OCI Resources LP Sample Contracts

Ciner Resources LP – CREDIT AGREEMENT Dated as of August 1, 2017 among CINER RESOURCES LP, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: BANK OF AMERICA MERRILL LYNCH and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (August 1st, 2017)

This CREDIT AGREEMENT is entered into as of August 1, 2017 among CINER RESOURCES LP, a Delaware limited partnership (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.

Ciner Resources LP – CREDIT AGREEMENT Dated as of August 1, 2017 among CINER WYOMING LLC, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: BANK OF AMERICA MERRILL LYNCH and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (August 1st, 2017)

This CREDIT AGREEMENT is entered into as of August 1, 2017 among CINER WYOMING LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.

Ciner Resources LP – FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CINER RESOURCES LP (May 2nd, 2017)

This Amendment No. 3 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (the “Partnership”), dated as of September 18, 2013 (as amended by Amendment No. 1 thereto, dated as of May 2, 2014, as further amended by Amendment No. 2 thereto, dated as of November 5, 2015, the “Partnership Agreement”) is hereby adopted effective as of April 28, 2017 by Ciner Resource Partners LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Partnership Agreement. Each reference to “hereof,” ‘herein,” “hereunder,” “hereby” and “this Agreement” in the Partnership Agreement shall, from and after the effective date of this Amendment, refer to the Partnership Agreement as amended by this Amendment.

Ciner Resources LP – SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO NOTES, FIRST AMENDMENT TO SECURITY AGREEMENT AND FIRST AMENDMENT TO FEE LETTER (May 25th, 2016)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO NOTES, FIRST AMENDMENT TO SECURITY AGREEMENT AND FIRST AMENDMENT TO FEE LETTER (this “Amendment”), dated as of May 25, 2016, with respect to that certain Credit Agreement referenced below, is by and among CINER RESOURCES LP, a Delaware limited partnership (formerly known as OCI Resources LP) (the “Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Ciner Resources LP – SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO NOTES AND FIRST AMENDMENT TO FEE LETTER (May 25th, 2016)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO NOTES AND FIRST AMENDMENT TO FEE LETTER (this “Amendment”), dated as of May 25, 2016, with respect to that certain Credit Agreement referenced below, is by and among CINER WYOMING LLC, a Delaware limited liability company (formerly known as OCI Wyoming LLC) (the “Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Ciner Resources LP – AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF (March 11th, 2016)

This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Agreement of OCI Wyoming LLC (the “Company”), dated as of June 30, 2014 (the “LLC Agreement”) is hereby adopted effective as of the date hereof by the board of managers of the Company (the “Board”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the LLC Agreement. Each reference to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” in the LLC Agreement shall, from and after the effective date of this Amendment, refer to the LLC Agreement as amended by this Amendment.

OCI Resources LP – AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF (November 5th, 2015)

This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of OCI Resources LP (the “Partnership”), dated as of September 18, 2013 (as amended by Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of the Partnership on May 2, 2014, (the “Partnership Agreement”) is hereby adopted effective as of the date hereof by OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Partnership Agreement. Each reference to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” in the Partnership Agreement shall, from and after the effective date of this Amendment, refer to the Partnership Agreement as amended by this Amendment.

OCI Resources LP – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF OCI RESOURCES LP (November 5th, 2015)

OCI Resources LP, a limited partnership duly organized and existing under the Revised Uniform Limited Partnership Act of the State of Delaware (the “Partnership”), does hereby certify on this 2nd day of November, 2015 that:

OCI Resources LP – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF FORMATION OF OCI RESOURCE PARTNERS LLC (November 5th, 2015)

OCI Resource Partners LLC, a limited liability company duly organized and existing under the Limited Liability Company Act of the State of Delaware (the “Company”), does hereby certify on this 2nd day of November, 2015 that:

OCI Resources LP – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF (November 5th, 2015)

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of OCI Resource Partners LLC (the “Company”), dated as of September 18, 2013 (the “LLC Agreement”) is hereby adopted effective as of the date hereof by OCI Wyoming Holding Co., a Delaware corporation (the “Sole Member”), as the sole member of the Company. Capitalized terms used but not defined herein have the respective meanings given to such terms in the LLC Agreement. Each reference to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” in the LLC Agreement shall, from and after the effective date of this Amendment, refer to the LLC Agreement as amended by this Amendment.

OCI Resources LP – OCI INDEMNIFICATION AGREEMENT by and among OCI ENTERPRISES INC., OCI RESOURCE PARTNERS LLC and OCI RESOURCES LP (October 26th, 2015)

This OCI INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into on, and effective as of, October 23, 2015 (the “Effective Date”) by and among OCI Enterprises Inc., a Delaware corporation (the “Sponsor”), OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), and OCI Resources LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

OCI Resources LP – TRADEMARK LICENSE AGREEMENT (October 26th, 2015)

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of October 23, 2015 (“Effective Date”), is entered into by and between Park Holding A.S., a joint stock company established in Istanbul, the Republic of Turkey (“Licensor”), on the one hand; and Ciner Enterprises, Inc., a Delaware corporation (“Ciner Enterprises”), OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”), OCI Wyoming Holding Co., a Delaware corporation, OCI Resource Partners LLC, a Delaware limited liability company, OCI Resources LP, a Delaware limited partnership and OCI Wyoming LLC, a Delaware limited liability company (collectively, “Licensee”), on the other hand (collectively, the “Parties,” or individually, a “Party”).

OCI Resources LP – SERVICES AGREEMENT by and among OCI CHEMICAL CORPORATION, OCI RESOURCE PARTNERS LLC and OCI RESOURCES LP (October 26th, 2015)

This SERVICES AGREEMENT (the “Agreement”) is entered into on, and effective as of, the Effective Date by and among OCI Chemical Corporation, a Delaware corporation (the “Sponsor”), OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), and OCI Resources LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

OCI Resources LP – OCI Resources LP 2 Disclaimer • Cautionary Note Regarding Forward-Looking Statements. This document contains “forward-looking” statements. You should not place undue reliance on these statements. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “seek”, “will”, “may” or similar expressions that are predictions of or indicate future events or trends. These statements are base (August 3rd, 2015)
OCI Resources LP – OCI ENTERPRISES INC. SIGNS DEFINITIVE AGREEMENT TO SELL GENERAL PARTNER AND LIMITED PARTNER INTERESTS IN OCI RESOURCES LP TO PARK HOLDING A.S. OF CINER GROUP (July 20th, 2015)

Atlanta, Ga. (July 20, 2015)- OCI Enterprises Inc., the North American subsidiary of OCI Company Ltd. (“OCI”) of Seoul, Korea, has signed a definitive agreement to sell its approximately 73% limited partner interest in OCI Resources LP (NYSE: OCIR) (“OCI Resources” or the “Partnership”), as well as its 2% general partner interest and related incentive distribution rights, to Park Holding A.S., a subsidiary of Ciner Group of Istanbul, Turkey.

OCI Resources LP – UNDER THE OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN (April 2nd, 2015)

This Award Agreement (the “Agreement”), made as of the Xth day of Y, 2015, by OCI Resource Partners LLC, a Delaware limited liability company (the “Company”), to «Name» (“Participant”), is made pursuant to and subject to the provisions of the Company’s 2013 Long-Term Incentive Plan, as amended (the “Plan”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Plan. The terms of the Plan are hereby incorporated into this Agreement by reference.

OCI Resources LP – FIRST AMENDMENT TO CREDIT AGREEMENT (November 4th, 2014)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2014, with respect to that certain Credit Agreement referenced below, is by and among OCI RESOURCES LP, a Delaware limited partnership (the “Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

OCI Resources LP – OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN DIRECTOR UNIT AGREEMENT (November 4th, 2014)

Pursuant to this Director Unit Agreement, dated effective as of [ ] (this “Agreement”), OCI Resource Partners LLC (the “Company”), as the general partner of OCI Resources LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following Award of Common Units pursuant and subject to the terms and conditions of this Agreement and the OCI Resource Partners LLC 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

OCI Resources LP – FIRST AMENDMENT TO CREDIT AGREEMENT (November 4th, 2014)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2014, with respect to that certain Credit Agreement referenced below, is by and among OCI WYOMING LLC, a Delaware limited liability company (formerly known as OCI Wyoming, L.P.) (the “Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

OCI Resources LP – UNDER THE OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN (August 6th, 2014)

This Award Agreement (the “Agreement”), made as of the Xth day of Y, 2014, by OCI Resource Partners LLC, a Delaware limited liability company (the “Company”), to «Name» (“Participant”), is made pursuant to and subject to the provisions of the Company’s 2013 Long-Term Incentive Plan, as amended (the “Plan”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Plan. The terms of the Plan are hereby incorporated into this Agreement by reference.

OCI Resources LP – FORM OF RESTRICTED UNIT AWARD AGREEMENT (July 2nd, 2014)

Pursuant to this Restricted Unit Award Agreement (this “Agreement”), dated as of [            ] (the “Date of Grant”), in consideration of the Participant’s agreement to provide or to continue providing services to the Partnership Entities (as defined below), OCI Resource Partners LLC (the “Company”), as the general partner of OCI Resources LP (the “Partnership” and together with its subsidiaries, the Company and any Parent (as defined in the Plan), the “Partnership Entities”), hereby grants to [            ] (the “Participant”) the following Award of Restricted Units pursuant and subject to the terms and conditions of this Agreement and the OCI Resource Partners LLC 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference.

OCI Resources LP – LIMITED LIABILITY COMPANY AGREEMENT OF OCI WYOMING LLC, (July 2nd, 2014)

This LIMITED LIABILITY COMPANY AGREEMENT is entered into by and between OCI RESOURCES LP (“OCI”), a Delaware limited partnership, and NRP TRONA LLC (“NRP TRONA”), a Delaware limited liability company, together with any other Persons who become Members of the Company as provided herein.

OCI Resources LP – OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN FORM OF DIRECTOR UNIT AGREEMENT (May 8th, 2014)

Pursuant to this Director Unit Agreement, dated effective as of [ ] (this “Agreement”), OCI Resource Partners LLC (the “Company”), as the general partner of OCI Resources LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following Award of Common Units pursuant and subject to the terms and conditions of this Agreement and the OCI Resource Partners LLC 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

OCI Resources LP – FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP (May 7th, 2014)

This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of OCI Resources LP (the “Partnership”), dated as of September 18, 2013 (the “Partnership Agreement”) is hereby adopted effective as of May 2, 2014 by OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Partnership Agreement. Each reference to “hereof,” ‘herein,” “hereunder,” “hereby” and “this Agreement” in the Partnership Agreement shall, from and after the effective date of this Amendment, refer to the Partnership Agreement as amended by this Amendment.

OCI Resources LP – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCI RESOURCE PARTNERS LLC A Delaware Limited Liability Company Dated as of September 18, 2013 (September 18th, 2013)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OCI RESOURCE PARTNERS LLC (the “Company”), dated as of  September 18, 2013, is adopted, executed and agreed to by OCI Wyoming Holding Co., a Delaware corporation, as the sole member of the Company (in such capacity, the “Sole Member”).

OCI Resources LP – OCI RESOURCES LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (September 18th, 2013)
OCI Resources LP – FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP A Delaware Limited Partnership Dated as of September 18, 2013 (September 18th, 2013)

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP dated as of September 18, 2013, is entered into by and between OCI Resource Partners LLC, a Delaware limited liability company, as the General Partner, and OCI Wyoming Holding Co., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

OCI Resources LP – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (September 18th, 2013)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of September 18, 2013 (this “Agreement”), is by and among OCI Wyoming Co., a Delaware corporation (the “Contributor”), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the “General Partner”) of OCI Resources LP, a Delaware limited partnership (“OCI MLP”), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (“OCI Holding”), and OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”).

OCI Resources LP – THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI WYOMING, L.P., A DELAWARE LIMITED PARTNERSHIP Dated as of September 18, 2013 By and between OCI RESOURCES LP AND NRP TRONA LLC (September 18th, 2013)

This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into by and between OCI RESOURCES LP (“OCI”), a Delaware limited partnership, as a General Partner and a Limited Partner, and NRP TRONA LLC (“NRP TRONA”), a Delaware limited liability company, as a General Partner and a Limited Partner, together with any other Persons who become Partners in the Partnership as provided herein.

OCI Resources LP – OMNIBUS AGREEMENT by and among OCI ENTERPRISES INC., OCI RESOURCE PARTNERS LLC and OCI RESOURCES LP (September 18th, 2013)

This OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among OCI Enterprises Inc., a Delaware corporation (the “Sponsor”), OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), and OCI Resources LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

OCI Resources LP – OCI RESOURCES LP [·] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (September 3rd, 2013)
OCI Resources LP – OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN Adopted by the Board of Directors July 25, 2013 (September 3rd, 2013)
OCI Resources LP – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (August 9th, 2013)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [      ], 2013 (this “Agreement”), is by and among OCI Wyoming Co., a Delaware corporation (the “Contributor”), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the “General Partner”) of OCI Resources LP, a Delaware limited partnership (“OCI MLP”), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (“OCI Holding”), and OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”).

OCI Resources LP – OMNIBUS AGREEMENT by and among OCI ENTERPRISES INC., OCI RESOURCE PARTNERS LLC and OCI RESOURCES LP (August 9th, 2013)

This OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among OCI Enterprises Inc., a Delaware corporation (the “Sponsor”), OCI Resource Partners LLC, a Delaware limited liability company (the “General Partner”), and OCI Resources LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

OCI Resources LP – OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN Adopted by the Board of Directors , 2013 (August 1st, 2013)