EX-10.4



 Exhibit 10.4 

JOINDER AGREEMENT TO INTERCREDITOR AGREEMENT 

November 9, 2015 
 The
undersigned, together with its successors and assigns (the “Purchaser”), in connection with the 12.0% Senior Secured Notes Due 2019 (the “12.0% Notes”) issued by LSB Industries, Inc., a Delaware corporation (the
“Company”), pursuant to that certain Note Purchase Agreement, dated as of November 9, 2015 (the “Note Purchase Agreement”), is the “Other Pari Passu Lien Obligations Agent” for itself and each other holder of the
12.0% Notes (collectively, the “New Claimholders”) wishing to become “Notes Claimholders” under and as each such term is defined in the Intercreditor Agreement dated as of August 7, 2013 (as amended and/or
supplemented from time to time, the “Intercreditor Agreement” (terms used without definition therein having the meanings assigned to such terms by the Intercreditor Agreement)) among the Company, the Company’s subsidiaries
party thereto, the ABL Agent thereunder and the Notes Agent thereunder. 
 In consideration of the foregoing, the undersigned hereby: 

 

	 	i.	represents that it has full power and authority to become a party to the Intercreditor Agreement on behalf of such New Claimholders and to act as Other Pari Passu Lien Obligations Agent on behalf of such New
Claimholders under the Note Purchase Agreement; 

  

	 	ii.	agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows: 


LSB FUNDING LLC 
 350 Park
Avenue, 14th Floor 
 New York, NY 10022 

Attn: Legal Department 
 with a
copy to (which shall not constitute notice): 
 Winston & Strawn LLP 

35 W. Wacker Drive 
 Chicago, IL
60601 
 Attention: Gregory J. Bynan 
  

	 	iii.	acknowledges that the Purchaser has received a copy of the Intercreditor Agreement; 

  

	 	iv.	acknowledges on behalf of itself and the other New Claimholders that the Obligations evidenced by the 12.0% Notes qualify as Other Pari Passu Lien Obligations and Notes Obligations for all purposes of the Intercreditor
Agreement; and 









	 	v.	accepts and acknowledges the terms of the Intercreditor Agreement applicable to the Purchaser and the other Notes Claimholders and agrees on its own behalf and on behalf of the New Claimholders to be bound by the terms
thereof applicable to holders of Notes Obligations, with all the rights, duties and obligations of the Notes Claimholders under the Intercreditor Agreement and to be bound by all the provisions thereof as fully as if they had been named as Notes
Claimholders on the effective date of the Intercreditor Agreement. 

 THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [intentionally left blank] 







 In witness whereof, the parties have caused this Joinder Agreement to be duly executed as of the date first
written above. 
  

			
	 LSB FUNDING LLC,
 as Other Pari
Passu Lien Obligations Agent

		
	By:	 	 /s/ Anthony D. Minella

	Name:	 	Anthony D. Minella
	Title:	 	Manager



  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 








 Acknowledged and Agreed: 

WELLS FARGO CAPITAL FINANCE, INC., as ABL Agent 
  

			
	By:	 	 /s/ Matt Mouledous

	Name:	 	Matt Mouledous
	Title:	 	VP
	
	UMB BANK, N.A., as Notes Agent
		
	By:	 	 /s/ Janet Lambert

	Name:	 	Janet Lambert
	Title:	 	Vice President


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 








 The Company and the Guarantors represent 

to the Purchaser, the Notes Agent and 
 the ABL Agent that the
12.0% Notes 
 meet the requirements to qualify as Other 
 Pari
Passu Lien Obligations under and as defined 
 in the Intercreditor Agreement 

and hereby acknowledges 
 and accepts this Joinder Agreement. 

 

			
	LSB INDUSTRIES, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	Interim CEO
	
	GUARANTORS:
	
	CEPOLK HOLDINGS, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President
	
	CHEMEX I CORP.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President
	
	CHEMICAL PROPERTIES L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	CHEMICAL TRANSPORT L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	CHEROKEE NITROGEN L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President
	
	CHEROKEE NITROGEN HOLDINGS, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	CLIMACOOL CORP.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	THE CLIMATE CONTROL GROUP, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	CLIMATECRAFT, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	CLIMATECRAFT TECHNOLOGIES, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	CLIMATE MASTER, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	CONSOLIDATED INDUSTRIES L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President
	
	EDC AG PRODUCTS COMPANY L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	EL DORADO ACID, L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	EL DORADO ACID II, L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	EL DORADO AMMONIA L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	EL DORADO CHEMICAL COMPANY
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President
	
	EL DORADO NITRIC L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	EL DORADO NITROGEN, L.P.
	By El Dorado Acid, L.L.C., its general partner
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	Executive Vice President
	
	INTERNATIONAL ENVIRONMENTAL CORPORATION
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	KOAX CORP.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	LSB CAPITAL L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	LSB CHEMICAL L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	LSB-EUROPA LIMITED
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	PRYOR CHEMICAL COMPANY
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	SUMMIT MACHINE TOOL MANUFACTURING L.L.C.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	THERMACLIME TECHNOLOGIES, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP
	
	TRISON CONSTRUCTION, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	EVP


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT] 









			
	XPEDIAIR, INC.
		
	By:	 	 /s/ Daniel D. Greenwell

	Name:	 	Daniel D. Greenwell
	Title:	 	President


  
 [SIGNATURE
PAGE TO JOINDER OF INTERCREDITOR AGREEMENT]