VIII Uses in Withholding Taxes Clause

Withholding Taxes from Amendment to Credit Agreement

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.

Withholding Taxes. For purposes of determining withholding Taxes imposed under FATCA, from and after the First Amendment Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans under this Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).(k) Section 8.11 of the Credit Agreement is hereby amended in its entirety to read as follows:Section 8.11 Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than (a) with respect to any fiscal quarter of the Borrower ending during the period from (and including) September 30, 2014 to (and including) December 31, 2015, 1.05:1.00 and (b) with respect to any fiscal quarter of the Borrower ending thereafter, 1.10:1.00.(l) A new Section 8.17 is hereby added to Article VIII of the Credit Agreement to read as follows:8.17 Consolidated Capital Expenditures. Commencing with the fiscal year ending December 31, 2014, permit Consolidated Capital Expenditures to exceed $50,000,000 in any fiscal year.(m) A new Section 10.12 is hereby added to Article X of the Credit Agreement to read as follows:10.12 Appointment of Borrower.Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

Withholding Taxes from Amendment to Credit Agreement

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.

Withholding Taxes. For purposes of determining withholding Taxes imposed under FATCA, from and after the First Amendment Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans under this Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).(k) Section 8.11(b) of the Credit Agreement is hereby amended in its entirety to read as follows: (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than (a) with respect to any fiscal quarter of the Borrower ending during the period from (and including) September 30, 2014 to (and including) December 31, 2015, 1.10:1.00 and (b) with respect to any fiscal quarter of the Borrower ending thereafter, 1.15:1.00.(l) A new Section 8.16 is hereby added to Article VIII of the Credit Agreement to read as follows:8.16 Consolidated Capital Expenditures. Commencing with the fiscal year ending December 31, 2014, permit Consolidated Capital Expenditures to exceed $50,000,000 in any fiscal year.(m) A new Section 10.12 is hereby added to Article X of the Credit Agreement to read as follows:10.12 Appointment of Borrower.Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.