OCI Partners LP (a Delaware limited partnership) [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2013 • OCI Partners LP • Chemicals & allied products • New York
OCI Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc., Citigroup Global Markets Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common units representing limited partner interests in the Partnership (the “Common Units”) set forth in Schedule A hereto and (ii) the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase a
THIS INTERCOMPANY TERM FACILITY AGREEMENT (this “Agreement”) is made effective September 15, 2013. BETWEEN: ANDIntercompany Term Facility Agreement • September 23rd, 2013 • OCI Partners LP • Chemicals & allied products • New York
WHEREAS, the Lender and the Borrower previously entered into that certain loan agreement dated November 23, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “November 2011 Loan Agreement”);
