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”).
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.”
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 LLCLimited Partnership Agreement • September 18th, 2013 • OCI Resources LP • 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.
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.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP A Delaware Limited Partnership Dated as of September 18, 2013Agreement of Limited Partnership • September 18th, 2013 • OCI Resources LP • 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:
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 18th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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”).
