1

ARTICLE III         RIGHT TO ARBITRATE . . . . . . . . . . . . . . . . .  2

ARTICLE IV          GRIEVANCE PROCEDURE AND ARBITRATION. . . . . . . . .  2

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . .  2
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . .  4
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . .  4

ARTICLE V      CLASSIFICATION CHANGES. . . . . . . . . . . . . . . . . .  4

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . .  4
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . .  4
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . .  5
               Section 4 . . . . . . . . . . . . . . . . . . . . . . . .  5
               Section 5 . . . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE VI          HOURS OF WORK. . . . . . . . . . . . . . . . . . . .  6

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . .  6
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . .  6
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . .  6
               Section 4 . . . . . . . . . . . . . . . . . . . . . . . .  7
               Section 5 . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE VII    CALL-OUT OVERTIME AND LOCAL NOTIFICATION. . . . . . . . .  7

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . .  7
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . .  8
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . .  8
               Section 4 . . . . . . . . . . . . . . . . . . . . . . . .  9

ARTICLE VIII   SHIFT MEN - DAY MEN . . . . . . . . . . . . . . . . . . .  9

ARTICLE IX          HOLIDAY DAY. . . . . . . . . . . . . . . . . . . . .  9

ARTICLE X      VACATIONS . . . . . . . . . . . . . . . . . . . . . . . . 10

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . . 10
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . . 10
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . . 11
               Section 4 . . . . . . . . . . . . . . . . . . . . . . . . 11
               Section 5 . . . . . . . . . . . . . . . . . . . . . . . . 11
               Section 6 . . . . . . . . . . . . . . . . . . . . . . . . 12
               Section 7 . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE XI          SENIORITY. . . . . . . . . . . . . . . . . . . . . . 12

               Section 1 Eligibility for Seniority . . . . . . . . . . . 12
               Section 2 Seniority Credits . . . . . . . . . . . . . . . 13
               Section 3 Progression Chart . . . . . . . . . . . . . . . 13
               Section 4 Bargaining Unit and Area Seniority. . . . . . . 13
               Section 5 Vacancies of More than Ninety (90) Days . . . . 14
               Section 6 Vacancy Posting and Bidding Procedure . . . . . 14
               Section 7 Filling Vacancies of Ninety (90) Days or Less . 15
               Section 8 Classifications and Shifts. . . . . . . . . . . 18
               Section 9 Reduction in Forces . . . . . . . . . . . . . . 19
               Section 10     Status of Employees Laid Off . . . . . . . 20
               Section 11     Seniority Lists. . . . . . . . . . . . . . 21
               Section 12     Seniority - Outside Assignments. . . . . . 21
               Section 13     Layoffs and Reemployment . . . . . . . . . 21
               Section 14     New Operations and Existing Operations . . 22
               Section 15     Promotional Requirements . . . . . . . . . 22

ARTICLE XII    PHYSICAL EXAMINATIONS . . . . . . . . . . . . . . . . . . 22

               Section 1 Periodical Examinations . . . . . . . . . . . . 22
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . . 22
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XIII   AUTHORIZED DEDUCTIONS . . . . . . . . . . . . . . . . . . 23

               Section 1 Union Dues. . . . . . . . . . . . . . . . . . . 23
               Section 2 Political Contributions . . . . . . . . . . . . 23

ARTICLE XIV    DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . 24

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . . 24
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . . 24
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XV     MILITARY LEAVE. . . . . . . . . . . . . . . . . . . . . . 24

               Section 1 Leave of Absence. . . . . . . . . . . . . . . . 24
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XVI    BULLETIN BOARDS . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XVII   SAFETY & HEALTH . . . . . . . . . . . . . . . . . . . . . 25

               Section 1 . . . . . . . . . . . . . . . . . . . . . . . . 25
               Section 2 . . . . . . . . . . . . . . . . . . . . . . . . 25
               Section 3 . . . . . . . . . . . . . . . . . . . . . . . . 25
               Section 4 . . . . . . . . . . . . . . . . . . . . . . . . 25
               Section 5 . . . . . . . . . . . . . . . . . . . . . . . . 26
               Section 6 . . . . . . . . . . . . . . . . . . . . . . . . 26
               Section 7 . . . . . . . . . . . . . . . . . . . . . . . . 26
               Section 8 . . . . . . . . . . . . . . . . . . . . . . . . 26
               Section 9 . . . . . . . . . . . . . . . . . . . . . . . . 26
               Section 10. . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE XVIII  WORKMEN'S COMMITTEE CONFERENCES . . . . . . . . . . . . . 27

ARTICLE XIX    SEVERANCE PAY . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE XX     CONTRACT WORK . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XXI    DISCRIMINATION. . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XXII   LEAVE OF ABSENCE. . . . . . . . . . . . . . . . . . . . . 28

               Section 1 Personal Business . . . . . . . . . . . . . . . 28
               Section 2 Union Business. . . . . . . . . . . . . . . . . 28
               Section 3 Sickness or Accident. . . . . . . . . . . . . . 29

ARTICLE XXIII  JURY DUTY . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XXIV   WAGE RATES AND CLASSIFICATIONS. . . . . . . . . . . . . . 30

ARTICLE XXV    VALIDITY. . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XXVI   NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE XXVII  FUNERAL LEAVE . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE XXVIII SICKNESS BENEFITS . . . . . . . . . . . . . . . . . . . . 32

               Group Insurance and Pension . . . . . . . . . . . . . . . 32

ARTICLE XXIX   NO LOCKOUT - NO STRIKE. . . . . . . . . . . . . . . . . . 32

ARTICLE XXX    RETIREMENT AGE. . . . . . . . . . . . . . . . . . . . . . 32

EXHIBIT "A"    OPERATING DEPARTMENT PROGRESSION CHART. . . . . . . . . . 34

EXHIBIT "B"    WAGE RATES AND CLASSIFICATIONS. . . . . . . . . . . . . . 34

               SHIFT DIFFERENTIAL. . . . . . . . . . . . . . . . . . . . 35

               CLOTHING ALLOWANCE. . . . . . . . . . . . . . . . . . . . 35

               EMERGENCY SQUAD PREMIUM . . . . . . . . . . . . . . . . . 35

EXHIBIT "C-2"  5-2 SHIFT SCHEDULE. . . . . . . . . . . . . . . . . . . . 36

EXHIBIT "C-3"  UNIFORM SHIFT SCHEDULE. . . . . . . . . . . . . . . . . . 36

EXHIBIT "D"    CONSOLIDATION POLICY. . . . . . . . . . . . . . . . . . . 37

LETTER OF UNDERSTANDING. . . . . . . . . . . . . . . . . . . . . . . . . 40

EXTRA CREW LETTER OF UNDERSTANDING . . . . . . . . . . . . . . . . . . . 42

AMERICANS WITH DISABILITIES ACT LETTER OF UNDERSTANDING. . . . . . . . . 44

TWELVE HOUR SHIFT LETTER OF UNDERSTANDING. . . . . . . . . . . . . . . . 45

                                 PREAMBLE

     Articles of Agreement between EL DORADO CHEMICAL COMPANY (hereinafter
referred to as "Company") and OIL, CHEMICAL, AND ATOMIC WORKERS INTERNATIONAL
UNION AND ITS LOCAL 5-434 (hereinafter referred to as "Union"), whom the
Company recognizes as the exclusive bargaining agency for all production,
chemical, and operating employees included in the bargaining unit at its
chemical plant located North of El Dorado, Arkansas, for the purposes of pay,
wages, and other conditions of employment.  There is excepted from the bar-
gaining unit described all Maintenance employees not otherwise described
within the Preamble, guards, shipping attendants, janitors and common labor-
ers, office and clerical employees, non-working Foremen, and all supervisory
employees.

                                 ARTICLE I
                             TERM OF AGREEMENT

     This Agreement shall remain in full force and effect for a period
beginning at 12:01 a.m. August 5, 1995, and ending at 12:00 Midnight, July 31,
1998.  At reasonable times after June 1, 1998, the parties will meet for the
purpose of negotiating a new contract to be effective for the period commenc-
ing after 12:00 Midnight, July 31, 1998.

                                ARTICLE II
                         MANAGEMENT RIGHTS CLAUSE

     The Union expressly recognizes that the Company has the exclusive
responsibility for and authority over (whether or not the same was exercised
heretofore) the management, operation and maintenance of its facilities and,
in furtherance thereof, has, subject to the terms of this Agreement, the right
to determine policy affecting the selection, hiring, and training of employ-
ees; to direct the work force and to schedule work; to institute and enforce
reasonable rules of conduct, to assure discipline, and efficient operation; to
determine what work is to be done, what is to be produced and by what means;
to determine the quality and quantity of workmanship; to determine the size
and composition of the work force; to determine the allocation and assignment
of work to employees; to determine the location of business, including the
establishment of new locations or departments, divisions, or subdivisions
thereof; to arrange for work to be done by other companies or other divisions
of the Company; to alter, combine, or eliminate any classification, operation,
service or department; to sell, merge, or discontinue the business or any
phase thereof; provided, however, in the exercise of these prerogatives, none
of the specific provisions of the Agreement shall be abridged.

     The Company will not use the vehicle of subcontracting for the sole
purpose of laying off employees or reducing the number of hours available to
them.

                                ARTICLE III
                            RIGHT TO ARBITRATE

     All grievances and disputes as to classifications, hours of work, and
other working conditions, arising between the Company and the employees shall
be governed in manner of settlement by the terms of this Agreement.  Whenever
any grievance or dispute arises which cannot be otherwise adjusted, the
parties hereto agree that the same shall be decided in the manner provided for
in Article IV.  Only a matter concerning the interpretation or application of
a provision of this Agreement shall be the subject of arbitration.

                                ARTICLE IV
                    GRIEVANCE PROCEDURE AND ARBITRATION

Section 1.

     Grievances shall be limited to matters concerning the provisions of the
Agreement.  A "grievance," as that term is used in this contract, means a
claim by an employee, or the Union, that a term of this contract has been
violated.  All time limits in the first, second, third, and fourth steps
listed below shall be to "working days" which shall be interpreted to include
only Monday through Friday, but shall not include holidays.  Time limits
specified herein may be extended by mutual written agreement of the parties in
unusual cases.

                                First Step

     The aggrieved employee, and/or his Steward, shall verbally discuss the
grievance with his foreman and/or supervisor.  If the foreman and/or
supervisor's verbal reply is not satisfactory, the employee and/or his Steward
shall submit the grievance in writing to his foreman or supervisor.  No
grievance shall be considered unless it is filed within fifteen (15) days
after the occurrence of the event complained of.  The supervisor to whom the
grievance is submitted in writing shall provide his written reply within
fifteen (15) days after receipt of the grievance.

     Within five (5) days after the receipt of the written decision of the
supervisor, the Steward shall notify the supervisor as to whether his decision
is satisfactory.

                                Second Step

     If the written decision of the supervisor is not satisfactory, the Chief
Steward shall submit the grievance in writing, within ten (10) days, to the
head of the department in which the grievance arose.  He shall give his reply
in writing within fifteen (15) days after receipt of the grievance.

     Within five (5) days after the receipt of the written decision of the
department head, the Chief Steward shall notify the department head as to
whether the decision is satisfactory.

                                Third Step

     If the decision of the appropriate department head is not satisfactory,
it shall be submitted in writing, within ten (10) days, to the Plant Manager,
who shall then have ten (10) days after receipt of the grievance in which to
render his decision.

     Within ten (10) days after receipt of the written decision of the Plant
Manager, the Workmen's Committee shall notify the Plant Manager, in writing,
as to whether his decision is satisfactory.

                                Fourth Step

     If the procedure is not adjusted satisfactorily through the procedure
hereinbefore mentioned, the matter may be referred to an arbitrator.  If the
Union desires to submit such grievance to an impartial arbitrator (providing
the grievance is one which does not involve matters on which arbitration is
specifically prohibited under the terms of this Agreement, and which the
Company and the Union have mutually agreed to submit to arbitration) it must
notify the other party of that fact, in writing, within thirty (30) days after
the date the Plant Manager, or other duly authorized representative, advised
the Workmen's Committee of his decision.

     The Union and the Company shall make written application to the Federal
Mediation and Conciliation Service requesting a seven-name arbitrator panel
from which the parties shall select an arbitrator.  The parties shall alter-
nately each strike three names, one at a time.  After striking, the remaining
name shall act as Arbitrator.  It is understood that, starting with the first
arbitration case following the date of the execution of this Agreement, the
Union shall strike the first name.  In the next case, the first name stricken
will be by the Company and, alternately, the Union and the Company thereafter. 
Both the Company and the Union shall have the right to reject two panels
submitted by the Federal Mediation and Conciliation Service.

     When the Arbitrator has been selected, he shall meet for the consider-
ation of the grievance as soon thereafter as is practical.  Any such meeting
of an Arbitrator shall be held in El Dorado, Arkansas, unless the parties
unanimously decide otherwise.

     Any such Arbitrator shall decide only the grievance submitted to him
upon testimony presented to him by the Union and the Company, and shall render
his decision in writing.

     Except as otherwise specifically provided in this Agreement, the Arbi-
trator shall have no power to change the wages, hours, or conditions of
employment set forth in this Agreement; he shall have no power to add to,
subtract from, or modify any of the terms of this Agreement; he shall deal
only with the grievance which occasioned his appointment.  He will require
that the Union has the burden of establishing its position on behalf of the
employee, except in a discipline and/or discharge case when the burden will be
on management.

     The parties hereto shall comply fully with the award or decision made by
any such Arbitrator, and the decision of the Arbitrator will be final and
binding on both parties.

     The expense of the Arbitrator shall be paid equally by the Company and
the Union.

Section 2.

     No provision of this Article IV, or of any other Article of this Agree-
ment, shall deprive any employee covered by the terms of this Agreement of any
rights to which he may be entitled under Section 9(a) of the Labor Management
Relations Act of 1947, or any other Statute of the United States.

Section 3.

     In the event a grievance arises over a discharge or layoff, the first
and second steps of the grievance procedure may be bypassed.

                                 ARTICLE V
                          CLASSIFICATION CHANGES

Section 1.

     An employee who is temporarily required to perform (for more than one
(1) hour) work of a classification which has a higher rate of pay than the
rate of pay for the classification to which the employee is regularly as-
signed, shall be paid at the rate of the higher classification in which he is
working so long as, and only as long as, he is required continuously to
perform work of the higher classification.  The payment of the higher rate for
one (1) hour or more will be retroactive to the start of the time when that
employee began to work in the higher classification.

Section 2.

     Subject to the provision of Article XI, Section 10, when an employee is
transferred to a classification paying a smaller wage rate than the classifi-
cation from which he was transferred, he shall receive the rate of pay of the
new classification at the end of ninety (90) calendar days.

     If an employee is shifted to any classification paying a smaller wage
rate than his regularly assigned classification due to the temporary shutdown
of equipment, no reduction in rate shall be made during the first ninety (90)
calendar days.

     If an employee is transferred to a lower classification due to the
exercise of seniority provisions of this Agreement, he shall receive the rate
of his new classification on the date of transfer.

Section 3.

     An employee who is to be laid off, due to reduction in the work force
shall be given two (2) weeks' notice of the date of the layoff.  In the
absence of such notice, the employee shall be given two (2) weeks' pay at his
rate at the time of his layoff.  It is provided, however, if an employee is
temporarily laid off and is reemployed within less than two (2) weeks of the
date on which he was temporarily laid off, he shall be paid only a sum equal
to the number of hours he would have worked during the period of the layoff on
his regular schedule, multiplied by the hourly wage rate which he was earning
at the time he was laid off.

     Neither notice nor pay in lieu of notice referred to in this Section 3
shall be required with respect to a temporary layoff which is due to a reduc-
tion in forces caused by fire, storm, explosion, Act of God, production
emergency due to manpower shortage, or by a strike of any employees of the
Company at the Chemical Plant (which employees are in another bargaining
unit), or by a strike of any employees of any other employer.

Section 4.

     All work peculiar to any classification shall normally be done by
employees regularly assigned to that classification except in cases of emer-
gency.  An employee called out or assigned to fill that vacancy will be
considered regularly assigned to that classification.  However, operating
personnel in operating areas may perform any other duties and routine process
control analyses related to the operation of the Unit.  No arbitrary changes
in present classifications or duties thereof will be made with the purpose or
result of reducing the pay of any classification.  Any man who has available
time over and above his normal duties shall assist other employees in his
area.

     When an employee's area duties are down and there is to be no work for
him at all on his shift, he may be assigned to:

     1.   Fill other operating vacancies within his area.

     2.   Assist in maintenance efforts anywhere in the plant.

     3.   Perform yard maintenance work anywhere in the plant.

     4.   Perform minor maintenance in his unit.

     5.   Perform any other duties as directed by his supervisor so long as
          it does not require the performance of an immoral or unsafe act.

     (Under this condition, an employee may be notified to change shifts and,
if so notified sixteen (16) hours or more in advance of the beginning of his
new shift, will not be entitled to pay in lieu of short notice under Article
VII of the current agreement.)

     When an employee's assignment is down only part of the shift, he may be
assigned to:

     1.   Assist in maintenance efforts in his unit.

     2.   Perform yard maintenance work in his unit.

     3.   Perform minor maintenance in his unit.

     4.   Perform any other duties as directed by his supervisor so long as
          it does not require the performance of an immoral or unsafe act.

     An Operating Department employee shall perform minor maintenance func-
tions while his unit is operating if he has time available over and above his
primary operating duties.

Section 5.

     Except in cases of emergency and for training purposes, no foreman,
supervisor, or employee not covered by this Agreement shall do any work
peculiar to any classification covered by the bargaining unit.  However,
Maintenance employees may from time to time perform minor operating functions
when accompanied by operating personnel.  The Company shall use technical
employees from time to time to make tests and inspections requiring engineer-
ing skill.

                                ARTICLE VI
                               HOURS OF WORK

Section 1.

     The regular hours for work shall be eight (8) hours per day and forty
(40) hours per work week.  One and one-half (1-1/2) times the applicable
hourly rate will be paid for all work in excess of eight (8) hours in any one
day, in excess of eight (8) hours in succession, or forty (40) hours in any
one week.

Section 2.

     The work week shall begin at 11:00 p.m. on Sunday and end at 11:00 p.m.
the following Sunday.  The work day shall begin at 11:00 p.m. and end at 11:00
p.m.

Section 3.

     The work schedule and shift schedules which are presently in effect and
which are made a part of this contract as Exhibit "C" shall remain in full
force and effect for the terms of this Agreement.  Regular hours of work for
laboratory personnel shall be 8:00 a.m. to 4:30 p.m.

     Hours of work may be changed to 7:00 a.m. to 3:00 p.m. as dictated by
the needs of the production or production accounting departments and will not
be considered a change in shift.  Laboratory personnel may be assigned to work
other shifts periodically as necessary to meet the needs of the production
department.

Section 4.

     The payment of additional compensation for any hours worked in excess of
eight (8) hours in any one day, or forty (40) hours in any one work week,
shall be in satisfaction of the obligation of the Company under this Agree-
ment.  There shall be no duplicate payment for daily overtime and weekly
overtime.  If daily overtime is greater in any one work week, only daily
overtime shall be paid, or if weekly overtime is greater in any one work week,
only weekly overtime shall be paid.

Section 5.

     Notwithstanding any other provision of this Agreement to the contrary,
no employee, except in case of emergency, shall be allowed or required to work
more than sixteen (16) consecutive hours.

                                ARTICLE VII
                 CALL-OUT OVERTIME AND LOCAL NOTIFICATION

     Overtime shall initially be distributed, as equitably as practicable, to
employees regularly assigned within the area where the overtime is required. 
The Company may then offer such work to employees in other areas who are
qualified.

Section 1.

     Work that is required beyond the end of the shift (or end of the day)
that is expected to be four (4) hours or less in duration will be performed by
a holdover, whereby the overtime will be offered to the employees on duty who
are qualified for the work in the order that their names appear on the respec-
tive area call-out list.  If the work will exceed four (4) hours, Company
shall have the option of holding an employee over four (4) hours and calling a
qualified oncoming employee in four (4) hours early to complete the overtime,
or calling an employee out from the appropriate call-out list.

     An employee held over for as much as one (1) hour in a case in which his
relief is not late, shall be paid a minimum of four (4) hours at straight time
at his regular rate even though the full four (4) hours may not be worked. 
However, in the case of a holdover due to a Company meeting, individuals will
be paid time and one-half (1-1/2) for hours worked.

     An employee called for work outside his regular schedule shall be paid a
minimum of four (4) hours at time and one-half (1-1/2) his regular rate even
though the full four (4) hours may not be worked or he does not work at all.

     An employee called out for work outside his regular hours will not be
deprived of completing his daily schedule of hours on account of the extra
hours worked on such call-out.  An employee called out for work who works
continuously until the beginning of his regular hours of work and continues to
work the regular hours of his scheduled work shall not be considered to have
had a change in shift within the meaning of Section 3 of this Article VII. 
Notwithstanding the fact that an employee has been called out for work, such
employee shall be required to perform his regular work schedule during the
remainder of the work week in which such call-out occurs unless excused by the
Company.

     In the event overtime distribution and/or call-out procedures do not
provide the Company with sufficient qualified personnel to perform the over-
time work, the Company shall have the right to assign qualified personnel, or
at its option, assign the work to a salaried employee.

Section 2.

     If an employee reports to work on time as scheduled, he shall be given
the opportunity of working a full 8-hour shift.  If an employee reports to
work late for a scheduled work day and arrangements have been made to have an
employee work overtime in his place, the Company shall allow the employee who
reported to work late to work the remainder of his regular schedule, and the
employee who is working overtime due to such employee being late will be
relieved of duty.

Section 3.

     No employee shall lose any time from his normally scheduled 40-hour week
occasioned by any shift change.  However, any employee who is working extra to
complete his forty (40) hours per week may be used for filling vacancies in
his area in accordance with his seniority.  The Company further agrees that
each employee shall receive twenty-four (24) hours' notice prior to any change
in his shift, or in lieu thereof, the employee shall receive time and one-half
(1-1/2) for the first shift worked; however, no such extra pay shall be paid
when an employee's shift is changed incident to his promotion to a higher
vacancy or when he is returned to his regular assignment from an advancement. 
However, if an employee's assignment is temporarily shut down and, as a
result, there is no work for him on his regular assignment, he may be so
notified and reassigned to fill other operating vacancies on another shift or
to work with Maintenance on another shift.  If the employee is so notified
sixteen (16) hours or more in advance of the beginning of his new shift, he
will not be entitled to pay in lieu of short notice for shift change.

     If an Operator Trainee (in order to complete his forty (40) hours per
week) must work outside the regularly scheduled hours of a day employee, he
will be assigned to work extra and may be used as a relief man for filling
vacancies in the operating area in which he last worked in accordance with his
seniority.

Section 4.

     If an employee is instructed to work and does work continuously for as
much as two (2) hours before or beyond his regular shift or schedule, he shall
be paid a sum equivalent to thirty (30) minutes at straight-time pay in lieu
of meal time.

                               ARTICLE VIII
                            SHIFT MEN - DAY MEN

     The term "shift employee" as used herein shall be deemed to mean one who
is employed for specific periods in the course of continuous operations
regularly carried on during two (2) or more shifts per day, five (5) or more
days a week; each other employee is a "day employee."

                                ARTICLE IX
                                HOLIDAY DAY

     Each of the following days is a holiday:

                              New Year's Day
                                Good Friday
                               Memorial Day
                                July Fourth
                                 Labor Day
                               Columbus Day
                             Thanksgiving Day
                          Day after Thanksgiving
                               Christmas Eve
                               Christmas Day

     Each of the above-mentioned holidays shall be deemed to begin at 11:00
p.m. on the day immediately preceding the holiday and end at 11:00 p.m. on the
holiday, except when the holiday falls on Sunday, in which case those employ-
ees who are working a 6-day week will observe the holiday on the following
Monday.

     Each employee who works on a holiday will be paid eight (8) hours'
holiday pay at his straight time rate and, in addition, will be paid one and
one-half (1-1/2) times his straight time rate for each hour worked on the
holiday.

     Each employee covered by this Agreement who does not work on a particu-
lar holiday shall be paid, with respect to that holiday, a sum equal to his
regular straight time for eight (8) hours worked, provided that no such
payment shall be made to an employee, with respect to a holiday, if such
employee (a) is scheduled to work on that holiday and, without permission of
the Company, fails to report for work; or (b) is on leave of absence; or (c)
is on layoff; or (d) is on sick leave and has not worked or does not work at
any time during the 2-week pay period in which the holiday occurs.

     Holiday Pay -- Employee will be off on a holiday if so notified that his
services are not needed.  Employees who fail to receive proper notification
will receive time and one-half (1-1/2) for the first shift worked after the
said holiday.  Proper notification will be twenty-four (24) hours.  Such
notification shall not be required in the event of unit or equipment mechani-
cal failure, fire, storm, explosion, or Act of God.

     Employees will have the option, by seniority, to elect to work or leave
if less than all can be excused.

     Day Employees -- assigned to the Operating areas -- who normally work
Monday through Friday, shall observe a holiday falling on Saturday the preced-
ing Friday, and a holiday falling on Sunday the following Monday, and not
report for work unless notified.  However, the Christmas Eve holiday shall be
observed on the last scheduled work day prior to Christmas Day holiday.

                                 ARTICLE X
                                 VACATIONS

Section 1.

     Normal vacation accruals will be computed in accordance with the follow-
ing provisions:

     (a)  Two weeks (80 hours) after having accrued one (1) year's Company
          seniority.

     (b)  Three weeks (120 hours) during the calendar year after having
          accrued six (6) or more years' Company seniority.

     In computing length of service for vacations, time spent working at the
El Dorado Plant will be used.

Section 2.

     Those employees who had previously accrued or who will accrue, during
the term of this Agreement, twelve (12) years or more Company seniority shall
be entitled to a vacation accrual of four weeks (160 hours).  Thereafter, and
for all other employees, the maximum vacation accrual shall be as provided in
Section 1.

Section 3.

     Each employee must take his vacation during the calendar year in which
it falls due.  However, when an employee is absent from work due to authorized
occupational injury or illness or personal sick leave and has not returned to
work by December 31, he may, at the Company's option, be permitted to take his
vacation or receive vacation pay between January 1 and April 1 of the follow-
ing year.  An employee may elect to split his vacation in 40-hour periods, or
he may take all his vacation in one period.  However, an employee that works
the Uniform shift schedule (Exhibit "C-3") may elect to schedule his vacation
in either 40-hour periods or 56-hour periods, or a combination of the two. 
Any remaining vacation of less than forty (40) hours must be scheduled in a
single period.

Section 4.

     Vacation schedules must be prepared and submitted to the department head
by March 1, if possible.   Scheduling of vacations will begin immediately
after November 1 each year and no employee shall be allowed more than forty-
eight (48) hours after being contacted by his Foreman or supervisor in which
to select his vacation date.  Vacation preferences will be determined within
an area by bargaining unit seniority.  Employees who have not indicated their
preference of vacation dates at the end of this 48-hour period will be as-
signed vacation dates by their supervisors.  No employee may change his
vacation dates after the schedule has been prepared except with his
supervisor's permission.  Vacations taken before March 1 will be on a first
come basis.

     An employee will not be eligible for overtime or call-out after 11:00
p.m. of his last scheduled work day prior to the start of his vacation and
until his first scheduled shift to return to work following completion of his
vacation.

     If any employee is not permitted to take his vacation in the calendar
year in which it is due because the Company finds it not convenient to excuse
him from work, such employee shall be paid a sum equal to the sum to which he
would have been entitled if he had taken his vacation within the period of
time immediately preceding the end of the year which period is equal to his
vacation period.  No more than five (5) employees from the Operating Depart-
ment and one (1) Laboratory may be on vacation at one time.

Section 5.

     If an employee so requests at least five (5) days prior to the beginning
vacation, the Company shall, prior to his beginning vacation, pay him in
advance for all vacation being taken, in 5-day increments only.

Section 6.

     An employee who (a) resigns, (b) retires, (c) is laid off as part of a
reduction in forces, (d) is discharged for cause, or (e) is granted a military
leave under the provisions of Article XV, at a time when he has earned vaca-
tion to that date but has not taken or previously received pay in lieu of,
shall be paid in lieu of any vacation he has earned to that date but has not
taken nor previously received pay in lieu of.

     Computation of vacation under this section will be earned at the rate of
one-twelfth (1/12th) for each month from employee's anniversary date.  Sixteen
(16) or more calendar days of employment in any calendar month will be consid-
ered a full month in computing vacation accruals.

Section 7.

     Vacation pay shall be based upon the straight time rate of an employee's
regular classification at the beginning of the vacation and will be taken in
accordance with his established work schedule.  If a holiday, as defined in
Article IX, occurs during an employee's vacation period, the employee will
receive pay for said holiday as defined in Article IX.

     In the event of the death of an employee who (as of the last day on
which that employee worked) had earned but not taken a vacation, a sum of
money, in lieu of such vacation, computed on the basis herein stated, shall be
paid to the executor or administrator, to the surviving spouse of that employ-
ee or, if there is no such representative or surviving spouse, to the next of
kin of such employee.

                                ARTICLE XI
                                 SENIORITY

     Subject to Article XI, Section 15, seniority shall be adhered to in
vacancies within an area, shifts, and layoffs as outlined below in this
Article XI, other than discharge for cause.  It is understood the Company
shall have the right to retain sufficient numbers of qualified personnel in
such event and may assign personnel to particular shifts when required tempo-
rarily for training.

Section 1.  Eligibility for Seniority.

     An employee shall be first entitled to seniority when he has been
continuously employed for 180 days within the bargaining unit, his seniority
dating from the date of the beginning of such employment.

     The Company shall have the right to layoff or discharge, without cause,
any employee who has not worked in the bargaining unit a sufficient length of
time to be entitled to seniority, and such action on the part of the Company
shall not be the subject of a grievance on the part of the Union or the
employee involved under any provision of this Agreement.

Section 2.  Seniority Credits.

     In applying the seniority provisions of this Agreement, each employee
shall be credited with the seniority, if any, to which he is entitled as shown
on the records of the Company at the time of execution of this Agreement.

Section 3.  Progression Chart.

     Attached hereto as Exhibit "A" and made a part hereof is a Progression
Chart showing all classifications in the various areas of the Operating
Department.  Only those employees covered by the terms of this Agreement and
included in the bargaining unit shall be entitled to exercise their seniority
in their respective areas.

Section 4.  Bargaining Unit and Area Seniority.

     (a)  Subject to the provisions of Section 1 of this Article XI,
bargaining unit seniority shall be cumulative and shall be continuous from the
date on which the employee enters the bargaining unit as shown on Exhibit "A"
attached hereto.

     (b)  Subject to the provisions of Section 1 of this Article, area
seniority shall be cumulative and shall be continuous from the date on which
the employee enters any particular area by bidding or by assignment to a
vacancy of more than ninety (90) days.  In the event that two (2) or more
employees have the same area seniority date, area seniority will be determined
by bargaining unit seniority.

     (c)  In the event an employee is permanently assigned to an area by
reasons of (i) shutdown, (ii) reduction in force in an area, (iii) the return
of an employee to that area after an absence in excess of ninety (90) days, or
(iv) the application of Section 9 of this Article, he shall continue to be
considered a part of the area from which he was so transferred until he has
failed to accept a vacancy in the area from which he was so transferred.

     The last employee to enter an area shall be the first employee reduced
from an area upon the termination of an authorized leave in the area.  All
other reductions from the area will be made by area seniority.

     (d)  If an employee in any area elects to bid to another area of the
Operating Department and is the successful bidder, upon his transfer, he shall
then lose his accrued seniority in the area from which he bid.  Should he fail
to qualify in the area to which he transferred, he will be transferred to
Operator Trainee position and will lose any seniority he has accrued in the
area where he failed to qualify.

Section 5.  Vacancies of More Than Ninety (90) Days.

     (1)  Pursuant to Section 15 of this Article, when a vacancy of more
than ninety (90) days occurs in any area, the vacancy will be filled by the
bidding procedure.

     (2)  Pursuant to Section 7(1)(a) of this Article, if there are employ-
ees not in the area who have retained seniority in the area in which the
vacancy occurs, the employee with the most retained seniority shall be as-
signed without bidding, to the vacancy or forfeit his seniority in the area.

     (3)  Area seniority shall be adhered to in all shift vacancies of more
than ninety (90) days within an area.

Section 6.  Vacancy Posting and Bidding Procedure.

     (a)  The Company shall post promptly and keep posted on the appropriate
bulletin board for ten (10) days the notice of any vacancy.  It shall be the
duty of any employee who feels himself entitled to such vacancy, based on his
seniority, to file his signed bid in the manner hereinafter stated.

     (b)  In order to be considered valid, a bid must be signed, dated, and
the original must be deposited in a locked box marked "OCAW Bids for Company,"
and the duplicate must be deposited in a locked box marked "OCAW Workmen's
Committee."  Each of said boxes will be provided at or near the main entrance
gate.

     (c)  Immediately upon expiration of the posting period of ten (10)
days, the names of all bidders will be posted on the bulletin board for a
period of five (5) days.  Within this 5-day period, each bidder who still
wants the vacancy must sign an acceptance notice to this effect and deposit in
the box marked "OCAW Bids for Company" and place a copy of the notice in the
"OCAW Workmen's Committee" box at the clock house.  However, if an employee is
going to be off from work for the duration of this 5-day period, he may leave
his acceptance notice with the personnel department.

     (d)  At the end of this 5-day period, the employee with the most
bargaining unit seniority who has turned in an acceptance notice will be
assigned the vacancy, and he will be transferred to the new vacancy as soon as
possible.  The successful bidder's seniority in the area to which he is
transferred will start on the sixteenth (16th) day after the vacancy was
originally posted.  An employee accepting a promotion by either the area
realignment or the bidding procedure to a vacancy with a higher rate of pay
will not receive the higher rate of pay until qualified for the vacancy.

     In cases where more than one (1) vacancy is posted, a bidder must
indicate his order of preference on all vacancies he is willing to accept when
he turns in his acceptance notice.

     (e)  In the event no one wishes to accept the posted vacancy, Company
may elect to employ a qualified operator or to assign an Operator Trainee to
the vacancy.

     (f)  Notwithstanding any other provisions of this Section 6, it is
agreed that the Company shall have the right at any time during said 10-day
posting mentioned above, to withdraw that posting in the event the Company
decides that such vacancy need not be filled.  The provisions of this para-
graph will not apply to filling normal vacancies.

Section 7.  Filling Vacancies of Ninety (90) Days or Less.

     (1)  Pursuant to Section 15 of Article XI, when a vacancy exists for a
period up to and including ninety (90) days, it shall be filled by promoting
the senior employee of the next lower classification who is working the same
shift in the area in which the vacancy occurs.  If no Operator Trainee, with
retained area seniority, is available, this lowest vacancy will be filled on
an assignment basis by an Operator Trainee assigned to that area with the most
bargaining unit seniority who is available and qualified to perform the work.

     In the event the vacancy(ies) cannot be filled by this procedure, the
vacancy(ies) will be filled by overtime procedures and will normally be the
vacancy which existed in the area before any reassignment.

     (a)  However, if an employee is removed from the active payroll, the
vacancy caused by this action will be filled according to Section 5 of this
Article on the first (1st) day after this action.

     (2)  In the event an Operator Trainee is not available and overtime is
required, the following procedure will be used:

     (a)(i)  When overtime is required other than holdover or early call-in
overtime, set forth in Section 1 of Article VII, call-outs will be made from
the appropriate call-out list.  Overtime call-outs may start up to forty-eight
(48) hours in advance of the actual time required.  Call-out lists will be
maintained for Operator Trainees, Area II, Area III, Area IV, Emergency Squad,
and a Master List.  Call-outs will be made starting at the top of the list for
the area where the overtime is required and proceeding to the bottom, calling
those individuals possessing the necessary qualifications for the work.

     In the event there will be a vacancy as the result of vacation or other
scheduled absence, Company may assign qualified employees to cover such
absences up to seven (7) days in advance of such need.  Company may also
utilize hold-over and call-in, or fill such vacancy by regular call-out
procedures.

     Upon acceptance or rejection of a call-out, the individual's name will
be placed at the bottom of the list.  If the call-out is canceled, the employ-
ee shall be offered makeup overtime without his name moving on the call-out
list.  Makeup overtime is defined as: Work of the nature encountered in normal
operations but not normally done on overtime.  At the time the makeup overtime
is offered, the employee must accept or reject the makeup overtime.  Makeup
overtime will be offered for a full 8-hour shift.

     Employees are ineligible for call-outs that interfere with previously
arranged call-outs or their normal schedule.

     The master call-out list will consist of a list of names of regularly
assigned employees on Area II, Area III, and Area IV call-out lists who desire
to work overtime.  Employees called on this list will rotate on this list, but
will not rotate on the area list their name appears on for any overtime worked
on a master call-out.  Master list call-outs will terminate when the work is
completed.

     (a)(ii)  Each call-out will terminate at the end of the shift during
which the work on that call-out began.  An employee working a call-out, except
for filling shift vacancies, will be expected to do the work for which that
person was called and other operational work, excluding housekeeping work, in
the area that may arise after the individual reports to work, for which that
person is qualified.  A call-out will end when the work for which the person
was called, plus the additional operational work, is completed.

     (a)(iii)  Individuals' names will not be moved on the call-out lists for
any overtime associated with Safety and Housekeeping Inspection Teams, or
Accident Investigation Teams, or Safety Meetings, or Emergency Squad Training,
or for overtime set forth in Section 1 of Article VII.

     (a)(iv)  Employees who work the Uniform Shift Schedule will have their
names moved to the bottom of their respective call-out lists at the beginning
of the 7-3 shift of the day which is their sixth (6th) work day in the same
work week.

     (a)(v)  Operator Trainees may have their names appear on the list in the
area where they possess qualifications.  For employees with retained area
seniority, the call-out list to which their names will be assigned will be the
area where they have retained seniority.  Upon acceptance or rejection of a
call-out, an individual's name will be moved to the bottom of each list where
his name appears.  An Operator Trainee's name will be moved from one area
call-out list to another, at the beginning of the day of transfer of that
individual to another area in which the Operator Trainee holds qualifications.

     (a)(vi)  Any time an employee's name is entered on an area call-out
list, his name will be entered at the bottom of that list.

     (a)(vii)  An employee may, for personal reasons, have his name removed
from the call-out list(s).  At such time as he desires, he may return his name
to the bottom of the appropriate call-out list(s).  An employee who is off for
vacation, sick leave, or leave of absence will not be available for overtime. 
His name shall be turned over on the call-out list(s).  Upon return, he will
be available as though he had no opportunity during his absence.

     (a)(viii)  The call-out lists will be maintained under the direction of
the area supervisors or Foremen, and it will be their responsibility to keep
such records as are necessary to administer the call-out procedure and to
present the proper information to the shipping attendants for execution. 
Copies of the daily call-out sheets will be furnished to the Union representa-
tives.

     (a)(ix)  Any employee who accepts an assignment outside the bargaining
unit will have his name placed at the bottom of the appropriate list(s) for
the duration of the assignment.

     (a)(x)  An employee must have a telephone in his residence or be avail-
able at the plant in order to be eligible for a call-out.  Only one (1)
telephone may be listed for each employee.

     (a)(xi)  Employees will not be eligible for overtime in an operating
area until they have qualified on a vacancy in that respective area.  Upon
qualifying on a vacancy in an area, a new employee's name will be placed on
the bottom of that area call-out list and the master call-out list.

     If, at the time of each monthly meeting, it is brought to the attention
of the Company that an inequity exists between areas in the distribution of
overtime, an attempt will be made to equalize overtime.

     When an employee is held over due to negligence in providing relief and
proper notice has been given, the employee held over will be paid a minimum of
two (2) hours at his straight-time rate.

     The above procedure may be modified by mutual agreement between the
Union and the Plant Manager or his designated representative.

     (b)(i)  Any employee who has been off duty due to illness, injury, or an
unauthorized leave will be required to give his supervisor eight (8) hours'
notice of his intention to return to work or secure permission of the Company
to return to work earlier.

     (b)(ii)  When an employee's shift is changed for any reason so that he
will have only eight (8) hours off between shifts, he will not be eligible to
double over from the first shift, and he will not be eligible for call-out
during the 8-hour interval between shifts.

     (b)(iii)  When an employee who is temporarily working in a higher
classification, other than his regular classification, accepts the opportunity
to work over, his classification will revert to his regular classification. 
At the end of his regular shift, said employee who has stayed over onto a
shift may exercise his seniority to receive any temporary upgrading that
occurs on that shift.

     (b)(iv)  When a unit or piece of equipment is temporarily shut down and
as a result there is no work for an employee on his regular assignment, such
employee may be required to:  (a) perform the duties of other assignments
within his area, (b) assist in maintenance efforts anywhere in the plant, or
(c) perform minor maintenance in his area.  If such employee is absent from
work during such temporary shutdown, the Company shall not be required to fill
his position.

     (b)(v)  Notwithstanding any other provisions of this Section, if notice
of an employee's absence is not reported, the employee not receiving relief
will be required to work over if relief is not available; however, if said
employee does not desire to work over, he may waive this work provided there
are other employees on the same shift who desire to work over.  The employees
in the same classification will be given the opportunity to work over in order
of their seniority.  If no employee in that classification accepts the oppor-
tunity to stay over, the overtime will be offered to the other employees on
that shift in accordance with their seniority.  In case a relief man is not
found within thirty (30) minutes, he may not be used to fill such vacancy.  If
an Operator Trainee does not report on schedule, this paragraph is not appli-
cable.

     An employee not eligible to work over in accordance with (b)(iii) of
this Section will be required to work over only until relief can be obtained.

     The same procedure will be applicable to all employees if proper notice
is given that an employee will be less than three (3) hours late.  Such
employee will be relieved when his relief reports.

Section 8.  Classifications and Shifts

     (a)  Each employee returning to the service of the Company or an area
from an authorized leave without pay or from sick leave, or temporary shutdown
of equipment of sixty (60) days or less, shall resume his duties uninterrupted
service in the area from which he left on the same lettered shift, or any
shift that has become vacant during his absence, and has been filled by a man
younger in area seniority.  Notwithstanding any other provisions of this
contract upon (1) the termination of an authorized leave, or (2) the temporary
shutdown of equipment of sixty (60) days or less, each employee who was
promoted or changed shifts shall revert to the same classification (area), and
the same lettered shift from which he moved, or any shift within his area that
has become vacant during the leave or shutdown of equipment and is filled by a
younger man in area seniority.

     (b)  Any time a new vacancy is established within an area, the employee
with the most area seniority shall have the right to this vacancy if he so
desires.

     (c)  Any new operating facility for products not now being manufactured
will be filled by the bidding procedure before being transferred to any area.

     (d)  When employees return to an area because equipment is started up
after a shutdown of more than sixty (60) days, all shifts within a classifica-
tion will be chosen by area seniority.

     (e)  Any time that it becomes necessary for an employee to be demoted
to a lower classification, other than a demotion caused by the termination of
an authorized leave, he shall be given an opportunity to pick his shift within
the classification in accordance with his seniority.

     (f)  Subject to the provisions of Subsection (e) of this Section 8 of
this Article XI, an employee displaced from his shift has been discontinued,
shall have the right to displace any other employee in that area in accordance
with his area seniority.

     (g)  Any shift changes made in accordance with this Section shall be
made on Monday following the determination of employees' choices provided that
the determinations are made by noon on the preceding Friday and will be made
without involving any overtime pay.  Determination of employees' choices of
shifts must be made within one (1) week after the shift is declared vacant,
except as specified above.

Section 9.  Reduction in Forces.

     1.   Effective August 1, 1986, employees who are permanently assigned
in areas of the Operating Department who may be transferred from their regu-
larly assigned classifications and thereby assigned, in accordance with the
seniority provisions of the Agreement, to a vacancy with a lower rate of pay,
shall continue to receive the higher rate of pay until they have had an
opportunity to bid on and are the successful bidder to another vacancy calling
for the same or higher rate of pay.

     When there is more than one (1) bidder receiving the frozen rate of pay,
all except the youngest employee in seniority shall have the right to refuse
the vacancy.  An employee who accepts a vacancy in order to protect a frozen
rate or his retained seniority shall have the right to return to the vacancy
from which he vacated if the vacancy he takes does not last for more than
ninety (90) days.

     Any question arising pertaining to safety due to reduced personnel in
any area will be subject to Article XVII, Section 2.

     2.   Reduction in personnel and reduction in rate can, however, result
from the fact that the operation of all or part of the equipment being operat-
ed in area is shut down either permanently or temporarily.

     Any layoff will be in accordance with Article XI, Section 13.  No
employee will be reduced in pay for ninety (90) calendar days because of
temporary shutdown.

     3.   Bumping Procedure - Employees permanently assigned to an area who
are transferred to the Operator Trainee classification due to the shutdown of
equipment will be allowed to replace other employees as follows:

     (a)  An equivalent number of vacancies permanently filled by employees
with least bargaining unit seniority in any classification with less bargain-
ing unit seniority, than employees reduced back to the Operator Trainee
classification, will be declared vacant.  The declaring of vacancies will be
made within ninety (90) days after area shutdown and the assignments will be
made on the ninety-first (91st) day.

     (b)  The vacancies declared vacant by the application of Item (1) above
will be filled in accordance with bargaining unit seniority by those employees
reduced to the Operator Trainee classification, or by the employees whose
assignments were declared vacant.

     (c)  Employees reduced to the Operator Trainee classification who bid
on and are the successful bidders before vacancies are declared as provided in
Item (a) above will not be included in the number of assignments to be de-
clared vacant.

     4.   Any employee who has replaced another employee under the provi-
sions of subsection 9(2) above must return to the area from which he was
originally reduced when he has an opportunity to do so on a vacancy of more
than ninety (90) days or forfeit his seniority in the area to which he was
transferred under subsection 9(2) above and go to the Operator Trainee classi-
fication.

     5.   The Bumping Procedure, as set forth in this Section, will not
apply as a result of consolidation of assignments, automation, or change in
shift schedules.

Section 10.  Status of Employees Laid Off.

     The accrued seniority, both bargaining unit and area, of an employee who
has been laid off through no fault of his own shall continue to exist as of
the date of the layoff for the following periods:

          Length of Service             Period Seniority to Exist

          Less than 180 days            0

          180 Days to 2 Years           Length of Previous Service

          2 Years or More               2 Years

Section 11.  Seniority Lists.

     Seniority lists shall be complied and be kept at all times available to
the Workmen's Committee, and the Workmen's Committee shall also have access to
daily time reports to verify disputed seniority lists and service records.

Section 12.  Seniority - Outside Assignments.

     Any employee, after having established seniority under the provisions of
this Agreement, who is temporarily assigned to another classification by the
Company, outside of the bargaining unit, shall continue for not more than
ninety (90) working days per calendar year on a cumulative basis to accrue
seniority on his regular classification during such period of temporary
assignment.  If such employee works more than ninety (90) days per calendar
year on a cumulative basis, he shall forfeit one (1) day of bargaining unit
seniority for each day in excess of ninety (90) days worked outside of the
bargaining unit during that calendar year.  This paragraph is not applicable
to employees who transfer to the Maintenance Department.  Such employees
forfeit both area seniority and bargaining unit seniority on the date which
they transfer to Maintenance.

Section 13.  Layoffs and Reemployment.

     The last employee hired shall be the first employee to be laid off on
the basis of bargaining unit seniority.  The last employee laid off shall, if
he still has seniority, be the first employee rehired (notwithstanding any
provisions of Section 9 of this Article).

     An employee who has worked in the bargaining unit sufficiently long to
be entitled to seniority in that department, and who was laid off through no
fault of his own, has kept his current address on file with the Company and
continues to be entitled to seniority under the terms of this contract, shall,
subject to the provisions of this Section, be given first opportunity for
reemployment.

     If reemployment is available for any such person, the Company shall so
notify him by letter (with copy of such letter to the Chairman of Workmen's
Committee), addressed to him at his address then on file with the Company.  He
shall be allowed ten (10) days from the date upon which said letter was
mailed, or until he no longer retains his accrued seniority as provided in
Section 10 of this Article XI (whichever is the shorter period), in which to
notify the Company in writing of his desire to return to work.  In the event
he delivers such notice, he shall be allowed ten (10) days from the date of
delivery thereof to report for work; provided, however, if the employee
involved is, on the date which he would otherwise be required to report for
work, totally disabled to work, he shall, on or before that date, deliver to
said Company a statement in writing from a licensed physician stating that he
is so disabled, in which event the period within which he shall be permitted
to return to work shall be extended ninety (90) days.

Section 14.  New Operations and Existing Operations.

     The classification to be established in any new operations and the area
in which new operations will be incorporated shall be discussed with the
Workmen's Committee not less than thirty (30) days prior to the posting of new
vacancies in that area.

Section 15.  Promotional Requirements.

     The minimum qualifications required in order for an employee to be
eligible to bid on a classification posted as a vacancy will be the ability to
write and to read and comprehend written and verbal operating instructions.

                                ARTICLE XII
                           PHYSICAL EXAMINATIONS

Section 1.  Periodical Examinations.

     The Company may, from time to time, require all employees to have
periodical physical examinations by a doctor selected by the Company.  Howev-
er, as long as an employee is physically fit, such examination shall not be
used as a cause for termination.  Each employee shall receive his regular rate
of pay for all time required for him to be examined at the request of the
Company.

Section 2.

     In the case of an employee being absent from work due to illness or
physical impairment, he may be required to present a certificate of physical
fitness, signed by a licensed physician, before being readmitted to work. 
This rule, however, shall not limit the right of the Company to require
physical examination by a physician in the Company's service in exceptional
cases of constantly recurring absence from duty.

Section 3.

     Notwithstanding any of the provisions of Article II or Article IV of
this Agreement, in case a dispute arises over the physical fitness of an
employee to return to work or continue to work, a board of three (3) physi-
cians shall be selected, one by the Company, one by the employee, and one
selected by the two so named.  The decision of the majority of this board
shall be final and binding.

                               ARTICLE XIII
                           AUTHORIZED DEDUCTIONS

1.  Union Dues.

     Upon receipt of a signed authorization by an employee in the form
provided herein, requesting deductions from his or her wages of his or her
monthly Union dues, the Company agrees to honor such authorization according
to its terms during the life of this Agreement.  The form of such individual
authorization shall be as follows:

     "Until further notice you are hereby requested and authorized to
     deduct from wages due me and payable on the first regular pay day
     of each month, the sum equal to my monthly dues as set by Oil,
     Chemical and Atomic Workers International Union, Local 5-434, for
     my account on or before the 15th day of the month following the
     calendar month for which said deductions are made."

     The Financial Secretary of Local Union 5-434 and an International
Representative of the Union shall, from time to time, notify the Company in
writing the amount of the monthly deduction to be made, from time to time,
under this authorization.  The Company shall remit to the Union the amount so
deducted on or before the 15th day of the calendar month following that for
which deductions are made.

2.   Political Contributions

     The Company hereby agrees to honor contribution deduction authorizations
from its employees who are Union members in the following form:

     "I hereby authorize the Company to deduct from my pay a yearly
     specified sum and forward that amount to the Oil, Chemical and
     Atomic Workers International Union, Local 5-434 Political Commit-
     tee.  This deduction should be made and remitted to the Union on
     the first regular pay day of February each year.  This authoriza-
     tion is voluntarily made on the specific understanding that the
     signing of this authorization and the making of payments to the
     Oil, Chemical and Atomic Workers Political Committee are not
     conditions of membership in the Union or the employment with the
     Company and that the OCAW Political Committee will use the money
     it receives to make political contributions and expenditures in
     connection with federal, state, and local elections."

     The Union agrees to indemnify the Company for any loss the Company may
suffer as the result of this deduction taken by the Company from an employee's
pay to be remitted to the Union.

                                ARTICLE XIV
                                 DISCHARGE

Section 1.

     An employee shall not be discharged if physically and mentally capable
of continuing his duties on account of any accident unless the accident was
caused by negligence, carelessness, or malicious intent of the employee.

Section 2.

     The company shall expect all of its employees to adhere to its rules and
regulations.

Section 3.

     The question as to whether a person who is discharged was rightfully
discharged shall be a proper subject of arbitration.

     The Company and the Union will share in the expenses of arbitration
equally.

                                ARTICLE XV
                              MILITARY LEAVE

Section 1.  Leave of Absence.

     The rights of employees of the Company who enter military service during
the term of this Agreement will be governed in all respects by the Military
Selective Service Act including amendments.

Section 2.

     An employee, upon return to work from Military Leave, will be allowed to
claim any assignment that became vacant during his term of Military Leave to
which his area seniority would have entitled him had he not been on Military
Leave.

                                ARTICLE XVI
                              BULLETIN BOARDS

     The Company shall maintain a bulletin board to be placed on the property
where it may be seen by employees entering and leaving their place of employ-
ment.

     Such bulletin board may be used by the Workmen's Committee of the Union
for any matters pertaining to its membership provided the material posted
shall contain nothing of a political or controversial nature nor reflect upon
the Company or any of its employees or products.

     Any notices other than notices of Union meetings, results of elections,
sample ballots of Union elections, social events shall be approved in writing
by Plant Manager or his representative before posting.

     This bulletin board will be locked with keys, released to the Chairman
of the Workmen's Committee, the Chief Steward, the Chairman of El Dorado
Chemical Company Group of Local 5-434 of the Union and to the Company.

                               ARTICLE XVII
                              SAFETY & HEALTH

Section 1.

     The Company shall institute and maintain all reasonable precautions for
safeguarding the health and safety of its employees, and all employees are
expected to cooperate in the implementation thereof.  Both the Company and the
Workmen's Committee recognize their mutual interest to assist in the preven-
tion, correction, and elimination of all unhealthy and unsafe working condi-
tions and practices.

Section 2.

     No employee shall be required to perform services that seriously endan-
ger his physical safety, and his refusal to do such work shall not warrant or
justify discharge.  In all such cases, an immediate conference between the
Company and Union shall be held to settle the issue in question.

Section 3.

     The Company recognizes the Workmen's Committee to be a Union Health and
Safety Committee that will discharge this responsibility at a scheduled
session as held under Article XVIII.  Discussion of Safety and Health topics
will be included in minutes issued from that session.  The Health and Safety
Committee will have the responsibility of making constructive recommendations
for changes to eliminate unhealthy and unsafe conditions and practices. 
Recommendations of the Health and Safety Committee will not be subject to the
Grievance Procedure under Article IV.

Section 4.

     The Company will provide and maintain adequate health and safety equip-
ment, monitoring devices, and personnel protective equipment.  Additionally,
the Company will provide employee training to ensure that employees are
knowledgeable in use and maintenance of health and safety equipment and
personnel protective equipment.

Section 5.

     The Company will provide appropriate routine medical examinations at its
discretion.  A report of the medical findings will be made to the affected
employee.

Section 6.

     Inspection of all equipment throughout the plant or place of employment
shall be continued by the Plant Manager or other persons designated by the
Company from time to time.  An inspection of any equipment may be secured upon
the recommendation of the Workmen's Committee or the workmen employed on such
equipment.  The Union Workmen's Committee may make written suggestions to the
Plant Manager or his representatives as to the elimination of hazards in order
to prevent accidents.

Section 7.

     A Safety and Housekeeping Inspection Team will be maintained for purpos-
es of making periodic inspections of the plant premises and recommendations to
improve Safety and Housekeeping.  This team will consist of not more than two
(2) members of this Workmen's Committee, or two (2) other members of the
bargaining unit, and other persons outside the bargaining unit as designated
by the Company.  Those members of the bargaining unit who serve on the team
will be excused from work, with pay, on the day of the inspection, and the
vacancy created will be filled in accordance with Article XI, Section 8.

Section 8.

     Two (2) "at-large" employees will be selected by the Company to partici-
pate in the Manufacturing Department Safety Planning Committee.  The term of
service will normally be one (1) year for these employees.  The Company will
maintain a list of those employees agreeing to serve.

Section 9.

     One (1) "at-large" employee from the area in which the accident oc-
curred, selected by the Company, will be asked to serve on formal Accident
Investigation Teams as formed.  The Company will maintain a list of those
employees agreeing to serve.

Section 10.

     The Company may, at its discretion, maintain a plant Emergency Squad for
preserving the well-being of both employees and the physical facilities within
the plant.  The Company may assign employees to the Emergency Squad by classi-
fication and classification qualification.

     The Emergency Squad shall be trained in first aid, personal rescue, fire
fighting and other emergency training under the overall direction of the plant
Safety Supervisor.  Other selected personnel will be expected to attend
training sessions to complement the makeup of the Emergency Squad, emergency
equipment, and substitute as Emergency Squad Leader.

     The Emergency Squad will be called in the event of an emergency, consis-
tent with the Plant Emergency Plan, and shall be considered the primary crew
to perform the duties and direct the operation during the emergency.  However,
should the need arise, other available employees, including salaried employ-
ees, may assist the Emergency Squad.  If a need arises during an emergency,
the Emergency Squad Leader may, at his discretion, call out additional Emer-
gency Squad members.

     The Company will maintain relationships with local emergency service
groups so that, if available and if required, these groups may assist the
Plant Emergency Squad.

                               ARTICLE XVIII
                      WORKMEN'S COMMITTEE CONFERENCES

     Workmen's Committee, composed of five (5) members from the employee work
force, and management representatives, shall hold regular meetings on a
bimonthly basis.  It shall be the responsibility of both parties to submit a
written agenda of each subject it wishes to discuss no less than forty-eight
(48) hours before the day of any such meeting.  In the event the aforemen-
tioned day occurs on a holiday, the day preceding the holiday shall be the day
of the meeting.  This date may be changed by mutual agreement.

     The members of the Workmen's Committee, when scheduled to work the
graveyard shift on the day after any such regular meeting, will be excused
from work on that graveyard shift with pay.

                                ARTICLE XIX
                               SEVERANCE PAY

     Any employee covered by the terms of this Agreement whose services are
terminated through no fault of his own shall be granted severance pay after
one (1) year of continuous service of one (1) week's pay, equivalent to forty
(40) hours' straight-time pay at his regular rate; after two (2) years'
service, two (2) weeks' pay equivalent to eighty (80) hours straight-time pay
at his regular hourly rate.

     If the services of an employee who has been continuously employed by the
Company for one (1) year or longer is terminated through no fault of his own,
and he has not been notified by the Company (by notice given at least two (2)
weeks prior to the date upon which his services are terminated) that his
services will be terminated on that date, he shall be paid, in addition to the
amount to which he is entitled under the provisions of the first paragraph of
this Article, two (2) weeks' pay equivalent to eighty (80) hours straight-time
pay at his regular hourly rate.

                                ARTICLE XX
                               CONTRACT WORK

     It is agreed that any work or operation as covered by this Agreement
will not be contracted out if the Company has men and equipment available for
such work.

                                ARTICLE XXI
                              DISCRIMINATION

     There shall be no discrimination by the Company against any employee on
account of his membership in this labor union or on account of any activity
undertaken in good faith in his capacity as a representative of other employ-
ees.  The Union shall not discriminate against any employee who is not a
member of the Union.

     Where the male gender is used in this contract, it is intended to refer
to both male and female.  It is a continuing policy of the Company and the
Union that the provisions of this Agreement shall be applied to all employees
without regard to race, color, religion, sex, physical disability, national
origin, or age.

                               ARTICLE XXII
                             LEAVE OF ABSENCE

Section 1.  Personal Business.

     If an employee desires to be off on personal business (not emergencies),
he may do so with written consent of the Company, signed by the Plant Manager
or his representative, so long as he does not desire to be off work over two
(2) work weeks and provided that he gives the Company forty-eight (48) hours'
notice of his desire to be absent and the length of time he desires to be off. 
Upon completion of such leave, he will resume employment on the basis of
uninterrupted service.  The provisions of this Section 1 shall not be extended
to more than two (2) employees in each area at any one time.

Section 2.  Union Business.

     (a)  The Company shall grant a leave of absence, without pay, extending
not longer than thirty (30) days to employees in order to engage in any work
pertaining to the business of the Union, local or otherwise, upon sufficient
notice so that the employee's absence will not cause overtime employment. 
Upon completion of such leave that employee will resume employment with
previous seniority retained.  This privilege will not be extended to more than
four (4) employees at any one time.  This privilege will not be extended to
any one (1) employee for more than an aggregate of sixty (60) days in any one
(1) calendar year.  This does not apply to negotiations.

     (b)  Notwithstanding the provisions of the foregoing subdivision (a),
the Company agrees that upon written request of the President of the Union
(addressed to El Dorado Chemical Company, P. O. Box 231, El Dorado, Arkansas,
Attention:  Plant Manager) one (1) employee will be given a leave of absence
not to exceed one (1) year, without pay, to work as an employee of the Union,
or any of its affiliates, with the provision, however, that such leave of
absence shall, upon the written request of the President of the Union (ad-
dressed in like manner) be extended for a period of time not to exceed one (1)
additional year.

     It is provided, however, that not more than one (1) employee at a time
may be on leave of the character mentioned in the paragraph immediately
preceding.

     No employee shall be granted a leave of absence pursuant to this subsec-
tion who has not, immediately preceding the date upon which such leave of
absence is to begin, worked for a period of one (1) year continuously.

     Upon completion of the leave of absence mentioned within this subsec-
tion, or upon completion of the extended term of such leave of absence, if the
term thereof is extended pursuant to this subsection, the employee involved
will resume employment with previous seniority retained, provided such employ-
ee reports to the Company for work within one (1) day following the expiration
of said leave of absence or within one (1) day following the extended term of
such leave of absence if the term thereof is extended pursuant to this subsec-
tion.

     An employee who fails to report for work within one (1) day following
the end of such leave of absence shall thereby forfeit all of his seniority
and his services with the Company shall be terminated; provided, however, if
the employee involved is (on the date which he would otherwise be required to
report to work) totally disabled to work, he shall, on or before that date,
deliver to the Company a statement in writing from a licensed physician
stating that he is so disabled, in which event the period within which he
shall be permitted to return to work shall be extended thirty (30) days.  

     Company shall have the right to require such employee to be examined by
a physician of its choice before extending such leave.

Section 3.  Sickness or Accident.

     If an employee who has established seniority is out of service due to
occupational injury or occupational disease suffered or contracted while he is
in the employ of the Company, he shall retain his seniority accrued at the
date of his disability and continue to accrue seniority for a period of
twenty-four (24) months or length of previously accrued seniority, whichever
is less, during the period of his disability as a result thereof, notwith-
standing any provisions of Article XI.  If an employee who has established
seniority is out of service due to nonoccupational injury or disease suffered
while he was in the employ of the Company, he shall retain his accrued senior-
ity for a period of twenty-four (24) months and will accrue seniority in the
department in which he was last regularly employed for a period of one (1)
year.

     Under either of the above conditions, if an employee should accept an
equal or better assignment elsewhere, his seniority shall be canceled.

                               ARTICLE XXIII
                                 JURY DUTY

     Each employee of the Company who is called to serve upon any grand jury,
petit jury, coroner jury, or jury commission shall, after furnishing to his
Foreman, a certificate in evidence of his jury service, be paid by the Company
for each day which he serves upon said jury a sum equal to the difference
between the amount which he would have earned if he had been required to work
for the Company on that day for the number of hours of his regular work
schedule and the jury pay received, with the provision that no such payment
shall be made to an employee for jury service on any day during which, in
accordance with his regular work schedule, he would not have worked for the
Company.

                               ARTICLE XXIV
                      WAGE RATES AND CLASSIFICATIONS

     Each employee who works during the period beginning 12:01 a.m., August
5, 1995, and ending 12:00 midnight, July 31, 1998, in one of the classifica-
tions shown on Exhibit "B" attached hereto, shall be paid for his work in that
classification in accordance with the applicable wage rate, shift differen-
tial, and clothing allowance in accordance with Exhibit "B".

     Notwithstanding any other provision of this Agreement to the contrary,
the question of wages to be paid shall not be construed to include any allow-
ance which results in an increase in the compensation of an employee or of
employees.

                                ARTICLE XXV
                                 VALIDITY

     If any court shall hold any part of this Agreement invalid, such deci-
sion shall not invalidate the entire Agreement.

                               ARTICLE XXVI
                                  NOTICES

     Any notice required to be given an employee under Article V, Section 3,
or under Article XIX, may be given by posting a notice on the bulletin board
of the Union, with a copy of said notice to the Chairman of the Workmen's
Committee.  If any employee named in such notice is on vacation or on leave of
absence, a copy of said notice will be mailed in a sealed envelope, regis-
tered, and addressed to him at his address as shown on the records of the
Company.  Each employee named in any such notice shall be deemed to have
received the notice at the time said notice is posted on the bulletin board or
mailed to him at his home address.

     Any notice to the Company provided herein may be given by depositing
same in the U.S. Mail in a sealed envelope, registered, postage prepaid, and
addressed to El Dorado Chemical Company, P. O. Box 231, El Dorado, Arkansas
71731, Attention: Plant Manager.

     Any notice to be given to the Union may be given by depositing the same
in the U.S. Mail in a sealed envelope, registered, postage prepaid, and
addressed to the Oil, Chemical and Atomic Workers International Union, El
Dorado, Arkansas 71731, with a copy of the notice to the Secretary, Local 5-
434, of the Union, El Dorado, Arkansas 71731.

                               ARTICLE XXVII
                               FUNERAL LEAVE

     Any employee in the bargaining unit shall be allowed to be absent from
work to arrange for or to attend the funeral or any of the relatives of the
employee hereinafter mentioned for the time hereinafter stated:

     (a)  If the deceased relative was the husband, wife, child, father,
mother, brother, sister, grandfather, grandmother, or grandchild of the
employee, the employee shall be permitted to be absent from work for a period
not to exceed two (2) days.  One of these days shall be the day of the funer-
al.  If either or both of these days are scheduled working days, he shall be
allowed pay for day(s) off during his regular working schedule.

     (b)  If the deceased relative was the father-in-law, mother-in-law,
brother-in-law, sister-in-law, son-in-law, or daughter-in-law of the employee,
the employee shall be permitted to be absent from work with pay for the
purpose stated for one (1) scheduled working day if the funeral is held on a
scheduled working day.  Brother-in-law and sister-in-law will be interpreted
as (i) the spouse of an employee's brother or sister; (ii) the brother or
sister of an employee's spouse; or (iii) the spouse of an employee's spouse's
brother or sister.

     (c)  If, to attend the funeral for a deceased relative, the employee
travels to a point more than 100 miles from El Dorado, Arkansas, he shall be
allowed such leave for an additional day with pay.

     The pay for each day's leave which the employee receives under the
provisions of this Article shall be a sum equal to straight-time for his
regular schedule of work on the day involved.  There shall be no duplication
of payment under provisions of this Article for any other employee benefits
such as:  vacation pay, holiday pay, or sickness benefits payments.

                              ARTICLE XXVIII
                             SICKNESS BENEFITS

Group Insurance and Pension.

     Effective with the date of this Agreement, the Company and employees
will share the entire cost of group insurance benefits for employees and
employee dependents on the following basis:
                    Company        75%
                    Employee       25%

     Effective with the date of this Agreement, the Company agrees to pay the
cost of employee long-term disability insurance and basic life insurance
(twice an employee's annual income).

     Dental insurance coverage will be made available as an option.  The
employee may elect to purchase the insurance by paying the premium each month,
or by increasing the deductible amounts of the current group medical plan.

     The Savings Incentive Plan for Employees, adopted effective December 1,
1985, shall be continued during the term of this Agreement.

                               ARTICLE XXIX
                          NO LOCKOUT -- NO STRIKE

     The Company agrees that there shall be no lockout and the Union agrees
there shall be no strike, sympathy strike, or interruption of production
during the term of this Agreement.

                                ARTICLE XXX
                              RETIREMENT AGE

     Any employee who becomes seventy (70) years of age shall be retired and
his services with the Company terminated on the first (1st) day of the month
following the day upon which he is age seventy (70).

     The seniority of each employee whose services are terminated under the
provisions of this Article shall cease as of the date of such retirement.

     IN WITNESS WHEREOF, this instrument is executed on the 5th day of
August, 1995, to be effective as of 12:01 a.m. on the 5th day of August, 1995.

EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION


BY:                                         
     Ray T. West - International Representative


APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom
                                EXHIBIT "A"
                           OPERATING DEPARTMENT
                             PROGRESSION CHART

          AREA II        AREA III       AREA IV

          "A" Operator        "A" Operator        "A" Analyst

          "B" Operator        "B" Operator        "B" Analyst

          "C" Operator        "C" Operator        "C" Analyst

          "D" Operator        "D" Operator        "D" Analyst

          *"E" Operator  "E" Operator        "E" Analyst

          * (First 180 Days)



                                EXHIBIT "B"

                      WAGE RATES AND CLASSIFICATIONS

                              8/5/95         8/5/96         8/5/97

"A" Operator/"A" Analyst      15.79          16.22          16.71

"B" Operator/"B" Analyst      15.09          15.50          15.97

"C" Operator/"C" Analyst      14.53          14.93          15.38

"D" Operator/"D" Analyst      12.77          12.90          13.03

*"E" Operator/"E" Analyst      8.90           8.90           8.90
* (First 180 Days)

     An "A" Operator who assigned as Control Board Operator shall receive a
premium of $.50 per hour for such hours worked.

     Management shall have the right to use casual labor for periods of
employment not to exceed ninety (90) days per year for a given individual.

                            SHIFT DIFFERENTIAL

     In addition to the foregoing hourly rates, there shall be paid a shift
differential of forty cents ($.40) for each hour worked on the 3:00 p.m. to
11:00 p.m. shift and eighty cents ($.80) for each hour worked on the 11:00
p.m. to 7:00 a.m. shift.

     For payroll purposes, shift differential pay will be averaged over all
three (3) shifts (7:00 a.m. to 3:00 p.m., 3:00 p.m. to 11:00 p.m., and 11:00
p.m. to 7:00 a.m.) - forty cents ($.40) per hour will be paid for each hour
worked.  Shift differential will be paid to operating personnel assigned to
rotating shifts.

                            CLOTHING ALLOWANCE

     In addition to the foregoing hourly wage rates, there shall be paid a
clothing allowance of nine cents ($.09) per hour for each hour worked by an
employee.  Effective August 5, 1995, through the term of this Agreement the
clothing allowance will be sixteen cents ($.16) per hour worked by an employ-
ee.
 
                          EMERGENCY SQUAD PREMIUM

     In addition to the foregoing rates, there shall be paid a rate of five
cents ($.05) per hour for each hour worked to employees working classifica-
tions designated for inclusion on the Plant Emergency Squad.

                               EXHIBIT "C-2"
                            5-2 SHIFT SCHEDULE

               M T W T F S S        M T W T F S S        M T W T F S S 
=============================================================================
SHIFT
7-3                  X X X X X          Y Y Y Y Y        Z Z Z Z Z
- -----------------------------------------------------------------------------
SHIFT
3-11                 Y Y Y Y Y          Z Z Z Z Z        X X X X X 

- -----------------------------------------------------------------------------
SHIFT
11-7                  Z Z Z Z Z         X X X X X        Y Y Y Y Y 
- -----------------------------------------------------------------------------
DAYS OFF              X X               X X              X X 
                      Y Y               Y Y              Y Y 
                      Z Z               Z Z              Z Z


                               EXHIBIT "C-3"
                          UNIFORM SHIFT SCHEDULE

        M T W T F S S    M T W T F S S   M T W T F S S   M T W T F S S
===========================================================================
SHIFT
11-7    A A A A A D D    D D D D D C C   C C C C C B B   B B B B B A A 
- ---------------------------------------------------------------------------
SHIFT
7-3     D D D C C C C    C C C B B B B   B B B A A A A   A A A D D D D 
- ---------------------------------------------------------------------------
SHIFT
3-11    C C B B B B B    B B A A A A A   A A D D D D D   D D C C C C C 
- ---------------------------------------------------------------------------
OFF     B B C D D A A    A A B C C D D   D D A B B C C   C C D A A B B 


                                EXHIBIT "D"
                           CONSOLIDATION POLICY

     During their negotiations, the Company and the Union discussed the
procedures to be followed by the Company in its job consolidation program and
agreed as follows:

     The Company will accomplish consolidation of jobs in each operating
department whereby each employee will be trained through the training program
announced by the Company.

     As soon as an employee has demonstrated the technical knowledge and
qualifications to properly perform all duties of each job within an assigned
area (II), (III), then such employee will be promoted to the classification of
"A" Operator at the appropriate increase in pay.

     (a)  The length of training will be determined by the individual's
ability to learn and perform the skills required by consolidation.  To become
qualified and entitled to "A" Operator pay and classification, an employee
must have the skills and knowledge to perform any job duty within his/her work
area.

     (b)  Areas and shifts will not be changed as a result of consolidation.

     (c)  Company shall have the right to determine the frequency of
rotation, (not more often than weekly) in order to accomplish job consolida-
tion.  Such rotation shall normally be on a regular basis with exceptions made
only because of justifiable business needs such as unplanned personnel ab-
sence, Acts of God, and production equipment failure.

     (d)  The parties have discussed the possible impact of consolidation on
a limited number of employees who are not yet "A" Operators because:

     1.   They do not possess the necessary ability to learn, retain, and
satisfactorily complete the requirements of job knowledge and demonstrated
skills required for promotion to "A" Operator.  (This does not mean physical
fitness which is provided for in Article XII.)

     2.   A very limited number of employees who allege they currently have
medical conditions which limit their assignment to perform all the duties of
the "A" Operator classification.

     3.   Those who allege they do not possess the necessary ability to
learn, retain, and satisfactorily complete the requirements of job knowledge
and demonstrated skills required for promotion to "A" Operator and with whom
the Company disagrees.

     4.   Those who have neither alleged nor requested disqualification, but
who are nominated by the Company.  Following negotiations, a joint committee
shall meet for the purpose of discussing the above individuals subject to the
following:

     (a)  Each employee in categories 1-3 must, no later than September 30,
1989, submit a signed, dated request to the Manager of Manufacturing, request-
ing consideration for one of the above reasons.  This procedure is offered on
a one-time basis during such period.

     (b)  In the event the joint committee agrees that such an employee is
disqualified for the reason alleged, such person shall then be "red-circled"
at the rate of the employee's present classification as provided by Exhibit
"B".  The Company may utilize such individual in any job he/she is qualified
to perform in his/her area.

     (c)  An employee who has submitted a request to be disqualified, due to
physical reasons, for assignment to perform all duties of the "A" Operator
classification may be required to submit to a physical examination by the
Company's physician pursuant to the provisions of Article XII.  In case of a
disagreement over such employee's physical fitness for such work assignment,
the procedures of Section 3 of Article XII may be resorted to by the employee
within three (3) working days or the decision of the Company's physician shall
be final and binding.

     (d)  In the case of an employee who has alleged that he/she does not
possess the ability to learn, retain and satisfactorily complete the require-
ments of job knowledge and demonstrated skills required for promotion to "A"
Operator and the joint committee cannot reach a mutual agreement, the Company
shall have the right to require such employee to proceed with its job consoli-
dation and training program until the employee either qualifies or the Company
agrees that such individual does, in fact, lack such ability.  Such individual
shall then be "red-circled" at the rate of the employee's present classifica-
tion as provided by Exhibit "B" and assigned any duties qualified to perform
within his/her area.

     (e)  In the event the joint committee does not agree that a person
nominated by the Company under paragraph 4 is not qualified for training for
promotion to "A" Operator, the individual may grieve the Company's decision.

     (f)  The above procedure is available only on a one-time basis, limited
to those individuals who have submitted written request for consideration
under the provisions of paragraphs 1, 2, or 3, or who were nominated by the
Company during the 60-day period commencing August 1, 1989.
  
     It is understood that there may be a situation where, because of train-
ing needs, it is necessary to train someone other than the senior operator and
shift.  In this case, as soon as such individual has been promoted to "A"
Operator, the most senior operator will be placed in training for advancement
to "A" Operator or paid at the rate of "A" Operator.

     DATED this 5th day of August, 1995.

OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION


BY:                                         
     Ray T. West - International Representative


EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom
                          LETTER OF UNDERSTANDING



     The parties have agreed that not withstanding any other clause or
provision of the agreement the following procedures shall apply during the
life of the Agreement, effective August 5, 1995:

          (a)  Commencing August 1, 1990, each employee shall be limited to
     one bid during each 12-month period commencing with the date the suc-
     cessful bidder is informed of the bid award.  A successful bidder will
     be transferred as soon as a qualified replacement is available to fill
     his vacancy.

          (b)  Skills balancing, by shift within each area.  Company shall
     have the right to balance assignment skills in each area on each shift
     in order to maintain production efficiency and to accomplish training
     needs.

          A shift is considered not balanced until each operating assignment
     has available a minimum of two qualified operators.

          The Company has the right to balance skills on each shift in each
     area.  Whenever three (3) or more employees are qualified on any one
     assignment within a shift and another shift has only one person quali-
     fied for that assignment, the Company may transfer one person to the
     shift having only one trained person in that assignment in the following
     manner:

          Company will offer the transfers first by area seniority to
          such qualified personnel and in the event the senior quali-
          fied employees decline, there by assignment of the qualified
          employee(s) with the least area seniority necessary to
          achieve shift skill balancing.

          When more than one shift exceeds minimum skill balancing personnel
     numbers, the initial offer of transfer opportunity or assignment, will
     be by area seniority and qualifications from all shifts in the area.  

     It is understood that the same individual may not be involuntarily
transferred for the purpose of skills balancing more frequently than once each
twelve (12) months.

     Skills balancing between shifts takes precedence over bidding proce-
dures.

     In the event the transfer of an employee from one shift to another
creates a surplus on the receiving shift, the surplus employee shall then be
assigned to the shift from which the transferred employee came.  If an employ-
ee is not surplus the bidding procedure will be followed.

     When there is a conflict between terms of the Agreement and this Letter
of Understanding, this document shall control.

     DATED this 5th day of August, 1995.


EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION
AND ITS LOCAL 5-434


BY:                                         
     Ray T. West - International Representative



APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom


                                EXTRA CREW
                          LETTER OF UNDERSTANDING


     During their negotiations, the parties discussed the Company's objective
of facilitating its commitment to job consolidation training, recognizing the
need for extra personnel who could be used for purposes of relief, training,
or replacement of employees who are absent or for overtime assignment.

     The parties have agreed that the Company shall have the right to utilize
certain lowest seniority individuals who will be designated as "Extra Crew"
and assigned as the Company may elect.  Such "Extra Crew" personnel will not
be assigned to a shift or area until there is a vacancy after the completion
of the realignment and bidding procedures, even though the employee has
completed 180 days of service.

     Such "Extra Crew" members will be drawn from the lowest senior employees
in the plant or from "new hires."  No regular assignment will be deleted to
provide employees for this "Extra Crew."

     The Company will utilize four (4) current employees to establish the
"Extra Crew," or new hires as attrition takes place.


EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION
AND ITS LOCAL 5-434


BY:                                         
     Ray T. West - International Representative




APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom



                      AMERICANS WITH DISABILITIES ACT
                          LETTER OF UNDERSTANDING


     The Company and Union recognize the provisions of the American's with
Disabilities Act may impact the terms of this Agreement, and thus agree to
discuss each instance individually in order to reach a mutual understanding.


EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION
AND ITS LOCAL 5-434


BY:                                         
     Ray T. West - International Representative

APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom

                             TWELVE HOUR SHIFT
                          LETTER OF UNDERSTANDING


     There is presently an operating practice of a twelve hour shift sched-
ule.  All matters regarding the twelve hour shift policy are governed by the
policy which is contained in Standard Operating Procedures Manual No. A002.


EL DORADO CHEMICAL COMPANY


BY:                                         
     Richard Milliken, Plant Manager


OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION
AND ITS LOCAL 5-434


BY:                                         
     Ray T. West - International Representative

APPROVED:


BY:                                         
     Stacey Burson


BY:                                          
     Rick Bailey


BY:                                         
     James Turbeville


BY:                                         
     Paul Voss


BY:                                         
     James Haltom





                                 AGREEMENT


                                  between


                        EL DORADO CHEMICAL COMPANY


                                    and


                       INTERNATIONAL ASSOCIATION OF
                     MACHINISTS AND AEROSPACE WORKERS,
                                  AFL-CIO
                               LOCAL NO. 224


                         Effective: August 5, 1995



                        EL DORADO CHEMICAL COMPANY
                            El Dorado, Arkansas
                             TABLE OF CONTENTS

PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE I      APPLICATION OF AGREEMENT. . . . . . . . . . . . . . . . .  1

ARTICLE II          PERIOD OF AGREEMENT. . . . . . . . . . . . . . . . .  1

ARTICLE III         MANAGEMENT RIGHTS CLAUSE . . . . . . . . . . . . . .  1

ARTICLE IV          CHECK-OFF OF UNION DUES. . . . . . . . . . . . . . .  2

ARTICLE V      SENIORITY . . . . . . . . . . . . . . . . . . . . . . . .  2

               Section 1.     Length of Service. . . . . . . . . . . . .  2
               Section 2.     Order of Seniority . . . . . . . . . . . .  2
               Section 3.     Eligibility for Seniority. . . . . . . . .  2
               Section 4.     Filling Vacancies. . . . . . . . . . . . .  3
               Section 5.     Qualifications for Job . . . . . . . . . .  4
               Section 6.     Seniority List . . . . . . . . . . . . . .  4
               Section 7.     Seniority Accrued. . . . . . . . . . . . .  4
               Section 8.     Seniority - Outside Assignments. . . . . .  4
               Section 9.     Discharges and Reemployment. . . . . . . .  4
               Section 10.    Status of Employees Laid Off . . . . . . .  5
               Section 11.    Loss of Seniority. . . . . . . . . . . . .  5

ARTICLE VI          HOURS OF WORK AND OVERTIME . . . . . . . . . . . . .  6

               Section 1.     Hours of Work. . . . . . . . . . . . . . .  6
               Section 2.     Overtime and Call-Out Pay Rates. . . . . .  7
               Section 3.     Shift Change Notice. . . . . . . . . . . .  7
               Section 4.     Meal Time. . . . . . . . . . . . . . . . .  8
               Section 5.     No Reduction of Work Week as Result of Overtime  8
               Section 6.     Computation of Overtime. . . . . . . . . .  8
               Section 7.     Distribution of Overtime and Call-Out Time  8
               Section 8.     Call-Out . . . . . . . . . . . . . . . . .  9
               Section 8A.    Advance Scheduling of Overtime . . . . . .  9
               Section 8B.    Right to Assign Qualified Personnel. . . .  9
               Section 9.     Holiday Pay. . . . . . . . . . . . . . . . 10
               Section 10.    Reporting for Work and Not Used. . . . . . 10

ARTICLE VII    WAGE RATES AND CLASSIFICATIONS. . . . . . . . . . . . . . 11

               Section 1.     Wages and Pay Period . . . . . . . . . . . 11
               Section 2.     Changes in Classification of Work. . . . . 11

ARTICLE VIII   HANDLING OF GRIEVANCES. . . . . . . . . . . . . . . . . . 11

               Section 1.     Routine Submission . . . . . . . . . . . . 11
               Section 2.     Arbitration. . . . . . . . . . . . . . . . 12

ARTICLE IX          SHOP COMMITTEE AND STEWARDS. . . . . . . . . . . . . 14

               Section 1.     Shop Committee . . . . . . . . . . . . . . 14
               Section 2.     Stewards . . . . . . . . . . . . . . . . . 14

ARTICLE X      LEAVE OF ABSENCE. . . . . . . . . . . . . . . . . . . . . 14

               Article 1.     Personal Business. . . . . . . . . . . . . 14
               Article 2.     Union Business . . . . . . . . . . . . . . 14
               Article 3.     Sickness or Accident . . . . . . . . . . . 15
               Article 4.     Notice to the Company. . . . . . . . . . . 15
               Article 5.     Military Reserve Training. . . . . . . . . 15

ARTICLE XI          VACATIONS. . . . . . . . . . . . . . . . . . . . . . 16

               Section 1.      . . . . . . . . . . . . . . . . . . . . . 16
               Section 2.      . . . . . . . . . . . . . . . . . . . . . 16
               Section 3.      . . . . . . . . . . . . . . . . . . . . . 16
               Section 4.      . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XII    MILITARY LEAVE. . . . . . . . . . . . . . . . . . . . . . 18

               Section 1.     Military Selective Service Act . . . . . . 18
               Section 2.     Pay in Lieu of Vacation. . . . . . . . . . 18

ARTICLE XIII   PHYSICAL EXAMINATIONS . . . . . . . . . . . . . . . . . . 18

               Section 1.     Periodical Examinations. . . . . . . . . . 18
               Section 2.     Certificate of Physical Fitness. . . . . . 18
               Section 3.     Dispute Resolution . . . . . . . . . . . . 18

ARTICLE XIV    MISCELLANEOUS AND GENERAL . . . . . . . . . . . . . . . . 19

               Section 1.     Tool Check-In Time . . . . . . . . . . . . 19
               Section 2.     Bulletin Board . . . . . . . . . . . . . . 19
               Section 3.     Discrimination . . . . . . . . . . . . . . 19
               Section 4.     Wage Rate Changes. . . . . . . . . . . . . 19
               Section 5.     Safety Provisions. . . . . . . . . . . . . 19
               Section 6.     Discharges . . . . . . . . . . . . . . . . 20
               Section 7.     Recess Period (Smoking). . . . . . . . . . 20

               Section 8.     Jury Duty. . . . . . . . . . . . . . . . . 20
               Section 9.     Termination Pay. . . . . . . . . . . . . . 20
               Section 10.    Contract Work. . . . . . . . . . . . . . . 21
               Section 11.    Technical and Supervisory Employees. . . . 21
               Section 12.    Minor Maintenance. . . . . . . . . . . . . 21
               Section 13.    Minor Operating Functions. . . . . . . . . 21

ARTICLE XV     VALIDITY OF CONTRACT. . . . . . . . . . . . . . . . . . . 21

ARTICLE XVI    NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XVII   FUNERAL LEAVE . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XVIII  GROUP INSURANCE . . . . . . . . . . . . . . . . . . . . . 23

               Section 1.     Group Insurance and Retirement . . . . . . 23

ARTICLE XIX    NO STRIKE OR LOCKOUT. . . . . . . . . . . . . . . . . . . 24

ARTICLE XX     SERVICE WITH COMPANY. . . . . . . . . . . . . . . . . . . 24

ARTICLE XXI    RETIREMENT AGE. . . . . . . . . . . . . . . . . . . . . . 24

SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

EXHIBIT "A"    BASIC HOURLY WAGE RATE. . . . . . . . . . . . . . . . . . 26

EXHIBIT "B"    CLOTHING ALLOWANCE. . . . . . . . . . . . . . . . . . . . 26

EXHIBIT "C"    PART 1
               RECOGNIZED MAINTENANCE WORK GROUPS. . . . . . . . . . . . 27

EXHIBIT "D"    EMPLOYEE DUES AUTHORIZATION LETTER. . . . . . . . . . . . 28

AMERICANS WITH DISABILITIES ACT LETTER OF UNDERSTANDING. . . . . . . . . 29

SHIFT DIFFERENTIAL LETTER OF UNDERSTANDING . . . . . . . . . . . . . . . 30

                                 PREAMBLE

     This Agreement is made and entered into by and between EL DORADO CHEMI-
CAL COMPANY (hereinafter referred to as the "Company"), and the INTERNATIONAL
ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS, AFL-CIO, LOCAL NO. 224
(hereinafter referred to as the "Union"), which the Company recognizes as the
sole bargaining agency for the Maintenance employees of the Company at its
chemical plant located north of El Dorado, Arkansas, who are eligible for
membership in the Union in accordance with the Labor Management Relations Act
of 1947.

                                 ARTICLE I
                         APPLICATION OF AGREEMENT

     The Company hereby recognizes the Union as the exclusive bargaining
agency for the employees of the Company at said plant who work in the capaci-
ties hereinafter stated in this Article I.

     (a)  All Maintenance employees, as described in Exhibit "A", engaged in
the installation, maintenance and repair of machinery and equipment, but
excluding all production, chemical and operating employees, shipping atten-
dants, office and clerical employees, managers, supervisors and guards.

                                ARTICLE II
                            PERIOD OF AGREEMENT

     This Agreement shall remain in full force and effect for a 3-year
contract term commencing August 5, 1995, at 12:01 a.m., and ending 12:00
Midnight, July 31, 1998.  At reasonable times after June 1, 1998, the parties
will meet to attempt to negotiate a new contract to be effective for a period
beginning after 12:01 a.m., August 1, 1998.

                                ARTICLE III
                         MANAGEMENT RIGHTS CLAUSE

     The Union expressly recognizes that the Company has the exclusive
responsibility for and authority over (whether or not the same was exercised
heretofore) the management, operation and maintenance of its facilities and,
in furtherance thereof, has, subject to the terms of this Agreement, the right
to determine policy affecting the selection, hiring, and training of employ-
ees; to direct the work force and to schedule work; to institute and enforce
reasonable rules of conduct; to assure discipline and efficient operations; to
determine what work is to be done, what is to be produced and by what means;
to determine the quality and quantity of workmanship; to determine the size
and composition of the work force; to determine the allocation and assignment
of work to employees; to determine the location of the business, including the
establishment of new locations or departments, divisions, or subdivisions
thereof; to arrange for work to be done by other companies or other divisions
of the Company; to alter, combine, or eliminate any job, operation, service,
or department; to sell, merge or discontinue the business or any phase there-
of; provided, however, in the exercise of these prerogatives, none of the
specific provisions of the Agreement shall be abridged.  The Company will not
use the vehicle of subcontracting for the sole purpose of laying off employees
or reducing the number of hours available to them.

                                ARTICLE IV
                          CHECK-OFF OF UNION DUES

     Upon receipt of a signed authorization by an employee requesting deduc-
tions from his wages for his monthly union dues, the Company agrees to honor
such authorization according to its terms during the life of this Agreement. 
The form of such individual authorization shall be as set forth in Exhibit "D"
hereto.

     The Financial Secretary of Local 224, IAM-AW, shall, from time to time,
notify the Company in writing of the amount of the monthly deduction to be
made, from time to time, under this authorization.  All money so deducted by
the Company shall be paid to the Union on or before the end of the month
during which deductions are made.  Upon receipt of written request by an
employee, the Company shall, after thirty (30) days' notice, discontinue dues
deduction.

                                 ARTICLE V
                                 SENIORITY

Section 1.  Length of Service.

     Length of service in the bargaining unit and with the El Dorado Plant
shall, in that order, govern the promotion, demotion, and transfer of employ-
ees.

Section 2.  Order of Seniority.

     An employee's seniority shall be determined as follows:

          Order of Importance           Seniority

          1st                           Bargaining Unit
          2nd                           Plant

Section 3.  Eligibility for Seniority.

     An employee shall be first entitled to seniority in the bargaining unit
when he has been continuously employed in that unit for 180 days; his seniori-
ty dating from the date of the beginning of such employment.

     However, an employee who has been employed in the bargaining unit, who
has been laid off prior to his having been employed therein for 180 days
continuously, and who is reemployed in the bargaining unit within 180 days
from the date upon which he is laid off, shall, upon such reemployment, be
entitled to have the number of days which he has worked in the bargaining
unit, during the period of his most recent previous employment herein, includ-
ed in any subsequent computation of his seniority in the bargaining unit and
shall be entitled to seniority when he has accrued 180 days on that basis.

     The Company shall have the right to layoff or discharge, without cause,
any employee who has not worked in the bargaining unit a sufficient length of
time to gain seniority, and such action on the part of the Company shall not
be the subject of a grievance on the part of the Union under any provision of
this Agreement.

Section 4.  Filling Vacancies.

     (a)  Temporary and permanent vacancies will be filled only when the
Company sees a need to fill the vacancy.  In the event the Company sees a need
to fill a vacancy, it will be filled by the employee having the most bargain-
ing unit seniority, who desires the job, and who possesses a skill of the
group in which the vacancy occurs.  Any person so promoted must accept the
duties and responsibilities of the job.

     (b)  When there is a permanent vacancy in a group and the Company sees
a need to fill that vacancy, the Company shall post promptly, and keep posted
for fifteen (15) days, notice on its bulletin board of the job vacancy.  It
shall be the duty of an employee who feels himself entitled to such job on
account of his seniority to file his sealed bid for such job with the Plant
Manager or his representative, and send a copy thereof to the Chairman of the
Shop Committee within said 15-day period.  In order to be considered valid, a
bid must be signed, dated, and deposited in a locked box marked "I.A. of M.
and A.W. Bids" located at the plant entrance gate.

     Immediately upon expiration of the posting period of fifteen (15) days,
the names of all bidders will be posted on the bulletin board, and the bidder
having the most seniority and who desires the job shall be assigned to the
group and receive the "C" Mechanic rate of pay if he possesses the necessary
skill.  In the event no qualified bidder possessing the necessary skill bids
on the vacancy, the Company may hire a qualified employee from the outside.

     If he does not possess the skill, he will be reduced to the rate that
compares to his previous experience beginning not later than the beginning of
the work week following the week in which the successful bidder is determined,
provided the successful bidder is available to report for work on that day.

     If the group vacancy is not filled by the procedure set forth above and
the Company sees the need to fill the vacancy, a first-year "E" Mechanic job
will be posted for filling outside the bargaining unit.

     Notwithstanding any other provisions of this subsection (b), it is
agreed that the Company shall have the right at any time during said 15-day
posting period to withdraw the posting of a new job in the event the Company
decides that such job need not be filled.

     (c)  Should an employee within a group who is entitled to a promotion
desire to waive his opportunity for that promotion, he shall do so by signing
a waiver.

     (d)  In the event that it becomes necessary to establish a permanent
rotating shift the Company will notify the Shop Committee to discuss the
procedure and shift to be implemented at least thirty (30) calendar days
before establishing such shift.

Section 5.  Qualifications for Job.

     (a)  It is not the intention of the parties to this Agreement that any
employee shall be permitted to work on a job when he is not qualified to
perform the work which that job requires.  However, if, in the opinion of the
Company, an employee is not qualified for a particular job to which he would
otherwise be entitled by virtue of his seniority, and the Company determines
that an employee's application for the job shall be denied on the basis of his
lack of qualifications, the Company shall notify the Chairman of the Shop
Committee and the employee involved of their decision, at least five (5) days
prior to the date upon which any other employee is permanently assigned to the
job.

Section 6.  Seniority List.

     Seniority lists will be compiled on April 1 and October 1 and will be
available to all employees.  One copy of each seniority list will be furnished
to the Shop Committee.

Section 7.  Seniority Accrued.

     Each employee shall retain the seniority accrued to him based upon
actual service at the El Dorado Plant.

Section 8.  Seniority - Outside Assignments.

     Any employee, after having established seniority under the provisions of
this Agreement, who is temporarily assigned to another job by the Company
(outside the bargaining unit) shall continue, for not more than ninety (90)
days per calendar year, on a cumulative basis, to accrue seniority on his
regular classification during such period of temporary assignment.  If such
employee works more than ninety (90) days per calendar year on a cumulative
basis, he shall forfeit one (1) day of bargaining unit seniority for each day
in excess of ninety (90) days worked outside of the bargaining unit during
that calendar year.

Section 9.  Discharges and Reemployment.

     When there is a reduction in the number of employees in the bargaining
unit, the employee last employed in the bargaining unit shall be the first
employee laid off.  The employee laid off through no fault of his own, who has
the greatest bargaining unit seniority, shall (subject to the following
provisions of this Article) be the person first reemployed in the event
additional employees are employed, provided that the person is qualified to
perform the duties of the job to which he would be assigned on reemployment.

     A person who has worked in the bargaining unit sufficiently long to be
entitled to seniority in that unit, and who is laid off through no fault of
his own, who has kept his current address on file with the Company, and who
continues to be entitled to seniority under the terms of this Agreement shall
(subject to the following provisions of this Article) be given first consider-
ation for reemployment.

     If reemployment is available for any such person, the Company shall so
notify him by letter (with a copy of such letter to the Chairman of the Shop
Committee), addressed to him at his address then on file with the Company, and
he shall be allowed fifteen (15) days from the date upon which said letter was
mailed, or until he no longer retains his accrued seniority as provided in
Section 10 of this Article V (whichever is the shorter period), in which to
notify the Company in writing of his desire to return to work.  In the event
he delivers such notice, he shall be allowed seven (7) days from the date of
the delivery thereof to report for work; provided, however, if the employee
involved is, on the date which he would otherwise be required to report for
work totally disabled to work, he shall, on or before that date, deliver to
the Company a statement in writing from a licensed physician stating that he
is so disabled, in which event the period within which he shall be permitted
to return to work shall be extended ninety (90) days.

Section 10.  Status of Employees Laid Off.

     The accrued seniority of an employee who has been laid off through no
fault of his own shall continue to exist from the date of his layoff for the
following periods:

          Years of Service         Period Seniority to Exist

          0-180 days               -0-

          181 days to 2 years      Length of previously accrued senior-
                                   ity

          2 years or more          2 years

Section 11.  Loss of Seniority.

     Seniority shall be lost and employment terminated for any of the follow-
ing reasons:

     (a)  Quitting.

     (b)  Absence from work for three (3) consecutive days without having
          notified the Company, unless physically impossible to do so.

     (c)  Discharge for just cause.

     (d)  Failure to return at the expiration of a leave of absence or
          vacation.

     (e)  If an employee misrepresents the reason for requesting a leave of
          absence.

     (f)  If an employee fails to file for reinstatement within ninety (90)
          days following discharge from the U.S. Military Service.

     (g)  Failure to return to work from layoff within the time specified in
          Section 9 of this Article.

     (h)  At the end of the period specified in Section 10 of this Article,
          or upon earlier rejection after layoff of an offer of reemployment
          in a classification equal to the classification from which laid
          off.

                                ARTICLE VI
                        HOURS OF WORK AND OVERTIME

Section 1.  Hours of Work.

     (a)  Regular base hours of work shall be eight (8) hours per day and
forty (40) hours per week.

     (b)  The work week shall begin at 12:01 a.m. each Monday and end at
12:00 midnight the following Sunday.  The work day shall begin at 12:01 a.m.
and end at 12:00 midnight.

     (c)  The work week shall normally be five (5) consecutive 8-hour days,
Monday through Friday, and will normally begin work at 7:00 a.m. and end at
3:30 p.m. with a 30-minute lunch period from 12:00 noon to 12:30 p.m.

     (d)  No employee shall be required to work more than twelve (12) hours
during any normal work day except in case of an emergency.

     (e)  All employees shall be expected to report to work promptly at the
scheduled time.  No employee shall be permitted to work if such employee
reports for work more than one and one-half (1-1/2) hours after his regular
scheduled reporting time, unless such delay has been previously excused by the
Company.

     (f)  No employee shall be allowed to work more than sixteen (16)
continuous hours nor more than sixteen (16) hours in any one day except in the
case of an emergency.  However, an employee will be allowed to complete his
regularly scheduled hours of work as provided in Sections 5, 8 and 10 of this
Article VI.

     (g)  Maintenance overhauls may be staffed on 8-hour, 10-hour, or 12-
hour shifts as may be necessitated by the needs of the operation.

     The Company will specify and select the number and classifications of
personnel on each shift by work group classification for each particular
overhaul on a shift basis.  Preference to shifts will be governed by the
employee's bargaining unit seniority.  Shift change notice will be handled as
outlined in Article VI, Section 3.  In the event there are insufficient
qualified personnel on each shift, the Company shall have the right to assign
qualified personnel as needed.

Section 2.  Overtime and Call-Out Pay Rates.

     (a)  Overtime and call-out rates shall be one and one-half (1-1/2)
times the regular rate and shall be paid for all work performed in excess of
forty (40) hours per week, continuous actual work in excess of eight (8)
hours, and for all work performed as a result of call-out and for hours worked
outside an employee's regularly scheduled hours.

     (b)  Any employee who works over, beyond his regular scheduled work
day, shall be paid a minimum of three (3) hours at straight time.  If the
employee is required to stay over beyond his regular scheduled work day to
attend meetings or to receive training, and no production work is involved, he
will receive pay for actual time spent at one and one-half (1-1/2) times his
regular rate of pay, providing he has received a minimum of twenty-four (24)
hours' notice in advance.

     (c)  No employee shall work overtime without the approval of his
Foreman.

Section 3.  Shift Change Notice.

     (a)  The Company shall pay each employee one and one-half (1-1/2) times
his regular rate of pay for the first shift of a rearranged work schedule if
the employee whose shift is changed shall not have been notified of the change
at least twenty-four (24) hours prior to the beginning of said first shift. 
If notice of employee's shift change shall be posted on his regular day off,
notice of the change shall be posted at least seventy-two (72) hours prior to
the beginning of said first shift.  Any notice required to be given to an
employee under the provisions of this Section 3 may be given by written notice
posted on the general bulletin board of the Company and the bulletin board of
the Union, and each employee named in any notice shall be deemed to have
received the notice at the time copies of said notices are posted on said
boards.

     (b)  The changing of an employee's shift, incident to the return of an
employee from sickness or accident, shall not be considered a change in shift
within the meaning of this Section 3, unless the absent employee has given the
Company at least seventy-two (72) hours' notice of his intention to return to
work and the time at which he will return to work by notifying his supervisor.

     (c)  The changing of an employee's shift from 7:00-3:30 to 7:00-3:00,
or from 7:00-3:00 to 7:00-3:30 will not constitute a shift change.

     (d)  A change in shift at the request of an employee shall not be
considered a change in shift for the purpose of this Section 3.

     (e)  No employee shall lose any time from his normally scheduled 40-
hour week occasioned by any shift change.

Section 4.  Meal Time.

     (a)  If a "Day Man" is instructed to and continues to work overtime
past 6:00 p.m., he shall be allowed a 30-minute period beginning at 6:00 p.m.
for supper on Company time; and if said "Day Man" then continues to work
additional overtime, he shall be allowed a 30-minute lunch period on Company
time; each such period to begin at the end of four (4) hours of additional
continuous overtime worked after 6:30 p.m.

     (b)  Any employee called for work outside of his regular working hours,
who is required to work more than four (4) consecutive hours outside his
regular hours, shall be allowed a 30-minute period for a meal on Company time
at the end of the fourth consecutive hour and at the end of each consecutive
4-hour period thereafter that said employee continues to work outside his
regular hours.

Section 5.  No Reduction of Work Week as Result of Overtime.

     No employee will be required to take any time off from his regular work
week because of overtime worked in that or any other week.  If an employee is
required to work on his day off, he shall not be forced to take another day
off in lieu thereof.

Section 6.  Computation of Overtime.

     For the purpose of computing overtime under this Article, the exact time
worked, rounded to the nearest quarter hour, shall be accounted for, which
shall be paid for at the overtime rate.

     There shall be no duplicate payment for daily overtime and weekly
overtime.  If daily overtime is greater in any one work week, only daily
overtime shall be paid, or if weekly overtime is greater in any one work week,
only weekly overtime shall be paid.  There shall be no pyramiding of overtime.

Section 7.  Distribution of Overtime and Call-Out Time.

     Overtime work opportunities shall initially be distributed, as equitably
as practicable, within each work group where the overtime is required in
accord with the Company's distribution policy.  The Company may then offer
such work to employees in other work groups who are qualified.

     For the purpose of distributing overtime, the Company will submit a
list, biweekly, to the work group steward showing the overtime worked, refused
and overtime standing of each employee covered within the group.

     Each employee who is requested to report for overtime duty shall report
at the required time unless he shall first obtain permission from his supervi-
sor to be relieved of such duty.

Section 8.  Call-Out.

     An employee who is called out and reports for work outside his regular
working hours shall work until excused by the person then supervising his
work; provided that no one shall be required to work longer than is provided
in Section 1(d) of this Article.  An employee who is called out and reports
for work shall be paid a minimum for four (4) hours at time and one-half (1-
1/2), even though the full four (4) hours may not be worked because no work is
available, or he does not work at all because no work is available.  An
employee called for such work, who works continuously until the beginning of
his regular hours of work and continues to work during the regular hours of
his scheduled work, shall not be considered to have had a change in shift
within the meaning of Section 3 of this Article VI.

     A description of the work or jobs to be done, or the problem necessitat-
ing the call-out, is provided as accurately as possible by the supervisor in
order that the person being called may judge: (a) whether or not he has the
ability to do the work, and (b) about how long he may have to work.  It is not
intended to have a person come out on one job, then surprise him with a list
of additional jobs to be done.  However, due to emergencies, it cannot be
guaranteed that he will only be required to do what he was called for.

     Notwithstanding the fact that an employee has been called out for work,
such employee shall perform his regular work schedule during the remainder of
the work week in which such call-out occurs unless excused from such work.

     If an employee is called out for work and works until the beginning of
his regular work schedule, the call-out will be considered as ending at the
beginning of his regular schedule.

Section 8A.  Advance Scheduling of Overtime.

     Overtime may be scheduled up to three (3) weeks in advance of the actual
time required.  In the event the scheduled overtime is cancelled, eight (8)
hours' notice will be given or a call-out will be paid.

Section 8B.  Right to Assign Qualified Personnel.

     In the event overtime distribution and call-out  procedures do not
provide the Company with sufficient, qualified personnel to perform the
overtime work, the Company shall have the right to assign such work to quali-
fied personnel.  The performance of such work is mandatory.

Section 9.  Holiday Pay.

     The following days shall be considered holidays and normally no work
will be performed on the designated holidays except in cases of emergency,
around-the-clock shift work, and in those crafts where work is necessary for
continued operations:

          1.   New Year's Day
          2.   Good Friday
          3.   Memorial Day
          4.   July Fourth
          5.   Labor Day
          6.   Columbus Day
          7.   Thanksgiving Day
          8.   Day after Thanksgiving
          9.   Last work day before Christmas holiday
          10.  Christmas Day

     When any of these holidays fall on Sunday, the following Monday will be
observed as the holiday.

     When any of these holidays fall on Saturday, the preceding Friday will
be observed as the holiday.

     Each employee who is not required to work and who does not work on a
holiday shall be paid a bonus equivalent to eight (8) hours at his regular
rate at straight time pay, providing he has worked his last scheduled work day
immediately preceding the holiday and his first scheduled work day following
the holiday unless the failure to work these days is because of confirmed
illness or accident no more than five (5) work days before or after the
holiday, unless the employee was excused in advance by the Company.

     Each employee who works on a holiday will be paid, in addition to the 8-
hour bonus mentioned above, one and one-half (1-1/2) times his regular rate of
pay.

Section 10.  Reporting for Work and Not Used.

     Except when no work is available due to Act of God, such as fire, flood,
explosion, or tornado, an employee who reports for duty on his regular sched-
ule shall be given the opportunity of working a full 8-hour shift.

                                ARTICLE VII
                      WAGE RATES AND CLASSIFICATIONS

Section 1.  Wages and Pay Period.

     The regular pay periods for employees subject to this Agreement will
cover every two (2) scheduled work weeks, and checks will be available to the
men on their regular shifts on the Friday following completion of the 2-week
period.

     Each employee who works during the period beginning 12:01 a.m., August
5, 1995, and ending 12:00 Midnight, July 31, 1998, shall be paid for his work
in that classification on the basis of the basic hourly wage rate for that
classification shown on Exhibit "A" to this Agreement.  Each employee will be
paid the applicable clothing allowances provided on Exhibit "B" to this
Agreement.

Section 2.  Changes in Classification of Work.

     (a)  Each employee covered by any classification is expected to perform
any duties to which he may be assigned within his classification or lower
classification.

     (b)  It is understood and agreed by the parties hereto that two (2)
work groups shall be recognized under this Agreement.  A tabulation of the
groups with explanatory notes is made in Exhibit "C", Part 1, which is a part
of this Agreement.

     (c)  All Maintenance personnel may be assigned to do any jobs that they
have the ability to perform subject to the provisions of Article V, Section 5,
and Article XIV, Section 5, of the current contract.

     (d)  The Company reserves the right to increase or reduce, at any time
and from time to time, the number of men employed in any group mentioned in
Exhibit "C", Part 1, to that number of men which, in the opinion of the
Company, are required to perform work in that group for maintaining the plant. 
Any such increase or reduction of force in any group shall be made on the
basis of bargaining unit seniority in that group.  The Company shall advise
the employee(s) affected seventy-two (72) hours in advance of any permanent
change in the number of persons who shall work in any classification.

                               ARTICLE VIII
                          HANDLING OF GRIEVANCES

Section 1.  Routine Submission.

     (a)  For the purpose of adjusting a grievance arising out of the
application or interpretation of a written provision of the Agreement, it is
agreed that an employee, and/or with his Steward, shall first seek adjustment
of the matter with his Foreman; and, if not resolved, the employee, and/or
with his Steward, may submit the grievance in writing to his Foreman.  No
grievance will be considered unless it has been submitted to his Foreman
within five (5) working days after the employee knew or should have known that
the grievance occurred.

     The Foreman shall advise the employee and/or the Steward, in writing,
within five (5) days (Saturdays, Sundays and holidays excluded) of his deci-
sion on the grievance, if submitted.  The grievance must be filed, in writing,
on grievance forms provided by the Company and signed by the individual
grievant.

     If the grievance is not satisfactorily adjusted with the Foreman, the
employee and the Steward may submit the grievance to the Shop Committee for
handling with the Department Head.

     (b)  If the Shop Committee elects to process the grievance, it shall
submit the grievance to the Department Head, along with a factual statement of
the reasons that the Foreman's answer was not satisfactory.  The grievance
must be submitted to the Department Head within five (5) days (excluding
Saturdays, Sundays and holidays) after the date the Foreman advised the
Steward and/or employee of his decision.  The Department Head shall, within
seven (7) calendar days following receipt of the grievance, meet with the
designated members of the Shop Committee at a time to be mutually agreed upon. 
The Department Head shall advise the Shop Committee, in writing, within five
(5) days following this meeting (excluding Saturdays, Sundays and holidays) of
his decision regarding the grievance.

     (c)  If the response of the Department Head is not satisfactory, the
Shop Committee may submit the matter, in writing, to the Plant Manager within
ten (10) days (excluding Saturdays, Sundays and holidays) after the date the
Department Head furnishes his grievance response to the Committee.  The Plant
Manager shall, within ten (10) calendar days following receipt of such griev-
ance (and documentation) meet with the designated members of the Shop Commit-
tee, at a time to be mutually agreed upon.  The Plant Manager, or his autho-
rized representative, shall render a decision on the grievance, in writing,
within ten (10) days (Saturdays, Sundays and holidays excluded) following this
meeting.

Section 2.  Arbitration.

     If the grievance is not adjusted satisfactorily through the procedure
hereinbefore mentioned, the issue may be referred to an arbitrator.  If the
Union desires to submit such grievance to an impartial arbitrator (providing
the grievance is one which does not involve matters in which arbitration is
specifically prohibited under the terms of this Agreement, and which the
Company and Union have mutually agreed to submit to arbitration) it must
notify the Company of that fact, in writing, within thirty (30) days after the
date the Plant Manager, or other duly authorized representative, advised the
Workmen's Committee of his decision.

     The Union and the Company shall make written application to the Federal
Mediation & Conciliation Service requesting a seven-name arbitrator panel from
which the parties shall select one (1) arbitrator.  The parties shall alter-
nately each strike one name until only one (1) name remains who shall act as
Arbitrator.  It is understood that, starting with the first arbitration case
following the date of the execution of this Agreement, the Union shall strike
the first name.  In the next case, the first name shall be stricken by the
Company, and alternately the Union and the Company thereafter.  Both the
Company and the Union shall have the right to reject two (2) panels submitted
by the Federal Mediation & Conciliation Service.

     When the Arbitrator has been selected, he shall meet for the consider-
ation of the grievance as soon thereafter as is practical.  Any such procedure
shall be held in El Dorado, Arkansas, unless the parties unanimously decide
otherwise.

     The expense of the Arbitrator shall be shared equally by the Company and
the Union.

     The Arbitrator shall decide only the grievance submitted to him upon
testimony presented to him by the Union and the Company, and shall render his
decision in writing.

     Except as otherwise specifically provided in this Agreement, the Arbi-
trator shall have no power to change the wages, hours, or conditions of
employment set forth in this Agreement; he shall have no power to add to,
subtract from or modify any of the terms of this Agreement; he shall deal only
with the grievance which occasioned his appointment.  He will require that the
Union has the burden of establishing its position on behalf of the employee,
except in a discipline and/or discharge case when the burden will be on
management.

     The parties hereto shall comply fully with the award or decision made by
any such Arbitrator, and the decision of the Arbitrator will be final and
binding on both parties.

     No provisions of this Article, or of any other Article of this Agree-
ment, shall deprive any employee covered by the terms of this Agreement of any
rights to which he may be entitled under Section 9(a) of the Labor Management
Relations Act of 1947, or any other Statute of the United States.

     The Union has the authority to process, abandon, or settle grievances on
behalf of employees.  It is provided, however, that no grievance as to wage
scales that shall be paid to all or any group of the employees in the bargain-
ing unit shall be submitted to an arbiter, in any event.

     The question as to whether a person has been paid the rate to which he
is entitled, in accordance with the wage rates set forth in Exhibit "A" to
this Agreement, for work which he has performed shall be a subject for arbi-
tration.

     The grievance and arbitration provisions provided for herein, in addi-
tion to any other right or obligation under the Agreement, are limited to
grievances or clams arising and actually filed in writing during the term of
this Agreement.

     In the event a grievance arises over a discharge or layoff, the first
and second steps of the grievance procedure may be bypassed.

                                ARTICLE IX
                        SHOP COMMITTEE AND STEWARDS

Section 1.  Shop Committee.

     The Shop Committee, composed of four (4) members from the employee work
force, and management representatives, shall hold regular meetings on a
bimonthly basis.  It shall be the responsibility of the Shop Committee to
submit a written agenda of each subject it wishes to discuss with the Company
no less than forty-eight (48) hours before the day of any such meeting.  Only
three (3) employees in any one group at any one time shall be a member of the
Committee.

Section 2.  Stewards.

     (a)  A Steward and an assistant Steward may be elected in each work
group by the employees of that group, and the Union shall submit to the
Company, in writing, the names of each person so designated.  The Company
shall consider the person so designated as Steward and assistant Steward of
each work group until notified, in writing, to the contrary.

     (b)  Duly-elected Stewards or Committeemen shall be deemed to possess
top ranking seniority for purposes of layoff and recall rights within his
respective work group or classification while acting as such.

                                 ARTICLE X
                             LEAVE OF ABSENCE

Section 1.  Personal Business.

     If an employee desires to be off on personal business (not emergencies),
he may do so with the consent of the Company so long as he does not desire to
be off over two (2) work weeks and provided that he gives the Company forty-
eight (48) hours' notice of his desire to be absent and the length of time he
desires to be off.  Upon completion of such leave, he will resume employment
on the basis of uninterrupted service.

Section 2.  Union Business.

     (a)  The Company shall, upon a minimum of thirty (30) days' prior
written request from an employee and the President of Local No. 224 of Inter-
national Association of Machinists and Aerospace Workers, grant a leave of
absence, extending not longer than fourteen (14) days, to the employee apply-
ing for such leave in order that he may, during that leave, engage in work
pertaining to the business of Local No. 224 of International Association of
Machinists and Aerospace Workers.

     Such a leave shall not be granted to more than one (1) employee at any
one time.  Such employee shall not be granted such a leave for more than an
aggregate of thirty(30) days in any one (1) calendar year.

     (b)  The Company shall grant (upon a minimum of sixty (60) days advance
prior written request of an employee and the President or Vice President of
International Association of Machinists and Aerospace Workers) a leave of
absence for a period not to exceed one (1) year in order that the employee
requesting such leave may, during the period of such leave, work as any
employee of International Association of Machinists and Aerospace Workers. 
Not more than one (1) employee shall be permitted to be absent from work at
any one time on any such leave.

Section 3.  Sickness or Accident.

     If an employee who has established seniority is out of service due to
occupational injury or occupational disease suffered or contracted while he is
in the employment of the Company, he shall retain his seniority accrued at the
date of his disability and continue to accrue seniority for a period of
twenty-four (24) months or length of previously-accrued seniority, whichever
is less, during the period of his disability as a result thereof.  If an
employee who has established seniority is out of service due to nonoccupation-
al injury or disease suffered while he was in the employment of the Company,
he shall retain his accrued seniority for a period of twenty-four (24) months
and will accrue seniority in the classification in which he was last regularly
employed for a period of one (1) year.

     Under either of the above conditions, if an employee should accept an
equal or better job elsewhere, his seniority shall be cancelled.

Section 4.  Notice to the Company.

     When an employee becomes aware of the fact that he is going to be absent
from work due to sickness, accident, or other emergency, he must notify his
supervisor as far in advance of his scheduled shift as he/she has knowledge of
such intended absence, but no less than one (1) hour before the time he is due
to report to work.  In the event the employee cannot contact his Supervisor,
it is permissible to contact any member of Management.

Section 5.  Military Reserve Training.

     (a)  Any regular employee (not probationary) may be granted a special
leave of absence for a period not to exceed fourteen (14) days, plus a reason-
able period to cover travel time, when required for the purpose of engaging in
a training program for Enlisted Reserve, Reserve Officers, or National Guard
Encampment, provided:

          1.   He furnishes the Company with a copy of orders from the
               military authorities calling him for duty; and

          2.   He gives advance notice to his immediate supervisor so that
               arrangements may be made for his replacement during the
               period of his leave.  

     (b)  Only one (1) leave of absence for Military Reserve Training shall
be granted to any employee during a calendar year.

                                ARTICLE XI
                                 VACATIONS

Section 1.

     Normal vacation accruals will be computed in accordance with the follow-
ing provisions:

     (a)  Two weeks (80 hours) - after having accrued one (1) year's Company
seniority;

     (b)  Three weeks (120 hours) - during the calendar year in which an
employee accrues six (6) year's plant seniority;

     In computing length of service for vacations, time spent working at the
El Dorado Plant will be used.

Section 2.

     Those employees who had previously accrued or who will accrue, during
the term of this Agreement, twelve (12) years or more Company seniority shall
be entitled to a vacation accrual of four weeks (160 hours).  Thereafter, and
for all other employees, the maximum vacation accrual shall be as provided in
Section 1.

Section 3.

     (a)  Normally, all vacations will begin with the first work day of the
work week schedule.

     (b)  Vacation pay shall be based upon the straight time rate of an
employee's regular classification at the beginning of the vacation and will be
taken in accordance with his established work schedule.  If a holiday, as
defined in Article VI, occurs during an employee's vacation period, the
employee will receive pay for said holiday as defined in Article VI.

     (c)  Each employee must take his vacation during the vacation year
(January 1-December 31) in which it falls due, subject to subsections (d) and
(i) below.

     (d)  If an employee is not permitted to take his vacation in any
calendar year in which it is due because the Company finds it not convenient
to excuse him from work, he shall be paid a sum equal to the sum to which he
would have been entitled for working at his regular job based on straight-time
pay at normal working schedule during the last part of that year equal to the
number of weeks' vacation to which he is entitled.

     (e)  Except with special permission of the Company, no employee shall
be permitted to begin a vacation in any year within three (3) months of the
date of the end of the vacation taken by him during the preceding calendar
year, and any employee who has received pay in lieu of vacation for one (1)
calendar year shall be entitled to his next annual vacation before March 1 of
the following year, if it is practical for the Company to give him a vacation.

     (f)  An employee who (a) resigns, (b) retires, (c) is laid off as part
of a reduction in forces, or (d) is granted a military leave under the provi-
sions of Article XII, at a time when he has earned vacation to that date but
has not taken, nor previously received pay in lieu of, shall be paid in lieu
of any vacation he has earned to that date but has not taken, nor previously
received pay in lieu of.

     Computation of vacation under this section will be earned at the rate of
one-twelfth (1/12th) for each month from employee's anniversary date.  Sixteen
(16) or more calendar days of employment in any calendar month will be consid-
ered a full month in computing vacation accruals.

     (g)  An employee will not be eligible for overtime or call-out during
the period beginning with the first day of his vacation and until his first
scheduled work day following completion of his vacation.

     (h)  In the event of the death of any employee who was then otherwise
eligible for a vacation but who had not taken it, a sum of money equal to pay
in lieu of such vacation shall be paid to the person(s) who shall be entitled
to the personal property of such decedent.

     (i)  No employee shall receive pay in lieu of vacation except as
provided in Article XI, Section 2(d).  However, when an employee is absent
from work due to authorized occupational injury or illness, or personal sick
leave, and has not returned to work by December 31, he may, at the Company's
option, be permitted to take his vacation or receive vacation pay between
January 1, and April 1 of the following year.

Section 4.

     The vacation schedule will be initiated January 2nd of each year for
those eligible for vacation in that year.  Employees shall choose their
vacation periods in order of their bargaining unit seniority.  The Company
will, insofar as operations permit, arrange by choice and by seniority the
employee's request in the vacation schedule.  An employee not submitting his
vacation preference within a reasonable time after being contacted will have
his vacation scheduled during the year at a time convenient to the plant
operations.

     Normally, a maximum of five (5) employees, (only one of the five (5) may
be assigned to the Electrical/Instrumentation Group) may be on vacation at the
same time.

                                ARTICLE XII
                              MILITARY LEAVE

Section 1.  Military Selective Service Act.

     The rights of employees of the Company who enter Military Service during
the term of this Agreement will be governed in all respects by the Military
Selection Service Act including amendments.

Section 2.  Pay in Lieu of Vacation.

     Each such employee who is entitled to a vacation under the vacation
policy of the Company at the time he leaves to enter the Armed Forces, who
elects not to take the vacation but to receive pay in lieu thereof, shall,
upon furnishing to the Company a certificate from his commanding officer
establishing the fact that he had been inducted into the military service, be
paid the amount of money he would have received had he taken his vacation just
prior to the beginning of his military leave.

                               ARTICLE XIII
                           PHYSICAL EXAMINATIONS

Section 1.  Periodical Examinations.

     The Company may, from time to time, require all employees to have
periodical physical examinations by a doctor selected by the Company.  Howev-
er, such examinations shall not be used for the purpose of discriminating
against an employee.  Each employee shall receive his regular rate of pay for
all time required to be examined as provided in this Section 1.

Section 2.  Certificate of Physical Fitness.

     In the case of an employee being absent from work due to illness or
physical impairment, he may be required to present a certificate of physical
fitness, signed by a licensed physician, before being readmitted to work. 
This rule, however, shall not limit the right of the Company to require
physical examination by a physician in the Company's service in exceptional
cases of constantly recurring absence from duty.

Section 3.  Dispute Resolution.

     Notwithstanding any of the provisions of Article VIII of this Agreement,
in case a dispute arises over the physical fitness of an employee to return to
work or continue to work, a board of three (3) physicians shall be selected;
one by the Company, one by the employee, and one selected by the two so named. 
The decisions of the majority of this board shall be final and binding.

                                ARTICLE XIV
                         MISCELLANEOUS AND GENERAL

Section 1.  Tool Check-in Time.

     Employees will be allowed fifteen (15) minutes time to clean and check
in their tools before quitting time, if such action is required by them.

Section 2.  Bulletin Board.

     The Company shall maintain at the plant entrance gate at the Chemical
Plant a bulletin board which shall be designated as "Local No. 224 Bulletin
Board" and shall be for the use of the Union for posting -- subject to the
approval of the Company -- of any matters of interest to or affecting the
business of the Union.  It is understood and agreed that the posting of
notices by the Union within the plant area will be on this bulletin board only
and will be posted by the Chairman of the Shop Committee or his recognized
representative.  This bulletin board will be locked with a key, released to
the Chairman of the Shop Committee and to the Company.

Section 3.  Discrimination.

     There shall be no discrimination by the Company against any employee
with respect to any conditions of employment on account of his membership in
this labor union, or on account of any activity undertaken in good faith in
his capacity as a representative of other employees.  The Union shall not
discriminate against any employee who is not a member of the Union.

     Where the male gender is used in this contract, it is intended to refer
to both male and female.  It is a continuing policy of the Company and the
Union that the provisions of this Agreement shall be applied to all employees
without regard to race, color, religion, sex, physical disability, national
origin, or age.

Section 4.  Wage Rate Changes.

     There shall be no change in the basic hourly wage rates set forth in
Exhibit "A" to this Agreement, or in the clothing allowance set forth in
Exhibit "B" to this Agreement, during the term of this Agreement.

Section 5.  Safety Provisions.

     The Company shall continue to make reasonable provisions for the safety
and the health of its employees at the plant during hours of their employment. 
Protective devices from injury shall be provided by the Company.  Employees,
subject to this Agreement, will abide by safe practice rules and regulations
of the Company, and failure to do so may be considered grounds for dismissal.

     No employee shall be required to perform services which, in the consid-
ered judgment of the Company and the Union, seriously endanger his physical
safety; his refusal to do such work shall not warrant or justify discharge. 
If any employee refused to perform such work, representatives of the Company
and the Union shall immediately attempt to decide the safety factor.  Should
they be unable to agree, the decision of a representative of the Safety
Department of the Company shall be obtained.  If the employee still feels an
unsafe condition exists, he will not be required to perform that given job,
and the Company will have the work done by any means it elects.

Section 6.  Discharges.

     It is agreed by and between the Company and the Union that the Company
may, without limitation upon its right to discharge an employee for any other
valid reason, discharge any employee, subject to this Agreement, for the
violation of any of the Company's rules or regulations, which said rules and
regulations heretofore have been approved by both the Company and the Union.

Section 7.  Recess Period (Smoking).

     Where men are required to work continuously in restricted and confined
areas where smoking is not permitted, the Foreman is authorized to grant a
recess of not longer than ten (10) minutes to employees upon request, provid-
ing in his judgment, work conditions permit; however, no employee shall be
granted more than two (2) such recesses in any one (1) normal work day.

Section 8.  Jury Duty.

     Each employee of the Company who is called for service upon any grand
jury, petit jury or coroner jury shall, after furnishing to his Foreman, a
certificate in evidence of his jury service, be paid by the Company for each
day which he serves upon said jury a sum equal to the difference between the
amount he would have earned if he had been required to work for the Company on
that day for the number of hours of his regular work schedule and the jury pay
he received, with the provision that no such payment shall be made to an
employee for jury service on any day during which, in accordance with his
regular work schedule, he would not have worked for the Company.

Section 9.  Termination Pay.

     An hourly employee whose work comes within the scope of the Fair Labor
Standards Act, and who has been continuously employed by the Company for one
(1) year, shall, if discharged through no fault of his own, receive a sum
equivalent to forty (40) hours' straight time pay at his regular rate, based
upon his normal schedule of work, and twice that amount if he has been em-
ployed by the Company for a period of five (5) years.  No employee shall
receive such termination pay more than once in any one (1) calendar year.

Section 10.  Contract Work.

     It is agreed that any classified work covering maintenance and repair of
equipment and machinery now being done by employees of the Company shall not
be contracted out as long as the Company has the necessary equipment and as
long as there are qualified men available to do the work.

Section 11.  Technical and Supervisory Employees.

     The Company may use technical and supervisory employees to install
temporary test equipment to be used in evaluating conditions and/or perfor-
mance of plant facilities.

Section 12.  Minor Maintenance.

     It is agreed that Operating Department personnel will perform minor
maintenance functions.  Minor maintenance functions shall be similar in scope
but not limited to the following examples:

     1.   Tightening loose mechanical connections.

     2.   Tightening leaking packing.

     3.   Changing instrument charts.

     4.   Tightening piping fittings to stop minor leaks.

     5.   Changing light bulbs.

     6.   Hooking up loading and unloading lines.

Section 13.  Minor Operating Functions.

     Maintenance personnel may perform minor operating functions when re-
quested by production supervision, but only when accompanied by a qualified
member of the operations group.  Typical example: Assisting in closing or
opening large block valves that are difficult for one person to handle.

                                ARTICLE XV
                           VALIDITY OF CONTRACT

     If any court shall hold any provision of this contract invalid, such
decision shall not invalidate the other provisions.

                                ARTICLE XVI
                                  NOTICE

     Any notice to the Company provided herein may be given by depositing
same in the U.S. Mail in a sealed envelope, registered, postage prepaid, and
addressed to:

          El Dorado Chemical Company
          P.O. Box 231
          El Dorado, Arkansas  71731
          Attention: Plant Manager

     Any notice to be given to the Union may be given by depositing same in
the U.S. Mail in a seal envelope, registered, postage prepaid, and addressed
to:

          Recording Secretary
          International Association of Machinists
          and Aerospace Workers, AFL-CIO,
          Local No. 224
          Box 1332
          El Dorado, Arkansas

     A copy of notices should be likewise mailed to:

          President, International Association of
            Machinists and Aerospace Workers
          AFL-CIO Machinists Building
          9000 Machinist Place
          Upper Marlboro, Maryland  20772-2687

                               ARTICLE XVII
                               FUNERAL LEAVE

     Any employee in the bargaining unit shall be allowed to be absent from
work to arrange for or attend the funeral of any one of the relatives of the
employee hereinafter stated:

     (a)  If the deceased relative was the husband, wife, child, father,
mother, brother, sister, grandfather, grandmother, or grandchild of the
employee, the employee shall be permitted to be absent from work for a period
not to exceed two (2) continuous days.  One of these days shall be the day of
the funeral.  The other day may be the day before the funeral or the day after
the funeral.  If either or both of these days are scheduled working days, he
shall be allowed pay for the day(s) off during his regular working schedule.

     (b)  If the deceased relative was the father-in-law, mother-in-law,
brother-in-law, sister-in-law, son-in-law, or daughter-in-law of the employee,
the employee shall be permitted to be absent from work with pay for the
purposes stated for one (1) scheduled working day if the funeral is held on a
scheduled working day.  Brother-in-law and sister-in-law will be interpreted
as (i) the spouse of an employee's brother or sister; (ii) the brother or
sister of an employee's spouse; or (iii) the spouse of an employee's spouse's
brother or sister.

     (c)  If, to attend the funeral for the deceased relative, the employee
travels to a point more than 100 miles from El Dorado, Arkansas, he shall be
allowed such leave for an additional day with pay.

     The pay for each day's leave which the employee receives under the
provisions of this Article shall be a sum equal to straight time for his
regular schedule of work on the day involved.  There shall be no duplication
of payment under provisions of this Article for any other employee benefits
such as vacation pay, holiday pay, or sickness benefits payments.

     Any request for such time off with pay based on false statements will
subject the employee making the request to immediate disciplinary action or
discharge.

                               ARTICLE XVIII
                              GROUP INSURANCE

     The Company agrees to provide group insurance benefits.  Employees
participating in these plans will be furnished a booklet explaining the
provisions of the agreements.

Section 1.  Group Insurance and Retirement.

     Effective with the date of this Agreement the Company and employees will
share the cost of employee and employee dependent group insurance coverage on
the following basis:

                                Company 75%
                               Employee 25%

     Effective with the date of this Agreement the Company agrees to pay the
cost of employee long-term disability insurance and basic life insurance.

     Dental insurance coverage will be made available as an option.  The
employee may elect to purchase the insurance by paying the premium each month,
or by increasing the deductible amounts of the current group medical plan.

     The Savings Incentive Plan for Employees, adopted effective December 1,
1985, shall be continued during the term of this Agreement.

                                ARTICLE XIX
                           NO STRIKE OR LOCKOUT

     There shall be no strike, sympathy strike, or lockout during the term of
this Agreement for any reason.

                                ARTICLE XX
                           SERVICE WITH COMPANY

     The Company shall honor previous service at the El Dorado Chemical
Company for purposes of seniority and vacation eligibility only.  Previous
service at the plant, or any predecessor of the Company, shall not be credited
for purposes of pension benefits.

                                ARTICLE XXI
                              RETIREMENT AGE

     The mandatory retirement age for employees shall be in accord with
federal law.

     The seniority of each employee whose services are terminated under the
provisions of this Article shall cease as of the date of such retirement.

     IN WITNESS HEREOF, this instrument is executed on the 5th day of August,
1995, to be effective as of August 5, 1995, at 12:01 a.m.

                              EL DORADO CHEMICAL COMPANY


                              By:_____________________________________
                                  R.L. Milliken, Plant Manager


                              INTERNATIONAL ASSOCIATION OF MACHINISTS
                              AND AEROSPACE WORKERS AFL-CIO, LOCAL NO.
                              224


                              By:______________________________________
                                  F.D. Haydon, Grand Lodge
                                 Representative


                              Members of the Shop Committee:

                              ________________________________________
                              Jim McKnight

                              ________________________________________
                              Todd Lambert

                              ________________________________________
                              Don Fletcher

                              ________________________________________
                              Wayne Husbands

                              ________________________________________
                              Alan Barker
                                EXHIBIT "A"

                          BASIC HOURLY WAGE RATE


Classification                8/5/95    8/5/96    8/5/97

*"A" Mechanic                 $15.79    $16.22    $16.71
*"B" Mechanic                 $15.09    $15.50    $15.97
*"C" Mechanic                 $14.73    $15.14    $15.59
*"D" Mechanic                 $11.06    $11.36    $11.70
*"E" Mechanic-New Hire            **        **        **
*(First 180 Days)
** Rate of pay determined by Company on basis of employees qualifications.

     The Company shall have the right to select and appoint employee(s) as
Lead.  In addition to the regular work of their classification, a Lead may be
assigned to train, assist, assign employees, carry out the instructions of
supervision, and to perform any other duties pertaining to the maintenance
department, which may be assigned by management.  The selection of Lead
personnel and the duration of their appointment is within the sole discretion
of management.  While so assigned, Lead(s) shall receive a premium of one
dollar ($1.00) above their regular hourly rate.



                                EXHIBIT "B"

                            CLOTHING ALLOWANCE


     In addition to the hourly rates set forth in Exhibit "A", there shall be
paid a clothing allowance of each hour worked, as indicated below:

                            Clothing Allowance
                                 Per Hour
                                   $.09

All Maintenance Personnel

     Effective August 5, 1995, through the term of this Agreement the cloth-
ing allowance will be sixteen cents ($.16) per hour worked by an employee.

                                EXHIBIT "C"
                                  Part 1

                    RECOGNIZED MAINTENANCE WORK GROUPS

Group I - Mechanical

     Includes work ordinarily done by:

                            Pipefitter, Plumber
                            Welder, Lead Burner
                            Heavy Duty Operator
                                  Rigger
                                 Machinist
                             General Mechanic
                            Tank Car Repairman
                                 Carpenter
                                  Painter
                    Mason, Insulator, Concrete Finisher


Group II - Electrical/Instrumentation

     Includes work ordinarily done by:

                                Electrician
                           Instrument Repairman


                                EXHIBIT "D"

                    EMPLOYEE DUES AUTHORIZATION LETTER


DATE:__________________________

TO:  EL DORADO CHEMICAL COMPANY
     El Dorado, Arkansas

     Until further notice, you are hereby requested and authorized to deduct
from wages due me, and payable on the first regular pay day of each month, the
sum equal to my monthly dues as set by Local 224, IAM & AW, AFL-CIO, for my
account on or before the end of the month during which deductions are made.

     "Contributions or gifts to Local Lodge 224, International Association of
Machinists and Aerospace Workers are not deductible as charitable contribu-
tions for federal income tax purposes.  However, they may be tax deductible
under other provisions of the Internal Revenue Code."

___________________________________________________________________
Employee



                      AMERICANS WITH DISABILITIES ACT
                          LETTER OF UNDERSTANDING

The Company and Union recognize the provisions of the American's with Disabil-
ities Act may impact the terms of this Agreement, and thus agree to discuss
each instance individually in order to reach a mutual understanding.

Dated this 5th day of August, 1995.


EL DORADO CHEMICAL COMPANY


By:_________________________________
   R.L. Milliken, Plant Manager


INTERNATIONAL ASSOCIATION OF MACHINISTS AND
AEROSPACE WORKERS AFL-CIO, LOCAL NO. 224


By:_________________________________
   F.D. Haydon, Grand Lodge
   Representative


Members of the Shop Committee:

____________________________________
Jim McKnight

____________________________________
Todd Lambert

____________________________________
Don Fletcher

____________________________________
Wayne Husbands

____________________________________
Alan Barker



                            SHIFT DIFFERENTIAL
                          LETTER OF UNDERSTANDING

Effective August 5, 1995, in addition to the foregoing hourly rates, employees
who are regularly assigned to a specific shift shall be paid a shift differen-
tial of forty cents ($.40) for each hour worked on the evening shift and
eighty cents ($.80) for each hour worked on the graveyard shift.  For payroll
purposes, employees who are regularly assigned to a three shift rotating
schedule shall receive shift pay averaged over all three shifts (forty cents
($.40) per hour).

NOTE:  Maintenance personnel who are not regularly assigned on a rotating
shift basis or to the evening or graveyard shift will receive shift differen-
tial in accordance with the August 3, 1989, Letter of Understanding (regarding
turnarounds and major maintenance projects).


EL DORADO CHEMICAL COMPANY


By:_________________________________
   R.L. Milliken, Plant Manager


INTERNATIONAL ASSOCIATION OF MACHINISTS AND
AEROSPACE WORKERS AFL-CIO, LOCAL NO. 224


By:_________________________________
   F.D. Haydon, Grand Lodge
   Representative

Members of the Shop Committee:

____________________________________
Jim McKnight

____________________________________
Todd Lambert

____________________________________
Don Fletcher

____________________________________
Wayne Husbands

____________________________________
Alan Barker




                                 AGREEMENT


                                  between


                        EL DORADO CHEMICAL COMPANY
                  CENTRAL CITY, KENTUCKY AREA WORK GROUP


                                    and


                      UNITED STEELWORKERS OF AMERICA
                                AFL-CIO-CLC





                        Effective November 1, 1995

                                  through

                             October 31, 1998
                                   INDEX


AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE I
RECOGNITION OF UNION . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II
PAYROLL DEDUCTION OF UNION DUES. . . . . . . . . . . . . . . . . . . . . .1

ARTICLE III
MANAGEMENT RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE IV
WAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE V
HOURS OF WORK AND OVERTIME . . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE VI
GRIEVANCE PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE VII
ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE VIII
SAFETY AND SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE IX
STRIKES AND LOCKOUTS . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE X
HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

ARTICLE XI
VACATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE XII
SENIORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE XIII
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8


ARTICLE XIV
DURATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

APPENDIX "A" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

APPENDIX "B" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

                             A G R E E M E N T


     This Agreement entered into the 1st day of November, 1995, by and
between the CENTRAL CITY, KENTUCKY AREA WORK GROUP, EL DORADO CHEMICAL COMPANY
(hereinafter referred to as the "Company"), and the UNITED STEELWORKERS OF
AMERICA, AFL-CIO-CLC (hereinafter referred to as the "Union").

                           W I T N E S S E T H :

     That in consideration of the mutual and reciprocal promises of the
parties hereto, the parties covenant and agree as follows:


                                 ARTICLE I
                           RECOGNITION OF UNION

     The Company recognizes the Union as the sole collective bargaining
agency with respect to rates of pay, wages, hours, and other conditions of
employment for all employees on the hourly payroll at its Central City Area
Work Group, but excluding all office, clerical, technical, and professional
employees, guards, and supervisors.


                                ARTICLE II
                      PAYROLL DEDUCTION OF UNION DUES

     SECTION 1.     The Company will deduct membership dues, including initia-
tion fees during the first month of membership in the Union and each month
thereafter from the last pay received each month for the current month's dues
of such members of the Union as individually certify to the Company in writing
that they authorize such Union dues deduction.  The deduction will continue
for one (1) year or for the term of the contract, whichever is less, unless
revoked by the terms of the check-off authorization.

     The dues and initiation fee shall be forwarded after the first payroll
period in each month to the International Treasurer, at the address which he
authorizes for this purpose.  Notification of a change in address for forward-
ing of dues and initiation fees must be received by registered mail one month
in advance of the change by the International Treasurer's office.

     SECTION 2.     The Union shall indemnify, defend, and save the Company
harmless against any and all claims, demands, suits, or other forms of liabil-
ity that shall arise out of or by reason of action taken by the Company under
Section 1, or upon a wage deduction authorization submitted under Section 2.


                                ARTICLE III
                             MANAGEMENT RIGHTS

     The Union expressly recognizes that the Company has the exclusive
responsibility for and authority over (whether or not the same was exercised
heretofore) the management, operation, and maintenance of its facilities and,
in furtherance thereof, has, subject to the terms of this Agreement, the right
to determine policy affecting the selection, hiring, and training of employ-
ees; to direct the work force and to schedule work; to institute and enforce
reasonable rules of conduct, to assure discipline, and efficient operation; to
determine that work is to be done, what is to be produced and by what means;
to determine the quality and quantity of workmanship; to determine the size
and composition of the work force; to determine the location of the business,
including the establishment of new locations or departments, divisions, or
subdivisions thereof; to arrange for work to be done by other companies or
other divisions of the Company; to alter, combine, or eliminate any classifi-
cation, operation, service, or department; to sell, merge, or discontinue the
business or any phase thereof; provided, however, in the exercise of these
prerogatives, none of the specific provisions of the Agreement shall be
abridged.

     The Company will not use the vehicle of subcontracting for the sole
purpose of laying off employees or reducing the number of hours available to
them.


                                ARTICLE IV
                                   WAGES

     SECTION 1.     Rates of Pay.

     A wage schedule setting for the rates of pay of the various classifica-
tions is attached hereto as Appendix "A".  The listing of classifications is
for purpose of establishing a pay rate and does not constitute a job descrip-
tion.

     SECTION 2.     Reporting Pay.

     An employee who reports for work at his regular starting time and who
has not been given at least four (4) hours previous notice not to report,
shall receive a minimum of four (4) hours' work, or four (4) hours' straight-
time pay in lieu thereof, unless the Company is prevented from giving such
notice by acts of God or other conditions beyond its control.  Contact or
attempted contact by telephone at the number listed by the employee with the
Company will be considered as notice as referred to above in this Section.

     SECTION 3.     Call-In Pay.

     When an employee is called in to work at any other time other than his
designated or scheduled shift, he will be given not less than four (4) hours'
work at one and one-half (1-1/2) his regular rate.  If such work does not
extend for four (4) hours, he, nevertheless, shall be paid four (4) hours at
one and one-half his regular rate.


                                 ARTICLE V
                        HOURS OF WORK AND OVERTIME

     SECTION 1.     For the purpose of computing pay for an employee, the work
week shall begin at 11:00 p.m. Sunday and end at 11:00 p.m. the following
Sunday.  The normal work day shall be eight (8) hours of work per day and a
designated thirty (30) minute unpaid lunch period.  The normal work week shall
be forty (40) hours per week during a five (5) day period.

     Nothing in this Article V shall be construed as a guarantee of work or a
limit of work.

     SECTION 2.     The normal work week shall be Monday through Friday, and the
normal working hours shall be scheduled by management.  It is understood that
the above-mentioned days and hours are normally scheduled days and hours, and
that the Company has the right to change the days and hours of work, subject
to the needs of the operation, recognizing that it is a service organization.

     For the purpose of entitlement to shift differential pay, shift sched-
ules are defined in Appendix "B".

     Recognizing that the Company is a service organization, employees shall
be paid the appropriate shift differential pay according to Appendix "B".

     SECTION 3.     One and one-half (1-1/2) times the regular rate will be paid
for:

          (a)  All work performed in excess of eight (8) hours in a work
     day, unless, pursuant to Sections 2 and 4, the work week or work days
     are for different periods of time or hours of work;

          (b)  All work performed in excess of forty (40) hours in a work
     week;

          (c)  Work performed on Saturday and Sunday.

It is provided however, that only the straight-time rate will be paid for
Saturday and Sunday work for:

          (a)  The number of hours an employee misses from his normal work
     week of Monday through Friday because of personal reasons; and

          (b)  For the hours worked by an employee who is normally sched-
     uled to work on Saturday and Sunday.

     SECTION 4.     It is understood that the above-mentioned days and hours are
the normal scheduled days and hours, and that the Company has the right to
change the days and hours of work.

     SECTION 5.     In no case will overtime be paid twice for the same hours
worked.

     SECTION 6.     No employee will be called off his regular shift for the
sole purpose of avoiding the payment of overtime.


                                ARTICLE VI
                            GRIEVANCE PROCEDURE

     SECTION 1.     Any employee may discuss with his or her supervisor any
complaint or other matter which he feels requires adjustment.  Should they
fail to reach a settlement, the complaint may be treated as a grievance,
provided the difference arises over the interpretation, application, or
compliance of any article or section of this Agreement.

                                  Step 1

     The aggrieved employee shall submit his grievance in writing to the
Services Manager or designated representative stating the article and/or
sections violated.  In order to be valid, the complaint shall be submitted
within five (5) days after occurrence of the basis of the grievance.  The
Services Manager or designated representative shall render his decision, in
writing, within ten (10) working days following presentation of the grievance.

                                  Step 2

     If the grievance is not settled by the Services Manager or designated
representative, the aggrieved employee and/or his steward, representative of
International Union, designated representative, or Grievance Committee, shall
submit the grievance to the Manager of Blasting Services or his designated
representative within ten (10) days after receiving the Services' Manager or
designated representative's answer.  The Manager of Blasting Services or his
designated representative shall have fifteen (15) days to submit his answer to
the grievance.


                                ARTICLE VII
                                ARBITRATION

     If the Manager of Blasting Services' or his designated representative's
answer does not satisfactorily settle the grievance and the aggrieved employee
desires to proceed to arbitration, he may do so provided he notifies the
Manager of Blasting Services or his designated representative within thirty
(30) days after receiving the Manager of Blasting Services or his designated
representative's reply to the grievance.

     In the event the Company and the Union are unable to agree on an arbi-
trator, they shall jointly request the Federal Mediation and Conciliation
Service to submit a panel of seven (7) arbitrators.  The Company shall strike
three (3), the Union shall strike three (3), with the remaining member to be
designated as the arbitrator.

     The arbitrator shall not have the power to add to, subtract from, or
modify any of the terms of this Agreement.

     The decision of the arbitrator shall be final and binding on both
parties.  Each party shall bear its own expenses in connection with such
arbitration, and the expenses of the arbitrator shall be borne equally by the
Company and the Union.

     Wage rates and classifications will not be the subject of arbitration.

     Unless it is mutually agreed otherwise, only one (1) grievance will be
arbitrated at the same hearing.


                               ARTICLE VIII
                            SAFETY AND SECURITY

     SECTION 1.     All employees are required to follow the Company safety
rules and working procedures and are to report or correct any unsafe acts or
conditions to his or her supervisor.

     Likewise, employees will participate in keeping the work place in a safe
condition by practicing good housekeeping methods.

     SECTION 2.     For safety and security reasons, all visitors to the job
site must be properly approved by the Services Manager.  All visitors will be
logged in and instructed concerning Company safety rules.

     SECTION 3.     The Company shall continue to make reasonable provisions for
the safety and the health of its employees during their hours of employment. 
Protective devices, including goggles, gloves, first-aid facilities, and other
articles necessary to properly safeguard the health of the employees and
protect them from injury shall be provided by the Company.  This does not
include shoes, uniforms, or safety and prescription glasses, which shall be
the obligation of the employee.  The Company will provide an annual protective
equipment allowance of One Hundred Thirty-Three and 00/100 Dollars ($133) each
contract year, effective the signing date of this Agreement.  Commencing with
the contract year 1996 and thereafter, the Company will provide the annual
protective equipment allowance on the anniversary date of each individual
employee and each employment date anniversary thereafter.


                                ARTICLE IX
                           STRIKES AND LOCKOUTS

     The Union agrees that there shall be no strike, sympathy strike, slow-
downs, or other interruption of work by any of its employees during the term
of this Agreement.

     The Company agrees that there shall be no lockouts during the term of
this Agreement.


                                 ARTICLE X
                                 HOLIDAYS

     The following days will be observed as holidays:

                              New Year's Day
                               Memorial Day
                             Independence Day
                                 Labor Day
                             Thanksgiving Day
                               Christmas Day
                            Employee's Birthday
                            Three optional days

     When a holiday falls on Saturday, the preceding Friday will be observed
as the holiday.

     When a holiday falls on Sunday, the following Monday will be observed as
the holiday.

     The three (3) optional holidays will be selected by the Company.  The
Company will provide the Employees with no less than thirty (30) days notice
in advance of the selected dates for the three (3) optional holidays.

     Each employee will be paid a holiday bonus equal to eight (8) hours of
straight-time pay on each holiday.  However, this payment will not be made if
he/she is:

          (a)  Scheduled to work on the holiday and fails to report to work
     without permission;

          (b)  On leave of absence;

          (c)  On lay off and not on payroll.

     If it is necessary to work on a holiday, an employee will be paid time
and one-half (1-1/2) for all hours worked in addition to his holiday bonus.

     Holiday time paid for but not worked shall be counted as time worked in
computing overtime over forty (40) hours in a work week.

     To be eligible for holiday pay, an employee must work the scheduled work
day before and the scheduled work day after the holiday, unless excused.


                                ARTICLE XI
                                 VACATIONS

     An employee must complete one (1) year of continuous active service
before becoming eligible for a vacation with pay or pay for any vacation
credit.  If hired on or before the 15th day of the month, it will be consid-
ered that the whole month was worked.  If hired after the 15th of the month,
it will not be considered as a month worked.

     Each employee shall receive a paid vacation each year in accordance with
the following rules:

          (a)  January 1 of each year is the official beginning of the
     vacation period for purposes of scheduling and taking vacation.

          (b)  The employee's date of hire will be used for purposes of
     calculating accrued vacation.

          (c)  Vacations may not be carried over from one year to the next.

          (d)  Those employees who have continuous length of service of one
     (1) through five (5) years shall receive a vacation with pay of two (2)
     weeks (80 hours).

          (e)  Those employees who have continuous length of service of six
     (6) years or more shall receive a vacation with pay of three (3) weeks
     (120 hours).

     It may be necessary to schedule vacations for all employees at the same
time to meet customer service schedules.  If so, employees will be notified as
soon as practicable to do so.

     All vacations must be scheduled with the Services Manager and are
subject to his approval.  It may be necessary to limit the number of employees
scheduling vacations at any one time to meet customer service schedules.


                                ARTICLE XII
                                 SENIORITY

     SECTION 1.     Seniority.

               The Company recognizes the principle of seniority.  Employ-
ees who have the greatest time of service in the employment of the Company
shall have preference in retention or regaining employment in case of any
curtailment or expansion of operations, subject to the individual qualifica-
tion of each employee.

     SECTION 2.     Employees shall be assigned, promoted, demoted, transferred,
laid off, and recalled in accordance with skill, ability, and fitness except
that where two or more employees have the same foregoing qualifications,
seniority shall be the determining factor.

     SECTION 3.     Probationary Period.

     New employees shall not be considered regular employees of the Company
until after a probationary period consisting of sixty (60) calendar days in
any consecutive 120-day period.  During such period, the Company shall have
the right to discharge such probationary employee for any reason, which
decision shall not be subject to the grievance and arbitration procedures. 
Employees retained after the probationary period acquire seniority status
dating from the first day of employment.

     SECTION 4.     Loss of Seniority.

     An employee shall lose his seniority and will be taken off the seniority
list if:

          (a)  He quits;

          (b)  He is discharged for cause; or

          (c)  He is on lay off for a period in excess of one (1) year.

     SECTION 5.     Reemployment After Lay Off.

     Each employee on lay off shall be notified by the Company of the first
opportunity for reemployment, such notice of recall to be given in writing by
registered mail, return receipt requested, to such employee's last known
address filed with the Company.  Any employee who fails to accept an offer for
reemployment within five (5) days after receipt of notice by registered mail
shall thereupon forfeit his seniority rights with respect to employment.

     The rights of an employee otherwise eligible for recall shall expire
after one (1) year or length of previously accrued service, whichever is less,
from the date of lay off.


                               ARTICLE XIII
                               MISCELLANEOUS

     SECTION 1.     Jury Duty.

     The Company will pay to an employee performing jury duty requiring
absence from his regularly scheduled work the difference between what would
have been the employee's regular straight-time rate of pay (maximum: eight (8)
hours per day) during such absence and the amount received by the employee for
such jury service.

     SECTION 2.     Funeral Leave.

     An employee having a death in his immediate family shall be given two
(2) scheduled work days off with pay at his regular straight-time hourly rate
to attend the funeral.  A third day at his regular straight-time rate will be
given when a distance of more than one hundred (100) miles is required to
attend the funeral.  Time paid for while on funeral leave shall count as time
worked for purposes of computing overtime.

     The "immediate family," as used herein, shall mean and include spouse,
children, parents, brothers, sisters, grandmother, grandfather, grandparents-
in-law, spouse's sisters and brothers, and parents-in-law of the employee.

     SECTION 3.     Legality.

     In the event that any provision of this Agreement shall, at any time, be
declared invalid by any court of competent jurisdiction, the decision shall
not invalidate the entire Agreement; it being the express intention of the
parties that al other provisions shall remain in full force and effect.

     SECTION 4.     Break Periods.

     Break periods will be of ten (10) minutes duration, twice per shift.  An
unpaid mealtime of thirty (30) minutes duration will be scheduled.

     SECTION 5.     Non-discrimination.

     The Company and the Union agree that there will be no discrimination in
hiring or advancement because of race, creed, color, sex, age, national
origin, or physical disability.

     SECTION 6.     Sickness Benefits.

     The Company agrees to provide group insurance benefits as submitted in
draft form to the Union's committee during negotiations.  Effective with the
date of the Agreement, the Company and the employees will share the cost of
employee and dependent group medical insurance on the following basis:

          Company will contribute an amount equal to seventy-five percent
     (75%) and each employee will contribute twenty-five percent (25%) of an
     amount to be determined as of each November 30, on the basis of employee
     and dependent group medical insurance utilization costs for the preced-
     ing fiscal year.

          Effective with the date of the Agreement, the Company will pay the
     entire premium cost of Long Term Disability and Life Insurance for
     employees.


                                ARTICLE XIV
                                 DURATION

     This Agreement shall become effective on the 1st day of November, 1995,
and shall remain in full force and effect to and including the 30th day of
October, 1998, and shall continue in full force and effect from year to year
thereafter unless either party to this Agreement desires to change or modify
any of the terms or provisions of the Agreement.  The party desiring the
change or modification must notify the other party to this Agreement in
writing, at the address given below, not less than sixty (60) days and not
more than seventy-five (75) days prior to any subsequent anniversary date
hereof.  Should either party to this Agreement serve such notice on the other
party, a joint conference of the Company and the Union shall commence not
later than thirty (30) days prior to the expiration date in the year in which
the notice is given.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives as of the day and year first
above written.


EL DORADO CHEMICAL, INC.           UNITED STEELWORKERS OF AMERICA
CENTRAL CITY, KENTUCKY AREA        AFL-CIO-CLC
WORK GROUP
c/o LSB Industries                      District 35
P.O. Box 754                            205 E. Reynolds Rd., Suite E
Oklahoma City, Oklahoma  73101               Lexington, Kentucky  40517


   By:    __________________________________      
_____________________________________
                                   George F. Becker, Int'l President

__________________________________      
_____________________________________
                                   Leo W. Gerard, Int'l Secretary-
                                   Treasurer
__________________________________
                                   
_____________________________________
                                   Richard H. Davis, Int'l V.P.
                                   (Administration)

                                   
______________________________________
                                   Leon Lynch, Int'l V.P.
                                   (Human Affairs)

                                   
______________________________________
                                   David Wilson, Director, Dist. 8

                                   
______________________________________
                                   Claude Hall, Sub Dist. Director

                                   
______________________________________
                                   Frank D. Pittman, Staff Rep.


                                   LOCAL UNION COMMITTEE:   

                                   
______________________________________

                                   
______________________________________

                                   
______________________________________

                               APPENDIX "A"


CLASSIFICATION                BASIC HOURLY WAGE RATE

                         EFFECTIVE      EFFECTIVE      EFFECTIVE
                         11/01/95       11/01/96       11/01/97    


Shift Leader             $11.00         $11.25         $11.50
Operator A               $10.75         $10.90         $11.00
Operator                 $10.37         $10.55         $10.75
Junior Operator          $ 8.30         $ 8.30         $ 8.30
Probationary Operator    $ 7.30         $ 7.30         $ 7.30

     Employees who successfully complete their probationary period as provid-
ed in Article XII shall then be classified as Junior Operator and paid the
rate of pay listed above for such classification.  Upon completion of one (1)
year of active service, such employee shall be considered for advancement to
higher paying classifications in accord with the provisions of Article XII,
Seniority, Sections 1 and 2.  The Company shall have the right to give credit
for previous experience or qualifications and to advance employees on that
basis.

Shift Leader:

     The Company may, in its sole discretion, designate an Operator as a
Shift Leader within the production group.  The determination to select or
retain an individual in this capacity and the qualifications therefore will be
made solely by the Company.

     In addition to the duties of the Operator, all individuals selected as
Shift Leaders will have the following duties:

     Responsible to convey instructions from management to a group of workers
     as set up by management.  Also works as part of the group; fills in and
     performs any job necessary to expedite work flow.  Works from general
     instructions of the supervisor to schedule or assign work to individual
     operators in accordance with their skills and responsibilities and to
     maintain quality and quantity standards.  Checks, reviews and expedites
     work flow.  Detects faulty operations or defective material and reports
     these and other operating conditions to management.  Instructs and
     trains new employees in proper work methods, quality, performance
     standards, safety regulations, etc.  Shift leaders will have no supervi-
     sory authority to hire, fire, promote, demote, discipline, or effective-
     ly recommend such action.  They will only have the authority to pass on
     orders issued by a supervisor.

                               APPENDIX "B"

     The first shift consists of an eight (8) hour work period during any
twenty-four (24) hour period, with starting times between 4:00 a.m. through
11:59 a.m.

     The second shift consists of an eight (8) hour work period during any
twenty-four (24) hour period, with starting times between 12:00 noon through
7:59 p.m.

     The third shift consists of an eight (8) hour work period during any
twenty-four (24) hour period, with starting times between 8:00 p.m. through
3:59 a.m.

     Those employees who are regularly assigned to the second shift schedule
shall receive, in addition to their regular hourly rate of pay, a differential
of fifteen cents ($.15) for each hour worked during each such eight (8) hour
shift.

     Those employees who are regularly assigned to the third shift schedule
shall receive, in addition to their regular hourly rate of pay, a differential
of thirty cents ($.30) for each hour worked during each such eight (8) hour
shift.

                      LIMITED PARTNERSHIP AGREEMENT         Exhibit 10.11


     This LIMITED PARTNERSHIP AGREEMENT is made and dated as of the _____
day of February, 1995, between ___________________, a _____________
corporation, as general partner, and LSB Holdings, Inc., an Oklahoma
corporation, as limited partner.

     WHEREAS, the parties hereto have determined that it is in their best
interests to own and operate a _____________________ program at
____________ in ________________, and

     WHEREAS, the parties have determined that it is desirable to form a
limited partnership under the laws of the State of ________________ for the
foregoing purposes;

     NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:

SECTION 1:  DEFINITIONS

     The capitalized terms used in this Agreement shall have the meanings
ascribed to them in this Section 1 (such meanings to be equally applicable
to both the singular and plural forms of the terms defined).  Except to the
extent expressly included in this Section 1, the definitions contained in
_____________ of the Act shall not apply to this Agreement.
     
     Act.__The _________________ Revised Limited Partnership Act,
________________, as amended from time to time.  Reference to any section
of the Act shall be deemed to refer to a similar provision in any amendment
to the Act.

     Affiliate.__Any person (a) who, directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common
control with, any specified Partner (the term "control" for these purposes
meaning the ability, whether by ownership of shares or other equity
interests, by contract or otherwise, to elect a majority of the directors
of a corporation, to select the managing or general partner of a
partnership, or otherwise to select, or have the power to remove and then
select, a majority of those persons exercising governing authority over an
entity, and, without limiting the generality of the foregoing, shall
conclusively be presumed in the case of ownership of fifty percent (50%) or
more of the equity interests of such entity), (b) who is an executive
officer, director, trustee or general partner of any Partner, or (c) who is
an officer, director, trustee or general partner of any person described in
clauses (a) or (b).

     Agreement.  This Limited Partnership Agreement, including any
amendments.

     "Army" shall mean the United States Department of the Army.

     "Army Novation" shall mean the Novation in the form of Exhibit A to
the Loan Agreement.

     Assignee.  A Person who has acquired from a Partner a beneficial
interest in the Partnership's Profits, Losses and distributions, but who is
not a substituted Partner.
     
     Bankruptcy.  With respect to the Partnership or a Partner therein: 
(a) an adjudication that it is bankrupt or insolvent, or the entry of an
order for relief under the Federal Bankruptcy Code or any other applicable
bankruptcy or insolvency statute or law, (b) its inability to pay its debts
generally as they mature (after giving effect to applicable grace periods),
(c) the making by it of an assignment for the benefit of creditors or the
dissolution and winding up of its affairs, (d) the filing by it of a
petition in bankruptcy or a petition for relief under any section of the
Federal Bankruptcy Code or any other applicable bankruptcy or insolvency
statute or law or any answer or other pleading admitting or failing to deny
the allegations of any such petition, (e) the filing against it of any such
petition (unless such petition is dismissed within 90 days from the date of
filing thereof), (f) its seeking, consenting to or acquiescence in the
appointment of a trustee, conservator, receiver or liquidator for it or for
all or any substantial part of its assets, (g) the appointment without its
consent or acquiescence of a trustee, conservator, receiver or liquidator
for it or for all or any substantial part of its assets (unless such
appointment is vacated or stayed within 90 days from its effective date),
or (h) with respect to a Partner, the acquisition by a creditor of such
Partner, or by any other Person acting on behalf of such creditor, of any
rights with respect to such Partner's interest in the Partnership or to
Profits (other than by the voluntary grant of such rights by the Partner),
if such acquisition shall continue for a period of 90 days.

     Business Day.  Any day other than a Saturday, Sunday or other day on
which banks in _________________ are authorized to close.

     Capital Account.  The account maintained by the Partnership for each
Partner as provided in Section 4.2.

     Cash From Refinancing.  The net cash the Partnership realizes from
the refinancing of all or a portion of the Partnership Property after (i)
retirement of debt secured by the Partnership Property or the portion
thereof refinanced, (ii) payment of all Partnership Expenses related to
such refinancing transaction, (iii) application of the refinancing proceeds
for the uses for which they were procured, and (iv) deduction of amounts
for Reserves related to such refinancing transaction.

     Cash From Sales.  The net cash the Partnership realizes from the sale
or other disposition of Partnership Property, or from insurance proceeds
paid for damage to or destruction of Partnership Property, or due to any
award paid on account of a taking of Partnership Property by eminent
domain, after (i) retirement of debt secured by the Partnership Property or
the portion thereof sold, damaged or taken; (ii) payment of all Partnership
Expenses related to such transaction or event, including the cost of any
repairs or reconstruction; and (iii) deduction of amounts for Reserves
related to such transaction or event.

     Certificate and "Certificate Register.  Certificate and Certificate
Registered as defined in Sections 10.1.4 and 10.1.5, respectively.

     Code.  The United States Internal Revenue Code of 1986, as amended.

     Consent.  The written consent of a Person.  Used as a verb, "Consent"
shall have a correlative meaning.
     
     Contribution.  Money and the Net Book Value (as defined in Exhibit A)
of any property contributed as capital to the Partnership by a Partner in
its capacity as a Partner.

     Depositary Agreement.  The Depositary Agreement as defined in the
Loan Agreement.

     Distribution Period.  Quarterly on the dates provided for withdrawals
from the Revenues Account, as defined in the Depositary Agreement, under
Subsection 4.7(c) of the Depositary Agreement.

     Delivery Date.  The date on which the Facility is acquired by the
Partnership.

     Excess Cash.  Gross Revenues less (a) the aggregate amount of all
disbursements the Partnership makes for Partnership Expenses and (b)
amounts set aside for Reserves.

     Facility.                                                             
                                                                        .
     GAAP.  Generally accepted accounting principles in effect from time
to time in the United States, consistently applied.

     General Partner.  _______________, a ______________ corporation
qualified to do business in ______________, in its capacity as General
Partner of the Partnership, or its successors or permitted assigns.

     Gross Revenues.  The sum of all cash receipts of the Partnership from
any source other than (a) Contributions, (b) Cash From Sales, (c) Cash From
Refinancing and (d) proceeds of any other loan to the Partnership.

     Indebtedness.  All items that in accordance with GAAP would be
included in determining total liabilities as shown on the liability side of
a balance sheet as of the date as of which indebtedness is to be
determined, including, without limitation, (a) monetary obligations under
leases, (b) indebtedness secured by any mortgage, pledge, lien or other
security interest or encumbrance existing on property owned subject to such
mortgage, pledge, lien or other security interest or encumbrance, even
though the indebtedness secured thereby shall not have been assumed, (c)
all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by the obligor,
even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of
such property and (d) guarantees of obligations that themselves would
constitute "Indebtedness" but for the fact that they are obligations of
another Person.

     Interest.  An ownership interest in the Partnership held by a Limited
Partner or successor thereto including any and all benefits to which the
holder of such an Interest may be entitled as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement.

     Lender.  The Lender as defined in the Loan Agreement and its
successors and assigns.

     Limited Partner.  LSB Holdings, Inc., an Oklahoma corporation, or any
Person who has been admitted to the Partnership as a Substitute Limited
Partner or additional Limited Partner in accordance with Section 10.  Any
General Partner who is separately designated as a Limited Partner shall
have the rights and powers and be subject to the restrictions and
liabilities of both a General Partner and a Limited Partner to the extent
of its participation in the Partnership as each.

     Loan Agreement.  That certain Note Purchase Agreement of even date
herewith entered into by and among the General Partner, the Partnership and
Prudential Insurance Company of America, a New Jersey mutual insurance
company.

     Loan Note(s).  The promissory note(s) executed and delivered by the
Partnership pursuant to the Loan Agreement.

     Majority Vote.  The affirmative vote or Consent of Partners
collectively holding 75 percent or more of the Percentage Interests held by
all of the Partners.
     
     Partner.  The General Partner or any Limited Partner.

     Partner Funded Minimum Gain.  "Partner Funded Minimum Gain" means the
sum of each Partner's "share of the minimum gain attributable to a partner
non-recourse debt" as those quoted terms are used in Treasury Regulations
Section 1.704-IT(b)(4)(iv)(h)(5).

     Partnership.              Limited Partnership, as such partnership
may from time to time be constituted.
     
     Partnership Accountants.  As defined in Section 9.7.

     Partnership Expenses.  All costs and expenses of every kind and
character the Partnership incurs in connection with the Partnership's
management, business affairs and operations, including, without limitation,
(a) capital expenditures (but only to the extent financed out of Gross
Revenues), (b) debt service on Partnership Indebtedness, (c) fees of
independent public accountants, attorneys and other Persons engaged by the
General Partner to perform work on behalf of the Partnership pursuant to
the authority granted in Section 7.1(d) (including, without limitation,
fees of the _____________________________________________________ and (d)
start-up expenses (including, without limitation, fees and expenses of
counsel to the Partners incurred in connection with the organization of the
Partnership) but only to the extent paid out of Gross Revenues or advances
made by the General Partner which have not been reimbursed.  Partnership
Expenses shall not include (x) any salaries, compensation and fringe
benefits of directors, officers and employees of the General Partner; (y)
overhead of the General Partner, including rent and general office
expenses; or (z) expenses incurred by the Operator pursuant to the
______________________________________ to the extent such expenses are not
expressly stated therein to be the responsibility of the Partnership.

     Partnership Minimum Gain.  The amount determined, in accordance with
the Treasury Regulations promulgated under Section 704 from time to time
and subject to any modification or elaboration therein, by (i) computing,
with respect to each nonrecourse liability of the Partnership, the amount
of gain that would be realized by the Partnership if, in a taxable
transaction, it disposed of Partnership Property subject to such liability
in full satisfaction thereof (and for no other consideration) and (ii) then
aggregating the amounts so computed.

     Partnership Property.  The Partnership's right, title and interest in
(a) the Facility and (b) any other real or personal property, whether
tangible or intangible, other than cash.

     Percentage Interest.  The amount (expressed as a percentage) which
shall be utilized to measure certain aspects of a Partner's interest in the
Partnership.  The Partners' initial respective Percentage Interests are: 
______________________, fifty percent (50%); and LSB Holdings, Inc., fifty
percent (50%).  Thereafter, the Partners' respective Percentage Interests
are subject to change from time to time as a result of transfers pursuant
to Section 10 hereof and as provided in Section 4.2 hereof.

     Person.  Any individual, firm, partnership, trust estate,
association, corporation or other entity.
     
     Profits and Losses.  For each fiscal year or other period an amount
equal to the Partnership's income or loss, or any items of income or loss,
determined in accordance with the accounting method and principles used by
the Partnership in maintaining its books and records, including those
described in Exhibit A attached hereto, provided that the determination
shall include any adjustments or other items the Tax Matters Partner in its
good faith judgment considers necessary or appropriate to assure compliance
with the rules set forth in Treasury Regulations Section 1.704-1(b).

     Prudent Electrical Practices.  At a particular time, those practices,
methods, equipment and acts then commonly used in prudent electrical
engineering and operations to design, operate and maintain electric
equipment of the type and nature in the Facility lawfully and with safety,
dependability, efficiency and economy.

     Reserves.  The amount of cash the General Partner from time to time
reasonably determines in good faith to be necessary or advisable as
reserves for: (a) repayment of Partnership Indebtedness authorized pursuant
to this Agreement: (b) payment of taxes, insurance premiums, professional
fees and fees payable under the
_____________________________________________; and (c) other contingencies
related to the Partnership's business; provided, however, that in no event
shall the General Partner include in Reserves (i) any amount pursuant to
the foregoing clause (c) in excess of $_____________; or (ii) any amount
with respect to any payment that is the responsibility of any Person other
than the Partnership.

     Securities Act.  The Securities Act of 1933, as amended.

     Security.  A "security" within the meaning of Section 2(1) of the
Securities Act.

     Substitute Limited Partner.  A Person who has become a Substitute
Limited Partner pursuant to Section 10.5.

     Tax Book Value.  The value of an asset determined in accordance with
the rules described in Exhibit A attached hereto.

     Tax Matters Partner.  As defined in Section 7.4.

     Terminating Event.
     
     (a) For an individual Partner:  Bankruptcy; death; any disabling
mental or physical condition which continues for an uninterrupted period of
more than six months; entry of an order adjudicating the Partner
incompetent by a court of competent jurisdiction; appointment of a
conservator; or execution of a certificate diagnosing the Partner's
incompetency by a physician licensed to practice medicine in the state of
the Partner's residence.

     (b) For a Partner that is an entity:  Bankruptcy; filing of a
certificate of dissolution or its equivalent for any corporation;
dissolution of a partnership; termination of a trust; distribution of an
estate's entire Partnership interest; or the dissolution or termination of
any other entity that is a Partner, whether voluntary or involuntary;
provided, however that neither (i) the consolidation or merger of a Partner
with or into any other Person nor (ii) the sale, conveyance or transfer of
all or substantially all of a Partner's assets to any Person, shall be a
Terminating Event if either (x) the Partner is the surviving corporation,
or (y) provided the conditions set forth in Section 10 with respect to the
Transfer effected thereby have otherwise been met, the corporation formed
by such consolidation or into which the Partner is merged or the Person
which so acquires all or substantially all of such Partner's assets is an
entity organized under the laws of the United States, any state thereof or
the District of Columbia, assumes in writing or by operation of law the
timely performance of every covenant of this Agreement on the part of such
Partner to be performed or observed.

     (c) For the General Partner, in addition to the foregoing, as
applicable:  withdrawal from the Partnership; removal of the General
Partner from the Partnership pursuant to this Agreement.

     Transaction Documents.  Transaction Documents shall have the meaning
ascribed thereto in the Loan Agreement.

     Transfer.  Any sale, exchange, assignment, encumbrance,
hypothecation, pledge, foreclosure, conveyance in trust, gift or other
transfer of any kind, whether direct or indirect, other than as a direct
consequence of a Terminating Event.  Used as a verb, "transfer" shall mean
to effectuate a Transfer.

     Voting Stock.  Securities, the holders of which are ordinarily, in
the absence of contingencies, entitled to elect the corporate directors (or
Persons performing a similar function).

SECTION 2:  FORMATION
     
     2.1    Statutory Authority and Documents.  The parties hereto have
agreed to and by these presents and upon filing of a certificate of limited
partnership do form the Partnership as a limited partnership under and
pursuant to the Act.

           The General Partner hereto has executed and filed with the
Secretary of State of the State of ________________ an LP-1 form and such
other forms as are required to constitute the Partnership as a limited
partnership under the Act.  The parties hereto shall execute such other
documents and shall perform such other filings and recordings and such
other acts conforming hereto as shall constitute compliance with all
requirements for the organization and/or continuing of a limited
partnership under the laws of the State of ________________ and such other
states or political subdivisions in which the Partnership elects to do
business.

     2.2   Term.  The Partnership will commence on February 2, 1995. 
Unless sooner dissolved in accordance with the terms of this Agreement, the
Partnership shall continue in existence until February 20, 2025, upon which
date it shall be dissolved.

     2.3   Name.  The name of the Partnership shall be "________________
Limited Partnership."
     
     2.4   Purpose.  The purpose of the Partnership shall be to
construct, own, hold, operate, manage, lease or sell the Facility and other
Partnership Property incidental thereto, to maximize revenues from the
Facility to the extent consistent with Prudent Electrical Practices and to
undertake any and all other acts and things reasonably necessary, proper,
convenient or advisable to effectuate and carry out such purpose.
     
     2.5   Principal Office: Agent For Service of Process.  The street
address of the Partnership's principal executive office shall be
____________________________________________________, or such other address
as the General Partner may designate from time to time by an appropriate
certificate filed in the office of the __________________ Secretary of
State.
     
     2.6   Fiscal Year: Accounting Method.  The Partnership's fiscal year
shall be January 1 through December 31.  The Partnership's books and
records shall be maintained on an accrual basis in accordance with (a) GAAP
except as otherwise agreed by the Partners, (b) tax accounting methods,
unless otherwise required by law, and (c) the Treasury Regulations under
Section 704(b) of the Code.
     
SECTION 3:  CERTIFICATES
     
     3.1   Certificate of Limited Partnership.  The General Partner has
caused to be executed and filed in the office of the ________________
Secretary of State  an LP-1 form in accordance with the Act.

     3.2   Certificates of Amendment.  The General Partner shall timely
prepare, sign, acknowledge and file in the office of the _________________
Secretary of State any certificate of amendment the Act requires, and shall
promptly deliver a copy of the certificate of amendment to each Limited
Partner.  If the General Partner fails to sign or file any certificate of
amendment that the Act requires within five Business Days after a Limited
Partner has requested in writing that it be filed, a Limited Partner may
cause the certificate to be prepared, signed, acknowledged and filed.

     3.3   Certificates of Dissolution and Cancellation.  The General
Partner shall timely prepare, sign, acknowledge and file in the office of
the _______________ Secretary of State any certificates of dissolution,
continuation and cancellation the Act requires, unless the dissolution is
caused by an event described in Section 11.l(c), in which case the Limited
Partners winding up the affairs of the Partnership under the Act shall
prepare, sign, acknowledge and file the required certificates.

     3.4   Other Certificates.  The General Partner shall timely prepare,
sign, acknowledge, verify, publish, file or record, as may be necessary or
appropriate, any notices, certificates, statements or instruments required: 
(a) to comply with all laws that apply to the Partnership or the conduct of
its business; (b) to perfect the Partnership's formation and maintain its
existence; (c) to enable the Partnership to hold Partnership Property in
the Partnership's name; or (d) to create presumptions in favor of bona fide
lenders or encumbrancers for value of Partnership Property.

SECTION 4:  CAPITAL
     
     4.1   Requisite Contributions.  Subject to satisfactory completion
of all required documentation, the General Partner will contribute to the
Partnership one hundred percent (100%) ownership of the Facility, any
contracts, goods, equipment, assets, property and rights associated with
the Facility, and _______________________________ Dollars ($_____________)
and the Limited Partner will contribute to the Partnership
________________________________ Dollars ($_____________).  In no event
shall any Partner be obligated to make contributions to the Partnership in
excess of the amounts set forth in the previous sentence.  The Limited
Partner shall make its Contribution by depositing the same with the
Depositary (as defined in the Loan Agreement) on or before the date of
satisfaction of all other conditions to the Initial Advance (as defined in
the Loan Agreement) as provided in Section 4.1 of the Loan Agreement and
upon the satisfaction of all other conditions to the initial draw as
provided in Section 4.1 of the Loan Agreement.  The General Partner shall
make its monetary Contribution by depositing with the Depositary one or
more installments aggregating the total amount of its Contribution on or
before the earlier of the Conversion Date (as defined in the Loan
Agreement) or one year from the date of funding of the Initial Advance. 
Said Contribution may be made from funds available in the Revenues Account
(as defined in the Depositary Agreement) in accordance with and subject to
the terms and conditions of the Depositary Agreement and the Loan
Agreement.  Those portions of the General Partner's contributions made from
funds available in the Revenues Account which would otherwise be
distributed to this Partnership and then to the Limited Partners shall be
repaid to Limited Partner from the General Partner's first distributions
under this Agreement.  The General Partner's non-monetary Contribution
shall be made by assignment thereof from General Partner and by General
Partner causing an assignment thereof from _________________ directly to
the Partnership.

     4.2   Capital Accounts.  A Capital Account shall be maintained for
each Partner in accordance with Treasury Regulations Section 1.704-1(b), as
modified and supplemented by Treasury Regulations Section 1.704-IT(b) or
any successor provision, and, to the extent consistent therewith, the rules
set forth in Exhibit A.

     4.3   No Interest on Capital.  The Partnership shall not pay to any
Partner interest upon any Contribution or upon undistributed or reinvested
Profits.
     
     4.4   Capital Withdrawals and Returns.  Except as otherwise provided
in this Agreement: (a) no Partner shall have the right to withdraw or
reduce its Contributions to the capital of the Partnership; and (b) no
Partner shall have the right to demand or receive property, other than
cash, in return for its Contribution or have priority over another Partner,
either as to the return of Contribution of capital or as to Profits, Losses
or distributions.
     
     4.5   Waiver of Partition.  The Partners hereby waive and forfeit
all rights arising out of statute or by operation of law to seek, bring or
maintain in any court an action for partition pertaining to any Partnership
Property.
     
     4.6   No Third Party Rights.  The obligations or rights of the
Partnership or of Partners to make or require any contribution under this
Section 4 shall not grant any rights to or confer any benefits upon any
Person who is not a Partner.
     
     4.7   Additional Capital Contributions and Loans.  No Partner shall
have the right to make voluntary contributions of capital or loans to the
Partnership other than advances by the General Partner to meet Partnership
Expenses incurred by the Partnership in the conduct of its ordinary course
of business; provided, however, that nothing in this Section 4.7 shall
require the General Partner to make any such advances.  No Partner shall
have the obligation to make mandatory contributions of capital other than
the contributions required by Section 4.1 above.

SECTION 5:  PROFITS AND LOSSES
     
     5.1   Allocations of Profits and Losses.

           (a)   The Profits and Losses shall be allocated among the
Partners according to their respective Percentage Interests.
     
           (b)   Profits and Losses shall be determined and specific
items of income, gain, loss or credit shall in all events be allocated in
the manner necessary to assure compliance with Treasury Regulations Section
1.704-1(b) or any successor provision and, to the extent consistent
therewith, pursuant to the allocation rules described in Exhibit A and the
other provisions of this Section 5.

     5.2   Special Allocations.

           (a)   Notwithstanding anything to the contrary herein and
except as provided in Section 5.2(b) hereof, if any Partner unexpectedly
receives any adjustment, allocation or distribution described in
subparagraphs (4), (5) and (6) of Treasury Regulations Section
1.704-l(b)(2)(ii)(d), items of Partnership gross income and gain
(consisting of a pro rata portion of each item of Partnership income,
including gross income, and gain) shall be specially allocated to that
Partner in an amount and manner sufficient to eliminate a deficit balance
in that Partner's Capital Account as quickly as possible.  This provision
is intended to constitute a "qualified income offset" within the meaning of
Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations and shall be
interpreted as such.

           (b)   If in any fiscal year of the Partnership, there is a
net decrease in Partnership Minimum Gain, items of Partnership gross income
and gain shall be allocated to the Partners in accordance with Section
1.704-l(b)(4)(iv)(e) of the Temporary Treasury Regulations.  This provision
is intended to constitute a "minimum gain chargeback" within the meaning of
Section 1.704-IT(b)(4)(iv)(e) of the Temporary Treasury Regulations and
shall be interpreted as such.

           (c)   Notwithstanding any provision hereof to the contrary,
any item (or any portion of any such item) of Partnership loss, deduction
or expenditure described in Section 705(a)(2)(B) of the Code for any fiscal
year attributable to "partner nonrecourse debt" shall be allocated to the
Partner or Partners that bears or bear the economic risk of loss for such
debt, in accordance with Treasury Regulation Section
1.704-IT(b)(4)(iv)(h)(2).  If in any fiscal year of the Partnership, there
is a net decrease in Partner Funded Minimum Gain, items of Partnership
gross, income and gain shall be allocated to Partners in accordance with
Section 1.704-IT(b)(4)(iv)(h)(4) of the Temporary Treasury Regulations.

           (d)   The allocations set forth in this Section 5.2 hereof
(the "Regulatory Allocations") are intended to comply with certain
requirements of Sections 1.704-1(b) and 1.704-IT(b) of the Treasury
Regulations.  The Partners acknowledge and agree that the Regulatory
Allocations may not be consistent with the manner in which the Partners
intend to divide the Partnership distributions.  Accordingly, the General
Partner is hereby authorized and directed to divide other allocations of
Profit and Loss among the Partners in any reasonable manner (not
inconsistent with Section 704(b) of the Code or the Treasury Regulations
promulgated thereunder) so as to prevent the Regulatory Allocations from
distorting the manner in which the Partnership distributions would
otherwise be divided among the Partners pursuant to Section 5 hereof and
upon dissolution.  In general, the Partners anticipate that this will be
accomplished by specially allocating other items of Profit and Loss among
the Partners so that, after offsetting special allocations are made, the
amount of each Partner's Capital Account balance shall equal the Capital
Account balance such Partner would have had if the Regulatory Allocations
were not a part of this Agreement and all Partnership items had been
allocated to the Partners solely pursuant to Section 5.1 hereof.  

     5.3   Other Allocation Rules.

           (a)   Generally, all Profits and Losses allocated to the
Partners shall be allocated among them as provided in Section 5.1.  If
additional Limited Partners are admitted to the Partnership on different
dates during any fiscal year, Partners withdraw from the Partnership during
any fiscal year or the interests of any Partner in Profits or Losses
changes during any fiscal year, the Profits or Losses allocated to the
Limited Partners for such fiscal year shall be allocated among them in
proportion to the Percentage interests each holds from time to time in
accordance with Section 706 of the Code, using any convention permitted by
law and selected by the Tax Matters Partner.

           (b)   Except as otherwise provided in this Agreement, all
items of Partnership income, gain, loss, deduction, and any other
allocations not otherwise provided for shall be allocated among the
Partners in the same proportions as they share Profits or Losses, as the
case may be, for the subject period.

     5.4   Tax Allocations.  In accordance with Code Section 704(c) and
the Treasury Regulations thereunder, income, gain, loss, and deductions
with respect to any property contributed to the capital of the Partnership
shall, solely for tax purposes, be allocated among the Partners so as to
take account of any variation between the adjusted basis of the property to
the Partnership for federal income tax purposes and its Tax Book Value at
the time it is contributed.  If the Tax Book Value of any Partnership
Property is adjusted, subsequent allocations of income, gain, loss, and
deduction with respect to that property shall take into account any
variation between its adjusted basis for federal income tax purposes and
its Tax Book Value in the same manner as under Code Section 704(c) and the
Treasury Regulations thereunder.  Any elections or other decisions relating
to these allocations shall be made by the Tax Matters Partner in a manner
that reflects the purpose and intention of this Agreement.  These
allocations are solely for purposes of federal, state and local taxes and
shall not affect, or in any way be taken into account in computing, any
Capital Account or share of Profits, Losses, other items, or distributions
pursuant to any provision of this Agreement.  Nothing herein shall be
construed to permit any Partner to make any contribution to the capital of
the Partnership of property other than money or to make any voluntary
contribution inconsistent with Section 4.7.

SECTION 6: DISTRIBUTIONS

     6.1   Distribution of Excess Cash.  The General Partner shall cause
the Partnership to make distributions of Excess Cash (and any reserves that
may have been set aside and are subsequently deemed available for
distribution by the General Partner) to the Partners in accordance with the
allocation of profits and losses pursuant to Section 5.1(a).

     6.2   Cash From Sales; Cash From Refinancing.  Subject to any
obligations of the Partnership to third parties, the Partnership shall
distribute Cash From Sales and Cash From Refinancing to the Partners within
60 days of receipt in the same manner and order as specified in Section
6.1.

     6.3   Effect of Distribution.  Notwithstanding anything to the
contrary contained in this Section 6, the Partnership shall not make any
distribution if any Partner at the time of such distribution would be
required to return the distribution to the Partnership pursuant to the Act. 
Any Partner who receives a distribution in violation of this Section 6.3
shall promptly return the distribution to the Partnership.

     6.4   Form of Distribution.  No Partner shall have any right to
receive any Partnership Property other than cash upon a distribution,
except as specifically provided in this Agreement.  A Partner shall not be
compelled to accept a distribution of Partnership Property other than cash
in lieu of a proportionate distribution of cash being made to other
Partners.

SECTION 7:  MANAGEMENT

     7.1   Control in General Partner.  The General Partner shall have
exclusive management and control of the Partnership's business and, subject
to Sections 7.2 and 8.1, shall have all of the rights, powers and authority
generally conferred by law or necessary, advisable or consistent with
accomplishing the Partnership's purpose as set forth in Section 2.4. 
Without limiting the generality of the foregoing, the General Partner shall
have the right, to the extent in furtherance of the purposes of the
Partnership as set forth in Section 2.4 and subject to Sections 7.2 and 8.1
and the applicable voting rights of Limited Partners specified elsewhere in
this Agreement:

           (a)   to acquire, hold, sell, lease, exchange or convey real
and personal property or any interest therein on the Partnership's behalf,
upon such terms as it deems advisable;

           (b)   to borrow money on the Partnership's behalf, to
mortgage or otherwise encumber Partnership Property, upon such terms as it
may deem necessary or advisable; provided, however, that a creditor must
not have or acquire, at any time as a result of making a loan, any direct
or indirect interest in the profit, capital or property of the Partnership
other than a security interest in Partnership Property, except to the
extent required or permitted by the Loan Agreement and the Transaction
Documents (as defined in the Loan Agreement);

           (c)   to prepay in whole or in part, refinance, increase,
modify or extend any agreement, the Loan Agreements, Loan Note(s),
Transaction Documents, lease, mortgage, deed of trust or other obligation
affecting Partnership Property;

           (d)   subject to Sections 8.1(b) (vii) and (viii), to
delegate duties to and employ from time to time, any Persons (including the
General Partner and Subsidiaries or Affiliates of the General Partner and
shareholders, directors, officers, employees or agents of any thereof)
necessary or advisable for the management and operation of the
Partnership's business, including the Operator under the
______________________________________________ and also including property
managers, on-site personnel, insurance brokers, leasing agents, real estate
brokers and loan brokers, appraisers, consultants, accountants, attorneys,
architects and engineers, on terms and for compensation as are reasonable
and customary for similar services;

           (e)   to pay all Partnership Expenses; and

           (f)   to negotiate, enter into and execute the Loan
Agreement, the Transaction Documents, Loan Note(s), deeds, deeds of trust,
contracts, leases, joint venture or partnership agreements, assignments and
other instruments and to take any other actions necessary or desirable on
the Partnership's behalf in connection with any of the rights of the
General Partner set forth in this Section 7.1.

     7.2   Limitations on General Partner's Authority.  Without the
Consent of all Partners, the General Partner shall not have authority to:

           (a)   do any act in contravention of this Agreement
(including, without limitation, do any act referred to in Section 8.1
without the Consent of the Limited Partners specified in Section 8.1);

           (b)   possess Partnership Property or assign rights in
Partnership Property other than for the Partnership's purposes;

           (c)   borrow from the Partnership;

           (d)   confess a judgment against the Partnership;

           (e)   affirmatively represent to any Person that any Limited
Partner is a general partner of the Partnership; fail to qualify or
maintain the qualification of the Partnership to do business in any
jurisdiction in which the failure to do so would subject any Limited
Partner to liability as a general partner therein; or perform any act, not
requested by a Limited Partner or required or expressly permitted by this
Agreement, that would subject any Limited Partner to liability as a general
partner in any jurisdiction;

           (f)   except in accordance with section 10.2.1, admit a
Person as an additional or substitute General Partner; or

           (g)   except in accordance with the terms of this Agreement,
admit a Person as an additional Limited Partner or Substitute Limited
Partner.

     7.3   Devotion of Skill and Time; Specific Duties. 

           (a)   The General Partner shall cause its officers and
employees diligently to pursue and to apply their general skills, time and
effort to the Partnership's business to the extent reasonably necessary to
manage and operate the Partnership and its business in the best interests
of all of the Partners and in the exercise of sound business judgment. 
Nevertheless, the officers and employees of the General Partner shall not
be required to devote their full time to Partnership affairs, except to the
extent necessary from time to time for the proper performance of its duties
hereunder, and may engage in other businesses, including businesses
identical or similar to the Partnership's business.

           (b)   The General Partner shall take all actions that the
General Partner reasonably and in good faith deems to be necessary or
appropriate for carrying out the purpose of the Partnership in accordance
with applicable laws and regulations and for continuing the Partnership's
valid existence as a limited partnership under the laws of the State of
____________, qualified to do business in ______________.

           (c)   The General Partner shall not commit waste, and shall
use diligent efforts to prevent others from committing waste, against
Partnership Property, whether or not in the immediate possession or control
of the General Partner, and shall not employ, and shall use diligent
efforts to prevent others from employing, Partnership Property for purposes
other than Partnership purposes.

           (d)   The General Partner shall in good faith administer and
enforce the rights of the Partnership against its Affiliates, including,
without limitation, those set forth in the
___________________________________.

           (e)   The General Partner shall give the Limited Partners
written notice of the occurrence of a default by any party under any
contract pertaining to the Facility if such default continues for a period
of 30 days.

     7.4   General Partner as Tax Matters Partner.

           (a)   The General Partner is designated the tax matters
partner ("Tax Matters Partner") as provided in Section 6231(a)(7)(A) of the
Code and any comparable provision of state or local law.  This designation
is subject to the following terms and conditions:

                 (i)   The Tax Matters Partner shall timely file all
necessary federal, state and local partnership returns for the Partnership
and shall furnish the Limited Partners on a timely basis with schedules
consistent with the treatment of all items on those returns (including
K-1's and their state and local counterparts).

                 (ii)  The Tax Matters Partner shall furnish to the
Secretary of the Treasury the name and address of each of the Limited
Partners and shall provide timely updates to reflect the admission of
additional Limited Partners to the Partnership (and to reflect the
withdrawal of Limited Partners from the Partnership) from time to time in
accordance with the provisions of this Agreement.

                 (iii) The Tax Matters Partner shall keep the Limited
Partners fully and timely informed of all administrative and judicial
proceedings for the adjustment of "partnership items" (as defined in
Section 6231(a)(3) of the Code and any comparable provision of state or
local law) ("Partnership Item") at the Partnership level and shall, without
limitation forward to each Limited Partner any agent's reports and notices
of conferences and all other correspondence pertaining to the progress of
any audit being conducted by any federal, state or local taxing authority.

                 (iv)  Each of the Partners (including the Tax Matters
Partner) agrees that it will not enter into a settlement agreement with the
Internal Revenue Service (or any state or local taxing authority) with
respect to the determination of any Partnership Item that has the effect of
binding another Partner without first obtaining the written consent of such
other Partner.

                 (v)   Any Partner who enters into a settlement
agreement with any taxing authority with respect to any Partnership item
shall notify the Tax Matters Partner of the agreement and its terms within
30 days from the date of such agreement, and the Tax Matters Partner shall
notify the other Partners promptly and in any event of the settlement
within 30 days of receipt of notification by the Partner entering into the
settlement.

                 (vi)  If notice of an administrative proceeding under
Section 6223 of the Code (or any comparable provision of state or local
law) is received by a Limited Partner, the Limited Partner shall notify the
Tax Matters Partner of the treatment of any Partnership item on the Limited
Partner's income tax return which is or may be inconsistent with the
treatment of that item on the Partnership return.

                 (vii) If a notice of a final partnership
administrative determination is mailed to the Tax Matters Partner, the Tax
Matters Partner shall promptly notify each of the other Partners of said
event and provide them with a copy of said notice.  The Tax Matters Partner
shall not, in its capacity as such, file a petition for a readjustment of
any Partnership Item set forth in said notice in any of the courts
described in Section 6226 of the Code unless requested to do so by (1) a
majority of the Percentage Interests of the Limited Partners having an
interest in the outcome (as defined in Section 6226(d) of the Code) or (2)
in the event such majority is not obtainable, three quarters of the Limited
Partners having an interest in the outcome or (3) in the event
three-quarters of the Limited Partners having an interest in the outcome do
not agree, the Limited Partner with an interest in the outcome that has the
largest Percentage interest of such Partners.

                 (viii) The Tax Matters Partner shall not extend the
statute of limitations for assessment of tax deficiencies against any
Partner with respect to adjustments to the Partnership's federal, state or
local tax returns without the consent of all Partners.

           (b)   Upon the admission to the Partnership of a substitute
General Partner under the terms of Section 10.2 of this Agreement, such
substitute General Partner shall be substituted as the Tax Matters Partner
of the Partnership.

     7.5   Compensation; Reimbursement; Indemnification.

           (a)   The General Partner shall not receive any salary or
other compensation for services rendered to the Partnership under this
Agreement, except as set forth in this Section 7.5(a).  If a Terminating
Event occurs with respect to the General Partner and all of the Limited
Partners elect to continue the Partnership notwithstanding the Terminating
Event as provided in Section 11.2, then the Partnership shall pay any
successor General Partner such salary and other compensation as may be
approved by Majority Vote.

           (b)   If the Partnership ever pays a salary or other
compensation to the General Partner, the amount thereof shall be a
Partnership Expense and deducted in computing Profits and Losses under
Section 5.

           (c)   No salary or other compensation shall be paid to any
Limited Partner in its role as Limited Partner.

           (d)   The Partnership shall reimburse the General Partner for
Partnership Expenses it pays on the Partnership's behalf not attributable
to the willful misconduct, bad faith or negligence of the General Partner
or any Affiliate or any of their respective directors, officers, employees
or agents.

           (e)   The Partnership shall indemnify the General Partner
against any liability, loss or expense, including, without limitation,
reasonable attorneys' fees, litigation costs, settlement amounts and
judgments, it may incur by reason of any act by or omission of the General
Partner in connection with the management and operation of the Partnership
and its business, unless the liability, loss or expense is caused by (i)
the willful misconduct, bad faith or negligence of the General Partner or
any Affiliate or any of their respective directors, officers, employees or
agents, (ii) any other failure of any of the foregoing to act in good faith
and in a manner that such Person reasonably believed, under the
circumstances then existing, to be in the best interests of the
Partnership, or (iii) any failure of the General Partner or any Affiliate
to perform or observe any material term, covenant, agreement, condition or
provision of this Agreement or any other agreement concerning the Facility
to be performed or observed by it.  The indemnity contained in this Section
7.5(e) shall be recoverable solely from the assets of the Partnership and
shall not be recoverable from the Limited Partners.

     7.6   Execution of Partnership Instruments.  The General Partner
shall execute all deeds, leases, the Loan Agreement, Loan Note(s), the
Transaction Documents, mortgages, joint venture or partnership agreements,
contracts, certificates, correspondence and any and all other instruments
executed on the Partnership's behalf in substantially the following form:

           _____________ Limited Partnership

           By:  _____________________, General Partner


           By: ___________________________________
               (Name of authorized representative)
               Its:  Title

     7.7   Inconsistent Positions.  No Partner shall report on its
federal income tax return its distributive share of Partnership Profits or
Losses or any Partnership Item in an amount or manner that is inconsistent
with the Partnership's federal income tax return unless (a) the Partner
proposing to take such position notifies the Tax Matters Partner in writing
that it plans to do so at least 30 days in advance of filing its return (or
such lesser period as may be practical under the circumstances) and (b)
such Partner accompanies such notice with an opinion of independent tax
counsel to the effect that the position which such Partner proposes to take
is more likely to be sustained if challenged in a court of law than the
position taken by the Partnership.  The Tax Matters Partner shall promptly
send a copy of such opinion to each of the other Partners, and such other
Partners shall then have the right to take such position without producing
such an opinion.

SECTION 8: APPROVAL RIGHTS OF THE LIMITED PARTNERS; MEETINGS

     8.1   Approval.

           (a)   The Limited Partners shall not, and shall have no right
to, participate in the control of the Partnership's business.  The Limited
Partners shall not have the right to vote on any matters except as
specifically provided in this Section 8.1 or elsewhere in this Agreement.

           (b)   Without the prior Consent to the specific act by
Majority Vote of the Limited Partners (or the prior Consent to the specific
act by all the Partners or the affected Partners, as required by clause
(iii) of this Section 8.1(b)), the General Partner shall not have the
authority to, nor shall it:

                 (i)   dissolve the Partnership (other than in
accordance with this Agreement);

                 (ii)  sell, exchange, lease, mortgage, pledge or
otherwise transfer all or any substantial part of the Partnership Property
(other than to create a security interest therein as contemplated in
connection with the Loan Agreement and the Transaction Documents);

                 (iii) amend this Agreement (except that (A) an
amendment of this clause (iii) or of Section 7.2 shall require the Consent
of all the Partners, (B) any amendment that would change any Partner's
share of Profits, Losses, tax benefits or distributions shall require the
Consent of the affected Partner, and (C) any amendment that would require
any Partner to make any additional Contribution to the Partnership shall
require the Consent of all the Partners);

                 (iv)  change the nature of the Partnership's business
from that described in Section 2.4 or do any act that would make it
impossible to carry on the ordinary business of the Partnership including,
without limitation, make a determination permanently to cease operation of
the Facility;

                 (v)   file any petition for the Partnership under the
federal Bankruptcy Act, or seek the protection of any other federal or
state bankruptcy or insolvency law or debtor relief statute or consent to
or acquiesce in the filing of any such petition or the seeking of any such
protection;

                 (vi)  cause or permit the Partnership to incur
Indebtedness other than in the ordinary course of its business (except for
Obligations incurred pursuant to and as defined in the Loan Agreement and
the Transaction Documents) or act as guarantor or surety for the debts of
another Person, or mortgage or otherwise encumber Partnership Property;

                 (vii) cause the Partnership to modify, amend or waive
any provision of the ________________________________ (including failure to
exercise the option to terminate the Operator for failure to maintain
revenues) or the _______________________________.

                 (viii)  cause or permit the Partnership to enter into
any contract or other agreement with, or employ or delegate duties to the
General Partner or any Affiliate of the General Partner, or any
shareholder, director, officer, employee or agent of any thereof; or

                 (ix)  cause the Partnership to prepay in whole or in
part, refinance, increase, or otherwise modify, amend or waive any material
provision of, or extend, any agreement, note, lease, mortgage, deed of
trust or other obligation affecting Partnership Property.

     8.2   Consent of General Partner; Effect of Approval.  Any matter
specified in Section 8.1 that the Limited Partners have Consented to shall
be taken only if the General Partner also Consents thereto, except that the
General Partner shall exercise the option to terminate the Operator for
failure to maintain revenues under the _________________________________ if
such failure occurs and the Limited Partners direct a termination.  Upon
the approval of any Partnership matter as provided in this Section 8.2, the
General Partner shall be authorized and directed to conclude the matter so
approved, and all Partners, including Partners who may have been opposed to
the matter, shall be bound to conclude that matter and to execute any
documents and take any other actions in furtherance thereof as the General
Partner may deem necessary or desirable.

     8.3   Meetings of Partners.  Partnership meetings shall be held at
the Partnership's principal executive office and shall be held only when
called by the General Partner or, for any matter on which the Limited
Partners may vote, by Limited Partners representing not more than ten
percent of the aggregate Percentage Interests held by Limited Partners. 
Not less than ten nor more than sixty days' notice of a meeting shall be
given in accordance with the provisions of Section 12.9.  Any action that
may be taken at a Partnership meeting may be taken without a meeting by
written consent.  The record date for determining Partners entitled to give
written consent to Partnership action without a meeting shall be the day on
which the first written consent is given.

     8.4   Limitation on Liability.  The liability of each Limited
Partner shall be limited to the amount of its total Contribution as and
when payable under the provisions of this Agreement.  Except as required by
law or pursuant to Section 4, a Limited Partner shall not have any
liability to contribute money to the Partnership, shall not be personally
liable for any obligations of the Partnership, and shall not be obligated
to make loans to the Partnership.

     8.5   Indemnification of Limited Partners.  The Partnership shall
indemnify each Limited Partner against any liability, loss or expense,
including, without limitation, reasonable attorneys' fees, litigation
costs, settlement amounts and judgments, it may incur related to the
ownership of Partnership Property or the conduct of the Partnership's
business other than (a) taxes imposed on or measured by the net income of
such Limited Partner and (b) liabilities, losses or expenses (i) caused by
(A) the willful misconduct, bad faith or gross negligence of such Limited
Partner or its officers, directors, employees or agents, or (B) the failure
of such Limited Partner to make a contribution required to be made by it
pursuant to Section 4.1 or to comply with Section 8.2, or (ii) arising out
of conduct by such Limited Partner (or any officer, director, employee or
agent thereof) in contravention of this Agreement that renders such Limited
Partner liable as a general partner.  The indemnity contained in this
Section 8.5 shall be recoverable solely from the assets of the Partnership
and shall not be recoverable from any Partner) (including the General
Partner).

     8.6   No Liability of Officers, etc.  Under no circumstances shall
any officer, director or employee of any Limited Partner be liable to any
other Partner other than for conduct constituting willful misconduct or
gross negligence.

SECTION 9: RECORDS, REPORTS AND ACCOUNTS

     9.1   Books and Records.  The General Partner shall keep adequate
books and records, setting forth a true and accurate account of all
business transactions arising out of or in connection with the conduct of
the Partnership's business, at the Partnership's principal executive
office, including each of the following Partnership documents:

           (a)   A current list of the full name and last known business
or residence address of each Partner separately identifying the status of
the Partner as a General Partner or a Limited Partner, together with the
Contributions and Percentage Interest of each Partner and any amounts each
Partner has agreed to contribute in the future.

           (b)   A filed copy of the Partnership's certificate of
limited partnership and all certificates of amendment thereto, together
with executed copies of any powers of attorney pursuant to which any
certificate has been executed.

           (c)   Copies of the Partnership's federal, state and local
income tax or information returns and reports, if any, for the six most
recent fiscal years.

           (d)   An original copy of this Agreement and all amendments
hereto. 

           (e)   Financial statements of the Partnership for the six
most recent fiscal years.

           (f)   The Partnership's books and records for at least the
current and past three fiscal years.

     9.2   Delivery to Limited Partner.  Upon the request of a Limited
Partner, the General Partner shall promptly deliver to the requesting
Limited Partner, at the Partnership's expense, a copy of the information
required to be maintained by paragraphs (a), (b) or (d) of Section 9.1.

     9.3   Inspection by Limited Partner.  Each Limited Partner has the
right, upon reasonable request, (a) to inspect and copy during normal
business hours any of the Partnership records required to be maintained
pursuant to Section 9.1, and (b) to obtain from the General Partner,
promptly after becoming available, a copy of the Partnership's federal,
state and local income tax or information returns for each year.

     9.4   Reports.  The General Partner shall cause to be sent each
Partner:

           (a)   Monthly Statements:  within 25 days after the end of
each fiscal month of the Partnership, a statement of income and expense for
such month and for the fiscal year to date, and a balance sheet
substantially in the form of Exhibit B attached hereto; and

           (b)   Annual Statements:  within 45 days after the end of
each fiscal year of the Partnership, a copy of: (i) a balance sheet of the
Partnership as of the end of that year, and (ii) statements of income and
cash flow of the Partnership for that year, setting forth in each case in
comparative form the figures for the previous fiscal year (if any) and
accompanied by an opinion of the Partnership Accountants stating that such
financial statements of the Partnership present fairly the financial
condition of the Partnership and have been prepared in accordance with GAAP
(except for changes in application in which such accountants concur); and 

     9.5   Tax Returns and Elections.  The General Partner shall send to
each Partner, within 60 days after the end of each taxable year, the
information necessary for the Partner to complete its federal, state and
local income tax returns.  The information shall include a copy of the
Partnership's federal, state and local income tax or information returns
for the taxable year.  Unless all of the Limited Partners shall otherwise
agree, the General Partner shall make all income tax elections in the
manner that has the effect of maximizing the after-tax return to the
Limited Partners (assuming for this purpose that the Limited Partners are
fully taxable on a current basis and can utilize all income tax benefits on
a current basis).

     9.6   Bank and Money Market Accounts.  The Partnership shall keep
its cash funds in bank or money market accounts in its name at one or more
banks or other financial institutions that the General Partner may select:
provided, however, that such institution (a) shall be organized under the
laws of the United States or any state thereof, and (b) shall have a
combined capital, surplus and undivided profits of at least
$________________.  The funds in any account may be withdrawn on the sole
signature of the General Partner.  Partnership funds shall not be
commingled with funds of any other Person and shall be used only for
Partnership purposes.

     9.7   Annual Audit.  The Partnership Accountants shall be a firm of
independent certified public accountants selected by the General Partner
and acceptable to the Limited Partner.  The Partnership Accountants shall
audit each year the Partnership's books and records.

     9.8   Notification.  The General Partner shall send each Limited
Partner a notice of any litigation to which the Partnership is a party.

SECTION 10: DISPOSITION OF PARTNERSHIP INTERESTS

     10.1  Generally.

           10.1.1      No Changes Except Pursuant to this Section.  No Partner
shall withdraw from or transfer any interest in the Partnership, and no
Person shall become an Assignee or be admitted to the Partnership as a
substituted or additional General Partner or as a substituted or additional
Limited Partner, except as provided in this Section 10.  Any Transfer made
in violation of this Section 10 shall be void.

           10.1.2      Notice of Terminating Event.  Each Partner or its legal
representative or successor shall notify the Partnership promptly, but in
no event later than 30 days, after the occurrence of a Terminating Event
with respect to the Partner.

           10.1.3      Confirmation of Transfer of Interest.  Each Partner who
transfers an interest in the Partnership as permitted by this Section 10
shall provide written confirmation of such Transfer to the General Partner
within 30 days after the Transfer or, if earlier, by January 15 of the
calendar year following the calendar year in which the Transfer occurred. 
This written confirmation shall include (a) the names and addresses of the
transferor and the transferee, (b) the taxpayer identification number of
the transferor and, if known, of the transferee, (c) the date of the
Transfer, and (d) the terms and conditions of the Transfer.

           10.1.4      Interest Certificates.  The Interests shall be
evidenced by registered Certificates in the form of Exhibit C hereto (the
"Certificates"), numbered from 1 upwards.  Each Certificate shall be
executed by an authorized officer of the General Partner.  No Certificate
shall be valid or obligatory for any purpose or entitled to any benefit
hereunder unless and until executed in the manner prescribed by this
Section 10.1.4.

           10.1.5      Certificate Register.  Books for the
registration and for the transfer of Certificates (the "Certificate
Register") shall be kept by the General Partner which is hereby appointed
the registrar.  On the request of any pledgee or holder of a security
interest in any Interest, the General Partner will conspicuously note on
the Certificate Register that the Certificate evidencing such Interest is
subject to a security interest in favor of such pledgee or secured party;
provided, however, such conspicuous note shall be eliminated from the
Certificate Register upon the holder of the related Certificate providing
the General Partner with a release or termination of the security interest
signed by the holder of the security interest reflected in such Certificate
Register.  Upon surrender for transfer of a Certificate at the principal
office of the Partnership, duly endorsed for transfer or accompanied by an
assignment duly executed by the registered owner or the attorney of such
registered owner duly authorized in writing, the General Partner shall
execute and deliver in the name of the transferee or transferees a new
fully registered Certificate or Certificates for like aggregate Interests;
provided, however, if the Certificate Register concerning any Certificate
which is surrendered for transfer is conspicuously noted as being subject
to a security interest, the Certificate Register concerning the new fully
registered Certificate or Certificates in the name of the transferee or
transferees shall be similarly noted, unless a release or termination of
the security interest with respect to the Interest transferred shall have
been delivered to the General Partner signed by the holder of the security
interest reflected in the Certificate Register.  Certificates may be
exchanged at the principal office of the Partnership for Certificates of
like aggregate Interests bearing numbers not then outstanding.  The General
Partner shall require the payment, by any Limited Partner or its successor
requesting transfer or exchange of Certificates, of any tax, trustee's fee,
legal fees, fee or other governmental charge required to be paid with
respect to such transfer.

           10.1.6      Lost Certificates.  In the event that any
Certificate is mutilated, lost, stolen or destroyed, a new Certificate may
be executed on behalf of the General Partner; provided that the General
Partner shall have received indemnity from the registered owner or pledgee
of the registered owner of the Certificate satisfactory to it and provided
further, in case of any mutilated Certificate, that such mutilated
Certificate shall first be surrendered to the General Partner, and in the
case of any lost, stolen or destroyed Certificate, that there shall be
first furnished to the General Partner evidence of such loss, theft or
destruction satisfactory to the General Partner.

           10.1.7      Covenants; Legend.

                       (a)   Each Limited Partner hereby represents,
covenants and agrees with the Partnership for the benefit of the
Partnership and all Partners that (i) he is not currently making a market
in Interests and will not in the future make a market in Interests, (ii) he
will not transfer, assign or otherwise convey his Interests on an
established securities market, a secondary market (or the substantial
equivalent thereof) within the meaning of Code Section 7704(b) (and any
regulations, proposed regulations, revenue rulings, or other official
pronouncements of the Internal Revenue Service or Treasury Department that
may be promulgated or published thereunder), and (iii) in the event such
Regulations, revenue rulings, or other pronouncements treat any or all
arrangements which facilitate the selling of partnership interests and
which are commonly referred to as "matching services" as being a secondary
market or substantial equivalent thereof, he will not transfer any Interest
through a matching service that is not approved in advance by the
Partnership.  Each Limited Partner further agrees that he will not transfer
any Interest to any Person unless such Person agrees to be bound by this
Section 10 and to transfer such Interests only to Persons who agree to be
similarly bound.  The Partnership shall, from time to time and at the
request of a Limited Partner, consider whether to approve a matching
service and shall notify all Partners of any matching service that is so
approved.

                       (b)   Each Limited Partner hereby agrees that
the following legend may be placed upon any counterpart of this Agreement,
the Certificates or any other document or instrument evidencing ownership
of Interests:

                       The Partnership Interests represented by this
document have not been registered under any securities laws and the
transferability of such Interests is restricted.  Such Interests may not be
sold, assigned or transferred, nor will any assignee, vendee, transferee or
endorsee thereof be recognized as having acquired any such Interests by the
issuer for any purposes, unless (1) a registration statement under the
Securities Act of 1933, as amended, with respect to such Interests shall
then be in effect and such transfer has been qualified under all applicable
state securities laws, (2) the availability of an exemption from such
registration and qualification shall be established to the satisfaction of
counsel to the Partnership or (3) such sale, assignment or transfer is made
pursuant to the foreclosure of a security interest or pledge granted in
connection with the Loan Agreement as defined in the Limited Partnership
Agreement of __________ Limited Partnership ("Partnership Agreement").

                       The Interests represented by this document are
subject to further restriction as to their sale, transfer, hypothecation,
or assignment as set forth in the Partnership Agreement.  Said restriction
provides, among other things, no vendee, transferee, assignee, or endorsee
of a Limited Partner shall have the right to become a substituted Limited
Partner except by compliance with Section 10 thereof.

     10.2  General Partner.

           10.2.1      Transfers.  The General Partner shall not transfer its
Partnership interest as General Partner to any Person without the consent
of the Limited Partner in its sole discretion.

           10.2.2      Terminating Events.  Upon the occurrence of a
Terminating Event with respect to the General Partner, if the Partners
elect to continue the Partnership pursuant to Section 11.2, the terminated
General Partner's interest shall be converted to a Limited Partner's
interest with the same Percentage Interest and Capital Account; provided,
however, that the terminated General Partner shall not be entitled to vote
on the admission, compensation or extent of Partnership interest of its
successor General Partner and the Partnership interest of the terminated
General Partner shall be diluted, on a pro rata basis with all of the other
Limited Partners' Partnership interests, to provide compensation or a
Partnership interest, or both, to its successor; and provided, further,
that if such Terminating Event is the removal of the General Partner for
cause pursuant to Section 10.2.5, the Partnership shall be entitled to set
off against distributions to which such terminated General Partner might
otherwise be entitled under this Agreement all damages suffered by the
Partnership (including, without limitation, the reasonable costs and
expenses of removal and substitution of the General Partner) arising out of
the act or omission of the terminated General Partner (acting in any
capacity) or any Subsidiary or Affiliate thereof, with respect to this
Agreement or any other agreement relating to the Facility, giving rise to
such removal.

           10.2.3      Additional General Partner.  Except as provided in this
Agreement or as the Act may require, no additional General Partner shall be
admitted to the Partnership.

           10.2.4      Withdrawal.  The General Partner shall not resign or
withdraw capital from the Partnership.

           10.2.5      Removal.  The Limited Partners may not remove the
General Partner except for cause.  For purposes of this Section 10.2.5,
"cause" shall mean (a) the commission of any act by the General Partner (or
any of its directors, officers, employees or agents purporting to act on
the General Partner's behalf in his or her capacity as such) that
constitutes willful misconduct, bad faith or gross negligence; or (b) the
breach by the General Partner of any material provision of this Agreement
and the General Partner's failure to cure such breach within 30 days after
notice thereof by a Limited Partner, or, with respect to any breach that is
not reasonably capable of cure within 30 days, the General Partner's
failure to take steps to cure such breach within such 30-day period and
thereafter to prosecute such cure to completion with reasonable diligence.

     10.3  Limited Partners.

           10.3.1      Transfers.  A Limited Partner may transfer its
Partnership Interest at any time:  (a) subject to the limitations set forth
in Section 10.3.3, to any Partner, or (b) subject to the right of first
refusal set forth in Section 10.7 and to the limitations set forth in
Section 10.3.3, to any Person of its choice, in whole or in part and only
in accordance with this Section 10.3.1.  If the General Partner receives a
notice of assignment effected in compliance with the preceding sentence
signed by both the transferring Limited Partner and its Assignee, the
Assignee shall become entitled to receive the transferring Limited
Partner's share of Profits, Losses and distributions and shall succeed to
the transferring Limited Partner's Capital Account as of the end of the day
on which the General Partner receives the notice; provided, however, that
an Assignee shall become a Substitute Limited Partner only with the General
Partner's approval and upon satisfaction of the conditions for
substitutions set forth in Section 10.5.

           10.3.2      Terminating Events.

           (a)   Election.  Upon the occurrence of a Terminating Event
with respect to a Partner (other than the removal of the General Partner
for cause pursuant to Section 10.2.5), the Partnership may elect to
purchase its Partnership interest by written notice to the terminated
Partner's successor or legal representative within 15 days of the
Terminating Event, in accordance with the procedures and principles set
forth in Section 10.3.2(b).

           (b)   Purchase of Partnership Interest.  If the Partnership
elects to purchase the terminated Partner's Partnership interest, the
Partnership shall pay the terminated Partner or its successor or legal
representative the fair market value of its Partnership interest,
determined by agreement between the terminated Partner's successor or legal
representative and the Partnership or, if they cannot agree, by an
appraisal.  In such event, (i) the first two appraisers shall be chosen,
respectively, by the terminated Partner's successor or legal representative
and the General Partner (or the successor general partner in the event the
terminated partner is the General Partner), and (ii) the terminated Partner
or its successor (or estate, as the case may be) shall pay one-half of the
fees and expenses of the appraisers, and the Partnership shall pay the
other half.  Payment of the purchase price may, at the Partnership's
option, be made by the Partnership's unsecured promissory note, which shall
bear interest at the minimum rate required under the federal income tax
laws to avoid imputed interest or original issue discount.  Principal and
interest shall be payable in three equal annual installments commencing on
the first anniversary date of the Term Loan Note.  Such note shall provide
for attorneys' fees in the event of suit, prepayment without penalty and
acceleration upon default or dissolution of the Partnership, and the
Indebtedness evidenced thereby shall be subordinated.

           (c)   No Purchase.  If the Partnership elects not to purchase
the Partnership interest of a terminated Partner, the legal representative
or successor of the terminated Partner (other than a trustee in bankruptcy)
shall, upon submission to the General Partner of (i) certified evidence of
the Terminating Event and the successor's authority and (ii) a copy of this
Agreement executed by the successor, become a Substitute Limited Partner in
the place of the terminated Partner as of the end of the day on which the
General Partner receives the documents required by this Section 10.3.2(c),
unless pursuant to Section 10.5 the General Partner shall in its sole
discretion withhold its Consent to admission of such Person as a Substitute
Limited Partner.

           10.3.3      Prohibited Transfers.  Notwithstanding anything else
contained in this Agreement, no Transfer shall be permitted that (a) is not
supported by an opinion of counsel, or other acceptable evidence reasonably
satisfactory in form and substance to the Tax Matters Partner, that such
transfer will not (i) have adverse federal income tax consequences to the
Partnership or any Partner (other than the Terminated Partner) or
(ii) result in a violation of the securities laws of the United States of
America, including without limitation the Securities Act of 1933, or of the
securities laws of any state which may be applicable thereto; (b) would
result in any one Person (whether a Partner, including the transferor
Partner, or an Assignee) having a Percentage Interest of less than five but
more than zero percent; or (3) would result in the violation of any pledge
or security interest which has been registered or noted in the Certificate
Register.

           10.3.4      Withdrawal by Limited Partner.  A Limited Partner may
not withdraw capital from the Partnership.

     10.4  Binding on Successors.  Subject to the provisions of this
Section 10, the rights and obligations of the Partners under this Agreement
shall inure to the benefit of and bind their respective heirs, successors
and assigns.

     10.5  Conditions to Substitutions.  An Assignee shall not be
entitled to vote on Partnership matters and shall not have any other rights
of a Partner other than the right to Profits, Losses and distributions,
unless and until the General Partner Consents to the admission of the
Assignee as a Substitute Limited Partner pursuant to this Section 10.5.  An
Assignee shall become a Substitute Limited Partner and the General Partner
hereby consents to such substitution at the time the Assignee (a) pays all
Partnership Expenses in connection with its substitution; (b) submits a
duly executed instrument of assignment, in a form satisfactory to the
General Partner, (i) specifying the Partnership interest assigned to it and
(ii) setting forth the assigning Partner's intention that the Assignee
succeed to the assigning Partner's Partnership interest; and (c) executes a
copy of this Agreement.  The General Partner also may require, as a
condition to the admission of a Substitute Limited Partner, that the
Assignee submit an opinion of counsel, reasonably satisfactory in form and
substance to the General Partner, stating that the Assignee's admission as
a Substitute Limited Partner will not (x) violate any state or federal
securities laws or (y) adversely affect the Partnership's tax status or
have any adverse tax consequences as to any Partner.  The General Partner,
the admission of a Substitute Limited Partner shall be effective as of the
close of the day on which all of the conditions specified in this Section
10.5 have been satisfied. 

     10.6  No Release or Waiver.  Neither the provisions of, nor
consummation of the transactions contemplated by, this Section 10 shall
constitute a release or waiver of any claims or rights which the
Partnership or any Partner may have against the Partnership or any of the
Partners as a consequence of a breach of this Agreement.

     10.7  Right of First Refusal.

           (a)   Offer.  Before any Limited Partner transfers its
Partnership interest pursuant to Section 10.3.1(a), that Partner (the
"Selling Partner") shall notify the General Partner in writing that the
Selling Partner wants to transfer its Partnership interest.  The notice
shall contain a full and complete designation of the price at and terms on
which the Selling Partner is proposing for Transfer of its Partnership
interest.

           (b)   Acceptance.  The partnership, within 60 days of receipt
of the notice described in Section 10.7(a) (the "Initial Offer Period"),
shall have the right to purchase the Selling Partner's partnership interest
at the price and on the terms stated in the notice.  If the partnership
elects not to exercise its right to purchase, the General Partner shall
promptly notify the other Partners in writing of the Selling Partner's
intent to transfer its Partnership interest and the price and terms of the
Transfer.  The Partners other than the Selling Partner, subject to Section
10.3.3, shall have the right, exercisable by written notice to the General
Partner during an additional period of 30 days (the "Additional Offer
Period"), to purchase the Selling Partner's Partnership interest at the
price and on the terms stated in the Selling Partner's notice to the
General Partner.  If the other Partners elect not to exercise their right
to purchase, the Selling Partner may transfer its partnership interest for
a price and on terms no less favorable to the Selling Partner than those
described in the notice for a period of 180 days following the end of the
Additional Offer Period.  If the Selling Partner does not complete the
Transfer of its partnership interest during this period, the provisions of
this Section 10.7(b) shall again apply to any later Transfer.  If more than
one Partner decides to purchase the Selling Partner's Partnership interest,
the accepting Partners, subject to Section 10.3.3, shall each purchase
shares of the Selling Partner's Partnership interest in proportion to their
respective Percentage Interests.

           (c)   Rights of Buyer.  A purchaser of all or any portion of
the Selling Partner's partnership interest, other than the Partnership or
an existing Partner, shall be an Assignee and shall become a Substitute
Limited Partner only with the General  Partner's approval and upon
satisfaction of the requirements of  Section 10.5.  If the purchaser is the
General Partner, it shall  become a Limited Partner to the extent of the
Partnership interest it acquires.  

SECTION 11: DISSOLUTION AND WINDING UP

     11.1  Dissolution.  The Partnership shall dissolve upon the first to
occur of the following dates and events:

           (a)   February 2, 2025.

           (b)   A Majority Vote of all Partners and the Consent of the
General Partner to dissolve.

           (c)   Subject to the provisions of Section 11.2, the
occurrence of a Terminating Event with respect to the General Partner or
the General Partner ceasing to be the General Partner.

           (d)   The entry of a decree of judicial dissolution under the
Act by a court of competent jurisdiction.

           (e)   The sale of all or substantially all of the Partnership
Property.

     11.2  Continuation.  Upon the occurrence of a Dissolution pursuant
to clause (c) of Section 11.1, the Limited Partners may elect to continue
the Partnership's business and to admit a new General Partner by the
unanimous written Consent of the Limited Partners.  Expenses relating to
the Partnership's continuation shall constitute Partnership Expenses.

     11.3  Distributions on Dissolution.  Upon the Partnership's
dissolution, if the Partnership is not continued pursuant to Section 11.2,
then the Partnership's business shall be wound up and the Partnership
Property shall be liquidated.  Partnership Property and cash of the
Partnership in the course of the liquidation shall be applied and
distributed in the following order:

           (a)   Payment to creditors of the Partnership, including
Partners and their Subsidiaries and Affiliates, in the order of priority
provided by law.  In the discretion of the General Partner, reserves may be
established to meet any contingent obligations or liabilities and, if and
when such contingencies shall cease to exist, any remaining assets in such
reserves shall be distributed as provided in this Section 11.3.

           (b)   Distributed to the Partners in accordance with the
positive balances in their Capital Accounts.  For purposes of distributions
to Partners, positive Capital Account balances shall be determined after
taking into account all appropriate Capital Account adjustments for the
fiscal year in which the liquidation occurs (other than the adjustments
required by the distributions themselves), with any Partnership Property
distributed in kind being deemed to have been sold by the Partnership for
its fair market value and any Profits or Losses realized or sustained upon
dispositions (or deemed dispositions) of Partnership Property by the
partnership being allocated in accordance with Section 5.  Payment by the
Partnership with respect to the balances of the Partner's Capital Accounts
shall be made by the end of that fiscal year or, if later, within 90 days
after the date of the liquidation.  The Limited Partners shall not be
required to restore any negative balances in their Capital Accounts.

SECTION 12: MISCELLANEOUS

     12.1  Inconsistency with Loan Agreement.  Any provision of this
Partnership Agreement to the contrary notwithstanding, until all
Obligations as defined in the Loan Agreement have been paid in full,
neither the General Partner nor the Limited Partner may or shall take any
step or exercise any power under this Agreement which would create, with
the passage of time and the giving of notice, if required, an Event of
Default as defined in the Loan Agreement or any other Transaction Document.

     12.2  Headings.  The headings used in this Agreement have been
inserted for convenience of reference only and in no way shall restrict or
otherwise modify any of the terms or provisions hereof. 

     12.3  Time of Essence.  All times and dates in this Agreement shall
be of the essence.

     12.4  Entire Agreement.  This Agreement comprises the entire
understanding and agreement among the Partners and supersedes all prior and
contemporaneous discussions, negotiations, agreements and communications
among any of the Partners, whether oral or written, with respect to the
subject matter of this Agreement.

     12.5  Amendment.  This Agreement may be amended only upon the
affirmative vote or Consent of the Partners as provided in Section 8.

     12.6  Governing Law; Submission to Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State
of _______________ as applied to contracts among residents of
_________________ wholly to be performed within that State.  The parties
agree that any dispute arising in connection with this Agreement may be
resolved in the state or federal courts located in Oklahoma County,
Oklahoma or _________________ County, ______________, and each party hereby
submits to the jurisdiction of those courts.

     12.7  Attorneys' Fees.  If any Partner seeks to enforce its rights
under this Agreement by legal proceedings or otherwise, the non-prevailing
party shall pay the prevailing party's costs and expenses, including,
without limitation, reasonable attorneys' fees.

     12.8  Severability.  If any provision of this Agreement is
determined to be unenforceable for any reason, it shall be adjusted rather
than voided, if possible, to achieve the intent of the parties.  In any
event, all of the other provisions shall be deemed valid and enforceable to
the greatest possible extent.

     12.9  Terminology.  In this Agreement, the masculine, feminine or
neuter gender, and the singular or plural number, shall each include the
others whenever the context so indicates.

     12.10 Notices.  Any notice or other communication required or
permitted to be given under this Agreement shall be in writing, and shall
be deemed effective upon receipt after mailing by first- class registered
or certified mail return receipt requested, postage pre-paid, or upon
personal delivery or dispatch by telegram, telex (with confirmed answer
back), facsimile transmission or other written telecommunication, addressed
to the Partnership at its principal executive office or to the Partners at
their respective addresses appearing on the Partnership's books from time
to time.  The foregoing addresses may be changed by notice given as
provided in this Agreement.

     12.11 Counterparts.  This Agreement may be signed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same agreement. 

     12.12 Cross-References.  All cross-references in this Agreement,
unless specifically stated otherwise, refer to provisions of this
Agreement.

     12.13 Further Assurances.  Each Partner shall execute, with
acknowledgment or affidavit if required, all documents and writings
reasonably necessary or desirable for the formation of the Partnership and
the achievement of its purpose.  Each Partner hereby represents and
warrants that the individual signing this Agreement on its behalf is duly
authorized to execute and deliver this Agreement on behalf of such Partner.

     12.14 No Partition.  No Partner nor any legal representative,
successor, heir or assignee of any Partner shall have the right to
partition the Partnership Property or any part thereof or interest therein,
or to file a complaint or institute any proceeding at law or in equity to
partition the Partnership Property or any part thereof or interest therein. 
Each Partner, for itself and its legal representatives, heirs, successors
and assigns, hereby waives any such rights.  The Partners intend that
during the term of this Agreement, the rights of the Partners and their
successors in interest, as among themselves, shall be governed solely by
the terms of this Agreement and, to the extent consistent with this
Agreement, by the Act.

     12.15 Waiver.  No waiver of any provision of this Agreement shall be
deemed effective unless contained in a writing signed by the party against
whom the waiver is sought to be enforced.  No failure or delay by any party
in exercising any right, power or remedy under this Agreement shall operate
as a waiver of any such right, power or remedy, and no waiver of any breach
or failure to perform shall be deemed a waiver of any subsequent breach or
failure to perform or of any other right arising under this Agreement.

     12.16 Not for Benefit of Creditors.  The provisions of this
Agreement are intended only for the regulation of relations among Partners,
putative Partners and the Partnership.  This Agreement is not intended for
the benefit of non-Partner creditors and does not grant any rights to
non-Partner creditors.
     
     12.17 Other States.  If the Partnership's business is carried on or
conducted in states other than the State of ________________, then each
Partner shall execute any document that the General Partner may require or
request in order that the General Partner may legally qualify the
Partnership to transact business in the other states.  The General Partner
may, from time to time, designate a Partnership office or principal place
of business in any other state.
     
     12.18 Withholding.  The General Partner shall comply with any income
tax withholding obligations that may be imposed from time to time by the
Code with respect to distributions to Partners.
     
     12.19 Representations of Limited Partners.  The Limited Partner
represents to the General Partner that it is an sophisticated investor
capable of protecting its interests in this transaction and that it is
acquiring its Partnership interest for its own account for investment and
not with a view to or for sale in connection with any distribution of such
Partnership interest (but subject, nevertheless, to any requirement of law
that the disposition of its property remain within its control at all
times).

     12.20 Exhibits.  The following Exhibits are attached hereto and
incorporated herein by this reference:
     
           EXHIBIT A Rules Under Treasury Regulations Section 1.704-1(b)

           EXHIBIT B Form of Monthly Report

           EXHIBIT C Form of Certificate


     IN WITNESS WHEREOF, each of the Partners has executed this Agreement
as of the date first written above.

                             GENERAL PARTNER

                             ___________________________



                             By:_______________________
                                Name:
                                Title:
                                
     

                             LIMITED PARTNER
     
                             LSB HOLDINGS, INC.
     

                             By:_______________________
                                Name:
                                Title:
                                
                                EXHIBIT A
     
           RULES UNDER TREASURY REGULATIONS SECTION 1.704-1

Determination of Tax Book Value.
     
     (a) The Tax Book Value of an asset shall be its adjusted basis for
federal income tax purposes, except as follows:
     
     (b) The Tax Book Value of an asset contributed by a Partner to the
Partnership shall be its fair market value.  The Net Book Value of such
asset shall be its Tax Book Value net of liabilities secured by the asset
to the extent the Partnership is considered to assume or take subject to
the liability under Section 752 of the Code, in accordance with the rules
set forth in Treasury Regulations Section 1.704-1(b).
     
     (c) The Tax Book Value of each item of Partnership Property shall be
adjusted to equal its fair market value, as reasonably determined by the
Tax Matters Partner in good faith in accordance with Treasury Regulations
Section 1.704-1(b)(2)(iv)(f), as of the following times: (i) The
acquisition of an additional interest in the Partnership by any new or
existing Partner in exchange for more than a de minimis Contribution to the
Partnership's capital, (ii) the distribution by the Partnership to a
Partner of more than a de minimis amount of Partnership Property, (iii) the
liquidation of the Partnership within the meaning of Treasury Regulation
Section 1.704-1(b)(2)(ii)(g), and (iv) any time that the Tax Matters
Partner determines in good faith that such adjustment is needed to fairly
reflect the interests of the Partners and is in compliance with Section
704(b) and the Regulations thereunder.
     
     (d) If the Tax Book Value of an item of Partnership Property has been
determined or adjusted pursuant to paragraph (b) or (c), it shall
thereafter be adjusted in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(g) by the depreciation, depletion, amortization, other
cost recovery deductions and gain or loss as computed for book purposes
with respect to that asset.
     
Determination of Profits and Losses.
     
     Profits and Losses for each fiscal year or other period shall be an
amount equal to the Partnership's taxable income or loss for that year
determined in accordance with Code Section 703(a), including for this
purpose all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1), with the following
adjustments:

     (a) Any income of the Partnership that is exempt from federal income
tax shall be added.

     (b) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be subtracted.

     (c) Gain or loss resulting from any disposition of Partnership
Property with respect to which gain or loss is recognized for federal
income tax purposes shall be computed by reference to the Tax Book Value of
the property disposed of.

     (d) Depreciation, amortization, and other cost recovery deductions
shall be taken into account by reference to the Tax Book Value of an item
of Partnership Property, but if the Tax Book Value of an item of
Partnership Property differs from its adjusted tax basis at the beginning
of the year, the allowable tax deduction with respect to that item shall be
deemed to be an amount which bears the same ratio to the Tax Book Value of
the item as the deduction computed for tax purposes with respect to the
item for that year or period bears to its beginning adjusted tax basis
(except that if such property has a zero adjusted basis, the book
depreciation, depletion, or amortization may be determined under any
reasonable method selected by the General Partner).

Special Rules for Credit and Recapture Allocations.
     
     (a) Any federal tax credit shall be allocated among the Partners, in
accordance with their Percentage Interests, as of the date the property
giving rise to the credit is placed in service.
     
     (b) If the adjusted tax basis of any property that has been placed in
service by the Partnership is increased pursuant to the Code, such increase
shall be allocated among the Partners in the same proportions as the tax
credit that is recaptured with respect to the property is shared among
them.
     
     (c) Any reduction, pursuant to the Code, in the adjusted tax basis
(or cost) of Partnership Property shall be allocated among the Partners in
the same proportions as the basis (or cost) of the property is allocated
under the Code.
     
General Rules for Maintaining Capital Accounts.
     
     Required increases to Capital Accounts:
     
     1.  The amount of money contributed by the Partner to the
Partnership.
     
     2.  The Net Book Value of any asset contributed by the Partner to the
Partnership.

     3.  Allocations to the Partner of Partnership income and gain (or
items thereof), including income and gain exempt from tax and income and
gain described in paragraph (2)(iv)(g) of Treasury Regulations Section
1.704-1(b), but giving effect to paragraph (4) (i) of Treasury Regulations
Section 1.704-1(b).

     Required Decreases in Capital Accounts:
     
     1.  The amount of money distributed to the Partner by the
Partnership.
     
     2.  The Tax Book Value of property distributed to the Partner by the
Partnership (net of liabilities securing the distributed property that the
Partner is considered to assume or take subject to under Code Section 752).
     
     3.  Allocations to the Partner of Partnership expenditures described
in Section 705(a)(2)(b).
     
     4.  Allocations of Partnership loss and deduction (or items thereof),
including items of loss and deduction described in paragraph (2)(iv)(g) of
Treasury Regulations Section 1.704-1(b), but excluding items described in 3
above and giving effect to paragraph (4)(i) or (4)(iii) of Treasury
Regulations Section 1.704-1(b).  Capital accounts must be otherwise
adjusted in accordance with additional rules set forth in Treasury
Regulations Section 1.704-1(b).

Special Rules for Maintaining Capital Accounts.

     1.    A Partner who has more than one interest in the Partnership
shall have a single capital account that reflects all of the Partner's
interests, whether general or limited and regardless of the time and manner
in which the interests were acquired.

     2.    Pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(g)(2), unrealized income or deductions with respect to
accounts receivable, accounts payable or other accrued but unpaid items
that have an adjusted tax basis that differs from their book value shall be
treated under rules and principles analogous to those that apply to book
and tax value differences for depreciation, depletion, amortization and
gain or loss.

     3.  In the event the Tax Book Value of Partnership Property is
adjusted pursuant to this Exhibit A, the Capital Accounts of all Partners
shall be adjusted simultaneously pursuant to the allocation provisions of
Section 5 to reflect the aggregate net adjustment as if the Partnership
recognized gain or loss equal to the amount of such aggregate net
adjustment.

     4.  If any interest in the Partnership is transferred in accordance
with this Agreement, the transferee shall succeed to the Capital Account of
the transferor to the extent it relates to the transferred interest.

     5.  If the Tax Matters Partner reasonably determines in its good
faith judgment that it is necessary or desirable to modify the manner in
which the Capital Accounts are determined or maintained in order to comply
with Treasury Regulations Section 1.704-1(b), the Tax Matters Partner shall
make the appropriate modification, provided that the modification is not
likely to have a material effect on the amount distributable to any Partner
upon the dissolution of the Partnership.

                                EXHIBIT B

                         FORM OF MONTHLY REPORT
                              BALANCE SHEET

           ASSETS
     
     CURRENT ASSETS
     Cash
     Accounts Receivable
     Prepaid Insurance

           TOTAL CURRENT ASSETS

     
     FIXED ASSETS
     Cost of Assets
     Accum.  Depreciation

     
           TOTAL FIXED ASSETS

     OTHER ASSETS
     Organizational Costs
     Acc. Amort. Org. Cost
                 TOTAL OTHER ASSETS

           TOTAL ALL ASSETS



           LIABILITIES AND EQUITY

     CURRENT LIABILITIES
     Accounts Payable

           TOTAL CURRENT LIABILITIES

     EQUITY
     Retained Capital
     Distributions
     Capital
     Net Income (Loss)

           TOTAL EQUITY

     TOTAL LIABILITIES AND EQUITY
                                EXHIBIT B

                         FORM OF MONTHLY REPORT
                            INCOME STATEMENT


     OPERATING REVENUES
     
     ________________________ Revenue
     Interest Income
     Misc. Income

           TOTAL NET REVENUES       


     GENERAL OPERATING EXPENSES
     Maintenance
     Outside Services
     Insurance Expense
     Accounting Fees
     Bank Charges
     Depreciation
     Amortization Organiz. Costs
     Interest
     Misc. Expense

           TOTAL EXPENSES
     
     NET INCOME (LOSS)

                                EXHIBIT C

                           FORM OF CERTIFICATE

     THE PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT
HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE
TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED.  SUCH
INTERESTS MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL
ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE
RECOGNIZED AS HAVING ACQUIRED ANY SUCH INTERESTS BY THE ISSUER
FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH
INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN
QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, (2) THE
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF
COUNSEL TO THE PARTNERSHIP OR (3) SUCH SALE, ASSIGNMENT OR
TRANSFER IS MADE PURSUANT TO THE FORECLOSURE OF A PLEDGE OR
SECURITY INTEREST GRANTED IN CONNECTION WITH THE LOAN AGREEMENT
AS DEFINED IN THE LIMITED PARTNERSHIP AGREEMENT OF
__________________ LIMITED PARTNERSHIP ("PARTNERSHIP
AGREEMENT").

     THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO
FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, HYPOTHECATION,
OR ASSIGNMENT AS SET FORTH IN THE PARTNERSHIP AGREEMENT.  SAID
RESTRICTION PROVIDES, AMONG OTHER THINGS,  NO VENDEE,
TRANSFEREE, ASSIGNEE, OR ENDORSEE OF A LIMITED PARTNER SHALL
HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER EXCEPT
BY COMPLIANCE WITH SECTION 10 THEREOF.


                                                              EXHIBIT 10.15





March 21, 1996



Jack Golsen
1299 Glenbrook Terrace
Oklahoma City, Oklahoma 73116

     RE:  Employment Agreement and Amendment to Severance Agreement dated
          January 17, 1989               

Dear Jack:

     The Board of Directors of LSB Industries, Inc. ("LSB" or "the Company")
has considered and recognizes the long standing contribution that you have
made to LSB and its subsidiaries as LSB's founder, president and Chairman of
the Board.  We have considered and reviewed your invaluable contributions to
the Company in these various roles and your future value to LSB.  In
recognition of your contributions and importance to the Company, it is our
purpose and goal to encourage you to always make your services available to
LSB.  To that end, we have met and agree to the following Agreement
("Agreement").  If you accept these terms and agree to the following, please
sign and return the enclosed copy of this letter.

     WHEREAS the services, knowledge and contributions of Jack E. Golsen are
considered of utmost value to LSB; and

     WHEREAS, the Board of Directors desires to induce Jack E. Golsen to
continue to make his services and knowledge available to LSB.

     NOW, THEREFORE, LSB Industries, Inc. hereby agrees to provide the
following compensation and benefits to Jack E. Golsen ("Golsen") for the term
set forth below:

1.   Term.  This Agreement shall commence immediately and shall continue for
     three years ("the Initial Three Year Term").  At the end of the Initial
     Three Year Term, this Agreement shall automatically extend for an
     additional three year period (the "Second Three Year Term") unless
     terminated by either party by the giving of written notice at least one
     (1) year prior to the termination of the Initial Three Year Term.  At
     the end of the Second Three Year Term, this Agreement shall
     automatically extend for an additional three year period unless
     terminated by either party by the giving of written notice at least one
     (1) year prior to the termination of the Second Three Year Term (the
     "Third Three Year Term").  The Initial Three Year Term, Second Three
     Year Term, and Third Three Year Term shall collectively be referred to
     as the "Term".

2.   Position and Duties.

     a.   The Company agrees to employ Golsen, and Golsen agrees to such
          employment, as an Executive Officer of the Company or such other
          position as is acceptable to Golsen in writing.  For purposes of
          this Agreement, "Board Chairman" or "Chairman of the Executive
          Committee" shall be considered an Executive Officer.  Golsen's
          authority and duties shall be at least commensurate in all
          material respects with the most significant of those exercised by
          Golsen during the 12-month period immediately preceding the date
          of this Agreement.  Golsen's duties and services shall be
          performed at the location where he was employed by the Company
          immediately preceding the date of this Agreement or any other
          office or location satisfactory to Golsen.

     b.   Excluding any periods of vacation and sick leave to which Golsen
          is entitled, Golsen agrees to devote reasonable attention and time
          to the business and affairs of the Company and, to the extent
          necessary and consistent with Section 2.a. above, to discharge the
          responsibilities assigned to him hereunder, to use reasonable
          efforts to perform faithfully and efficiently such
          responsibilities.  It shall not be a violation of this Agreement
          for Golsen to (i) serve on corporate, civic or charitable boards
          or committees, (ii) deliver lectures, fulfill speaking engagements
          or teach at educational institutes, and (iii) manage personal
          investments, so long as such activities do not significantly
          interfere with the performance of Golsen's responsibilities as an
          employee of the Company in accordance with this Agreement.  It is
          expressly understood and agreed that, to the extent that any such
          activities have been conducted by Golsen prior to the date of this
          Agreement, the continued conduct of such activities (or the
          conduct of activities similar in nature and scope thereto)
          subsequent to the date of this Agreement shall not thereafter be
          deemed to interfere with the performance of Golsen's
          responsibilities to the Company.

3.   Compensation and Benefits.

     a.   Base Salary.  The Company shall pay to Golsen an annual base
          salary at his 1995 base rate of salary as such may be adjusted
          from time to time by the Compensation Committee of the Board of
          Directors of the Company, but such shall never be adjusted to an
          amount less than Golsen's 1995 base salary ("Annual Base Salary"),
          payable in equal bi-weekly installments, less appropriate
          withholdings and deductions, in accordance with the Company's
          customary payroll practices.  

     b.   Bonus.  In addition to the Golsen's Annual Base Salary, as
          adjusted, the Company shall pay to Golsen an annual bonus
          ("Bonus") as may be determined by the Compensation Committee of
          the Board of Directors of LSB from time to time.

     c.   Benefits.

          (1)  Golsen shall be eligible for such employee benefits and
               participation in employee benefit plans as are generally
               made available to other employees of the Company, subject to
               the terms and conditions of such benefits and plans and as
               such benefits and plans may be changed by the Company from
               time to time in its sole discretion.  Such benefits in
               existence as of the date hereof are as follows:

               (a)  Group medical insurance coverage.

               (b)  Group life insurance coverage.

          (2)  In addition, Golsen shall be eligible to participate in and
               be provided the following individual benefits at a minimum:

               (a)  Stock options as granted from time to time by the
                    Company's Board of Directors or the Stock Option
                    Committee of the Board of Directors.

               (b)  Death benefit package as set forth in the agreement
                    between Golsen and the Company dated April 1, 1981 and
                    amended March 1, 1993, as hereafter amended, modified
                    or renewed.

               (c)  Split dollar life insurance in an amount approved by
                    the Compensation Committee of the Board of Directors
                    of LSB, but no less than $3,000,000.

               (d)  Severance Agreement, dated January 17, 1989, between
                    Golsen and the Company, as amended, modified or
                    renewed and attached hereto (the "Severance
                    Agreement"), except that the Severance Agreement is
                    hereby amended as follows:

                    i)   Subsection 1.2 of the Severance Agreement is
                         hereby amended to read, in its entirety, as
                         follows:

     "1.2 The "Change of Control Period" is the period commencing on the
          date hereof and ending on the third anniversary of such; provided,
          however, that commencing on the date one year after the date
          hereof, and on each annual anniversary of such date (the date one
          year after the date hereof and each annual anniversary of such
          date, is hereinafter referred to as the "Renewal Date"), the
          Change of Control Period shall be automatically extended so as to
          terminate three (3) years from such Renewal Date, unless at least
          one (1) year prior to the Renewal Date the Company shall give
          notice that the change of Control Period shall not be so
          extended."

                    ii)  Subsection 3.2 "Cause" of the Severance
                         Agreement is hereby amended to read, in its
                         entirety, as follows:

     "3.2 Cause.  The Company may terminate Golsen's employment for "Cause". 
          For purposes of this Agreement, termination of Golsen's employment
          by the Company for "Cause" shall mean termination for one of the
          following reasons:

          "a.  the ultimate conviction (after all appeals have been
               decided) of Golsen of a felony involving moral turpitude by
               a federal or state court of competent jurisdiction; or

          "b.  if Golsen's serious willful gross misconduct or willful
               gross neglect of his duties as set forth herein has resulted
               in material damage to the Company and its subsidiaries,
               taken as a whole; provided that (i) no action or failure to
               act by Golsen will constitute a reason for termination if
               Golsen believed in good faith that such action or failure to
               act was in the Company's or its subsidiaries' best interest,
               and (ii) failure of Golsen to perform his duties hereunder
               due to Disability shall not be considered willful gross
               misconduct or willful gross negligence of duties for any
               purpose."

                    iii) The Severance Agreement, as amended by this
                         Section 3c(2)(d), shall remain in full force and
                         effect.

               (e)  The Board hereby agrees that Golsen may, at his
                    option, purchase any life insurance policies in effect
                    on his life for an amount equal to the net cash value
                    of such insurance.  The policy funding the benefit of
                    3c(2)(b) of this letter shall be excepted from this
                    option.

     d.   Expenses.  The Company shall pay directly, or reimburse Golsen,
          for any reasonable and necessary expenses and costs incurred by
          Golsen in connection with or arising out of the performance of
          Golsen's duties hereunder, provided that such expenses and costs
          shall be paid or reimbursed subject to such rules, regulations,
          and policies of the Company as established from time to time by
          the Company.  In the event that Golsen incurs legal fees and
          expenses to enforce this Agreement, the Company shall reimburse
          Golsen such fees and expenses in full.

     e.   Fringe Benefits.  Golsen shall be entitled to all fringe benefits,
          including but not limited to  vacation, in accordance with the
          most favorable plans, practices, programs and policies of the
          Company during the 12-month period immediately preceding the date
          of this Agreement, or, if more favorable to Golsen, as in effect
          at any time thereafter with respect to other key management
          employees of the Company.

     f.   Effect of Increases.  Any increase in Annual Base Salary, Bonus or
          any other benefit or perquisite described in this Agreement shall
          in no way diminish any obligation of the Company under this
          Agreement.
  
     Nothing in this Agreement shall prevent or limit Golsen's continuing or
     future participation in any benefit, bonus, incentive or other plan or
     program provided by LSB or any of its affiliated companies and for which
     Golsen may qualify, nor shall anything herein limit or otherwise affect
     such rights as Golsen may have under any stock option or other agreement
     with LSB or any of its affiliated companies.

4.   Termination.  During the term of this Agreement, the Company may
     terminate Golsen's employment only for one of the following reasons:

     a.   the ultimate conviction (after all appeals have been decided) of
          Golsen of a felony involving moral turpitude by a federal or state
          court of competent jurisdiction; or

     b.   if Golsen's serious willful gross misconduct or willful gross
          neglect of duties has resulted in material damage to the Company
          and its subsidiaries taken as a whole; provided that (i) no action
          or failure to act by Golsen will constitute a reason for
          termination if Golsen believed in good faith that such action or
          failure to act was in the Company's or its subsidiaries' best
          interest and (ii) failure of Golsen to perform his duties
          hereunder due to a disability shall not be considered willful
          gross misconduct or willful gross neglect of duties for any
          purpose; or

     c.   Golsen's death.

     Without in any way limiting any of Golsen's other rights or remedies, at
     law or in equity, which rights and remedies shall be cumulative, and
     subject to Section 7 hereof, in the event that Golsen's employment under
     this Agreement is terminated for any reason:

     d.   the Company shall pay to Golsen:

          (1)  in a lump sum cash payment on the date of Golsen's
               termination of employment, to the extent not therefor paid,
               the balance of Golsen's Annual Base Salary through the date
               of termination; and

          (2)  in the event that Golsen's employment is terminated for any
               reason, other than under subparagraphs a or b of paragraph 1
               of this Section 4 or Disability under Section 5 hereof, the
               Company shall provide, at the Company's sole cost and
               expense, to Golsen and/or Golsen's family or estate, in a
               lump sum cash payment on the date of Golsen's termination of
               employment, a sum equal to the amount of the Annual Base
               Salary being paid to Golsen at the time of such termination
               and the amount of the Bonus paid to Golsen for the last
               fiscal year prior to such termination in which Golsen
               received a Bonus times (i) the number of years remaining in
               the Initial Three Year Term or the Second Three Year Term or
               the Third Three Year Term, whichever is applicable at the
               time of termination, or (ii) four (4) if the termination
               occurs during the last twelve (12) months of the Initial
               Three Year Term or the Second Three Year Term, whichever is
               applicable at the time of termination.  For this purposes of
               this subparagraph (2), a partial year shall be considered a
               full year.  In the event that Golsen becomes disabled, the
               Company agrees to pay him pursuant to Section 5 hereof.

     e.   In the event that Golsen's employment is terminated for any
          reason, other than under subparagraphs a or b of paragraph 1 of
          this Section 4 or Disability under Section 5, the Company shall
          provide at the Company's sole cost and expense, to Golsen and/or
          Golsen's family or estate all of the fringe benefits, benefits,
          and individual benefits described in Section 3 hereof as though
          Golsen's employment had not been terminated, including, but not
          limited to, health, disability and life insurance, in accordance
          with the most favorable plans, practices, programs or policies of
          the Company during the remainder of the Initial Three Year Term or
          the Second Three Year Term or the Third Three Year Term, whichever
          is applicable at the time of such termination (unless such
          termination occurred during the last twelve (12) months of the
          Initial Three Year Term or the Second Three Year Term, whichever
          is applicable at the time of such termination, then for the
          remainder of the term in which such termination occurred and for
          the full extension period that follows such termination.  In the
          event that Golsen becomes disabled, the Company agrees to pay him
          pursuant to Section 5 hereof.

     f.   Golsen shall not be deemed to have been terminated by the Company
          pursuant to the terms of Section 4 hereof unless and until there
          shall have been delivered to Golsen a copy of a resolution duly
          adopted by the affirmative vote of not less than three-fourths
          (3/4ths) of the entire membership of the Board at a meeting of the
          Board called and held for such purpose (after reasonable notice to
          Golsen and an opportunity for Golsen, together with Golsen's
          counsel, to be heard before the Board ), finding that in the good
          faith opinion of the Board, Golsen was guilty of conduct set forth
          in Section 4a or 4b above and specifying the particulars thereof
          in detail.

5.   Disability.  If Golsen shall be mentally or physically disabled from
     properly performing his duties and responsibilities hereunder for a
     period of twelve consecutive months within any two-year period, all as
     determined by the Board in good faith and supported by medical evidence,
     the Company shall pay and provide Golsen any salary bonus or benefits
     remaining under the Initial Three Year Term of this Agreement or any
     extension thereof.  In addition, in the event of disability, after such
     payments, the Company shall pay to Golsen annually 60% of his Present
     Base Salary until his death.  This provision shall be deemed to survive
     the termination of this Agreement and the termination of Golsen's
     employment under this Agreement.

6.   Successors.  This Agreement shall inure to the benefit of Golsen and
     Golsen's heirs and assigns.  This Agreement shall inure to the benefit
     of and be binding upon the Company and its successors (including any
     purchaser of the assets of the Company).  In the event of a Change of
     Control (as defined in the Severance Agreement) of the Company, any
     parent company or successor shall, in the case of a successor, by an
     agreement in form and substance satisfactory to Golsen, expressly assume
     and agree to perform this Agreement in writing prior to such change in
     control and, in the case of a parent company, by an agreement in form
     and substance satisfactory to Golsen, guarantee and agree to cause the
     performance of this Agreement, in each case, in the same manner and to
     the same extent as the Company would be required to perform if no Change
     of Control had taken place.

7.   Coordination with other Agreements.  In the event that the Severance
     Agreement and this Agreement are both in effect, the provisions of this
     Agreement shall apply and be controlling in all respects; except, in the
     event that there is a Change in Control (as defined in the Severance
     Agreement) and if (i) within 24 months after the Control Date (as
     defined in the Severance Agreement), the Company shall terminate
     Golsen's employment, other than for Cause (as defined in the Severance
     Agreement) or (ii) within 24 months after the Control Date (as defined
     in the Severance Agreement), Golsen shall terminate his employment with
     the Company for Good Reason (as defined in the Severance Agreement),
     then, in such event, the Severance Agreement shall apply and be
     controlling in all respects and this Agreement shall terminate. 
     Notwithstanding the foregoing, the Disability provisions of this
     Agreement shall apply in all cases.

8.   Governing Law, Severability.  This Agreement shall be governed by the
     laws of Oklahoma.  It constitutes the entire agreement among the
     parties.  Should any provision of this Agreement be unenforceable or
     prohibited by an applicable law, this Agreement shall be considered
     divisible as to such provision which shall be inoperative, and the
     remainder of this Agreement shall be valid and binding as though such
     provision were not included herein.  All amendments hereto shall be in
     writing and be valid only if executed by both parties.

9.   Notice.  Any and all notices to be required or permitted to be in
writing and shall be delivered to the party to receive the same by U.S.
certified mail, return receipt requested, addressed to the following:

          Company:       LSB Industries, Inc.
                         P.O. Box 754
                         Oklahoma City, OK  73101

          Golsen:        Jack E. Golsen
                         1299 Glenbrook Terrace
                         Oklahoma City, OK  73116

or to such other address as a party shall from time to time advise the other
party.  Any notice given under this Agreement shall be effective, if sent by
mail, on the date of placing the same in the United States mail, the date of
such delivery.

     On behalf of LSB Industries, Inc., the Compensation Committee of the
Board of Directors of the Company approved this Agreement on the 21st day of
March, 1996, and the Board of Directors of the Company approved this Agreement
and the execution, delivery and performance of this Agreement by the Company
on the 21st day of March, 1996.  This Agreement is executed and effective on
this 21st day of March, 1996.

                              LSB INDUSTRIES, INC.



                              By: _______________________________
                              Title: Senior Vice President
                                        

     I hereby agree to this Agreement effective this _____ day of
_____________, 1996.


                              ___________________________________
                              Jack E. Golsen


2\hbgc\jgolsen2.321

L&S AUTOMOTIVE PRODUCTS CO. (LETTERHEAD)                      EXHIBIT 10.28







January 12, 1996




ZVL-LSA
Slovakia

In connection with purchase orders opened to you for bearings under prior
agreements with you, L&S Automotive will be required to purchase only
quantities of bearings each year that it can sell in its normal course of
business.  L&S will, however, use its resources to endeavor to increase the
volumes of bearings that you sell through direct sales to OEM customers.  Of
course, ZVL-LSA must maintain acceptable quality required by the market.

                              L&S Bearing

                              By:/s/Jack E. Golsen                  
                                   Jack E. Golsen, Chairman



                              Agreed to by ZVL-LSA Slovakia



                              By:/s/Maria Florkova                  
                                   Maria Florkova, General Director



                          L&S AUTOMOTIVE PRODUCTS CO. (LETTERHEAD)







January 12, 1996




ZVL-LSA
Slovakia

In consideration for conversion of the debt owed to L&S Automotive being
converted to capital (equity), ZVL-LSA agrees that L&S will not be required by
past or present agreements to purchase greater quantities of bearings each
year than it can sell in its normal course of business.



Sincerely,

/s/ Jack E. Golsen

Jack E. Golsen
Board Chairman

                              Agreed to by ZVL-LSA


                              By:/s/Maria Florkova
                              Maria Florkova, General Director

LSB INDUSTRIES, INC. Exhibit 11.1 Page 1 of 6 PRIMARY EARNINGS PER SHARE COMPUTATION 1995 quarter ended ------------------------------------------------- March 31 June 30 Sept. 30 Dec. 31 -------- ------- -------- ------- Shares for primary earnings per share: Weighted average shares: Common shares outstanding from beginning of period 13,060,566 13,045,912 12,941,097 12,935,117 Common shares issued on conversion of redeemable preferred stock; calculated on weighted average basis 180 - 10 440 Common shares issued upon exercise of employee or director stock options; calculated on weighted average basis - 96,692 3,326 - Purchases of treasury stock; calculated on weighted average basis (13,950) (146,176) (3,826) (18,536) ---------- ---------- ---------- ---------- 13,046,796 12,996,428 12,940,607 12,917,021 Common Stock equivalents: Shares issuable upon exercise of options and warrants (including the weighted average for shares subject to options and warrants granted during the period) 823,140 817,448 - - Assumed repurchase of outstanding shares up to the 20% limitation (based on average market price for the period) (317,680) (393,498) - - Common shares issuable on conversion of redeemable preferred stock, excluding shares included above on actual conversion - 63,520 - - ---------- ---------- ---------- ---------- 505,460 487,470 - - ---------- ---------- ---------- ---------- 13,552,256 13,483,898 12,940,607 12,917,021 ========== ========== ========== ========== Earnings (loss) for primary earnings (loss) per share: Net earnings (loss) $ 1,448,092 $ 1,502,431 $(1,800,236) $(4,881,860) Dividends on cumulative preferred stocks (75,880) (60,000) (60,000) (60,000) Dividends on Convertible, exchangeable Class C preferred stock (6.5% annually) (743,437) (743,437) (743,437) (743,437) ---------- ---------- ---------- ---------- Earnings (loss) applicable to common stock $ 628,775 $ 698,994 $(2,603,673) $(5,685,297) ========== ========== ========== ========== Earnings (loss) per share $ .05 $ .05 $(.20) $(.44) ===== ===== ===== =====
LSB INDUSTRIES, INC. Exhibit 11.1 Page 2 of 6 PRIMARY EARNINGS PER SHARE COMPUTATION Year ended December 31, 1995 ----------------- Net loss applicable to common stock $(6,961,201) ========== Weighted average number of common and common equivalent shares (average of four quarters above) 13,223,445 ========== Loss per share $(.53) =====
LSB INDUSTRIES, INC. Exhibit 11.1 Page 3 of 6 FULLY DILUTED EARNINGS PER SHARE COMPUTATION 1995 quarter ended ---------------------------------------------- March 31 June 30 Sept. 30 Dec. 31 -------- ------- -------- ------- Shares for fully diluted earnings per share: Weighted average shares outstanding for primary earnings per share 13,046,796 12,996,428 12,940,607 12,917,021 Shares issuable upon exercise of options and warrants 823,140 817,448 - - Assumed repurchase of outstanding shares up to the 20% limitation (based on ending market price for the quarter if greater than the average) (300,737) (380,135) - - Common shares issuable on conversion of redeemable preferred stock, excluding shares included above on actual conversion - 63,520 - - Common shares issuable upon conversion of convertible note payable 4,000 4,000 - - Common shares issuable upon conversion of convertible preferred stock, if dilutive, from date of issue: Series B - - - - Series 2 - - - - ---------- ---------- ---------- ---------- 13,573,199 13,501,261 12,940,607 12,917,021 ========== ========== ========== ========== Earnings (loss) for fully diluted earnings (loss) per share: Net earnings (loss) $ 1,448,092 $ 1,502,431 $(1,800,236) $(4,881,860) Interest on convertible note 180 180 - - Dividends on cumulative convertible preferred stocks: Series B (75,880) (60,000) (60,000) (60,000) Series 2 Class C (743,437) (743,437) (743,437) (743,437) ---------- ---------- ---------- ---------- Earnings (loss) applicable to common Stock $ 628,955 $ 699,174 $(2,603,673) $(5,685,297) ========== ========== ========== ========== Earnings (loss) per share $ .05 $ .05 $(.20) $(.44) ===== ===== ===== ===== Year ended December 31, 1995 ----------------- Net loss applicable to common stock $(6,960,841) ========== Weighted average number of common and common equivalent shares (average of four quarters above) 13,233,022 ========== Loss per share $(.53) =====
LSB INDUSTRIES, INC. Exhibit 11.1 Page 4 of 6 PRIMARY EARNINGS PER SHARE COMPUTATION 1994 quarter ended -------------------------------------------------- March 31 June 30 Sept. 30 Dec. 31 -------- ------- -------- ------- Shares for primary earnings per share: Weighted average shares: Common shares outstanding from beginning of period 13,673,971 13,659,691 13,555,191 13,214,701 Common shares issued on conversion of redeemable preferred stock; calculated on weighted average basis 360 - 180 260 Common shares issued upon exercise of employee or director stock options; calculated on weighted average basis 6,833 24,846 2,549 283 Purchases of treasury stock; calculated on weighted average basis (20,000) (29,176) (102,599) (118,796) ---------- ---------- ---------- ---------- 13,661,164 13,655,361 13,455,321 13,096,448 Common Stock equivalents: Shares issuable upon exercise of options and warrants (including the weighted average for shares subject to options and warrants granted during the period) 934,807 877,794 - - Assumed repurchase of outstanding shares up to the 20% limitation (based on average market price for the period) (247,510) (238,754) - - Common shares issuable on conversion of redeemable preferred stock, excluding shares included above on actual conversion 65,120 64,760 - - ---------- ---------- ---------- ---------- 752,417 703,800 - - ---------- ---------- ---------- ---------- 14,413,581 14,359,161 13,455,321 13,096,448 ========== ========== ========== ========== Earnings (loss) for primary earnings (loss) per share: Net earnings (loss) $ 2,203,665 $27,254,968 $ (912,514) $(4,078,630) Dividends on cumulative convertible preferred stocks: Series B (76,145) (60,000) (60,000) (60,000) Series 2 Class C (747,500) (747,500) (745,469) (738,531) ---------- ---------- ---------- ---------- Earnings (loss) applicable to common stock $ 1,380,020 $26,447,468 $(1,717,983) $(4,877,161) ========== ========== ========== ========== Earnings (loss) per share $ .10 $1.84 $(.13) $(.37) ===== ===== ===== =====
LSB INDUSTRIES, INC. Exhibit 11.1 Page 5 of 6 PRIMARY EARNINGS PER SHARE COMPUTATION Year ended December 31, 1994 ----------------- Net earnings applicable to common stock $21,232,344 ========== Weighted average number of common and common equivalent shares (average of four quarters above) 13,831,128 ========== Earnings per share $1.54 =====
LSB INDUSTRIES, INC. Exhibit 11.1 Page 6 of 6 FULLY DILUTED EARNINGS PER SHARE COMPUTATION 1994 quarter ended ----------------------------------------------------- March 31 June 30 Sept. 30 Dec. 31 -------- ------- -------- ------- Shares for fully diluted earnings per share: Weighted average shares outstanding for primary earnings per share 13,661,164 13,655,361 13,455,321 13,096,448 Shares issuable upon exercise of options and warrants 934,807 877,794 - - Assumed repurchase of outstanding shares up to the 20% limitation (based on ending market price for the quarter if greater than the average) (247,510) (238,754) - - Common shares issuable on conversion of redeemable preferred stock, excluding shares included above on actual conversion 65,120 64,760 - - Common shares issuable upon conversion of convertible note payable 4,000 4,000 - - Common shares issuable upon conversion of convertible preferred stock, if dilutive, from date of issue: Series B 666,666 666,666 - - Series 2 - 3,956,000 - - ---------- ---------- ---------- ---------- 15,084,247 18,985,827 13,455,321 13,096,448 ========== ========== ========== ========== Earnings (loss) for fully diluted earnings (loss) per share: Net earnings (loss) $ 2,203,665 $27,254,968 $ (912,514) $(4,078,630) Interest on convertible note 180 180 - - Dividends on cumulative convertible preferred stocks: Series B - - (60,000) (60,000) Series 2 Class C (747,500) - (745,469) (738,531) ---------- ---------- ---------- ---------- Earnings (loss) applicable to common Stock $ 1,456,345 $27,255,148 $(1,717,983) $(4,877,161) ========== ========== ========== ========== Earnings (loss) per share $ .10 $1.44 $(.13) $(.37) ===== ===== ===== =====
Year ended December 31, 1994 ----------------- Net earnings applicable to common stock $22,116,349 ========== Weighted average number of common and common equivalent shares (average of four quarters above) 15,155,461 ========== Earnings per share $1.46 ===== sec/10k/tk94x11.wpe
                           LSB Industries, Inc.                EXHIBIT 22.1
                            Subsidiary Listing
                         Revised November 1, 1995


LSB INDUSTRIES, INC.

     Prime Financial Corporation
          Tower IV Corporation (formerly known as LSB Leasing
            Corp.)
          Northwest Financial Corporation
          Northwest Capital Corporation
          Northwest Energy Enterprises, Inc.
          Tower Land Development Corp.

     LSB Holdings, Inc.
          LSB Nitrogen Corporation (formerly known as 
            LSB Import Corp.)
          LSB South America Corporation
          LSB-Europa Limited
            Climate Mate, Inc.
          Equipos Climatec S.A. de C.V. (97% stock ownership)
          LSB Indonesia Corporation (formerly known as LSB
            Corporation)
          Summit Machine Tool Inc. Corp.
               Saffron Corporation
               Explosives Equipment Corp.
                    Clipmate Corporation (20% held by Waldock
                    and Starrett)
               Equipos Climatec S.A. de C.V. (1% stock ownership)
          LSB International Corp.
               Equipos Climatec S.A. de C.V. (1% stock ownership)
          L&S Automotive Technologies, Inc. (formerly known as
            L&S Automotive Products Co.)
          Climatex, Inc.
          Total Energy Systems Limited
               Total Energy Systems (NZ) Ltd.
          LSB Financial Corp.
               Equipos Climatec S.A. de C.V. (1% stock ownership)
          Aerobit Industries, Limited (7.98% held by Horovitz and
            Landsome) 
          Climate Master International Limited
          The Environmental Group International Limited
          ROL-BIT Ltd. (5% held by Horovitz)


CHEMICAL BUSINESS

     LSB Chemical Corp.
          El Dorado Chemical Company
               Slurry Explosive Corporation
          DSN Corporation
          Universal Tech Corporation
AUTOMOTIVE PRODUCTS BUSINESS

     L&S Bearing Co.
     L&S Automotive Products Co. (formerly known as LSB Bearing
          Corp.)
          International Bearings, Inc.
     LSB Extrusion Co.
     Rotex Corporation
     Tribonetics Corporation


INDUSTRIAL PRODUCTS BUSINESS

     Summit Machine Tool Systems, Inc.
     Summit Machine Tool Manufacturing Corp.
     Hercules Energy Mfg. Corporation
          Morey Machinery Manufacturing Corporation (formerly 
            known as Fertilizer Equipment Corp.) (10% held by
            Jonathon Morey)

ENVIRONMENTAL BUSINESS

     The Environmental Group, Inc.
     International Environmental Corporation
     Climate Master, Inc.
     CHP Corporation
          Koax Corp.
     APR Corporation


1\entities\lsb_7.sub
                      Consent of Independent Auditors          Exhibit 23.1


We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33-8302) pertaining to the 1981 and 1986 incentive Stock Option
Plans of LSB Industries, Inc. and the Registration Statement (Form S-3, No.
33-69800) and related Prospectus of LSB Industries, Inc. of our report dated
February 26, 1996, with respect to the consolidated financial statements and
schedule of LSB Industries, Inc. included in the Annual Report (Form 10-K) for
the year ended December 31, 1995.


                              ERNST & YOUNG LLP

Oklahoma City, Oklahoma
April 9, 1996
 

5 0000060714 LSB INDUSTRIES, INC. 1,000 YEAR DEC-31-1995 DEC-31-1995 1,420 0 43,975 2,584 66,265 117,344 152,730 66,460 238,176 53,096 103,355 1,476 149 48,000 53,330 238,176 267,391 274,115 210,328 210,328 0 0 10,131 (3,582) 150 (3,732) 0 0 0 (3,732) (.53) (.53)