0001193125-13-461804 Sample Contracts

OCI USA Inc. New York, NY 10065 November 27, 2013
Letter Agreement • December 4th, 2013 • OCI Partners LP • Chemicals & allied products • New York

This letter agreement (this “Agreement”) sets forth the commitment of OCI USA Inc. (“OCI USA”), subject to the terms and conditions contained herein, to make an equity contribution to OCI Partners LP, a Delaware limited partnership (the “Partnership”) in connection with a Term Loan Credit Agreement among OCI Beaumont LLC, a Texas limited liability company (“OCI Beaumont”), the Partnership and certain lenders party thereto (as amended, restated, refinanced or replaced, the “Term Loan Agreement”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Term Loan Agreement.

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AMENDMENT NO. 1 TO INTERCOMPANY TERM FACILITY AGREEMENT
Intercompany Term Facility Agreement • December 4th, 2013 • OCI Partners LP • Chemicals & allied products • New York

THIS AMENDMENT NO. 1 TO INTERCOMPANY TERM FACILITY AGREEMENT (this “Amendment”) dated as of November 27, 2013 is by and among OCI FERTILIZER INTERNATIONAL B.V., a private limited liability company organized under the laws of the Netherlands (together with its successors and assigns, the “Lender”) and OCI BEAUMONT LLC, a limited liability company formed under the laws of the state of Texas (the “Borrower”).

Contract
OCI Partners LP • December 4th, 2013 • Chemicals & allied products

AMENDMENT NO. 1, dated as of November 27, 2013 (this “Amendment”), among OCI USA INC., a Delaware corporation (“Holdings”), OCI BEAUMONT LLC, a Texas limited liability company (the “Borrower”), OCI PARTNERS LP, a Delaware limited partnership (the “MLP”), BANK OF AMERICA, N.A., as administrative agent for the Lenders and collateral agent for the Guaranteed Creditors (in such capacities, the “Administrative Agent”) and as the Incremental Term Loan Lender (the “Incremental Term Loan Lender”), and the other Lenders party hereto.

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