FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI PARTNERS LP A Delaware Limited Partnership Dated as of October 9, 2013OCI Partners LP • October 15th, 2013 • Chemicals & allied products • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI PARTNERS LP, dated as of October 9, 2013, is entered into by and between OCI GP LLC, a Delaware limited liability company, as the General Partner, and OCI USA INC., a Delaware corporation, as the Organizational Limited Partner, 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:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 15th, 2013 • OCI Partners LP • Chemicals & allied products
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of October 9, 2013 (this “Agreement”), is by and among OCI Partners LP, a Delaware limited partnership (the “Partnership”), OCI GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), OCI USA INC., a Delaware corporation (“OCI USA”), and OCI Beaumont LLC, a Texas limited liability company (the “Operating Company”) (each, a “Party” and, collectively, the “Parties”).
OMNIBUS AGREEMENTOmnibus Agreement • October 15th, 2013 • OCI Partners LP • Chemicals & allied products • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between OCI N.V., a Netherlands public limited liability company (a Naamloze Vennootschap) (“OCI”), OCI USA Inc., a Delaware corporation (“OCI USA”), OCI Partners LP, a Delaware limited partnership (the “Partnership”), OCI GP LLC, a Delaware limited liability company (the “General Partner”), and OCI Beaumont LLC, a Texas limited liability company (the “Operating Company”).
