Note 7: Long-Term Debt

Our revolving credit facility and long-term debt consists of the following:

	September 30,			December 31,
	2016			2015
	(In Thousands)
Working Capital Revolver Loan, with a current interest rate of 4% (A)	$	—		$	—
Senior Secured Notes due 2019 (B)		425,000			425,000
12% Senior Secured Notes due 2019 (B)		50,000			50,000
Secured Promissory Note due 2017, with a current interest rate of 3.84% (C)		8,392			15,856
Secured Promissory Note due 2019, with a current interest rate of 5.73% (D)		9,417			—
Secured Promissory Note due 2021, with a current interest rate of 5.25% (E)		15,000			16,189
Secured Promissory Note due 2023, with a current interest rate of 4.77% (F)		19,140			15,000
Other, with a current weighted-average interest rate of 4.6%, most of which is secured primarily by machinery and equipment		4,799			7,103
Unamortized discount and debt issuance costs		(12,163	)		(8,726	)
		519,585			520,422
Less current portion of long-term debt, net		110,495			22,468
Long-term debt due after one year, net	$	409,090		$	497,954

(A) Our revolving credit facility (the “Working Capital Revolver Loan”), which matures on April 13, 2018, provides advances up to $100 million, based on specific percentages of eligible accounts receivable and inventories and up to $15 million of letters of credit, the outstanding amount of which reduces the available for borrowing under the Working Capital Revolver Loan. At September 30, 2016, our available borrowings under our Working Capital Revolver Loan were approximately $22.6 million, based on our eligible collateral, less outstanding letters of credit.

(B) In September 2016, we completed the consent solicitation initiated in August 2016 (the “Consent Solicitation”) to effect certain amendments (the “Amendments”) to the Indenture, dated as of August 7, 2013 (the “Original 7.75% Indenture”), pursuant to which we issued the $425 million 7.75% Senior Secured Notes due 2019 (the “Senior Secured Notes”). In connection with the Consent Solicitation, we entered into the First Supplemental Indenture, dated as of September 7, 2016 (the “Supplemental Indenture”) to the Original 7.75% Indenture. Among other things, the Amendments contained in the Supplemental Indenture allowed us to redeem a portion of the Series E Redeemable Preferred as discussed in Note 11 and allows us to:

•

redeem all outstanding $50 million in aggregate principal amount of our 12% Senior Secured Notes due 2019 (the “12% Senior Secured Notes”), at a redemption price of 106% (original redemption price) of the principal amount thereof plus accrued and unpaid interest to the redemption date (the “12% Notes Redemption”), with the net proceeds of the sale of the Climate Control Business and

•

redeem $50 million in aggregate principal amount of the Senior Secured Notes, at a redemption price of 103.875% (original redemption price) of the principal amount thereof plus accrued and unpaid interest to the redemption date, with the net proceeds of the sale of the Climate Control Business (the “7.75% Notes Redemption”).

Note 7: Long-Term Debt (continued)

In addition, we agreed to prohibitions on our ability to incur future pari passu indebtedness in excess of $25 million (decreased from $50 million) in aggregate principal amount at any time outstanding using the “general debt” basket and the “general liens” basket under the Supplemental Indenture. Pursuant to the Supplemental Indenture, the interest rate applicable to all Senior Secured Notes outstanding ($375 million) after the consummation of the 7.75% Notes Redemption, with retroactive effect to August 1, 2016, will automatically be increased to 8.5% per annum. As a result of the interest rate increase, we recognized an additional $0.5 million of interest expense in the third quarter of 2016. At September 30, 2016, our current portion of long-term debt includes approximately $96.2 million (net of unamortized discount and debt issuance costs) related to 7.75% and 12% Notes Redemptions discussed in Note 14 – Subsequent Event, since we anticipated repaying a portion of our long-term debt within the next 12 months.

For financial reporting purposes, the above transaction is a non-substantial debt modification. As a result, the consent fee of approximately $5.4 million (equal to $13.25 per $1,000 principal amount of Senior Secured Notes for which a consent had been validly delivered) paid to the holders of the Senior Secured Notes was deferred and included in debt issuance costs and is being amortized over the remaining term of the Senior Secured Notes. In addition, we incurred other fees of approximately $1.4 million for services performed by third parties, which fees were expensed and included in interest expense in the third quarter of 2016.

(C) On April 1, 2016, Zena Energy L.L.C., one of our subsidiaries, entered into the second amended and restated note (the “Amended Note”) with its original lender. Principal and interest are payable in 20 monthly installments with the first installment made on May 1^st. Interest is based on the LIBOR rate plus 300 basis points and the terms of which were not changed by this amendment. The Amended Note matures on December 1, 2017. The Amended Note continues to be secured by certain working interests and related properties and proceeds.

(D) On February 5, 2016, El Dorado Chemical Company (“EDC”), one of our subsidiaries, entered into a secured promissory note (the “Secured Promissory Note due 2019”) for an original principal amount of $10 million that matures on June 29, 2019. Principal and interest are payable in 40 equal monthly installments with a final balloon payment of approximately $6.7 million. The Secured Promissory Note due 2019 is secured by the cogeneration facility equipment and is guaranteed by LSB.

(E) EDC’s Secured Promissory Note due 2021 matures on March 26, 2021. This note required interest only monthly payments for the first 12 months of the term (through April 2016) and then principal and interest monthly payments through the remaining term. This note is secured by a natural gas pipeline constructed at the El Dorado Facility and is guaranteed by LSB.

(F) On September 16, 2015, El Dorado Ammonia L.L.C. (“EDA”), one of our subsidiaries, entered into a secured promissory note (the “Secured Promissory Note due 2023”) for the construction financing of an ammonia storage tank and related systems with an initial funding received of $15 million and a maximum principal note amount of $19.8 million. On May 13, 2016 (the “Loan Conversion Date”), the remainder of the funding of $4.8 million was drawn and the outstanding principal balance of $19.8 million was converted to a seven year secured term loan requiring 83 equal monthly principal and interest payments with a final balloon payment of approximately $6.1 million. This Note bears interest at a rate that is based on the monthly LIBOR rate plus 4.25% and matures in May 2023. The Secured Promissory Note is secured by the ammonia storage tank and related systems and is guaranteed by LSB.