CHAR1\1834980v7 CREDIT AGREEMENT Dated as of October 28, 2021 among CINER WYOMING LLC, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an...Credit Agreement • March 15th, 2022 • Sisecam Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP A Delaware Limited Partnership Dated as of September 18, 2013OCI Resources LP • September 18th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCI RESOURCE PARTNERS LLC A Delaware Limited Liability Company Dated as of September 18, 2013Limited Liability Company Agreement • September 18th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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”).
Sodium/Trona and Associated Mineral Salts Mining LeaseCiner Resources LP • March 9th, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INDENTURE OF LEASE, entered into by and between the STATE OF WYOMING acting by and through its Board of Land Commissioners, party of the first part, hereinafter called lessor, and Ciner Wyoming, LLC party of the second part, hereinafter called the lessee.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2014 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.
TR PERFORMANCE UNIT AWARDTr Performance Unit Award • April 2nd, 2015 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
OMNIBUS AGREEMENT by and among OCI ENTERPRISES INC., OCI RESOURCE PARTNERS LLC and OCI RESOURCES LPOmnibus Agreement • September 18th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.”
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 1, 2023 BY AND AMONG SISECAM CHEMICALS WYOMING LLC, SISECAM CHEMICALS NEWCO LLC, SISECAM RESOURCES LP, AND SISECAM RESOURCE PARTNERS LLCAgreement and Plan of Merger • February 1st, 2023 • Sisecam Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
LICENSE AGREEMENTLicense Agreement • July 8th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT, made and entered into this 18TH day of July, 1961, by and between UNION PACIFIC RAILROAD COMPANY, a Utah corporation (hereinafter called “Union Pacific”) and STAUFFER CHEMICAL COMPANY OF WYOMING, a Delaware corporation (hereinafter called “Licensee”),
OCI INDEMNIFICATION AGREEMENTOci Indemnification Agreement • October 26th, 2015 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.”
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP November 5, 2015Sisecam Resources LP • March 31st, 2023 • Mining & quarrying of nonmetallic minerals (no fuels)
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.
Form 3520-7 UNITED STATES FORM APPROVEDOCI Resources LP • July 8th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels)
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2020 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of February 28, 2020 is by and among CINER WYOMING LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party hereto (together with the Borrower, the “Loan Parties”), the Lenders identified on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
CHAR1\1852742v7 transfer of direct or indirect ownership in the Borrower that causes Sisecam and/or the Specified Owners (individually or collectively) to cease at any time to have the ability to elect a majority of the board of directors, board of...Credit Agreement • March 15th, 2022 • Sisecam Resources LP • Mining & quarrying of nonmetallic minerals (no fuels)
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 LLCOCI Resources LP • September 18th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
Form 3520-7 UNITED STATES FORM APPROVEDOCI Resources LP • July 8th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels)
OCI RESOURCES LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among OCI Enterprises Inc., OCI Chemical Corporation, OCI Wyoming Holding Co., OCI Wyoming Co., OCI Resource Partners LLC, OCI Resources LP (the “Partnership”) and you, as Representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (“Common Units”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement.
OCI RESOURCE PARTNERS LLC DIRECTOR UNIT AGREEMENTDirector Unit Agreement • November 4th, 2014 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • November 5th, 2015 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 26th, 2015 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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”).
Joint Filing AgreementJoint Filing Agreement • February 27th, 2018 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels)
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
METALLIC AND NON-METALLIC ROCKS AND MINERALS Sodium/Trona Mining LeaseCiner Resources LP • March 9th, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INDENTURE OF LEASE, entered into by and between the STATE OF WYOMING acting by and through its Board of Land Commissioners, party of the first part, hereinafter called lessor, and Ciner Wyoming, LLC party of the second part, hereinafter called the lessee.
Sodium/Trona and Associated Mineral Salts Mining LeaseCiner Resources LP • March 9th, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INDENTURE OF LEASE, entered into by and between the STATE OF WYOMING acting by and through its Board of Land Commissioners, party of the first part, hereinafter called lessor, and Ciner Wyoming, LLC party of the second part, hereinafter called the lessee.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • July 22nd, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of July 18, 2013 (this “Agreement”), is by and between OCI Wyoming Holding Co., a Delaware corporation (the “Contributor”), and OCI Resources LP, a Delaware limited partnership (“OCI MLP”).
LIMITED LIABILITY COMPANY AGREEMENT OF OCI WYOMING LLC,Limited Liability Company Agreement • July 2nd, 2014 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
METALLIC AND NON-METALLIC ROCKS AND MINERALS Sodium/Trona and Associated Mineral Salts Mining LeaseOCI Resources LP • July 8th, 2013 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INDENTURE OF LEASE, entered into by and between the STATE OF WYOMING acting by and through its Board of Land Commissioners, party of the first part, hereinafter called lessor, and OCI Wyoming, LP, party of the second part, hereinafter called the lessee.
Sodium/Trona and Associated Mineral Salts Mining LeaseCiner Resources LP • March 9th, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INDENTURE OF LEASE, entered into by and between the STATE OF WYOMING acting by and through its Board of Land Commissioners, party of the first part, hereinafter called lessor, and Ciner Wyoming, LLC party of the second part, hereinafter called the lessee.
ContractStauffer Original • July 8th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT, made and entered into this 10th day March, 1961, by and among ROCK SPRINGS GRAZING ASSOCIATION, a Wyoming corporation (hereinafter called “Rock Springs”), UNION PACIFIC RAILROAD COMPANY, a Utah corporation (hereinafter called “Union Pacific”), and STAUFFER CHEMICAL COMPANY OF WYOMING, a Delaware corporation (hereinafter called “Stauffer”)
PERFORMANCE UNIT AWARD UNDER THE CINER RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN This Award Agreement (the “Agreement”), made as of the [DAY] day of [MONTH] 2019, by Ciner Resource Partners LLC, a Delaware limited liability company (the...Performance Unit Award Under • September 24th, 2019 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Bank of AmericaBanc of America Leasing & Capital, LLC Amendment Number 001 To Master Loan and Security Agreement No. 21997-70000Ciner Resources LP • July 31st, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment Number 001 made as of July 27, 2020 (this “Amendment”), to Master Loan and Security Agreement No. 49660-70000 dated as of March 25, 2020 (the "Agreement"), between Banc of America Leasing & Capital, LLC ("Lender”) and Ciner Wyoming LLC ("Borrower").
SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO NOTES AND FIRST AMENDMENT TO FEE LETTERCredit Agreement • May 25th, 2016 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CINER RESOURCES LPCiner Resources • May 2nd, 2017 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
HOU 3966299v1 Banc of America Leasing & Capital, LLC Equipment Security Note Number 002 This Equipment Security Note No. 002, dated as of December 17, 2021 (this "Equipment Note"), is entered into pursuant to and incorporates by this reference all of...Ciner Resources LP • December 22nd, 2021 • Mining & quarrying of nonmetallic minerals (no fuels)
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • March 11th, 2016 • Ciner Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • August 9th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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”).
