Contract

Exhibit 10.2

EXECUTION VERSION

This AMENDMENT NO. 5 AND WAIVER, dated as of October 16, 2015 (this “Amendment”), among OCI BEAUMONT LLC, a Texas limited liability company (the “Borrower”), OCI USA INC., a Delaware corporation (“Holdings”), OCI PARTNERS LP, a Delaware limited partnership (the “MLP”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors, the “Administrative Agent”) for the Lenders (as defined below), amends that certain Term Loan Credit Agreement dated as of August 20, 2013 (as amended by Amendment No. 1, dated as of November 27, 2013, Amendment No. 2 and Waiver, dated as of April 4, 2014, Amendment No. 3, dated as of June 13, 2014, Amendment No. 4, dated as of March 12, 2015 and that Incremental Term Loan Commitment Agreement, dated as of July 2, 2015 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, Holdings, the MLP, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to Section 13.12(a) of the Credit Agreement, the Credit Agreement and any other Credit Document may be amended, supplemented or modified with the consent of the Credit Parties and the Required Lenders;

WHEREAS, the Credit Parties, the Administrative Agent and each of the Lenders signatory hereto (each such Lender, a “Consenting Lender”) desire to the amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to the Credit Agreement. Effective as of the Amendment No. 5 Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) The first sentence of the definition of “Applicable Margin” is hereby amended and restated in its entirety as follows:

“Applicable Margin” shall mean a percentage per annum equal to, in the case of Term B-3 Loans maintained as (a) Base Rate Term Loans, 4.50% and (b) LIBO Rate Term Loans, 5.50%.

(b) Section 10.11(a) is hereby amended and restated in its entirety as follows:

(a) The Borrower will not permit the Consolidated Senior Secured Net Leverage Ratio on the last day of any fiscal quarter in the table below to exceed the ratio set forth opposite such period in the table below:

Fiscal Quarter		Maximum Consolidated Senior Secured Net Leverage Ratio
September 30, 2015			3.75:1.00
December 31, 2015			3.75:1.00
March 31, 2016			3.75:1.00
June 30, 2016 and each fiscal quarter ending thereafter			1.75:1.00

(c) Section 10.11(b) is hereby amended and restated in its entirety as follows:

(b) The Borrower will not permit the Consolidated Interest Coverage Ratio on the last day of any fiscal quarter in the table below to be less than the ratio set forth opposite such period in the table below:

Fiscal Quarter		Minimum Consolidated Interest Coverage Ratio
September 30, 2015			3.50:1.00
December 31, 2015			3.50:1.00
March 31, 2016			3.50:1.00
June 30, 2016 and each fiscal quarter ending thereafter			5.00:1.00

SECTION 2. Waiver. For the avoidance of doubt, the Consenting Lenders hereby waive any Event of Default under Section 11.03(i) of the Credit Agreement for any potential failure to comply with the covenants contained in Section 10.11 of the Credit Agreement for the fiscal quarter ending September 30, 2015, prior to giving effect to this Amendment.

SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date (such date being referred to as the “Amendment No. 5 Effective Date”, which date is October 13, 2015) when each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by (i) the Borrower, (ii) Holdings, (iii) the MLP, (iv) Consenting Lenders constituting the Required Lenders and (v) the Administrative Agent.

(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion from Xxxxxx & Xxxxxxx LLP, special New York counsel to the Credit Parties, dated as of the Amendment No. 5 Effective Date and addressed to the Administrative Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received (i) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Credit Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (ii) a certificate, dated as of the Amendment No. 5 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 3(e) and (f) of this Amendment.

(d) Payment of all reasonable fees and expenses due to the Administrative Agent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Arranger”) (as agreed to in writing between the Administrative Agent and/or the Arranger and the Borrower).

(e) The representations and warranties of the Borrower and each other Credit Party contained in Section 8 of the Credit Agreement or any other Credit Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by

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materiality) on and as of the Amendment No. 5 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.

(f) After giving effect to this Amendment, no Default or Event of Default exists, or would result from the effectiveness of this Amendment.

SECTION 4. Post-Closing Actions. Within 30 days after the Amendment No. 5 Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower will take, or shall cause the applicable Credit Party to take any actions deemed reasonably advisable by the Administrative Agent or Collateral Agent due to this Amendment to preserve or continue the perfection and priority of liens and security interests granted under the Mortgage to the Collateral Agent for the benefit of the Guaranteed Creditors securing the Obligations, including without limitation mortgage amendments, opinions of counsel and title endorsements, to the extent available.

SECTION 5. Representations and Warranties. On and as of the Amendment No. 5 Effective Date, after giving effect to this Amendment, each Credit Party represents and warrants as follows:

(a) Each Credit Party (i) is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is, to the extent such concepts are applicable under the laws of the relevant jurisdiction, duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect.

(b) Each Credit Party has the corporate, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Amendment and has taken all necessary corporate, partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Amendment. Each Credit Party has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) Neither the execution, delivery or performance by any Credit Party of this Amendment, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party is a party or by

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which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), other than in the case of any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its respective Subsidiaries.

(d) The execution, delivery, performance or effectiveness of this Amendment will not (i) impair the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, or (ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Credit Document.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

SECTION 8. Acknowledgement and Affirmation. Each Credit Party party hereto hereby expressly acknowledges, (i) all of its obligations under the Holdings and MLP Guaranty, the Subsidiaries Guaranty, the Security Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) its grant of security interests pursuant to the Security Agreement and the other Security Documents are reaffirmed and remain in full force and effect after giving effect to this Amendment, (iii) the Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the Term Loans and (iv) except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

SECTION 9. Tax Matters. Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of the Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Term Loan (including any Term Loans already outstanding) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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SECTION 10. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE CREDIT AGREEMENT OR THE SECURITY DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 11. Headings Descriptive. The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

OCI BEAUMONT LLC
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   President
OCI USA INC.
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   President and Secretary
OCI PARTNERS LP
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   President and Chief Executive Officer

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:   Managing Director
BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:   Managing Director

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Advanced Series Trust – AST High Yield Portfolio, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

LVIP XX Xxxxxx High Yield Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx High Yield Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Pacholder High Yield Fund, Inc., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Tax Aware High Income Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Southern Ute Indian Tribe, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Strategic Income Opportunities Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Advanced Series Trust – AST X.X. Xxxxxx Global Thematic Portfolio, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Senior Secured Loan Fund Limited, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Pension Benefit Guaranty Corporation, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

National Railroad Retirement Investment Trust, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Louisiana State Employers’ Retirement System, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Short Duration High Yield Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Income Builder Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Floating Rate Income Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Unconstrained Debt Fund (fka XX Xxxxxx Multi-Sector Income Fund), as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

XX Xxxxxx Global Bond Opportunities Fund, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Senior Secured Loan Fund, A Series Trust of XX Xxxxxx Trust 2, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Commingled Pension Trust Fund (Floating Rate Income) of XX Xxxxxx Chase Bank, N.A., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Commingled Pension Trust Fund (High Yield) of XX Xxxxxx Xxxxx Bank, N.A., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Advanced Series Trust – AST XX Xxxxxx Strategic Opportunities Portfolio, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]

Xxxxxx EnnisKnupp, Inc., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director
If a second signature is necessary:
By:
		Name:
		Title:

[Signature Page to OCI Beaumont LLC - Amendment No. 5]