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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Table of Contents
As filed with the Securities and Exchange Commission on July 22, 2013
Registration No. 333-189838

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO
 FORM S-1
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OCI RESOURCES LP
 (Exact Name of Registrant as Specified in Its Charter)

					
Delaware 
(State or Other Jurisdiction of
Incorporation or Organization)	 	1400 
(Primary Standard Industrial
Classification Code Number)	 	46-2613366 
(I.R.S. Employer
Identification Number)	
Five Concourse Parkway
Suite 2500
Atlanta, Georgia 30328
(770) 375-2300 
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Kirk Milling
Five Concourse Parkway
Suite 2500
Atlanta, Georgia 30328
(770) 375-2300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

			
Copies to:	

David Cho
Thomas Friedmann
Dechert LLP
1900 K Street, NW
Washington, DC 20006
(202) 261-3300	
 	
Joshua Davidson
Hillary H. Holmes
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234	

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o
          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

							
Large accelerated filer  o	 	Accelerated filer  o	 	Non-accelerated filer  ý
 (Do not check if a
smaller reporting company)	 	Smaller reporting company  o	
CALCULATION OF REGISTRATION FEE

					

Title of Each Class of Securities to be Registered	 	Proposed Maximum
Aggregate Offering
Price(1)(2)	 	Amount of
Registration Fee(3)	
 	
Common units representing limited partner interests	 	$115,000,000	 	$15,686	
 	
(1)
Includes common units issuable upon exercise of the underwriters' option to purchase additional common units.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(3)
Previously paid.
           The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.
Subject to Completion, dated July     , 2013
PRELIMINARY PROSPECTUS

OCI Resources LP
                    Common Units
Representing Limited Partner Interests

         This is the initial public offering of our common units representing limited partner interests. We are offering          common units. Prior to this offering, there has been no public market for our common units. We currently expect the initial public offering price to be between $        and $        per common unit. We have applied to list our common units on the New York Stock Exchange under the symbol "OCIR."
          Investing in our common units involves risks. Please read "Risk Factors" beginning on page 24.
         These risks include the following:
•
We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner and its affiliates, to enable us to pay the minimum quarterly distribution on our units. 

•
Our general partner and its affiliates have conflicts of interest with us and our unitholders and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our unitholders. 

•
Our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. 

•
Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors. 

•
Unitholders will experience immediate and substantial dilution in net tangible book value of $        per common unit. 

•
Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced. 

•
There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop.
         We qualify as an "emerging growth company" under the Securities Act of 1933, as amended, or the Securities Act, and as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify and are eligible for reduced reporting and compliance requirements in the future. Please read "Summary—Emerging Growth Company Status" and "Risk Factors."
         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

					
 	
 	 	Per Common Unit	 	Total	
 	
Public Offering Price	 	$	 	$	
 	 	 	 	 	
Underwriting Discount(1)	 	$	 	$	
 	 	 	 	 	
Proceeds to OCI Resources LP (before expenses)	 	$	 	$	

(1)
Excludes a structuring fee of        % of the gross proceeds of this offering payable to Citigroup Global Markets Inc. and Goldman, Sachs & Co. Please read "Underwriting."
         To the extent that the underwriters sell more than        common units in this offering, the underwriters have an option to purchase up to an additional                    common units from OCI Resources LP at the initial public offering price less underwriting discounts.
         The underwriters expect to deliver the common units to purchasers on or about                    , 2013 through the book-entry facilities of The Depository Trust Company.

					
Citigroup	 	 	 	Goldman, Sachs & Co.	
    
Prospectus dated                    , 2013

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OCI Resources LP was formed in April 2013 and owns a controlling interest in OCI Wyoming, L.P., which is one of the largest and lowest cost producers of soda ash in the world, serving a global market from a facility in the Green River Basin of Wyoming, and which has been in operation for more than 50 years.

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 TABLE OF CONTENTS

			
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	 	vi	
TRONA RESERVE INFORMATION	 	vii	
SUMMARY	 	1	
OCI Resources LP	 	1	
Risk Factors	 	6	
Formation Transactions and Partnership Structure	 	7	
Organizational Structure	 	9	
Our Management	 	10	
Our Relationship with OCI Company	 	10	
Summary of Conflicts of Interest and Contractual Duties	 	11	
Principal Executive Offices	 	11	
Emerging Growth Company Status	 	11	
The Offering	 	13	
Summary Historical and Pro Forma Financial and Operating Data	 	18	
RISK FACTORS	 	24	
Risks Inherent in Our Business and Industry	 	24	
Risks Inherent in an Investments in Us	 	43	
Tax Risks to Common Unitholders	 	55	
USE OF PROCEEDS	 	60	
CAPITALIZATION	 	61	
DILUTION	 	62	
CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS	 	64	
General	 	64	
Our Minimum Quarterly Distribution	 	66	
Unaudited Pro Forma Cash Available for Distribution for the Year Ended December 31, 2012 and the Twelve Months Ended March 31, 2013	 	68	
Estimated Cash Available for Distribution for the Twelve Months Ending June 30, 2014	 	70	
Assumptions and Considerations	 	73	
HOW WE MAKE DISTRIBUTIONS TO OUR PARTNERS	 	76	
General	 	76	
Operating Surplus and Capital Surplus	 	76	
Capital Expenditures	 	79	
Subordination Period	 	80	
Distributions from Operating Surplus During the Subordination Period	 	81	
Distributions from Operating Surplus After the Subordination Period	 	82	
General Partner Interest and Incentive Distribution Rights	 	82	
Percentage Allocations of Distributions from Operating Surplus	 	83	
General Partner's Right to Reset Incentive Distribution Levels	 	83	
Distributions from Capital Surplus	 	86	
Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels	 	87	
Distributions of Cash Upon Liquidation	 	87	
SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA	 	90	
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	 	96	
Overview	 	96	
Factors Affecting Our Results of Operations	 	96	
How We Evaluate Our Business	 	97	
Results of Operations	 	100	
Liquidity and Capital Resources	 	108	
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Capital Requirements	 	108	
Capital Expenditures	 	108	
Cash Flows	 	109	
Debt	 	111	
Contractual Obligations	 	114	
Impact of Inflation	 	115	
Critical Accounting Policies	 	115	
Recently Issued Accounting Standards	 	115	
Off-Balance Sheet Arrangements	 	115	
Seasonality	 	115	
Quantitative and Qualitative Disclosure about Market Risk	 	115	
INDUSTRY	 	117	
Introduction	 	117	
Soda Ash Production Methods	 	117	
Wyoming's Green River Basin	 	119	
End-Market Uses for Soda Ash	 	120	
Global Market and Supply and Demand	 	121	
Soda Ash Pricing	 	125	
BUSINESS	 	126	
Overview	 	126	
Our Competitive Strengths	 	127	
Our Business Strategies	 	129	
Our Relationship with OCI Company	 	130	
Our Operations	 	131	
Our Production Processes	 	133	
Customers	 	135	
Leases and Licenses	 	136	
Properties and Assets	 	137	
Trona Reserves	 	138	
Competition	 	140	
Insurance	 	141	
Environmental Matters	 	141	
Mining and Workplace Safety	 	143	
Employees/Labor Relations	 	143	
Legal Proceedings	 	143	
MANAGEMENT	 	144	
Management of OCI Resources	 	144	
Directors and Executive Officers of Our General Partner	 	145	
Committees of the Board of Directors	 	146	
OCI Wyoming Partnership Agreement	 	147	
EXECUTIVE COMPENSATION AND OTHER INFORMATION	 	149	
Compensation Discussion and Analysis	 	149	
Compensation of Directors	 	154	
Reimbursement of Expenses of Our General Partner	 	154	
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	 	155	
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	 	156	
Distributions and Payments to Our General Partner and Its Affiliates	 	156	
Agreements Governing the Transactions	 	158	
Omnibus Agreement	 	158	
Transactions with Affiliates	 	160	
Procedures for Review, Approval and Ratification of Transactions with Related Persons	 	161	
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CONFLICTS OF INTEREST AND CONTRACTUAL DUTIES	 	162	
Conflicts of Interest	 	162	
Duties of the General Partner	 	168	
DESCRIPTION OF THE COMMON UNITS	 	171	
The Units	 	171	
Transfer Agent and Registrar	 	171	
Transfer of Common Units	 	171	
THE PARTNERSHIP AGREEMENT	 	173	
Organization and Duration	 	173	
Purpose	 	173	
Cash Distributions	 	173	
Capital Contributions	 	173	
Voting Rights	 	174	
Applicable Law; Forum, Venue and Jurisdiction	 	175	
Limited Liability	 	175	
Issuance of Additional Interests	 	176	
Amendment of the Partnership Agreement	 	177	
Merger, Consolidation, Conversion, Sale or Other Disposition of Assets	 	179	
Dissolution	 	180	
Liquidation and Distribution of Proceeds	 	180	
Withdrawal or Removal of Our General Partner	 	180	
Transfer of General Partner Interest	 	182	
Transfer of Ownership Interests in the General Partner	 	182	
Transfer of Incentive Distribution Rights	 	182	
Transfer of Limited Partner Interests	 	182	
Change of Management Provisions	 	183	
Limited Call Right	 	183	
Meetings; Voting	 	183	
Status as Limited Partner	 	184	
Indemnification	 	184	
Reimbursement of Expenses	 	185	
Books and Reports	 	185	
Right to Inspect Our Books and Records	 	185	
Registration Rights	 	186	
UNITS ELIGIBLE FOR FUTURE SALE	 	187	
Rule 144	 	187	
Our Partnership Agreement and Registration Rights	 	187	
Lock-Up Agreements	 	188	
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	 	189	
Taxation of the Partnership	 	190	
Tax Consequences of Unit Ownership	 	191	
Tax Treatment of Operations	 	196	
Disposition of Units	 	198	
Uniformity of Units	 	200	
Tax-Exempt Organizations and Other Investors	 	201	
Administrative Matters	 	202	
State, Local and Other Tax Considerations	 	203	
INVESTMENT IN OCI RESOURCES LP BY EMPLOYEE BENEFIT PLANS AND IRAS	 	205	
UNDERWRITING	 	206	
Option to Purchase Additional Common Units	 	206	
No Sales of Similar Securities	 	206	
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Listing	 	207	
Commissions and Discounts	 	207	
Price Stabilization, Short Positions and Penalty Bids. 	 	208	
Electronic Distribution	 	209	
Underwriter Relationships	 	209	
Selling Legends	 	209	
VALIDITY OF OUR COMMON UNITS	 	212	
EXPERTS	 	212	
WHERE YOU CAN FIND MORE INFORMATION	 	212	
INDEX TO FINANCIAL STATEMENTS	 	F-1	
OCI Resources LP Unaudited Pro Forma Financial Statements	 	F-2	
OCI Wyoming Holding Co. and Subsidiary (Predecessor) Audited Financial Statements	 	F-9	
OCI Wyoming Holding Co. and Subsidiary (Predecessor) Unaudited Financial Statements	 	F-27	
OCI Resources LP Audited Financial Statements	 	F-36	
APPENDIX A—GLOSSARY OF INDUSTRY TERMS	 	A-1	
APPENDIX B—FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OCI RESOURCES LP	 	B-1	
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        You should rely only on the information contained in this prospectus, any free writing prospectus prepared by or on behalf of us or any other information to which we have referred you in connection with this offering. We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell or solicitation of an offer to buy our common units in any jurisdiction or under any circumstances in which the offer or solicitation is unlawful. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

 Industry and Market Data
        The data included in this prospectus regarding the trona ore and soda ash industry, including descriptions of trends in the market and our position and the position of our competitors within the industry, is based on a variety of sources, including independent industry publications, government publications and other published independent sources, information obtained from customers, distributors, suppliers and trade and business organizations and publicly available information, as well as our good faith estimates, which have been derived from management's knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this prospectus, based on management's knowledge and experience, we believe that such third-party sources are reliable and that the third-party information included in this prospectus or in our estimates is accurate and complete. In addition, we have provided amounts in this prospectus in metric tons converted to short tons at a ratio of 1 metric ton to 1.10231131 short tons. Unless otherwise specifically defined, references to "tons" shall refer to short tons.
        We include a glossary of some of the industry terms used in this prospectus as Appendix A.
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 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
        We have made forward-looking statements in this prospectus, including in the sections entitled "Summary," "Risk Factors," "Cash Distribution Policy and Restrictions on Distributions," "How We Make Distributions to Our Partners," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business." We have based such forward-looking statements on management's beliefs and assumptions and on information currently available to us. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and may be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "forecast," "potential," "continue," "may," "will," "should" or the negative of these terms or similar expressions. In particular, statements in this prospectus concerning future distributions, if any, are subject to the approval of the board of directors of our general partner and will be based upon circumstances then existing.
        When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
•
changes in general economic conditions in the United States and globally; 

•
changes in our relationships with our customers or the loss of major customers, including the American Natural Soda Ash Corporation, or ANSAC; 

•
the demand for soda ash and the development of glass and glass making products alternatives; 

•
changes in soda ash prices; 

•
changes in demand for glass in the construction, automotive and beverage industries; 

•
shifts in glass production from the United States to international locations; 

•
the ability of our competitors to develop more efficient mining and processing techniques; 

•
operating hazards and other risks incidental to the mining, processing and shipment of trona ore and soda ash; 

•
natural disasters, weather-related delays, casualty losses and other matters beyond our control; 

•
increases in electricity and natural gas prices paid by us; 

•
inability to renew our mineral leases and license or material changes in lease or license royalties; 

•
inability to renew our rail leases and contracts, disruption in railroad service or increases in rail, vessel and other transportation costs; 

•
deterioration in our labor relations; 

•
large customer defaults; 

•
the price and availability of debt and equity financing; 

•
changes in interest rates; 

•
changes in the availability and cost of capital; 

•
changes in tax status; and 

•
the effects of existing and future laws and governmental regulations.
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        Forward-looking statements involve risks, uncertainties and assumptions. You should not put undue reliance on any forward-looking statements. After the date of this prospectus, we do not have any intention or obligation to update any forward-looking statement, whether as a result of new information or future events except as required by applicable law.
        The risk factors discussed in "Risk Factors" could cause our results to differ materially from those expressed in forward-looking statements. There may also be other risks that we are unable to predict at this time. All forward-looking statements included in this prospectus are expressly qualified in their entirety by these cautionary statements. The "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this offering.

 TRONA RESERVE INFORMATION
        Reserves are broadly defined as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. In accordance with the guidance of the Securities and Exchange Commission, or the SEC, our trona reserves are categorized as "proven (measured) reserves" and "probable (indicated) reserves," which are defined as follows:
•
Proven (Measured) Reserves —Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. 

•
Probable (Indicated) Reserves —Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
        In determining whether our reserves meet these standards, our estimates are based on certain important assumptions. Please see "Business—Trona Reserves."
        The information appearing in this prospectus concerning estimates of our proven and probable reserves is based on a reserve report funded by us and prepared by Hollberg Professional Group, PC, or Hollberg Professional Group, an independent mining and geological consulting firm.
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 SUMMARY
         This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements, before investing in our common units. The information presented in this prospectus assumes (1) an initial public offering price of $        per common unit (the mid-point of the price range set forth on the cover page of this prospectus) and (2) unless otherwise indicated, that the underwriters' option to purchase additional common units is not exercised and that the common units otherwise issuable upon the exercise of such option are instead issued to the owners of our general partner. You should read "Risk Factors" for information about important risks that you should consider before buying our common units.
         OCI Resources LP, or OCI Resources, has been recently formed by OCI Wyoming Holding Co., or OCI Holdings, to hold, at the closing of this offering, a controlling interest representing 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, L.P., or, including any of its subsidiaries, OCI Wyoming. OCI Wyoming owns and operates a trona ore mining and soda ash production facility in the Green River Basin of Wyoming. This general partner interest in OCI Wyoming was previously held by OCI Holdings. OCI Chemical Corporation, or OCI Chemical, owns 100% of the capital stock of OCI Holdings. OCI Chemical is a wholly owned subsidiary of OCI Enterprises Inc., or Enterprises. Enterprises is a majority owned subsidiary of OCI Company Ltd., or OCI Company. Natural Resource Partners L.P., or, including its affiliates, NRP, an unaffiliated third party, owns 49% of the general partner interest and 49% of the limited partner interest in OCI Wyoming. We refer to our general partner interest in OCI Wyoming as the "controlling interest" and to NRP's general partner interest as the "noncontrolling interest." Prior to this offering, 51% of the limited partner interest in OCI Wyoming was held by OCI Wyoming Co., or Wyoming Co., an entity owned by OCI Holdings. References to our general partner refer to OCI Resource Partners LLC, or OCI GP, a wholly owned subsidiary of OCI Holdings. Please read "Summary—Formation Transactions and Partnership Structure."
         Unless the context otherwise requires, references in this prospectus to "the Company," "we," "our," "us," or like terms, when used in a historical context with respect to operations or assets, refer to OCI Wyoming. When used in a historical context with respect to financial results, such terms refer to OCI Holdings, or our "Predecessor," and, unless otherwised noted, financial information for our Predecessor is presented before the noncontrolling interest. When used in the present tense or prospectively, such terms refer to OCI Resources and its subsidiaries, and, unless otherwise noted, financial information for OCI Resources is presented before the noncontrolling interest. When we present financial information on a pro forma basis, such financial information assumes and gives effect to the consummation of this offering and the other transactions described under "Summary—Formation Transactions and Partnership Structure."
         OCI Resources does not have any employees, and we are managed by our general partner, the executive officers of which are employees of Enterprises. In this prospectus, we refer to Enterprises as "our sponsor." Unless the context otherwise requires, references in this prospectus to "our officers" and "our directors" refer to the officers and directors of our general partner.

 OCI Resources LP
Overview
        We are a Delaware limited partnership formed by OCI Holdings to operate the trona ore mining and soda ash production business of OCI Wyoming. We own a controlling interest representing 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, which is one of the largest and lowest cost producers of soda ash in the world, serving a global market from our facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years.
        As of March 31, 2013, OCI Wyoming had proven and probable reserves of approximately 267.1 million short tons of trona, which is equivalent to 145.5 million short tons of soda ash. During the year ended December 31, 2012, OCI Wyoming mined approximately 3.87 million short tons of trona
 
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and produced approximately 2.45 million short tons of soda ash. During the three months ended March 31, 2013, OCI Wyoming mined approximately 1.0 million short tons of trona and produced approximately 0.63 million short tons of soda ash. Based on a projected mining rate of 4.0 million short tons of trona per year, OCI Wyoming has enough proven and probable trona reserves to continue mining trona for approximately 67 years.
        The following table sets forth certain operating data regarding our business.

																	
 	 	Year Ended December 31,	 	Three Months Ended
March 31,	 	
 	 	2010	 	2011	 	2012	 	2012	 	2013	 	
 	 	(millions of short tons, except percentages and ratio data)	 	
Trona ore mined	 	 	3.60	 	 	3.68	 	 	3.87	 	 	0.9	 	 	1.0	 	
Operating rate(1)	 	 	97.6	%	 	98.6	%	 	98.6	%	 	97.7	%	 	95.4	%	
Ore to ash ratio(2)	 	 	1.64:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.61:1.0	 	 	1.63:1.0	 	
Soda ash volume sold	 	 	2.23	 	 	2.31	 	 	2.45	 	 	0.59	 	 	0.63	 	

(1)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce without any downtime or idled capacity.

(2)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.
        Our facility is situated on approximately 880 acres, and our mining operations consist of approximately 23,500 acres of leased and licensed subsurface mining area. We use six large continuous mining machines and ten underground shuttle cars in our mining operations. Our processing assets consist of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers. Our facility also includes seven storage silos with total capacity of 65,000 short tons in which we store soda ash before shipment by bulk rail or truck to distributors and end customers. We lease a fleet of more than 1,700 covered hopper cars that serve as dedicated rail transport for approximately 98% of our soda ash.
        Trona, a naturally occurring soft mineral, is also known as sodium sesquicarbonate and consists primarily of sodium carbonate, or soda ash, sodium bicarbonate and water. We process trona ore into soda ash, which is an essential raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. The vast majority of the world's trona reserves are located in the Green River Basin. According to IHS Global Inc., or IHS, approximately one quarter of global soda ash is produced by processing trona, with the remainder being produced synthetically through chemical processes. We believe processing soda ash from trona is the cheapest manner in which to produce soda ash. The costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production.
        For the year ended December 31, 2012, before the noncontrolling interest, pro forma total net sales, net income and Adjusted EBITDA were approximately $462.6 million, $114.1 million and $142.5 million, respectively. For the year ended December 31, 2012, after the noncontrolling interest, pro forma net income and Adjusted EBITDA were approximately $58.0 million and $72.7 million, respectively. For the three months ended March 31, 2013, before the noncontrolling interest, pro forma total net sales, net income and Adjusted EBITDA were approximately $108.2 million, $17.2 million and
 
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$24.4 million, respectively. For the three months ended March 31, 2013, after the noncontrolling interest, pro forma net income and Adjusted EBITDA were approximately $8.2 million and $12.4 million, respectively. See "OCI Resources LP Unaudited Pro Forma Financial Statements" for details of pro forma adjustments made to prepare our pro forma financial statements before the noncontrolling interest. See "Selected Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures" for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income and cash flow from operations.

 Our Competitive Strengths
        We believe that the following competitive strengths will allow us to execute our business strategies successfully and to achieve our objective of generating and growing cash available for distribution to our unitholders:
        Cost Advantages of Producing Soda Ash from Trona.     We believe that as a producer of soda ash from trona, we have a significant competitive advantage compared to synthetic producers of soda ash. The manufacturing and processing costs for producing soda ash from trona are more cost competitive than other manufacturing techniques, partly because the costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production. Based on our estimates and industry sources, we believe the average cost of production per short ton of soda ash (before freight and logistics costs) from trona is approximately one-third to one-half the cost per short ton of soda ash from synthetic production. We believe that our competitive cost structure, together with our current logistics arrangements, allows us to be competitive globally.
        Substantial Reserve Life from Significant Reserves.     As of March 31, 2013, we had approximately 128.8 million short tons of proven trona reserves and 138.3 million short tons of probable trona reserves as estimated by Hollberg Professional Group. Based on a mining rate of 4.0 million short tons of trona per year, we have enough proven and probable trona reserves to continue mining trona for approximately 67 years.
        Certain Operational Advantages Compared to Other Trona-Based Producers.     We believe we have certain operational advantages over other soda ash producers in the Green River Basin due to the operational characteristics of our facilities as described below. These advantages are manifested in our high productivity and efficiency rates.
•
Location of our mining beds and high purity trona.   Our mining beds are located 800 to 1100 feet below the surface, which is significantly closer to the surface than the mining beds of other operators in the Green River Basin. The relatively shallow depth of our beds compared to other Green River Basin trona mines contributes to favorable ground conditions and improved mining efficiency. In addition, the trona in our mining beds has a higher concentration of soda ash as compared to the trona mined at other locations in the Green River Basin. Our trona ore is generally composed of approximately 85% to 89% pure trona. 

•
Advantageous facility layout.   Our surface site includes a high capacity network of natural ponds that we use to recapture soda ash lost in processing trona through a process we introduced in 2009 called deca rehydration. Primarily as a result of this process, we have been able to reduce our ore to ash ratio by 11% over the past three years. Introducing deca into our process has also reduced our energy consumption per short ton of soda ash produced.
        Strong Safety Record.     We have an outstanding track record for safety, and we have among the lowest instances of workplace injury in the U.S. mining industry. Our tradition of excellence in safety has been recognized by the Wyoming State Mine Inspector, which has awarded us its Safety Excellence
 
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Award for five consecutive years from 2008 to 2012. We also received three consecutive safety awards from the U.S. Industrial Minerals Association of North America and the Mine Safety and Health Administration from 2009 to 2011. In addition, the safety performance of our facilities, as measured by the number of citations, recordable injuries and lost work day injuries and accident incident rate, exceeds that of our peers in the Green River Basin over the last five years, according to the Mine Safety and Health Administration.
        Stable Customer Relationships.     We have an extensive base of over 75 customers in industries such as flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. We have long-term relationships with many of our customers due to our competitive pricing, reliable shipping and high quality soda ash. For the year ended December 31, 2012, approximately 70% of our domestic net sales were made to customers with whom we have done business for over ten years. We have a strong, long-standing relationship with our primary export customer, ANSAC. ANSAC is a cooperative that serves as the primary international distribution channel for us and two other U.S. manufacturers of trona-based soda ash. ANSAC is one of the largest purchasers and exporters of soda ash in the world, and, as a result, ANSAC is able to leverage its economies of scale in the markets it serves. We believe that our customer relationships, including our relationship with ANSAC, lead to more stable cash flows and allow us to plan production activity more accurately.
        Experienced Management and Workforce.     Our facility has been in continuous operation for over 50 years. We are able to build on the collective knowledge gained from our experience during this period to continually improve our operations and introduce innovative processes. In addition, many members of OCI Wyoming's senior management team have more than 20 years of relevant industry experience. Our executives lead a highly productive workforce with an average tenure of more than 18 years. We believe our institutional knowledge, coupled with the relative seniority of our workforce, engenders a strong sense of teamwork and collegiality, which has led to one of the safest and most efficient operations in the industry today.

 Our Business Strategies
        Our primary business objective is to generate stable cash flows, allowing us to make quarterly cash distributions to our common and subordinated unitholders and, over time, to increase those quarterly cash distributions. To achieve our objective, we intend to execute the following key business strategies:
        Capitalize on the Growing Demand for Soda Ash.     We believe that as one of the leading low-cost producers of trona-based soda ash, we are well-positioned to capitalize on the worldwide growth of soda ash. While consumption of soda ash within the United States is expected to remain relatively stable in the near future, overall worldwide demand for soda ash is projected by IHS to grow from an estimated 59.4 million short tons in 2012 to approximately 82.3 million short tons by 2022, which represents a compounded annual growth rate of 3.3%. We believe that as global demand increases, we will be well positioned to maintain our market share in the principal markets in which we operate by increasing our production through refinements in our production process and without significant additional strategic capital expenditures.
        Increase Operational Efficiencies.     We intend to continue focusing on increasing the efficiency of our operations. More than $400 million in maintenance, efficiency and expansion related capital expenditures have been invested in OCI Wyoming since 1996. We have continued to improve our processing techniques, which have enabled us to reduce our ore to ash ratio by 11% over the past three years. We have identified opportunities to increase our annual production capacity by further streamlining our refining process and implementing certain process efficiencies. We anticipate that we will spend approximately $22 million on these projects, which we expect will be completed by early 2015.
 
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        Maintain Financial Flexibility.     We intend to pursue a disciplined financial policy and seek to maintain a conservative capital structure that we believe will provide enhanced stability to our existing cash flows and allow us to consider attractive growth projects and strategic acquisitions in all market environments. Upon the consummation of this offering, we expect OCI Wyoming's liquidity to consist of cash on hand and borrowing availability under a $190 million senior unsecured revolving credit facility, which we refer to as the OCI Wyoming Credit Facility. As of March 31, 2013, after giving effect to OCI Wyoming's entry into the OCI Wyoming Credit Facility and borrowings by OCI Wyoming thereunder prior to the date of this prospectus, which borrowings were used, together with $0.3 million in cash, to refinance $31.0 million of OCI Wyoming's existing debt, fund an $11.5 million special distribution to Wyoming Co. and a $91.5 million aggregate special distribution to NRP and us and pay approximately $1.3 million of debt issuance costs, OCI Wyoming's borrowing availability would have been $35.0 million under the OCI Wyoming Credit Facility. In addition, OCI Resources has $10 million of borrowing availability under its secured revolving credit facility, which we refer to as the Revolving Credit Facility. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt."
        Expand Operations Strategically.     In addition to capacity expansions and process improvements at our current facility, we plan to grow our business through various methods as they become available to us, including: (1) organic growth of our existing business by expanding our customer relationships and by making strategic capital expenditures; (2) acquisition of other businesses involved in mining and processing minerals and manufacturing chemicals; (3) acquisition of other soda ash facilities if and when they become available; and (4) acquisition of shipping, logistical or other ancillary businesses to improve our efficiencies and grow our cash flows. However, none of these opportunities may become available to us, and we may choose not to pursue any opportunities that are presented to us.

 Recent Developments
        Based on preliminary data, we estimate that our production, average pricing and sales for the quarter ended June 30, 2013 will be as follows:
•
We estimate that we mined approximately 1.0 million short tons of trona during the three months ended June 30, 2013, from which we produced approximately 0.6 million short tons of soda ash. During the three months ended June 30, 2012, we mined approximately 0.9 million short tons of trona and produced approximately 0.6 million short tons of soda ash. 

•
We estimate that our average sales price was approximately $181.0 per short ton for the three months ended June 30, 2013, reflecting an average international sales price of approximately $150.3 per short ton and an average domestic sales price of approximately $243.1 per short ton. During the three months ended June 30, 2012, our average sales price was $197.7 per short ton, our average international sales price was $172.8 per short ton and our average domestic sales price was $246.2 per short ton. 

•
We estimate that we sold approximately 0.6 million short tons of soda ash during the three months ended June 30, 2013 of which approximately 0.4 million short tons of soda ash was sold internationally and approximately 0.2 million short tons of soda ash was sold domestically. During the three months ended June 30, 2012, we sold approximately 0.6 million short tons of soda ash, reflecting international sales of approximately 0.4 million short tons of soda ash and domestic sales of approximately 0.2 million short tons of soda ash.
        Because our financial statements for the quarter ended June 30, 2013 are not yet available, the estimates included above are preliminary, unaudited, not reviewed by our accountants, subject to completion, reflect our current best estimates and may be revised as a result of management's further review of our results. During the course of the preparation of our consolidated financial statements and related notes, we may identify items that would require us to make material adjustments to the preliminary financial and operational information presented above.
 
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 RISK FACTORS
        An investment in our common units involves risks associated with our business, regulatory and legal matters, our limited partnership structure and the tax characteristics of our common units. The following list of risk factors is not exhaustive. You should carefully consider the risks described in "Risk Factors" beginning on page 24 of this prospectus and the other information in this prospectus before deciding whether to invest in our common units.
Risks Inherent in Our Business
•
We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner and its affiliates, to enable us to pay the minimum quarterly distribution on our units. 

•
Soda ash prices have been and in the future may be volatile, and lower soda ash prices will negatively affect our financial position and results of operations. 

•
A substantial portion of our costs are energy costs and freight costs. Increases in natural gas costs or freight costs could increase our costs significantly and adversely affect our results of operations. 

•
All of our operations are conducted at one facility. Any adverse developments at our facility could have a material adverse effect on our results of operations and therefore our ability to make cash distributions to our unitholders. 

•
Approximately 98% of our soda ash is shipped via rail and we rely on one rail line to service our facility under a contract that expires in 2014. Interruptions of service on this rail line could adversely affect our results of operations and our ability to make cash distributions to our unitholders. 

•
Unfavorable economic conditions may reduce demand for our products, which could adversely affect our results of operations. 

•
A significant portion of the demand for soda ash comes from glass manufacturers and other industrial end users whose businesses can be adversely affected by economic downturns. 

•
A significant portion of our international sales of soda ash are to ANSAC and therefore adverse developments at ANSAC or its customers, or in any of the markets in which we make direct international sales, could adversely affect our ability to compete in certain international markets. 

•
If our international sales increase as a percentage of total sales, our gross margin would decrease and the average trade credit payment period of our customers would increase, which could adversely affect our financial position and our ability to distribute cash to our unitholders. 

•
We face intense competition, including from companies that have capital resources greater than ours and that have more diversified operations. 

•
Our contracts and exclusive arrangements with our customers have terms of three months to three years, and are not exclusive dealing or take or pay arrangements. 

•
Restrictions in the agreements governing OCI Wyoming's indebtedness could limit its operations and our ability to distribute cash to our unitholders. 

•
Mining development, exploration and processing operations pose numerous hazards and uncertainties that may negatively affect our business. 

•
Restrictions in the Revolving Credit Facility could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.
 
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•
Our general partner is a guarantor under, and its equity interests and assets (other than its general partner interests in us) are pledged as collateral for, OCI Chemical's $25 million senior secured credit facility; in the event OCI Chemical is unable to meet its obligations under that facility, or is declared bankrupt, OCI Chemical's lenders may gain control of our general partner or, in the case of bankruptcy, our partnership may be dissolved. 

•
Restrictions in OCI Chemical's credit facility could limit our operations and our ability to distribute cash to our unitholders. 

•
We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities.
Risks Inherent in an Investment in Us
•
Our general partner and its affiliates, including our sponsor, have conflicts of interest with us and our unitholders and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our unitholders. 

•
Our sponsor and other affiliates of our general partner are not restricted in their ability to compete with us. 

•
Our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. 

•
Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors. 

•
Even if holders of our common units are dissatisfied, they cannot initially remove our general partner without our general partner's consent. 

•
Unitholders will experience immediate and substantial dilution in net tangible book value of $        per common unit.
Tax Risks to Common Unitholders
•
Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced. 

•
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. 

•
You will be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.

 Formation Transactions and Partnership Structure
        We are a Delaware limited partnership recently formed in April 2013 by OCI Holdings to own an interest in OCI Wyoming. Prior to this offering the following restructuring transactions were completed:
•
OCI Holdings contributed 51% of the general partner interest in OCI Wyoming to us. 

•
Wyoming Co., which was owned by OCI Chemical and NRP, restructured its 1% limited partner interest in OCI Wyoming by recapitalizing such limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which Wyoming Co. was entitled.
 
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•
Wyoming Co. redeemed its preferred stock and common stock held by NRP in exchange for 49% of the recapitalized limited partner interest in OCI Wyoming.
As a result of these transactions, (1) we own 51% of the general partner interest in OCI Wyoming, (2) Wyoming Co., which is now wholly owned by OCI Chemical, owns 51% of the limited partner interest in OCI Wyoming and (3) NRP owns 49% of the general partner interest and 49% of the limited partner interest in OCI Wyoming. See "Summary Historical and Pro Forma Financial and Operating Data."
        Also prior to this offering, we and OCI Wyoming entered into the following credit facilities:
•
On July 18, 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility and borrowed $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility." 

•
On July 18, 2013, OCI Resources entered into the Revolving Credit Facility, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—Revolving Credit Facility."
        At or prior to the completion of this offering, the following transactions, which we refer to as the formation transactions, will occur:
•
Wyoming Co. will contribute its 51% of the limited partner interest in OCI Wyoming to us. 

•
We will issue to OCI Holdings                    common units and                    subordinated units, representing an aggregate        % limited partner interest in us. 

•
We will issue to OCI GP                    general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights. 

•
We will issue                    common units to the public in this offering, representing a        % limited partner interest in us, and will use the proceeds of this offering as described in "Use of Proceeds." 

•
We will enter into an omnibus agreement with Enterprises and our general partner, as described under "Certain Relationships and Related Party Transactions—Agreements Governing the Transactions."
        The number of common units we will issue to OCI Holdings includes                    common units that will be issued at the expiration of the underwriters' option to purchase additional common units, assuming that the underwriters do not exercise their option. Any exercise of the underwriters' option to purchase additional units would reduce the number of common units shown as issued to OCI Holdings by the number of units purchased by the underwriters in connection with such exercise. If and to the extent the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters pursuant to any exercise will be sold to the public, and any remaining common units not purchased by the underwriters pursuant to any exercise of the option will be issued to OCI Holdings at the expiration of the option period. All of the net cash proceeds from any exercise of the underwriters' option to purchase additional common units will be distributed to OCI Chemical.
        After the completion of this offering, OCI Wyoming may be converted into a Delaware limited liability company. If this conversion occurs, our controlling interest representing 51% of the general partner interest in OCI Wyoming would be converted into a 51% controlling limited liability company interest in such limited liability company.
 
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 Organizational Structure
        The following is a diagram of our organizational structure after giving effect to this offering and the related transactions.

					
Public common units	 	 	 	%	
OCI Holdings:	 	 	 	 	
Common units(1)	 	 	 	%	
Subordinated units	 	 	 	%	
General partner units(2)	 	 	2.0	%	
 	 	 	 	
Total	 	 	100.0	%	

(1)
Assumes no exercise of the underwriters' option to purchase additional common units.

(2)
General partner units are held by OCI Holdings indirectly through its ownership of OCI GP.

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 Our Management
        We are managed and operated by the board of directors and executive officers of our general partner. As the owner of our general partner, OCI Holdings will have the right to appoint all members of the board of directors of our general partner, including at least three directors meeting the independence standards established by the New York Stock Exchange, or NYSE. At least one of our independent directors will be appointed prior to the date our common units are listed for trading on the NYSE. Our unitholders will not be entitled to elect our general partner or its directors or otherwise directly participate in our management or operations. For more information about the executive officers and directors of our general partner, please read "Management."

 Our Relationship with OCI Company
        OCI Company, the parent company of Enterprises, is a diversified, global company with its common shares listed on the Korea Exchange and its global depositary receipts listed on the Singapore Exchange Securities Trading Limited. OCI Company, its subsidiaries and its affiliates have a product portfolio consisting of inorganic chemicals, petrochemicals and coal chemicals, fine chemicals, specialty gases and renewable energy. OCI Company and its subsidiaries have produced soda ash since the late 1960s. OCI Chemical acquired its interest in OCI Wyoming in 1996.
        Upon the closing of this offering, we intend to enter into an omnibus agreement with Enterprises and our general partner under which we will agree upon certain aspects of our relationship with them, including the provision by Enterprises and certain of its affiliates to us of specified administrative services and employees, our agreement to reimburse Enterprises for the cost of such services and employees, certain indemnification and reimbursement obligations, the use by us of the name "OCI" and related marks and other matters. Neither our general partner nor Enterprises will receive any management fee or other compensation in connection with our general partner's management of our business. However, prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including Enterprises, for all expenses they incur and payments they make on our behalf under the omnibus agreement and our partnership agreement. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Additionally, OCI Chemical or its affiliates act, and following this offering will continue to act under the omnibus agreement, as our marketing and sales agent for all of our sales. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement."
        Our general partner will own                    general partner units representing a 2.0% general partner interest in us. These general partner units will entitle it to receive 2.0% of all the distributions we make. Our general partner will also own initially all of our incentive distribution rights, which will entitle it to increasing percentages, up to a maximum of 48.0%, of the cash we distribute in excess of $        per unit per quarter after the closing of our initial public offering. In addition, OCI Holdings will own                    common units and                     subordinated units. Please read "Certain Relationships and Related Party Transactions."
        While our relationship with OCI Company and its affiliates may provide significant benefits, it is also a source of potential conflicts. For example, OCI Company and its affiliates are not restricted from competing with us. In addition, certain of the executive officers and a majority of the directors of our general partner also serve as officers and/or directors of OCI Holdings or its affiliates, and these officers and directors face conflicts of interest, including conflicts of interest regarding the allocation of their time between us and OCI Company and its affiliates. Please read "Conflicts of Interest and Contractual Duties."
 
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 Summary of Conflicts of Interest and Contractual Duties
        Our general partner has a contractual duty to manage us in a manner it believes is in our best interest. However, the officers and directors of our general partner also have fiduciary duties to manage our general partner in a manner beneficial to OCI Company, the beneficial owner of our general partner, and OCI Company's affiliates. As a result, conflicts of interest may arise in the future between us or our unitholders, on the one hand, and OCI Company, its affiliates and our general partner, on the other hand.
        Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties owed by the general partner to limited partners and the partnership. Our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner under applicable law with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. The effect of these provisions is to restrict the remedies available to our common unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Our partnership agreement also provides that affiliates of our general partner, including OCI Company and its other subsidiaries and affiliates, are permitted to compete with us. We may enter into additional agreements with Enterprises and its affiliates in the future relating to the purchase of additional assets, the provision of certain services to us and other matters. In the performance of their obligations under these agreements, Enterprises and its affiliates are not held to a fiduciary duty standard of care to us, our general partner or our limited partners, but rather to the standard of care specified in these agreements. By purchasing a common unit, the purchaser agrees to be bound by the terms of our partnership agreement, and each common unitholder is treated as having consented to various actions and potential conflicts of interest contemplated in the partnership agreement that might otherwise be considered a breach of fiduciary or other duties under applicable state law. For a more detailed description of the conflicts of interest and duties of our general partner, please read "Conflicts of Interest and Contractual Duties." For a description of other relationships with our affiliates, please read "Certain Relationships and Related Party Transactions."

 Principal Executive Offices
        Our principal executive offices are located at Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328, and our telephone number is (707) 375-2300. Our website address will be www.                    .com. We intend to activate the website immediately following this offering. We intend to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

 Emerging Growth Company Status
        We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we are an emerging growth company, unlike other public companies, we will not be required to:
•
provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; 

•
present more than two years of audited financial statements, selected financial data and related Management's Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;
 
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•
comply with certain new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB; 

•
comply with certain new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise; 

•
provide disclosures regarding executive compensation required of larger public companies; or 

•
obtain unitholder approval of any golden parachute payments not previously approved.
        We intend to take advantage of all of these exemptions, although we have elected to present three years of audited financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations and five years of selected financial data in this prospectus.
        We will cease to be an emerging growth company when any of the following conditions apply:
•
we have $1.0 billion or more in annual revenues; 

•
at least $700 million in market value of our common units are held by non-affiliates; 

•
we issue more than $1.0 billion of non-convertible debt over a three-year period; or 

•
the last day of the fiscal year following the fifth anniversary of our initial public offering has passed.
        In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
 
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 The Offering

			
Common units offered to the public	 	          common units.	
	 	          common units if the underwriters exercise their option to purchase additional common units in full.	
Units outstanding after this offering	 	          common units and        subordinated units, representing a      % and      % limited partner interest in us, respectively. If the underwriters do not exercise their option to purchase additional common units, we will issue all of the additional common units to OCI Holdings at the expiration of the option for no additional consideration. If the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters will be sold to the public, and any remaining common units not purchased by the underwriters pursuant to any such exercise will be issued to OCI Holdings at the expiration of the option period. Accordingly, the exercise of the underwriters' option will not affect the total number of common units outstanding or the amount of cash needed to pay the minimum quarterly distribution on all units.	
	 	Our general partner will own      general partner units, representing a 2.0% general partner interest in us.	
Use of proceeds	 	We expect to receive estimated net proceeds of approximately $        million from this offering (assuming an initial offering price of $        per common unit, the mid-point of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discount, the structuring fee and estimated offering expenses. We intend to use the net proceeds from this offering to make a distribution to OCI Chemical.	
	 	If the underwriters exercise their option to purchase additional common units in full, the additional net proceeds to us would be approximately $        million. We intend to distribute the net proceeds from any exercise of such option to OCI Chemical. Please see "Use of Proceeds."	
Cash distributions	 	We intend to pay the minimum quarterly distribution of $        per unit ($        per unit on an annualized basis) to the extent we have sufficient cash from operations after we establish adequate cash reserves and pay our fees and expenses, including payments to our general partner and its affiliates. We refer to this cash as "available cash," and we define its meaning in our partnership agreement, a copy of which is included in this prospectus as Appendix B. Our ability to distribute cash is also subject to certain restrictions and other factors described in more detail under the caption "Cash Distribution Policy and Restrictions on Distributions."	
	 	We intend to pay a prorated distribution covering the period from the completion of this offering through            , 2013, based on the number of days in that period.	

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	 	Our partnership agreement generally provides that we will make any distribution of available cash each quarter in the following manner:	
	 	•
first , 98.0% to the holders of common units and 2.0% to our general partner, until each common unit has received the minimum quarterly distribution of $            plus any arrearages from prior quarters;	
	 	•
second , 98.0% to the holders of subordinated units and 2.0% to our general partner, until each subordinated unit has received the minimum quarterly distribution of $          ; and	
	 	•
third , 98.0% to all unitholders, pro rata, and 2.0% to our general partner, until each unit has received a distribution of $          .	
	 	If cash distributions to our unitholders exceed $          per unit in any quarter, our general partner will receive, in addition to distributions on its 2.0% general partner interest, increasing percentages, up to 48.0%, of the cash we distribute in excess of that amount. We refer to the additional increasing distributions to our general partner in this prospectus as "incentive distributions" because they are intended to incentivize our general partner to increase distributions to our unitholders. Please see "How We Make Distributions to Our Partners—General Partner Interest and Incentive Distribution Rights."	
	 	Prior to making distributions, we will reimburse Enterprises, our general partner and certain of their affiliates for provision of certain general and administrative services and any additional services we may request from them, pursuant to the omnibus agreement and our partnership agreement. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement" and "The Partnership Agreement—Reimbursement of Expenses."	
	 	Pro forma cash available for distribution for the year ended December 31, 2012 and the twelve months ended March 31, 2013 was approximately $          million and $          million, respectively. The amount of available cash we will need to pay the minimum quarterly distribution for four quarters on our common units, subordinated units and general partner units to be outstanding immediately after this offering will be approximately $          million (or an average of approximately $          million per quarter). As a result, we would have generated available cash sufficient to pay the full minimum quarterly distribution of $          per unit per quarter ($          per unit on an annualized basis) on all of our common, subordinated and general partner units for the year ended December 31, 2012 and the twelve months ended March 31, 2013.	

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	 	We believe, based on our financial forecast and related assumptions included in "Cash Distribution Policy and Restrictions on Distributions," that we will generate sufficient cash from operations to pay the minimum quarterly distribution of $          per unit on all of our common units and subordinated units and the corresponding distributions on our general partner's 2.0% interest for the twelve months ending June 30, 2014. However, we do not have a legal or contractual obligation to pay quarterly distributions at our minimum quarterly distribution rate or at any other rate, and we cannot guarantee that we will pay cash distributions to our unitholders in any quarter. Our actual results of operations, cash flows and financial condition during the forecast period may vary from the forecast. Please read "Cash Distribution Policy and Restrictions on Distributions."	
Subordinated units	 	OCI Holdings will initially own all of our subordinated units. The principal difference between our common units and subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. If we do not pay distributions on our subordinated units, our subordinated units will not accrue arrearages for those unpaid distributions.	
Conversion of subordinated units	 	The subordination period will end on the first business day after we have earned and paid at least $          (the minimum quarterly distribution on an annualized basis) on each outstanding common, subordinated and general partner unit, for each of three consecutive, non-overlapping four-quarter periods ending on or after September 30, 2016, provided that there are no arrearages on our common units at that time. In addition, the subordination period will end upon the removal of our general partner other than for cause if the units held by our general partner and its affiliates are not voted in favor of such removal.	
	 	When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and all common units thereafter will no longer be entitled to arrearages. Please read "How We Make Distributions to Our Partners—Subordination Period."	

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General partner's right to reset the target distribution levels	 	Our general partner, as the initial holder of our incentive distribution rights, has the right, at any time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48.0%) for the prior four consecutive fiscal quarters, and the amount of the total distribution of available cash for each quarter did not exceed adjusted operating surplus for such quarter, to reset the initial target distribution levels at higher levels based on our cash distributions at the time it exercises this reset election. If our general partner transfers all or a portion of our incentive distribution rights in the future, then the holder or holders of a majority of our incentive distribution rights would be entitled to exercise this reset right.	
	 	The following assumes that our general partner holds all of the incentive distribution rights at the time that a reset election is made. Following a reset election, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution, and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases above the reset minimum quarterly distribution as the current target distribution levels.	
	 	If our general partner elects to reset the target distribution levels, the general partner will be entitled to receive a number of common units and to maintain its general partner interest. The number of common units that will be issued to our general partner in such event will equal that number of common units that would have entitled the holder of such common units to an average aggregate quarterly cash distribution in the two quarters prior to reset equal to the average of the distributions to our general partner on its incentive distribution rights in such prior two quarters. Please see "How We Make Distributions to Our Partners—General Partner's Right to Reset Incentive Distribution Levels."	
Issuance of additional units	 	Our partnership agreement authorizes us to issue an unlimited number of additional units, including units senior to the common units, without the approval of our unitholders. Please read "Units Eligible for Future Sale" and "The Partnership Agreement—Issuance of Additional Interests."	
Limited voting rights	 	Our general partner will manage and operate us. Unlike the holders of common stock in a corporation, our unitholders will have only limited voting rights with respect to matters affecting our business. For example, our unitholders will have no right to appoint our general partner or its directors on an annual or other continuing basis. In addition, our general partner may not be removed except by a vote of the holders of at least 66 2 / 3 % of the outstanding units, including any units owned by our general partner and its affiliates, voting together as a single class.	

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	 	Upon consummation of this offering, OCI Holdings will own an aggregate of          % of our outstanding common units (or          % of our outstanding common units if the underwriters exercise their option to purchase additional common units in full) and all of our subordinated units, representing          % of the outstanding common and subordinated units in the aggregate. This will give OCI Holdings the ability to prevent the removal of our general partner. Please read "The Partnership Agreement—Voting Rights."	
Limited call right	 	If at any time our general partner and its affiliates own more than 80% of the outstanding common units, our general partner will have the right, but not the obligation, to purchase all of the remaining common units at a price equal to the greater of:	
	 	•
the average of the daily closing price of the common units over the 20 trading days preceding the date three days before notice of exercise of the call right is first mailed; and	
	 	•
the highest per-unit price paid by our general partner or any of its affiliates for common units during the 90-day period preceding the date such notice is first mailed. Please see "The Partnership Agreement—Limited Call Right."	
Estimated ratio of taxable income to distributions	 	We estimate that if you own the common units you purchase in this offering through the record date for distributions for the period ending December 31, 2016, you will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be less than          % of the cash distributed to you with respect to that period. For later periods, the taxable income allocated to you will increase substantially as compared to cash distributions to you, possibly exceeding cash distributions to you. Please read "Material U.S. Federal Income Tax Consequences—Tax Consequences of Unit Ownership."	
Material U.S. federal income tax consequences	 	For a discussion of the material U.S. federal income tax consequences that may be relevant to prospective unitholders, you should read "Material U.S. Federal Income Tax Consequences."	
Exchange listing	 	We have applied to list our common units on the NYSE under the symbol "OCIR."	
 
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 Summary Historical and Pro Forma Financial and Operating Data
        The following table sets forth certain summary consolidated historical financial and operating data of our Predecessor, as of the date and for the periods indicated, and summary pro forma financial data of OCI Resources, as of the date and for the periods indicated. At the closing of this offering we will own a controlling interest representing 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, the entity that owns and operates a trona ore mining and soda ash production business and related assets in the Green River Basin of Wyoming. As a result, NRP's 49% of the general partner interest and 49% of the limited partner interest in OCI Wyoming are reflected as a noncontrolling interest.
        The summary consolidated financial data as of and for the three months ended March 31, 2013 and for the three months ended March 31, 2012 presented in the following table are derived from the unaudited historical condensed financial statements of our Predecessor included elsewhere in this prospectus. The summary consolidated historical financial data as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012 presented in the following table are derived from the audited historical financial statements of our Predecessor included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of December 31, 2010 is derived from the audited historical consolidated balance sheet of our Predecessor that is not included in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the historical audited consolidated financial statements of our Predecessor included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations."
        The summary pro forma consolidated financial data presented in the following table for the year ended December 31, 2012 and as of and for the three months ended March 31, 2013 are derived from the unaudited pro forma consolidated financial data included elsewhere in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the unaudited pro forma financial data included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations." The unaudited pro forma consolidated financial statements have been prepared as if the formation transactions and the completion of this offering had taken place on March 31, 2013, in the case of the pro forma balance sheet, and as of January 1, 2012, in the case of the pro forma Statement of Operations for the year ended December 31, 2012 and the three months ended March 31, 2013, respectively.
        Our unaudited pro forma consolidated financial statements give effect to the following transactions:
•
OCI Wyoming's closing on July 18, 2013 of the OCI Wyoming Credit Facility and the borrowing of $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs, each as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility"; 

•
our closing on July 18, 2013 of the Revolving Credit Facility, which we have assumed is undrawn during the pro forma period; 

•
the contribution by OCI Holdings of 51% of the general partner interest in OCI Wyoming to us; 

•
the restructuring of Wyoming Co.'s 1% limited partner interest in OCI Wyoming by recapitalizing such limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which Wyoming Co. was entitled;
 
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•
the redemption of the preferred stock and common stock of Wyoming Co. held by NRP in exchange for 49% of the recapitalized limited partner interest in OCI Wyoming held by Wyoming Co.; 

•
the contribution by Wyoming Co., which is now wholly owned by OCI Chemical, of its 51% of the limited partner interest in OCI Wyoming to us; 

•
the issuance by us of        common units and        subordinated units, representing an aggregate       % limited partner interest in us, to OCI Holdings; 

•
the issuance by us of        general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights, to OCI GP; 

•
the issuance by us of        common units to the public in this offering, representing a      % limited partner interest in us, and the receipt by us of $        in net proceeds; 

•
the application of the net proceeds of this offering as described in "Use of Proceeds"; and 

•
our entry into an omnibus agreement with Enterprises and our general partner.
 
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        The following unaudited pro forma consolidated financial statements do not necessarily reflect what our financial position and results of operations would have been if we had operated as a publicly traded partnership during the periods shown.

																							
 	 	Historical	 	Pro Forma	 	
 	 	Predecessor	 	OCI Resources	 	
 	 	Year Ended December 31,	 	Three Months
Ended March 31,	 	Year Ended
December 31,	 	Three Months
Ended March 31,	 	
 	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012	 	2013	 	
 	 	(Dollars in millions, except per unit and operating data)	 	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales	 	$	363.1	 	$	421.9	 	$	462.6	 	$	117.4	 	$	108.2	 	$	462.6	 	$	108.2	 	
Cost of products sold	 	 	182.5	 	 	201.5	 	 	220.6	 	 	51.6	 	 	57.2	 	 	221.4	 	 	57.4	 	
Freight costs	 	 	109.2	 	 	105.7	 	 	110.2	 	 	27.7	 	 	29.8	 	 	110.2	 	 	29.8	 	
Total cost of sales	 	 	291.7	 	 	307.1	 	 	330.7	 	 	79.3	 	 	87.0	 	 	331.5	 	 	87.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	71.4	 	 	114.7	 	 	131.8	 	 	38.1	 	 	21.3	 	 	131.0	 	 	21.0	 	
Selling and marketing expenses	 	 	3.7	 	 	4.1	 	 	6.6	 	 	1.0	 	 	1.2	 	 	6.6	 	 	1.2	 	
General and administrative expenses(1)	 	 	5.2	 	 	6.7	 	 	5.2	 	 	1.7	 	 	1.9	 	 	5.2	 	 	1.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	62.6	 	 	103.9	 	 	120.1	 	 	35.4	 	 	18.2	 	 	119.3	 	 	17.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other (expense) income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	0.1	 	 	0.2	 	 	0.2	 	 	—	 	 	—	 	 	0.2	 	 	—	 	
Interest expense	 	 	(2.8	)	 	(1.5	)	 	(1.5	)	 	(0.3	)	 	(0.4	)	 	(4.8	)	 	(1.2	)	
Other—net	 	 	(1.8	)	 	(0.0	)	 	(0.5	)	 	(0.7	)	 	0.5	 	 	(0.5	)	 	0.5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expense	 	 	(4.5	)	 	(1.4	)	 	(1.9	)	 	(1.0	)	 	0.1	 	 	(5.2	)	 	(0.7	)	
Income before provision for income taxes	 	 	58.1	 	 	102.5	 	 	118.2	 	 	34.4	 	 	18.3	 	 	114.1	 	 	17.2	 	
Provision for income taxes(2)	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	—	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	51.6	 	 	88.0	 	 	101.8	 	 	30.3	 	 	15.2	 	 	114.1	 	 	17.2	 	
Net income attributable to noncontrolling interest	 	 	36.1	 	 	58.2	 	 	65.9	 	 	18.9	 	 	10.9	 	 	56.1	 	 	9.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Predecessor/OCI Resources	 	$	15.5	 	$	29.8	 	$	35.8	 	$	11.4	 	$	4.3	 	$	58.0	 	$	8.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income per limited partner unit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Subordinated units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating activities	 	$	83.0	 	$	90.1	 	$	101.9	 	$	18.6	 	$	23.4	 	 	 	 	 	 	 	
Investing activities	 	$	(7.3	)	$	(25.8	)	$	(27.4	)	$	(3.9	)	$	(2.1	)	 	 	 	 	 	 	
Financing activities	 	$	(76.6	)	$	(48.3	)	$	(78.5	)	$	(4.6	)	$	(4.6	)	 	 	 	 	 	 	
Balance Sheet Data at period end):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	305.0	 	$	352.3	 	$	385.7	 	 	 	 	$	394.7	 	 	 	 	$	435.3	 	
Property, plant and equipment, net	 	$	193.9	 	$	201.0	 	$	204.5	 	 	 	 	$	200.9	 	 	 	 	$	240.6	 	
Long term debt	 	$	56.0	 	$	52.0	 	$	48.0	 	 	 	 	$	47.0	 	 	 	 	$	155.0	 	
Total liabilities	 	$	143.0	 	$	147.2	 	$	153.3	 	 	 	 	$	150.6	 	 	 	 	$	218.7	 	
Other Financial Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA(3)	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	$	142.5	 	$	24.4	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(3)	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	$	72.7	 	$	12.4	 	
Operating and Other Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trona ore mined (short tons in millions)	 	 	3.60	 	 	3.68	 	 	3.87	 	 	0.9	 	 	1.0	 	 	3.87	 	 	1.0	 	
Operating rate(4)	 	 	97.6%	 	 	98.6%	 	 	98.6%	 	 	97.7%	 	 	95.4%	 	 	98.6%	 	 	95.4%	 	
Ore to ash ratio(5)	 	 	1.64:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.61:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.63:1.0	 	
Soda ash volumes sold (short tons in millions)	 	 	2.23	 	 	2.31	 	 	2.45	 	 	0.59	 	 	0.63	 	 	2.45	 	 	0.63	 	
Domestic	 	 	0.97	 	 	0.90	 	 	0.83	 	 	0.21	 	 	0.21	 	 	0.83	 	 	0.21	 	
International	 	 	1.26	 	 	1.41	 	 	1.62	 	 	0.38	 	 	0.42	 	 	1.62	 	 	0.42	 	
Sales	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic	 	$	205.3	 	$	203.3	 	$	199.4	 	$	49.9	 	$	50.9	 	$	199.4	 	$	50.9	 	
International	 	 	157.8	 	 	218.6	 	 	263.2	 	 	67.5	 	 	57.4	 	 	263.2	 	 	57.4	 	
Maintenance capital expenditures(6)(7)	 	 	5.8	 	 	9.4	 	 	19.5	 	 	2.6	 	 	2.1	 	 	19.5	 	 	2.1	 	
Expansion capital expenditures(7)(8)	 	 	1.5	 	 	16.4	 	 	7.9	 	 	1.3	 	 	—	 	 	7.9	 	 	—	 	

(1)
Pro forma general and administrative expenses do not give effect to annual incremental general and administrative expenses of approximately $3.0 million that we expect to incur as a result of being a publicly traded partnership.

(2)
The historical financial statements include U.S. federal income tax expense incurred by our Predecessor. Due to our status as a partnership, OCI Resources will not be subject to U.S. federal income tax and certain state income taxes in the future.

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(3)
For a discussion of the non-GAAP financial measure Adjusted EBITDA, please read "—Non-GAAP Financial Measures" below.

(4)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce without any downtime or idled capacity.

(5)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.

(6)
Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Examples of maintenance capital expenditures are expenditures to upgrade, replace or extend the life of mining equipment, to address equipment integrity and safety and to address environmental laws and regulations. Our maintenance and capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. These expenditures are capitalized and depreciated over their estimated useful life.

(7)
Historically, we did not make a distinction between maintenance capital expenditures and expansion capital expenditures; however, we have made an estimate of this distinction for each of the years ended December 31, 2010, 2011 and 2012 and for the three months ended March 31, 2012 and 2013.

(8)
Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements made to increase over our long-term operating capacity.
Non-GAAP Financial Measures
        We define Adjusted EBITDA as net income (loss) plus net interest expense, income tax, depreciation and amortization, unrealized derivative gains and losses and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Adjusted EBITDA is a non-GAAP supplemental financial liquidity and performance measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•
our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or financing methods; 

•
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; 

•
our ability to incur and service debt and fund capital expenditures; and 

•
the viability of capital expenditure projects and the returns on investment of various investment opportunities.
        We believe that the presentation of Adjusted EBITDA in this prospectus provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and cash flow from operations. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income or cash flow from operations. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income and cash flows from operations. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
 
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        The following table presents a reconciliation of Adjusted EBITDA to net income and to cash flow from operations, the most directly comparable GAAP financial measures, on a historical basis and pro forma basis, as applicable, for each of the periods indicated.

																							
 	 	 	 	 	 	 	 	 	 	 	 	Pro Forma	 	
 	 	Historical			 	
 			 	OCI Resources	 	
 	 	Predecessor			 	
 			 	 	 	Three Months
Ended March 31,	 	
 	 	 	 	 	 	 	 	Three Months
Ended March 31,	 	Year Ended
December 31,			 	
 	 	Year Ended December 31,							 	
 							 	2013	 	
 	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012			 	
 	 	(Dollars in millions, except per unit and operating data)	 	
Reconciliation of Adjusted EBITDA to net income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	51.6	 	$	88.0	 	$	101.8	 	$	30.3	 	$	15.2	 	$	114.1	 	$	17.2	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	23.2	 	 	22.2	 	 	22.9	 	 	5.8	 	 	5.8	 	 	23.7	 	 	6.0	 	
Interest expense (net)	 	 	2.7	 	 	1.3	 	 	1.3	 	 	0.3	 	 	0.3	 	 	4.7	 	 	1.2	 	
Provision for income taxes	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	—	 	 	—	 	
Adjusted EBITDA	 	
$	
84.0	 	
$	
126.1	 	
$	
142.5	 	
$	
40.5	 	
$	
24.4	 	
$	
142.5	 	
$	
24.4	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to noncontrolling interest(2)	 	 	48.5	 	 	69.7	 	 	77.9	 	 	21.9	 	 	13.9	 	 	69.8	 	 	12.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(2)	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	$	72.7	 	$	12.4	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reconciliation of Adjusted EBITDA to cash flow from operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities:	 	$	83.0	 	$	90.1	 	$	101.9	 	$	18.6	 	$	23.4	 	 	 	 	 	 	 	
Add/(Less):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred income taxes	 	 	0.5	 	 	(2.6	)	 	0.2	 	 	0.1	 	 	0.2	 	 	 	 	 	 	 	
Increase (decrease) in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	3.0	 	 	29.6	 	 	9.5	 	 	(0.3	)	 	2.2	 	 	 	 	 	 	 	
Inventory	 	 	1.1	 	 	0.9	 	 	10.0	 	 	6.9	 	 	(1.7	)	 	 	 	 	 	 	
Other current assets	 	 	(2.3	)	 	0.3	 	 	(0.3	)	 	0.3	 	 	1.5	 	 	 	 	 	 	 	
(Increase) decrease in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	 	(0.9	)	 	(4.1	)	 	1.6	 	 	4.0	 	 	2.9	 	 	 	 	 	 	 	
Affiliates—net	 	 	(3.7	)	 	1.9	 	 	(3.4	)	 	(1.2	)	 	(11.1	)	 	 	 	 	 	 	
Accrued expenses and other liabilities	 	 	(4.7	)	 	(6.1	)	 	5.1	 	 	7.7	 	 	3.6	 	 	 	 	 	 	 	
Other(1)	 	 	(1.1	)	 	0.2	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	
Interest expense (net)	 	 	2.7	 	 	1.3	 	 	1.3	 	 	0.3	 	 	0.3	 	 	 	 	 	 	 	
Provision for income taxes	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	 	 	 	 	 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to noncontrolling interest(2)	 	 	48.5	 	 	69.7	 	 	77.9	 	 	21.9	 	 	13.9	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(2)	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	 	 	 	 	 	 	

(1)
Consists of losses and gains on marked-to-market adjustments to foreign currency exchange contracts.

(2)
Reflects a 49% allocation of profit to the noncontrolling interest in 2010 and a 49.51% allocation of profit to the noncontrolling interest in 2011 and 2012 due to adjusted allocations of profits and losses in accordance with OCI Wyoming's partnership agreement. See "Management—OCI Wyoming Partnership Agreement." The following table illustrates the calculation of Adjusted EBITDA attributable to the non-controlling interest.

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 	 	Historical	 	Pro Forma	 	
 	 	Predecessor	 	OCI Resources	 	
 	 	Year Ended December 31,	 	Three Months
Ended March 31,	 	Year Ended
December 31,	 	Three Months
Ended March 31,	 	
 	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012	 	2013	 	
 	 	(Dollars in millions, except per unit and operating data)	 	
Adjusted EBITDA	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	$	142.5	 	$	24.4	 	
Less: Wyoming Co. priority return	 	 	14.5	 	 	14.5	 	 	14.5	 	 	3.6	 	 	3.6	 	 	0	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA after priority return	 	 	69.5	 	 	111.6	 	 	128.0	 	 	36.9	 	 	20.8	 	 	142.5	 	 	24.4	 	
Less: Adjusted EBITDA attributable to
Predecessor/OCI Resources(3)	 	 	35.5	 	 	56.4	 	 	64.6	 	 	18.6	 	 	10.5	 	 	72.7	 	 	12.4	 	
Add: Wyoming Co. priority return	 	 	14.5	 	 	14.5	 	 	14.5	 	 	3.6	 	 	3.6	 	 	0	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to noncontrolling interest	 	$	48.5	 	$	69.7	 	$	77.9	 	$	21.9	 	$	13.9	 	$	69.8	 	$	12.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(3)
Historical Adjusted EBITDA attributable to controlling interest represents Adjusted EBITDA attributable to OCI Holdings, our Predecessor. Pro Forma Adjusted EBITDA attributable to controlling interest represents Adjusted EBITDA attributable to OCI Resources.
 
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  RISK FACTORS
         Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the following risk factors together with all of the other information included in this prospectus in evaluating an investment in our common units.
         If any of the following risks were to occur, our business, financial condition, results of operations and our ability to distribute cash could be materially adversely affected. In that case, we might not be able to make distributions on our common units, the trading price of our common units could decline, and you could lose all or part of your investment.

 Risks Inherent in Our Business and Industry
We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner and its affiliates, to enable us to pay the minimum quarterly distribution on our units.
        In order to pay the minimum quarterly distribution of $        per unit, or $        per unit on an annualized basis, we will require available cash of approximately $         million per quarter, or $         million per year, based on the number of common, subordinated and general partner units to be outstanding immediately after completion of this offering. We may not have sufficient available cash each quarter to pay the minimum quarterly distribution.
        The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on several factors, some of which are beyond our control:
•
the market prices for soda ash in the markets in which we sell; 

•
the volume of natural and synthetic soda ash produced worldwide; 

•
domestic and international demand for soda ash in the flat glass, container glass, detergent, chemical and paper industries in which our customers operate or serve; 

•
the freight costs we pay to transport our soda ash to customers or various delivery points; 

•
the cost of electricity and natural gas used to power our operations; 

•
the amount of royalty payments we are required to pay to our lessors and licensor and the duration of our leases and license; 

•
political disruptions in the international markets we or our customers serve, including any changes in trade barriers; 

•
our relationships with our customers and our ability to renew contracts; 

•
the creditworthiness of our customers; 

•
regulatory action affecting the supply of, or demand for, soda ash, our ability to mine trona ore, our transportation logistics, our operating costs or our operating flexibility; 

•
new or modified statutes, regulations, governmental policies and taxes or their interpretations; and 

•
prevailing U.S. and international economic conditions.
        In addition, the actual amount of cash we will have available for distribution will depend on other factors, some of which are beyond our control, including:
•
the level and timing of capital expenditures we make;
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•
the level of our operating, maintenance and general and administrative expenses, including reimbursements to our general partner for services provided to us; 

•
the cost of acquisitions, if any; 

•
our debt service requirements and other liabilities; 

•
fluctuations in our working capital needs; 

•
our ability to borrow funds and access capital markets; 

•
restrictions on distributions contained in debt agreements to which we or OCI Wyoming are a party; 

•
the amount of cash reserves established by our general partner; and 

•
other business risks affecting our cash levels.
For a description of additional restrictions and factors that may affect our ability to make cash distributions, please read "Cash Distribution Policy and Restrictions on Distributions."
The assumptions underlying our forecast of earnings and cash available for distribution included in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause our ability to distribute cash to differ materially from those estimates.
        The forecast of cash available for distribution set forth in "Cash Distribution Policy and Restrictions on Distributions" includes our forecast of our results of operations, Adjusted EBITDA and cash available for distribution for the twelve months ending June 30, 2014. We estimate that our total cash available for distribution for the twelve months ending June 30, 2014 will be approximately $51.6 million, as compared to approximately $58.9 million for the year ended December 31, 2012 and approximately $50.8 million for the twelve months ended March 31, 2013, each on a pro forma basis.
        Our management prepared the forecast of cash available for distribution set forth in "Cash Distribution Policy and Restrictions on Distributions" to present estimated cash available for distribution for the twelve months ending June 30, 2014. Such prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. This information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information. The assumptions underlying our forecast of cash available for distribution are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could adversely affect our ability to distribute cash from that which is forecasted. If we do not achieve our forecasted results, we may not be able to pay the minimum quarterly distribution or any amount on our common units or subordinated units or the corresponding distribution on our general partner's 2.0% interest, in which event the market price of our common units may decline materially.
        Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained in this prospectus, nor expressed any opinion or any other form of assurance on such information or its achievability. Our independent registered public accounting firm assumes no responsibility for, and disclaims any association with, such prospective financial information.
Soda ash prices have been and in the future may be volatile, and lower soda ash prices will negatively affect our financial position and results of operations.
        Our only product is soda ash, and the market price of soda ash directly affects the profitability of our operations. If the market price for soda ash declines, our sales will decrease. Historically, the global
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market and, to a lesser extent, the domestic market for soda ash have been volatile, and those markets are likely to remain volatile in the future. In the past, we have reduced production to mitigate the impact of low soda ash prices. Volatility in soda ash prices can make it difficult to predict the cash we may have on hand at any given time, and a prolonged period of low soda ash prices may materially and adversely affect our financial position, liquidity (including our borrowing capacity under the OCI Wyoming Credit Facility), ability to finance planned capital expenditures and results of operations.
        To illustrate the volatility of the price of soda ash, according to IHS data, over the last five years, the weighted average price of soda ash in the U.S. has ranged from a high of $157 per short ton in 2012 to a low of $128 per short ton in 2008. Over the same period, the weighted average price of soda ash in Europe, India and South America, the three regions with the highest soda ash demand outside of the United States and China, ranged from a high of $254 per short ton in 2008 to a low of $204 per short ton in 2010, with a weighted average price of $233 per short ton in 2012 and $231 per short ton for the three months ended March 31, 2013.
        Prices for soda ash may fluctuate in response to relatively minor changes in the supply of and demand for soda ash, market uncertainty and other factors beyond our control. These factors include:
•
overall economic conditions; 

•
the level of customer demand, including in the glassmaking industry; 

•
the level of production and exports of soda ash globally; 

•
the level of production of materials used to produce soda ash, including trona ore or synthetic materials, globally; 

•
the cost of energy consumed in the production of soda ash, including the price of natural gas, electricity and coal; 

•
the impact of non-ANSAC members increasing their capacity and exports; 

•
domestic and foreign governmental relations, regulations and taxes; and 

•
political conditions or hostilities and unrest in regions where we export soda ash.
A substantial portion of our costs are attributable to transportation and freight costs. Increases in freight costs could increase our costs significantly and adversely affect our results of operations.
        Most soda ash is sold inclusive of transportation costs, which make up a substantial portion of the total delivered cost to the customer. We transport our soda ash by rail or truck and ocean vessel. As a result, our business and financial results are sensitive to increases in rail freight, trucking and ocean vessel rates. Increases in transportation costs, including increases resulting from emission control requirements, port taxes and fluctuations in the price of fuel, could make soda ash a less competitive product for glass manufacturers when compared to glass substitutes or recycled glass, or could make our soda ash less competitive than soda ash produced by competitors that have other means of transportation or are located closer to their customers. Under our current rail transport contract, our rail freight rates increase each year based upon an industry price index. We may be unable to pass on our freight and other transportation costs in full because market prices for soda ash are generally determined by supply and demand forces.
An increase in natural gas prices, or an interruption in our natural gas supply would negatively impact our competitive cost position when compared to other foreign and domestic soda ash producers.
        We rely on natural gas as the main energy source in our soda ash production process, and therefore the cost of natural gas is a significant component of the total production cost for our soda ash. Natural gas prices have historically been volatile, with the Henry Hub Natural Gas Spot Price
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ranging between $1.63 and $18.48 per mmBTU during the period from 1999 to 2013. As of July 19, 2013, the NYMEX natural gas futures closing price for August delivery was $3.79 per mmBTU. Furthermore, the price of natural gas could increase as a result of reduced domestic drilling and production activity due to increased government regulation of that activity. Drilling and production operations are subject to extensive federal, state, local and foreign laws and government regulations concerning, among other things, emissions of pollutants and greenhouse gases, hydraulic fracturing, and the handling of natural gas and other substances used in connection with natural gas operations, such as drilling fluids and wastewater. In addition, natural gas operations are subject to extensive federal, state and local taxation. More stringent legislation, regulation or taxation of natural gas drilling activity in the United States could directly curtail such activity or increase the cost of drilling, resulting in reduced levels of drilling activity and therefore increased natural gas prices.
        Although we have a policy of making forward purchases of approximately one-third of our natural gas needs within six months of use, we have not historically used, and have no current intention of using, derivative instruments to hedge our exposure to natural gas prices. Any material increase in natural gas prices could adversely impact our operations by making us less competitive with other soda ash producers who do not use natural gas as a key input. If U.S. natural gas prices were to increase to a level where foreign soda ash producers were able improve their competitive position on a unit cost basis, this would negatively affect our competitive cost position.
All of our operations are conducted at one facility. Any adverse developments at our facility could have a material adverse effect on our results of operations and therefore our ability to make cash distributions to our unitholders.
        Because all of our operations are conducted at a single facility, an event such as an explosion, fire, equipment malfunction or severe weather conditions that adversely affect our facility could significantly disrupt our trona mining or soda ash production operations and our ability to supply soda ash to our customers. While we maintain business interruption insurance, our policy includes a sizeable deductible and is subject to customary limitations and exclusions. Any sustained disruption in our ability to meet our obligations under our sales agreements could have a material adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.
Due to our lack of product diversification, adverse developments in the soda ash industry would adversely affect our results of operations and our ability to make cash distributions to our unitholders.
        We rely exclusively on the revenues generated from the production and sale of soda ash. An adverse development in the market for soda ash in U.S. or foreign markets would have a significantly greater impact on our operations and cash available for distribution to our unitholders than it would on other companies that have a more diverse asset and product base. Some of the soda ash producers with which we compete sell a more diverse range of products to broader markets.
Approximately 98% of our soda ash is shipped via rail, and we rely on one rail line to service our facility under a contract that expires in 2014. Interruptions of service on this rail line could adversely affect our results of operations and our ability to make cash distributions to our unitholders.
        We ship approximately 98% of our soda ash from our facility on a single rail line under a contract with the Union Pacific Railroad Company, or Union Pacific. Our current transportation contract with Union Pacific expires in 2014 and there can be no assurance that it will be renewed on terms favorable to us or at all. Rail operations are subject to various risks that may result in a delay or lack of service at our facility, including mechanical problems, extreme weather conditions, work stoppages, labor strikes and operating hazards. Moreover, if Union Pacific's financial condition were adversely affected, it could decide to cease or suspend service to our facility. If we are unable to ship soda ash by rail, it would be impracticable to ship all of our soda ash by truck and it would be cost-prohibitive to construct
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a rail connection to the closest alternative rail line that is approximately 140 miles from our facility. Any delay or failure in the rail services on which we rely could have a material adverse effect on our financial condition and results of operations and our ability to make distributions to our unitholders. Moreover, if we do not ship a significant portion of our soda ash production on the Union Pacific rail line during a twelve-month period, we must pay Union Pacific a shortfall payment under the terms of our transportation agreement.
A significant portion of the demand for soda ash comes from glass manufacturers and other industrial end users whose businesses can be adversely affected by economic downturns.
        A significant portion of the demand for soda ash comes from glass manufacturers and other industrial customers. Companies that operate in the industries that glass manufacturers serve, including the automotive, construction and glass container industries, may experience significant fluctuations in demand for their own end products because of economic conditions, changes in consumer demand, or increases in raw material and energy costs. In addition, many large end users of soda ash depend upon the availability of credit on favorable terms to make purchases of raw materials such as soda ash. As interest rates increase or if our customers' creditworthiness deteriorates, this credit may be expensive or difficult to obtain. If these customers cannot obtain credit on favorable terms, they may be forced to reduce their purchases of soda ash. These and other factors may lead some customers to seek renegotiation or cancellation of their existing arrangements with us, which could have a material adverse effect on our results of operations and our ability to distribute cash to unitholders.
A significant portion of our international sales of soda ash are to ANSAC, a U.S. export cooperative, and therefore adverse developments at ANSAC or its customers, or in any of the markets in which we make direct international sales, could adversely affect our ability to compete in certain international markets.
        We, along with two other U.S. trona-based soda ash producers, utilize ANSAC as our exclusive export vehicle for sales to customers in all countries excluding Canada, South Africa and members of the European Community and European Free Trade Area, which provides us with the benefits of large purchases of soda ash and significant economies of scale in managing international sales and logistics. We derived approximately 49.6% of our net sales in 2012 and 43.5% of our net sales in the three months ended March 31, 2013 from sales to ANSAC. Because ANSAC makes sales to its end customers directly and then allocates a portion of such sales to each member, we do not have direct access to ANSAC's customers and we have no direct control over the credit or other terms ANSAC extends to its customers. As a result, we are indirectly vulnerable to ANSAC's customer relationships and the credit and other terms ANSAC extends to its customers. Any adverse change in ANSAC's customer relationships could have a direct impact on ANSAC's ability to make sales and our ability to make sales to ANSAC. In addition, to the extent ANSAC extends credit or other favorable terms to its end customers and those customers subsequently default under sales contracts or otherwise fail to perform, we would have no direct recourse against them.
        Furthermore, from time to time international competition authorities have conducted inquiries into the potentially anti-competitive nature of ANSAC's activities. The Secretariat of Economic Law of the Ministry Justice of Brazil has commenced an investigation into ANSAC's activities in Brazil. We and the two other members of ANSAC have been named in these investigations. An unfavorable outcome in any such investigation could result in our having to pay fines or penalties, either directly or through ANSAC, or otherwise adversely affect the ability of ANSAC to continue serving export markets. In the event of an unfavorable outcome in any such investigation, the withdrawal of one of the other two members of ANSAC or the dissolution of ANSAC, we would be forced to use alternative methods to facilitate additional direct export sales, resulting in less favorable arrangements in respect of logistics or sales. Any of these developments could lead us to incur significant additional costs and may result in lower pricing for our export sales, which could have a negative impact on our results of operations,
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financial condition and our ability to distribute cash to our unitholders. For more information about ANSAC, see "Business—Customers."
        In addition, there is currently an anti-dumping commission inquiry underway in southern Africa. Soda ash manufacturers based in southern Africa are claiming that U.S. based manufacturers of soda ash are selling soda ash in the southern African trading region at prices that are lower than domestic prices in the United States. We sell soda ash directly in South Africa to one customer, the annual revenues from which are less than 1% of our total revenues. In July 2013, we received a questionnaire from the South African International Trade Administration Commission, or the ITAC, relating to this inquiry. We understand that other U.S. based suppliers of soda ash and various trade organizations have received the same questionnaire. We are currently determining the appropriate response to this questionnaire. The ITAC will determine whether there is sufficient evidence of dumping and whether there is evidence of injury to the Southern African Customs Union-based manufacturers. Based on the ITAC's findings, it is possible that import duties will be imposed on our soda ash sales to South Africa. We can make no assurances as to the size or impact of any import duties that may be imposed on us.
If the percentage of our international sales increases as a percentage of total sales, our gross margin would decrease and the average trade credit payment period of our customers would increase, which could adversely affect our financial position and our ability to distribute cash to our unitholders.
        From 2010 to 2012, our international sales of soda ash as a percentage of total sales increased from 43.5% to 56.9%. Our gross margin for international sales is lower than our gross margin for domestic sales because the average price of soda ash sold internationally is lower than the average price of soda ash sold domestically. Lower margins could adversely affect our financial position and our ability to distribute cash to our unitholders.
        We typically receive payment for our domestic sales 36 to 47 days following the date of shipment, while for international sales, we typically receive payment 68 to 104 days following the date of shipment. Therefore, an increase in our international sales and a decrease in domestic sales would extend the average time period for our receipt of payment for our soda ash, which could expose us to greater credit risk from our customers, increase our working capital requirements and negatively affect the amount of cash available for distribution to our unitholders.
Our contracts and exclusive arrangements with our customers have terms of three months to three years, and our customers are not obligated to purchase any amount of soda ash from us.
        The terms of our customer contracts vary by geography. Most of our domestic contracts have terms of one to three years. Our European contracts typically have a term of one year, and some Asian contracts have only a three-month term. We understand that ANSAC's customer contract terms also vary by region. Moreover, our customer contracts are not exclusive dealing or take-or-pay arrangements. Additionally, we may lose a customer for any number of reasons, including as a result of a merger or acquisition, the selection of another provider of soda ash, business failure or bankruptcy of the customer or dissatisfaction with our performance or pricing. Loss of any of our major customers could adversely affect our business, results of operations and cash flow.
Increased use of glass substitutes and recycled glass may affect demand for soda ash, which could adversely affect our result of operations.
        Increased use of glass substitutes or recycled glass in the container industry could have a material adverse effect on our results of operations and financial condition. Container glass production is one of the principal end markets for soda ash. Competition from increased use of glass substitutes, such as plastic and recycled glass, has had a negative effect on demand for soda ash. Demand for soda ash by the glass container industry has generally declined over the last ten years. We believe that the use of
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containers containing alternative materials such as plastic and aluminum will continue to affect negatively the growth in domestic demand for soda ash.
We are exposed to trade credit risk in the ordinary course of our business activities.
        We extend credit to our customers as a normal part of our business, and as such, are subject to the credit risk of our customers, including the risk of loss resulting from nonpayment or nonperformance. Typical industry contract terms are net 30 days from date of shipment for domestic U.S. customers. We have experienced nonperformance by our customers and counterparties in the past, and we take reserves for accounts more than 90 days past due. Some of our customers and counterparties may be highly leveraged and subject to their own operating and regulatory risks. Our credit procedures and policies may not be adequate to eliminate customer credit risk, and we may not adequately assess the creditworthiness of existing or future customers. In addition, even if our procedures work properly, our customers may experience unanticipated deterioration of their creditworthiness. Material nonpayment or nonperformance by our customers could have a material adverse effect on our financial condition and results of operations and on our ability to distribute cash to our unitholders.
We face intense competition, including from companies that have capital resources greater than ours and that have more diversified operations.
        We face competition from a number of soda ash producers in the United States, Europe and Asia, some of which have greater market share and greater financial, production and other resources than we do. Some of our competitors are diversified global corporations that have many lines of business. Some of our competitors have greater capital resources and may be in a better position to withstand a long term deterioration in the soda ash market. Other competitors, even if smaller in size, may have greater experience and stronger relationships in their local markets. Competitive pressures could make it more difficult for us to retain our existing customers and attract new customers, which could have a material adverse effect on our business, financial condition, results of operations and ability to distribute cash to our unitholders. Competition could also intensify the negative impact of factors that decrease demand for soda ash in the markets we serve, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of soda ash. We expect to face competition from Turkey's trona-based soda ash production in the next several years. In addition, China is the largest producer of synthetic soda ash in the world and historically has exported only a small percentage of its production. If Chinese producers, which we believe are supported by government subsidies, and other new producers were to begin exporting significant quantities of soda ash, including on non-commercial terms, the supply of soda ash in the global market could materially increase and put downward pressure on pricing. Please read "Industry—Global Market and Supply and Demand."
Unfavorable economic conditions may reduce demand for our products, which could adversely affect our results of operations.
        Worldwide soda ash demand generally correlates to global economic growth generally. The U.S. economy and global capital and credit markets remain volatile. Worsening economic conditions or factors that negatively affect the economic health of the United States and other parts of the world into which we or ANSAC sells soda ash could reduce our revenues and adversely affect our results of operations. The recent global financial crisis and sovereign debt crises in Europe have led to a global economic slowdown, with the economies of those regions showing significant signs of weakness, resulting in greater volatility in the U.S. economy and in the global capital and credit markets. These markets have been experiencing disruption, including volatility in securities markets, diminished liquidity and credit availability, credit ratings downgrades, failure and potential failures of major financial institutions, unprecedented government support of financial institutions and high
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unemployment rates. Instability in consumer confidence and increased unemployment have increased concerns of prolonged economic weakness. These developments may adversely affect the ability of our customers to obtain financing to perform their obligations to us. We believe that further deterioration of economic conditions or a prolonged period of economic weakness will have an adverse impact on our results of operations, business and financial condition, as well as our ability to distribute cash to our unitholders.
Our reserve data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of our reserves.
        Our reserve estimates may vary substantially from the actual amounts of minerals we are be able to recover economically from our reserves. There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond our control. Estimates of reserves necessarily depend upon a number of variables and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions relate to:
•
future prices of soda ash, mining and production costs, capital expenditures and transportation costs; 

•
future mining technology; 

•
the effects of regulation by governmental agencies; and 

•
geologic and mining conditions, which may not be identified by available exploration data and may differ from our experiences in areas where we currently mine.
Actual production, revenue and expenditures with respect to our reserves will likely vary from our estimates, and these variations may be material.
Restrictions in the agreements governing OCI Wyoming's indebtedness, including the OCI Wyoming Credit Facility, could limit its operations and adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.
        On July 18, 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility. The OCI Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) OCI Wyoming's ability to:
•
make distributions on or redeem or repurchase its units; 

•
incur or guarantee additional debt; 

•
make certain investments and acquisitions; 

•
incur certain liens or permit them to exist; 

•
enter into certain types of transactions with affiliates of OCI Wyoming; 

•
merge or consolidate with another company; and 

•
transfer, sell or otherwise dispose of assets.
        The OCI Wyoming Credit Facility also contains covenants requiring OCI Wyoming to maintain certain financial ratios. For example, OCI Wyoming is subject to a consolidated fixed charge coverage ratio (as defined in the OCI Wyoming Credit Facility) of not less than 1.00 to 1.00 and a consolidated leverage ratio (as defined in the OCI Wyoming Credit Facility) of not greater than 3.00 to 1.00. OCI Wyoming's ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that OCI Wyoming will meet those ratios and tests.
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        In addition, the OCI Wyoming Credit Facility contains events of default customary for transactions of this nature, including (1) failure to make payments required under the OCI Wyoming Credit Facility, (2) events of default resulting from OCI Wyoming's failure to comply with covenants and financial ratios in the OCI Wyoming Credit Facility, (3) the institution of insolvency or similar proceedings against OCI Wyoming, (4) the occurrence of a default under any other material indebtedness OCI Wyoming may have, and (5) the occurrence of a change of control. Please read "—Our general partner interest or the control of our general partner may be transferred to a third party without unitholder consent."
        Under the OCI Wyoming Credit Facility, a change of control is triggered if OCI Chemical and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of OCI GP (or any entity that performs the functions of our general partner). In addition, a change of control would be triggered if we cease to own at least 50.1% of the economic interests in OCI Wyoming or cease to have the ability to elect a majority of the members of OCI Wyoming's partnership committee.
        The provisions of the OCI Wyoming Credit Facility may affect OCI Wyoming's ability to obtain future financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in business conditions. In addition, OCI Wyoming's failure to comply with the provisions of the OCI Wyoming Credit Facility could result in an event of default, which could enable its lenders, subject to the terms and conditions of the OCI Wyoming Credit Facility, to terminate all outstanding commitments and declare any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of OCI Wyoming's debt is accelerated, its assets may be insufficient to repay such debt in full. As a result, our results of operations and, therefore, our ability to distribute cash to unitholders, could be materially and adversely affected, and our unitholders could experience a partial or total loss of their investment. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility."
If we are not able to renew our leases and license, it will have a material adverse effect on us. Under the terms of our subsurface mining leases and license, we are required to make minimum royalty payments or annual rentals, and the royalty rates we are required to pay may change with little or no notice to us.
        All of our reserves are held under leases with the State of Wyoming and the U.S. Bureau of Land Management and a license with Anadarko Petroleum or its affiliates. As of March 31, 2013, leases covering approximately 42% of our acreage were scheduled to expire in the next seven years. If we are not able to renew our leases and license, it will have a material adverse effect on our results of operations and cash available for distribution to unitholders.
        Each of those leases and the license requires that minimum royalties or annual rentals be paid regardless of production levels. If our operations do not meet production goals, then it could have an adverse effect on our ability to pay cash distributions due to the ongoing requirement to pay minimum royalty payments despite a lack of production and the corresponding net sales.
        Under our license with Anadarko Petroleum or its affiliates, the applicable royalty rate varies based on an index. Anadarko Petroleum or its affiliates are entitled to adjust their royalty rate if we pay a higher royalty rate to certain other mineral rights owners in Sweetwater County, Wyoming. Any increase in the royalty rates we are required to pay to our lessors or licensor, or any failure by us to renew any of our leases or our license, could have a material adverse impact on our financial condition, results of operations and ability to distribute cash to our unitholders.
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Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs.
        All of our trona reserves are leased or licensed. A title defect in our leased, licensed or owned property or the loss of any lease or license upon expiration of its term, upon a default or otherwise could adversely affect our ability to mine the associated reserves and/or process the trona that we mine. In some cases, we rely on title information or representations and warranties provided by our lessors, licensor or grantors. We cannot rely on any such representations or warranties with respect to the surface land on which our facility is located because we acquired the surface land in 1991 by quitclaim deed. We have no title insurance for our interests in this property. Any challenge to our title or leasehold interests could delay our operations and could ultimately result in the loss of some or all of our interest in the property. From time to time we also may be in default with respect to leases or the license for properties on which we have mining operations. In such events, we may have to close down or alter significantly the sequence of such mining operations, which may adversely affect our future soda ash production and future revenues. If we mine on property that we do not own, lease or license, we could incur liability for such mining and be subject to regulatory sanction and penalties. Also, in any such case, the investigation and resolution of title issues would divert management's time from our business, and our results of operations could be adversely affected. As a result, our results of operations, business and financial condition, as well as our ability to pay distributions to our unitholders may be materially adversely affected.
Mining development, exploration and processing operations pose numerous hazards and uncertainties that may negatively affect our business.
        Mining and processing operations involve many hazards and uncertainties, including, among other things:
•
seismic activity; 

•
ground failures; 

•
industrial accidents; 

•
environmental contamination or leakage; 

•
fires and explosions; 

•
unusual and unexpected rock formations or water conditions; 

•
flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; and 

•
mechanical equipment failure and facility performance problems.
        These occurrences could damage or destroy our properties or production facilities, or result in personal injury or wrongful death claims, environmental damage to our properties or the properties of others, delays in, or prohibitions on, mining or processing, increased production costs, asset write downs, monetary losses and legal liability, which could have an adverse effect on our results of operations and financial condition. In particular, underground mining and related processing activities present inherent risks of injury to persons and damage to equipment. Our insurance policies provide limited coverage for some of these risks but will not fully cover these risks. Significant mine accidents could occur, potentially resulting in a mine shutdown or leading to liabilities, which could have a material adverse effect on our results of operations, financial condition and cash flows.
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We may be unable to obtain, maintain or renew permits necessary for our operations, which could impair our ability to conduct our operations and limit our ability to make distributions to unitholders.
        Our facility and operations require us to obtain a number of permits that impose strict regulations on various environmental and operational matters in connection with mining trona ore and producing soda ash. These include permits issued by various federal, state and local agencies and regulatory bodies. The permitting rules, and the interpretations of these rules, are complex, change frequently and are subject to discretionary interpretations by our regulators, all of which may make compliance difficult or impractical and may impair our existing operations or the development of future facilities. The public, including non-governmental organizations, environmental groups and individuals, have certain statutory rights to comment upon and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulations and otherwise engage in the permitting process, including bringing citizen's lawsuits to challenge the issuance or renewal of permits, the validity of environmental impact statements or the performance of mining activities. If permits are not issued or renewed in a timely fashion or at all or are conditioned in a manner that restricts our ability to conduct our operations economically, our cash flows may decline, which could limit our ability to distribute cash to unitholders.
Equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures.
        Our operations depend upon critical equipment that require scheduled upgrades and maintenance and may suffer unanticipated breakdowns or failures. As a result, our mining operations and processing may be interrupted or curtailed, which could have a material adverse effect on our results of operations.
        As our mine ages and we deplete our trona reserves, in order to maintain current production rates over the next five to ten years, we expect to need to use smaller mining equipment or two seam mining technique, which will increase our mining costs. In addition, our maintenance capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves.
        In addition, assets critical to our trona ore mining and soda ash production operations may deteriorate due to wear and tear or otherwise sooner than we currently estimate. Such deterioration may result in additional maintenance spending and additional capital expenditures. If these assets do not generate the amount of future cash flows that we expect, and we are not able to procure replacement assets in an economically feasible manner, our future results of operations may be materially and adversely affected.
        If any of the equipment on which we depend were severely damaged or were destroyed by fire, abnormal wear and tear, flooding, or otherwise, we may be unable to replace or repair it in a timely manner or at a reasonable cost, which would impact our ability to produce and ship soda ash, which would have a material adverse effect our results of operations, financial condition and our ability to distribute cash to our unitholders.
We may record impairment charges on our assets, including our reserves, that would adversely impact our results of operations and financial condition.
        We are required to perform impairment tests on our assets, including our trona reserves, whenever events or changes in circumstances modify the estimated useful life of or estimated future cash flows from an asset that would indicate that the carrying amount of such asset may not be recoverable or whenever management's plans change with respect to such asset. An impairment in one period may not be reversed in a later period even if prices increase. If we are required to recognize impairment charges in the future, our results of operations and financial condition may be materially and adversely affected.
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A shortage of skilled workers could reduce our labor productivity and increase our costs, which could negatively affect our business.
        Our mining and processing operations require personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. If we experience shortages of skilled workers in the future, our labor costs and overall productivity could be materially and adversely affected. If our labor costs increase or if we experience materially increased health and benefits costs, our results of operations could be materially and adversely affected.
Severe weather conditions could have a material adverse impact on our business.
        Our business could be materially adversely affected by severe weather conditions. Severe weather conditions may affect our mining and processing operations by resulting in weather-related damage to our facility and equipment or impact our ability to transport soda ash from our facility. In addition, severe weather conditions could hinder our operations by causing us to halt or delay our operations, which could have a material adverse effect on our results of operations and financial condition.
Our business is subject to inherent risk, including risk relating to natural disasters, some of which we self insure. Our insurance coverage may not be adequate or available to us.
        We are covered by insurance policies maintained by our sponsor. These policies provide limited coverage for some, but not all, of the potential risks and liabilities associated with our businesses. For some risks, we do not obtain insurance or are covered by our sponsor's policies if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and certain types of insurance may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our or its existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. In addition, we cannot insure against certain environmental and pollution risks. Even where insurance coverage applies, insurers may contest their obligations to make payments. Our insurance coverage may not be adequate to cover us against losses we incur, and coverage under these policies may be depleted or may not be available to us to the extent that we otherwise exhaust its coverage limits. Our results of operations, and therefore our ability to distribute cash to unitholders, could be materially and adversely affected by losses and liabilities from uninsured or under-insured events, as well as by delays in the payment of insurance proceeds or the failure by insurers to make payments.
        We also may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. We must compensate employees for work-related injuries. If we do not make adequate provision for our workers' compensation liabilities, such claims could harm our future operating results. If we are required to pay for these fines, costs and liabilities, our financial condition, results of operations, and therefore our ability to distribute cash to unitholders, could be adversely affected.
We may be subject to litigation, the disposition of which could have a material adverse effect on our results of operations.
        The nature of our operations exposes us to possible litigation claims, including disputes with customers and providers of shipping services. Some of the lawsuits may seek fines or penalties and damages in large amounts, or seek to restrict our business activities. Because of the uncertain nature of litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us. Litigation is very costly, and the costs associated with
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prosecuting and defending litigation matters could have a material adverse effect on our results of operations.
Expansion or improvement of our existing facilities may not result in revenue increases and will be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition.
        One of the ways we may grow our business is through the expansion or improvement of our existing facility. The construction of additions or modifications to our existing facility involve numerous regulatory, environmental, political, legal and economic uncertainties that are beyond our control. Such expansion or improvement projects may also require the expenditure of significant amounts of capital, and financing may not be available on economically acceptable terms or at all. If we undertake these projects, they may not be completed on schedule, at the budgeted cost, or at all. Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. As a result, we may not be able to realize our expected investment return, which could adversely affect our results of operations and financial condition.
We may not achieve the acquisition component of our growth strategy.
        Acquisitions are an important component of our current growth strategy. We can offer no assurance that we will be able to identify any acquisition opportunities, that we will be able to grow our business through acquisitions, or that any assets or business we acquire will perform in accordance with our expectations or that our assessment concerning the value, strengths and weaknesses of assets or business acquired will prove to be correct. We have not made any acquisitions in the past, and there are currently a limited number of producers in North America with businesses similar to ours. In connection with future acquisitions, if any, we may incur debt and contingent liabilities, increased interest expense and amortization expense and significant charges relative to integration costs. In addition, our financial condition and results of operations will be adversely affected if we overpay for acquisitions.
        Acquisitions involve a number of special risks, including:
•
unforeseen difficulties extending internal control over financial reporting and performing the required assessment at the newly acquired business or assets; 

•
potential adverse short-term effects on operating results through increased costs or otherwise; 

•
diversion of management's attention and failure to recruit new, and retain existing, key personnel of the acquired business or assets; 

•
failure to implement infrastructure, logistics and systems integration successfully; and 

•
the risks inherent in the systems of the acquired business and risks associated with unanticipated events or liabilities, any of which could have a material adverse effect on our business, financial condition and results of operations.
We conduct our operations through a joint venture, which subjects us to additional risks that could have a material adverse effect on our financial condition and results of operations.
        OCI Wyoming is a joint venture with an affiliate of NRP. We may also enter into other joint venture arrangements with third parties in the future. NRP has, and these third parties may have, obligations that are important to the success of the joint venture, such as the obligation to pay their share of capital and other costs of the joint venture. The performance of these third party obligations, including the ability of our joint venture partner in OCI Wyoming, to satisfy their respective
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obligations, is outside our control. If these parties do not satisfy their obligations under the arrangement, our business may be adversely affected.
        Our joint venture arrangement may involve risks not otherwise present without such partner, including, for example:
•
our joint venture partner shares certain blocking rights over transactions between OCI Wyoming and its affiliates, including us; 

•
our joint venture partner may take actions contrary to our instructions or requests or contrary to our policies or objectives; 

•
although we control OCI Wyoming, we owe contractual duties to OCI Wyoming and its other owners, which may conflict with our interests and the interests of our unitholders; and 

•
disputes between us and our joint venture partner may result in delays, litigation or operational impasses.
        The risks described above or any failure to continue our joint venture or to resolve disagreements with our joint venture partner could adversely affect our ability to transact the business that is the subject of such joint venture, which would, in turn, negatively affect our financial condition, results of operations and ability to distribute cash to our unitholders. See "Management—OCI Wyoming Partnership Agreement."
Restrictions in the Revolving Credit Facility could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.
        On July 18, 2013, we entered into the Revolving Credit Facility. The Revolving Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) our ability (and the ability of our subsidiaries, including OCI Wyoming) to:
•
make distributions on or redeem or repurchase units; 

•
incur or guarantee additional debt; 

•
make certain investments and acquisitions; 

•
incur certain liens or permit them to exist; 

•
enter into certain types of transactions with affiliates; 

•
merge or consolidate with another company; and 

•
transfer, sell or otherwise dispose of assets.
        The Revolving Credit Facility also contains a covenant requiring us to maintain a consolidated fixed charge coverage ratio (as defined in the Revolving Credit Facility) of not less than 1.00 to 1.00. Our ability to meet that financial ratio and test can be affected by events beyond our control, and we cannot assure you that we will meet that ratio and test.
        In addition, the Revolving Credit Facility contains events of default customary for transactions of this nature, including (1) failure to make payments required under the Revolving Credit Facility, (2) events of default resulting from our failure to comply with covenants and financial ratios in the Revolving Credit Facility, (3) the institution of insolvency or similar proceedings against us, (4) the occurrence of a default under any other material indebtedness we (or any of our subsidiaries) may have, including the OCI Wyoming Credit Facility, and (5) the occurrence of a change of control. In addition, our obligations under the Revolving Credit Facility are secured by a pledge of substantially all of our assets (subject to certain exceptions), including the partnership interests in OCI Wyoming held by us.
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        Under the Revolving Credit Facility, a change of control is triggered if OCI Chemical and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of, OCI Holdings or OCI GP (or any entity that performs the functions of our general partner). In addition, a change of control would be triggered if we cease to own at least 50.1% of the economic interests in OCI Wyoming or cease to have the ability to elect a majority of the members of OCI Wyoming's partnership committee.
        The provisions of the Revolving Credit Facility may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of the Revolving Credit Facility could result in an event of default, which could enable our lenders to, subject to the terms and conditions of the Revolving Credit Facility, terminate all outstanding commitments and declare any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, the lenders could foreclose on our assets, including without limitation our ownership interests in OCI Wyoming, and our unitholders could experience a partial or total loss of their investment. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—Revolving Credit Facility."
Our level of indebtedness may increase, reducing our financial flexibility.
        In the future, we may incur significant indebtedness in order to make future acquisitions or to develop or expand our facilities and mining capabilities. Our level of indebtedness could affect our operations in several ways, including:
•
a significant portion of our cash flows could be used to service our indebtedness; 

•
a high level of debt would increase our vulnerability to general adverse economic and industry conditions; 

•
the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets, pay distributions and make certain investments; 

•
a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; 

•
our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and our industry; and 

•
a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, distributions or for general corporate or other purposes.
        A high level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our units or a refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital.
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Our general partner is a guarantor under, and its equity interests and assets (other than its general partner interests in us) are pledged as collateral for, OCI Chemical's $25 million senior secured credit facility; in the event OCI Chemical is unable to meet its obligations under that facility, or is declared bankrupt, OCI Chemical's lenders may gain control of our general partner or, in the case of bankruptcy, our partnership may be dissolved.
        On July 18, 2013, OCI Chemical entered into a senior secured credit facility, which we refer to as the OCI Chemical Credit Facility. Our general partner is a guarantor under the OCI Chemical Credit Facility, and all of our general partner's assets (other than its general partner interest in us) and OCI Chemical's ownership interest in our general partner are subject to a lien under the OCI Chemical Credit Facility. In the event OCI Chemical is unable to satisfy its obligations under the OCI Chemical Credit Facility and the lenders foreclose on their collateral, the lenders will own our general partner, and effectively all of its assets, which include the general partner interest in us and our incentive distribution rights. In such event, the lenders would own the entity that controls our management and operation. Moreover, in the event OCI Chemical becomes insolvent or is declared bankrupt, our general partner also may be deemed insolvent or declared bankrupt. Under the terms of our partnership agreement, the bankruptcy or insolvency of our general partner may cause a dissolution of our partnership.
Restrictions in the OCI Chemical Credit Facility could limit our operations and our ability to distribute cash to our unitholders.
        We and OCI Wyoming are indirectly affected by certain prohibitions and limitations contained in the OCI Chemical Credit Facility. Specifically, OCI Chemical has agreed (subject to certain exceptions in addition to those described below) that it will not, and will not permit any of its subsidiaries, including OCI Wyoming and us, to:
•
make distributions on or redeem or repurchase equity interests, other than distributions to our and OCI Wyoming's unitholders to the extent no default is in effect at such time and that the required financial ratio tests are met prior to and after giving effect to such distribution; 

•
incur or guarantee additional debt, other than debt incurred under the Revolving Credit Facility or the OCI Wyoming Credit Facility; 

•
make certain investments and acquisitions, other than investments in each of OCI Wyoming and us in an amount not to exceed $2 million per calendar year, respectively, and other exceptions set forth therein; 

•
incur certain liens or permit them to exist, other than, with respect to our and OCI Wyoming's liens, an aggregate amount outstanding at any time equal to $200,000 and $1 million, respectively; 

•
enter into certain types of transaction with affiliates, other than transactions between OCI Wyoming and us; 

•
merge or consolidate with another company ; or 

•
transfer, sell or otherwise dispose of assets, other than our and OCI Wyoming's dispositions of assets with a net book value not to exceed $500,000 and $2.5 million, respectively, in any given year.
        The OCI Chemical Credit Facility also contains covenants requiring OCI Chemical to maintain certain financial ratios. For example, OCI Chemical is subject to a consolidated fixed charge coverage ratio (as defined in the OCI Chemical Credit Facility) of not less than 1.25 to 1.00 and a consolidated leverage ratio (as defined in the OCI Chemical Credit Facility) of not greater than 3.00 to 1.00. OCI
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Chemical's ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that OCI Chemical will meet those ratios and tests.
        Due to its ownership and control of our general partner, OCI Chemical has the ability to prevent OCI Wyoming and us from taking actions that would cause OCI Chemical to violate any covenants in, or otherwise to be in default under, the OCI Chemical Credit Facility. In deciding whether to prevent OCI Wyoming or us from taking any such action, OCI Chemical will have no fiduciary duty to us or our unitholders. Moreover, if we or OCI Wyoming desire to take any action, to the extent such action would not be permitted under the OCI Chemical Credit Facility, OCI Chemical would be required to seek the consent of the lenders under the OCI Chemical Credit Facility. OCI Chemical's compliance with the covenants in the OCI Chemical Credit Facility may restrict our and OCI Wyoming's ability to undertake certain actions that might otherwise be considered beneficial to us, including borrowing under the Revolving Credit Facility or the OCI Wyoming Credit Facility to finance operations or expansions or to distribute cash to our and their respective unitholders.
        Under the OCI Chemical Credit Facility, a change of control is triggered if Enterprises and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of, OCI Chemical, OCI Holdings or OCI GP (or any entity that performs the functions of our general partner). In addition, a change of control would be triggered if we cease to own at least 50.1% of the economic interests in OCI Wyoming or cease to have the ability to elect a majority of the members of OCI Wyoming's partnership committee.
        Any debt instruments that OCI Chemical or any of its affiliates enter into in the future, including any amendments to the OCI Chemical Credit Facility, may include additional or more restrictive limitations that may impact our ability to conduct our business. These additional restrictions could adversely affect our ability to finance our future operations or capital needs or engage in, expand or pursue our business activities.
We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities.
        Our operations are subject to stringent and complex federal, state and local environmental laws and regulations that govern the discharge of materials into the environment or otherwise relate to environmental protection. Examples of these laws include:
•
the federal Clean Air Act and analogous state laws that impose obligations related to air emissions; 

•
the federal Comprehensive Environmental Response, Compensation and Liability Act, known as CERCLA or the Superfund law, and analogous state laws that regulate the cleanup of hazardous substances that may be or have been released at properties currently or previously owned or operated by us or at locations to which our wastes are or have been transported for disposal; 

•
the federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws that regulate discharges from our facilities into state and federal waters, including wetlands and the Green River; 

•
the federal Resource Conservation and Recovery Act, or RCRA, and analogous state laws that impose requirements for the storage, treatment and disposal of solid and hazardous waste from our facilities; 

•
the Endangered Species Act, or ESA; and 

•
the Toxic Substances Control Act, or TSCA, and analogous state laws that impose requirements on the use, storage and disposal of various chemicals and chemical substances at our facility.
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        These laws and regulations may impose numerous obligations that are applicable to our operations, including the acquisition of permits to conduct regulated activities, the incurrence of capital or operating expenditures to limit or prevent releases of materials from our facility, and the imposition of substantial liabilities and remedial obligations for pollution resulting from our operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency, or the EPA, and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly corrective actions. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of our operations. In addition, we may experience a delay in obtaining or be unable to obtain required permits or regulatory authorizations, which may cause us to lose potential and current customers, interrupt our operations and limit our growth and revenue. In addition, future changes in environmental or other laws may result in additional compliance expenditures that have not been pre-funded and which could adversely affect our business and results of operations and our ability to make cash distributions to our unitholders.
        There is a risk that we may incur costs and liabilities in connection with our operations due to historical industry operations and waste disposal practices, our handling of wastes and potential emissions and discharges related to our operations. Private parties, including the owners of the properties on which we operate, may have the right to pursue legal actions to require remediation of contamination or enforce compliance with environmental requirements as well as to seek damages for personal injury or property damage. For example, an accidental release from our facility could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage and fines or penalties for related violations of environmental laws or regulations. Under the terms of the omnibus agreement, our sponsor will indemnify us for certain potential environmental and toxic tort claims, losses and expenses associated with the operation of the assets contributed to us and occurring before the closing date of this offering. However, the maximum liability of our sponsor for these indemnification obligations will not exceed $10 million, which may not be sufficient to fully compensate us for such claims, losses and expenses. In addition, changes in environmental laws occur frequently, and any such changes that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our operations or financial position. We may not be able to recover all or any of these costs from insurance. Please read "Business—Environmental Matters" for more information.
The adoption of climate change legislation by Congress could result in increased operating costs and reduced demand for the soda ash we produce.
        Many nations have agreed to limit emissions of "greenhouse gases," or GHGs, pursuant to the United Nations Framework Convention on Climate Change, also known as the "Kyoto Protocol." Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of coal, oil, natural gas and refined petroleum products, are GHGs regulated by the Kyoto Protocol. The United States signed, but did not ratify, the Kyoto Protocol. Although the United States is not participating in the Kyoto Protocol at this time, several states or geographic regions have adopted legislation and regulations to reduce emissions of GHGs. The EPA has adopted two sets of related rules, one of which purports to regulate emissions of GHGs from motor vehicles, and the other of which regulates emissions of GHGs from large stationary sources of emissions such as power plants or industrial facilities. The EPA finalized the motor vehicle rule in April 2010, and it became effective in January 2011. The EPA adopted the stationary source rule, also known as the "Tailoring Rule," in May 2010, and it became effective in January 2011. Additionally, in September 2009, the EPA issued a final rule requiring the reporting of GHG emissions from specified large GHG emission sources in the United States, including soda ash manufacturers, beginning in 2011 for emissions occurring in 2010. In
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addition, the EPA has continued to adopt GHG regulations of other industries, such as the March 2012 proposed GHG rule restricting future development of coal-fired power plants. As a result of this continued regulatory focus, future GHG regulations of the soda ash industry remain a possibility.
        In addition, the U.S. Congress has from time to time considered adopting legislation to reduce emissions of GHGs, and almost one-half of the states have already taken legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG "cap and trade" programs. Although the U.S. Congress has not adopted such legislation at this time, it may do so in the future and many states continue to pursue regulations to reduce GHG emissions. Most of these cap and trade programs work by requiring major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and natural gas processing plants, to acquire and surrender emission allowances corresponding with their annual emissions of GHGs. These programs work by reducing the number of allowances available for purchase each year until the overall GHG emission reduction goal is achieved. As the number of GHG emission allowances declines each year, the cost or value of allowances is expected to escalate significantly. Restrictions on GHG emissions that may be imposed in various states could adversely affect the soda ash industry.
        In addition, there has been public discussion that climate change may be associated with extreme weather conditions, such as more intense hurricanes, thunderstorms, tornados and snow or ice storms, as well as rising sea levels. Another possible consequence of climate change is increased volatility in seasonal temperatures. Some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages. Extreme weather conditions can interfere with our production and increase our costs, and damage resulting from extreme weather may not be fully insured. However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations.
We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and ability to distribute cash to unitholders.
        We are subject to a number of federal and state laws and regulations related to safety, including the Occupational Safety and Health Administration, or OSHA, the Mine Safety and Administration, or MSHA, and comparable state statutes, the purposes of which are to protect the health and safety of workers. In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents. Failure to comply with OSHA and MSHA requirements and related state regulations, including general industry standards, record keeping requirements and monitoring and control of occupational exposure to regulated substances, could have a material adverse effect on our results of operations, financial condition and ability to make cash distributions if we are subjected to significant penalties, fines or compliance costs.
All of the net proceeds from this offering will be distributed to OCI Chemical. As a result, none of the net proceeds will be available to us to fund our operations, to maintain or grow our asset base or to pay distributions to public unitholders.
        Because we will distribute all of the net proceeds from the sale of common units in this offering to OCI Chemical, including net proceeds from the sale of additional common units pursuant to the underwriters' option to purchase additional common units, we will not receive any of the net proceeds from this offering. Consequently, none of the net proceeds from this offering will be available to us to fund our operations, to maintain or grow our asset base or to pay distributions to the public unitholders. Please read "Use of Proceeds."
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The amount of cash we have available for distribution to holders of our units depends primarily on our cash flow and not solely on profitability, which may prevent us from making cash distributions during periods when we record net income.
        The amount of cash we have available for distribution depends primarily upon our cash flow, including cash flow from reserves and working capital or other borrowings, and not solely on profitability, which will be affected by non-cash items. As a result, we may pay cash distributions during periods when we record net losses for financial accounting purposes and may not pay cash distributions during periods when we record net income.

 Risks Inherent in an Investment in Us
Our sponsor owns and controls our general partner, which has sole responsibility for conducting our business and managing our operations. Our general partner and its affiliates, including our sponsor, have conflicts of interest with us and our unitholders and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our unitholders.
        Following this offering, our sponsor will own and control our general partner and will appoint all of the officers and directors of our general partner. Although our general partner has a duty to manage us in a manner that is beneficial to us and our unitholders, the executive officers and directors of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to our sponsor. Therefore, conflicts of interest will arise between our sponsor or any of its affiliates, including our general partner, on the one hand, and us or any of our unitholders, on the other hand. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of its affiliates over the interests of our common unitholders. These conflicts include the following situations:
•
neither our partnership agreement nor any other agreement requires our sponsor to pursue a business strategy that favors us, and the directors and officers of our sponsor have a fiduciary duty to make these decisions in the best interests of our sponsor, which may be contrary to our interests. Our sponsor may choose to shift the focus of its investment and growth to areas not served by our assets; 

•
our general partner is allowed to take into account the interests of parties other than us, such as our sponsor, in exercising certain rights under our partnership agreement, which may effectively limit its duty to our unitholders; 

•
many of the officers and a majority of the directors of our general partner are also officers and/or directors of our sponsor and will owe fiduciary duties to our sponsor. The officers of our general partner will also devote significant time to the business of our sponsor and will be compensated by our sponsor accordingly; 

•
our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limits our general partner's liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty; 

•
except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval; 

•
our largest customers is ANSAC, of which our affiliate, OCI Chemical is one of three members, and our officers periodically serve as chairman of ANSAC; 

•
our sponsor and its affiliates are not limited in its ability to compete with us and may compete directly with us for acquisition opportunities;
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•
our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that we distribute to our unitholders; 

•
our general partner determines the amount and timing of any capital expenditure and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. Our partnership agreement does not set a limit on the amount of maintenance capital expenditures that our general partner may determine to be necessary or appropriate. Please read "How We Make Distributions to Our Partners—Capital Expenditures" for a discussion regarding when a capital expenditure constitutes a maintenance capital expenditure or an expansion capital expenditure. This determination can affect the amount of cash that is distributed to our unitholders, which, in turn, may affect the ability of the subordinated units to convert. Please read "How We Make Distributions to Our Partners—Subordination Period"; 

•
our general partner may cause us to borrow funds to pay cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period; 

•
our partnership agreement permits us to classify up to $             million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or to our general partner in respect of the incentive distribution rights; 

•
our general partner determines which costs incurred by it and its affiliates are reimbursable by us; 

•
our partnership agreement does not restrict our general partner from causing us to pay our general partner or its affiliates for any services rendered to us or from entering into additional contractual arrangements with its affiliates on our behalf; 

•
our general partner intends to limit its liability regarding our contractual and other obligations; 

•
our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of the common units; 

•
our general partner controls the enforcement of obligations that it and its affiliates owe to us, including our sponsor's obligations under the omnibus agreement and its commercial agreement with us; 

•
our general partner decides whether to retain separate counsel, accountants or others to perform services for us; 

•
our general partner may transfer its incentive distribution rights without unitholder approval; and 

•
our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner's incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or the unitholders. Any such election may result in lower distributions to the common unitholders in certain situations.
We expect that we will distribute substantially all of our available cash, which could limit our ability to grow and make acquisitions.
        We expect that we will distribute substantially all of our available cash to our unitholders and will rely primarily upon external financing sources, including commercial bank borrowings and the issuance
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of debt and equity securities, to fund any acquisitions and expansion capital expenditures. If we are unable to finance growth externally, our cash distribution policy will impair our ability to grow.
        In addition, because we intend to distribute substantially all of our available cash, we may not grow as quickly as businesses that reinvest their cash to expand ongoing operations. Moreover, our maintenance capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our partnership agreement or the Revolving Credit Facility on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growth strategy will increase our interest expense, which, in turn, may impact the cash that we have available to distribute to our unitholders.
Our partnership agreement does not contain a requirement for us to pay distributions to our unitholders, and we do not guarantee that we will pay the minimum quarterly distribution or any distribution on the units in any quarter.
        Our partnership agreement does not contain a requirement for us to pay distributions to our unitholders, and we do not guarantee that we will pay the minimum quarterly distribution or any distribution on the units in any quarter. Our partnership agreement generally may not be amended during the subordination period without the approval of our public common unitholders (excluding common units held by our general partner and its affiliates) other than in certain circumstances where no unitholder approval is required. However, our partnership agreement can be amended with the consent of our general partner and the approval of a majority of the outstanding common units (including common units held by affiliates of our general partner) after the subordination period has ended. At the closing of this offering, affiliates of our general partner will own, directly or indirectly, approximately        % of the outstanding common units and all of our outstanding subordinated units. Please read "The Partnership Agreement—Amendment of the Partnership Agreement."
Our partnership agreement replaces our general partner's fiduciary duties to holders of our common units with contractual standards governing its duties.
        Our partnership agreement contains provisions that eliminate and replace the fiduciary standards to which our general partner would otherwise be held by Delaware law regarding fiduciary duty and replace those duties with several different contractual standards. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our unitholders other than the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the partners where the language in the partnership agreement does not provide for a clear course of action. This provision entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our limited partners. Examples of decisions that our general partner may make in its individual capacity include:
•
how to allocate business opportunities among us and its affiliates; 

•
whether to exercise its limited call right; 

•
whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner; 

•
how to exercise its voting rights with respect to the units it owns; 

•
whether to exercise its registration rights;
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•
whether to elect to reset target distribution levels; 

•
whether to transfer the incentive distribution rights or any units it owns to a third party; and 

•
whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
        By purchasing a common unit, a unitholder is treated as having consented to the provisions in the partnership agreement, including the provisions discussed above. Please read "Conflicts of Interest and Contractual Duties—Duties of the General Partner."
Our partnership agreement restricts the remedies available to holders of our units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
        Our partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under Delaware law regarding fiduciary duty under state fiduciary duty law. For example, our partnership agreement provides that:
•
whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity; 

•
our general partner will not have any liability to us or our unitholders for a decision made in its capacity as a general partner so long as such decisions are made in good faith; 

•
our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and 

•
our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is: 

•
approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; 

•
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates; 

•
determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or 

•
determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
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        In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner or the conflicts committee must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our common unitholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to such affiliate transaction or conflict of interest satisfies either of the standards set forth in the third and fourth bullets above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
Our sponsor and other affiliates of our general partner are not restricted in their ability to compete with us.
        Our partnership agreement provides that our general partner will be restricted from engaging in any business activities other than acting as our general partner and those activities incidental to its ownership of interests in us. Affiliates of our general partner, including our sponsor and its other subsidiaries, are not prohibited from owning assets or engaging in businesses that compete directly or indirectly with us. Our sponsor may make investments in and purchases of entities that acquire, own and operate other soda ash producing assets. Our sponsor will be under no obligation to make any acquisition opportunities available to us. Moreover, while our sponsor may offer us the opportunity to buy additional assets from it, it is under no contractual obligation to accept any offer we might make with respect to such opportunity.
        Pursuant to the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our general partner or any of its affiliates, including its executive officers and directors and our sponsor. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to us. This may create actual and potential conflicts of interest between us and affiliates of our general partner and result in less than favorable treatment of us and our common unitholders. Please read "Conflicts of Interest and Contractual Duties."
Our general partner, or any transferee holding a majority of the incentive distribution rights, may elect to cause us to issue common units to it in connection with a resetting of the minimum quarterly distribution and target distribution levels related to its incentive distribution rights, without the approval of the conflicts committee of our general partner or the holders of our common units. This election could result in lower distributions to holders of our common units in certain situations.
        The holder or holders of a majority of the incentive distribution rights, which is initially our general partner, have the right, at any time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48.0%) for each of the prior four consecutive fiscal quarters (and the amount of each such distribution did not exceed adjusted operating surplus for each such quarter), to reset the minimum quarterly distribution and the initial target distribution levels at higher levels based on our cash distribution at the time of the exercise of the reset election. Following such a reset election, the minimum quarterly distribution will be reset to an amount equal to the average cash distribution per unit for the two fiscal quarters immediately preceding the reset election (such amount is referred to as the "reset minimum quarterly distribution"), and the target distribution levels will be reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution. Our general partner has the right to transfer the incentive distribution rights at any time, in whole or in part, and any transferee holding a majority
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of the incentive distribution rights will have the same rights as our general partner with respect to resetting target distributions.
        In the event of a reset of our minimum quarterly distribution and target distribution levels, our general partner will be entitled to receive, in the aggregate, a number of common units equal to that number of common units that would have entitled the holder of such units to an aggregate quarterly cash distribution in the two-quarter period prior to the reset election equal to the distribution to our general partner on the incentive distribution rights in the quarter prior to the reset election prior two quarters. Our general partner will also be issued the number of general partner units necessary to maintain its general partner interest in us that existed immediately prior to the reset election (currently 2.0%). We anticipate that our general partner would exercise this reset right to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion. However, our general partner or a transferee could also exercise this reset election at a time when it is experiencing, or expects to experience, declines in the cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued common units rather than retain the right to receive incentive distributions based on target distribution levels that are less certain in the then-current business environment. This risk could increase if our incentive distribution rights have been transferred to a third-party. As a result, a reset election may cause our common unitholders to experience dilution in the amount of cash distributions that they otherwise would have received had we not issued new common units to our general partner in connection with resetting the target distribution levels. Please read "How We Make Distributions to Our Partners—General Partner's Right to Reset Incentive Distribution Levels."
Holders of our common units have limited voting rights and are not entitled to appoint our general partner or its directors, which could reduce the price at which our common units will trade.
        Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. Unitholders will have no right on an annual or ongoing basis to appoint our general partner or its board of directors. The board of directors of our general partner, including the independent directors, is chosen entirely by our sponsor as a result of its ownership in our general partner and not by our unitholders. As a result of these limitations, the secondary market price at which the common units will trade could decline because of the absence or reduction of a takeover premium in the trading price. Unlike publicly traded corporations, we will not conduct annual meetings of our unitholders to appoint directors or to conduct other matters routinely conducted at annual meetings of stockholders of corporations. Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders' ability to influence the manner or direction of management.
Even if holders of our common units are dissatisfied, they cannot initially remove our general partner without its consent.
        If our unitholders are dissatisfied with the performance of our general partner, they will have limited ability to remove our general partner. The vote of the holders of at least 66 2 / 3 % of all outstanding common and subordinated units voting together as a single class is required to remove our general partner. Following the closing of this offering, our sponsor will own an aggregate of            our outstanding units (or            of our outstanding units, if the underwriters exercise their option to purchase additional common units in full). Also, if our general partner is removed without cause during the subordination period and no units held by the holders of the subordinated units or their affiliates are voted in favor of that removal, all remaining subordinated units will automatically be converted into common units and any existing arrearages on the common units will be extinguished. Removal of our general partner under these circumstances would adversely affect our common units by prematurely
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eliminating their distribution and liquidation preference over our subordinated units, which would otherwise have continued until we had met certain distribution and performance tests. Cause is narrowly defined in our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the business, so the removal of our general partner because of unitholder dissatisfaction with the performance of our general partner in managing our partnership will most likely result in the termination of the subordination period and conversion of all subordinated units to common units.
Unitholders will experience immediate and substantial dilution in net tangible book value of $            per common unit.
        The estimated initial public offering price of $            per common unit (the mid-point of the price range set forth on the cover page of this prospectus) exceeds our pro forma net tangible book value of $            per common unit. Based on the estimated initial public offering price of $            per common unit, unitholders will incur immediate and substantial dilution of $            per common unit. This dilution results primarily because the assets contributed to us by affiliates of our general partner are recorded at their historical cost in accordance with GAAP, and not their fair value. Please read "Dilution."
Our general partner interest or the control of our general partner may be transferred to a third party without unitholder consent.
        Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of our unitholders. Furthermore, our partnership agreement does not restrict the ability of our sponsor to transfer its ownership interest in our general partner to a third party. In such a situation, the new members of our general partner would be in a position to replace the board of directors and executive officers of our general partner with their own designees and thereby exert significant control over the decisions taken by the board of directors and executive officers of our general partner. This effectively permits a "change of control" without the vote or consent of our unitholders.
The incentive distribution rights held by our general partner, or indirectly held by our sponsor, may be transferred to a third party without unitholder consent.
        Our general partner or our sponsor may transfer the incentive distribution rights to a third party at any time without the consent of our unitholders. If our sponsor transfers the incentive distribution rights to a third party but retains its ownership interest in our general partner, our general partner may not have the same incentive to grow our partnership and increase quarterly distributions to unitholders over time as it would if our sponsor had retained ownership of the incentive distribution rights. For example, a transfer of incentive distribution rights by our sponsor could reduce the likelihood of our sponsor accepting offers made by us to purchase assets owned by it, as it would have less of an economic incentive to grow our business, which in turn would impact our ability to grow our asset base.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.
        If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price equal to the greater of (1) the average of the daily closing price of the common units over the 20 trading days preceding the date three days before notice of exercise of the call right is first mailed
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and (2) the highest per-unit price paid by our general partner or any of its affiliates for common units during the 90-day period preceding the date such notice is first mailed. We refer to this right in this prospectus as the limited call right. As a result, unitholders may be required to sell their common units at an undesirable time or price and may receive no return or a negative return on their investment. Unitholders may also incur a tax liability upon a sale of their units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the limited call right. There is no restriction in our partnership agreement that prevents our general partner from issuing additional common units and exercising its limited call right. If our general partner exercised its limited call right, the effect would be to take us private and, if the units were subsequently deregistered, we would no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act. Upon consummation of this offering, and assuming no exercise of the underwriters' option to purchase additional common units, our sponsor will own an aggregate of        % of our common and subordinated units. At the end of the subordination period, assuming no additional issuances of units (other than upon the conversion of the subordinated units), our sponsor will own        % of our common units. For additional information about this right, please read "The Partnership Agreement—Limited Call Right."
We may issue additional units without unitholder approval, which would dilute existing unitholder ownership interests.
        Our partnership agreement does not limit the number of additional limited partner interests we may issue at any time without the approval of our unitholders. Any additional partnership interests that we issue may be senior to the common units in right of distribution, liquidation and voting. The issuance of additional common units or other equity interests of equal or senior rank will have the following effects:
•
our existing unitholders' proportionate ownership interest in us will decrease; 

•
the amount of cash available for distribution on each unit may decrease; 

•
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; 

•
because the amount payable to holders of incentive distribution rights is based on a percentage of the total cash available for distribution, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same; 

•
the ratio of taxable income to distributions may increase; 

•
the relative voting strength of each previously outstanding unit may be diminished; 

•
the market price of the common units may decline; 

•
the amounts available for distributions to our common unitholders may be reduced or eliminated; and 

•
the claims of the common unitholders to our assets in the event of our liquidations may be subordinated.
Our general partner intends to limit its liability regarding our obligations.
        Our general partner intends to limit its liability under contractual arrangements so that the counterparties to such arrangements have recourse only against our assets, and not against our general partner or its assets. Our general partner may therefore cause us to incur indebtedness or other obligations that are nonrecourse to our general partner. Our partnership agreement permits our
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general partner to limit its liability, even if we could have obtained more favorable terms without the limitation on liability. In addition, we are obligated to reimburse or indemnify our general partner to the extent that it incurs obligations on our behalf. Any such reimbursement or indemnification payments would reduce the amount of cash otherwise available for distribution to our unitholders.
The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private markets, including sales by our sponsor or other large holders.
        After this offering, we will have            common units and            subordinated units outstanding, which includes the             common units we are selling in this offering that may be resold in the public market immediately. All of the subordinated units will convert into common units on a one-for-one basis at the end of the subordination period. All of the            common units (            if the underwriters do not exercise their option to purchase additional common units) that are issued to our sponsor will be subject to resale restrictions under a 180-day lock-up agreement with the underwriters. Each of the lock-up agreements with the underwriters may be waived at the discretion of            .We have agreed to provide registration rights to our sponsor and general partner. Sales by our sponsor or other large holders of a substantial number of our common units in the public markets following this offering, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities.
Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.
        Our partnership agreement restricts unitholders' voting rights by providing that any units held by a person or group that owns 20% or more of any class of units then outstanding, other than our general partner and its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter.
Cost reimbursements due to our general partner and its affiliates for services provided to us or on our behalf will reduce our earnings and therefore our ability to distribute cash to our unitholders. The amount and timing of such reimbursements will be determined by our general partner.
        Prior to making any distribution on the common units, we will reimburse our general partner and its affiliates for all expenses they incur and payments they make on our behalf. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and its affiliates may be reimbursed. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates will reduce our earnings and therefore our ability to distribute cash to our unitholders. Please read "Cash Distribution Policy and Restrictions on Distributions."
There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop. Following this offering, the price of our common units may fluctuate significantly, and unitholders could lose all or part of their investment.
        Prior to this offering, there has been no public market for the common units. After this offering, there will be only             publicly traded common units, assuming no exercise of the underwriters' over-allotment option. In addition, our sponsor will own            common units and             subordinated units, representing an aggregate of approximately        % limited partner interest in us. We do not know the extent to which investor interest will lead to the development of a trading market
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or how liquid that market might be. Unitholders may not be able to resell their common units at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the common units and limit the number of investors who are able to buy the common units.
        The initial public offering price for our common units will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of the common units that will prevail in the trading market. The market price of our common units may decline below the initial public offering price. The market price of our common units may also be influenced by many factors, some of which are beyond our control, including:
•
the level of our quarterly distributions; 

•
our quarterly or annual earnings or those of other companies in our industry; 

•
a change in our relationship with our sponsor or ANSAC; 

•
announcements by us or our competitors of significant contracts or acquisitions; 

•
changes in accounting standards, policies, guidance, interpretations or principles; 

•
general economic conditions; 

•
the failure of securities analysts to cover our common units after this offering or changes in financial estimates by analysts; 

•
future sales of our common units; and 

•
the other factors described in these "Risk Factors."
Your liability may not be limited if a court finds that unitholder action constitutes control of our business.
        A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law, and we conduct business primarily in Wyoming and Georgia. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some jurisdictions. You could be liable for any and all of our obligations as if you were a general partner if a court or government agency were to determine that:
•
we were conducting business in a state but had not complied with that particular state's partnership statute; or 

•
your right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute "control" of our business.
        For a discussion of the implication of the limitations of liability on a unitholder, please read "The Partnership Agreement—Limited Liability."
Unitholders may have liability to repay distributions and in certain circumstances may be personally liable for the obligations of the partnership.
        Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, or the Delaware Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that, for a period of three years from the date of the impermissible distribution, limited partners who received a distribution and
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who knew at the time of such distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Transferees of common units are liable both for the obligations of the transferor to make contributions to the partnership that were known to the transferee at the time of transfer and for those obligations that were unknown if the liabilities could have been determined from the partnership agreement. Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
        We are classified as an emerging growth company. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies, including certain requirements relating to accounting standards and compensation disclosure. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to (1) provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold unitholder advisory votes on executive compensation. We are choosing to "opt out" of the extended transition period for complying with new or revised accounting standards, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common units less attractive to investors.
        We are an emerging growth company, as defined in the JOBS Act, and we intend to take advantage of certain temporary exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our common units less attractive if we rely on this exemption. If some investors find our common units less attractive as a result, there may be a less active trading market for our common units, and the secondary market price of our common units may be more volatile.
If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected.
        We are in the early phases of evaluating the design and operation of our internal control over financial reporting and will not complete our review until after this offering is completed. We are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded partnership, we will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes Oxley Act of 2002, which will require our management to certify financial and other information in our
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quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting.
        Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a publicly traded partnership, we will need to implement additional internal controls, reporting systems and procedures and hire additional accounting, finance and legal staff. Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ending December 31, 2014, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our first annual report subsequent to our ceasing to be an emerging growth company under the JOBS Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our annual report for the fiscal year ending December 31, 2018. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.
If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our units.
        Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our units.
The stock exchange on which our common units will be traded does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements.
        We have applied to list our common units on the NYSE. Unlike most corporations, we are not required by the stock exchange rules to have, and we do not intend to have, a majority of independent directors on our general partner's board of directors or compensation and nominating and corporate governance committees. Additionally, any future issuance of additional common units or other securities, including to affiliates, will not be subject to shareholder approval rules. Accordingly, unitholders will not have the same protections afforded to certain corporations that are subject to all of the stock exchange corporate governance requirements. Please read "Management" and "Executive Compensation and Other Information."
We will incur increased costs as a result of being a publicly traded partnership.
        We have no history operating as a publicly traded partnership. As a publicly traded partnership, we will incur significant legal, accounting and other expenses that we did not incur prior to this offering. In addition, the Sarbanes-Oxley Act of 2002, as well as rules implemented by the SEC and the NYSE, require publicly traded entities to adopt various corporate governance practices that will further increase our costs. Before we are able to make distributions to our unitholders, we must first pay or
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reserve cash for our expenses, including the costs of being a publicly traded partnership. As a result, the amount of cash we have available for distribution to our unitholders will be affected by the costs associated with being a public company.
        Prior to this offering, we have not filed reports with the SEC. Following this offering, we will become subject to the public reporting requirements of the Exchange Act. We expect these rules and regulations to increase certain of our legal and financial compliance costs and to make activities more time-consuming and costly. For example, as a result of becoming a publicly traded partnership, our board of directors, which will, in fact, be the board of directors of our general partner, are required to have at least three independent directors, create an audit committee and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal controls over financial reporting. In addition, we will incur additional costs associated with our publicly traded partnership reporting requirements.
        We also expect to incur significant expense in order to obtain director and officer liability insurance. Because of the limitations in coverage for directors, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.
        We estimate that we will incur approximately $3.0 million of incremental costs per year associated with being a publicly traded partnership; however, it is possible that our actual incremental costs of being a publicly traded partnership will be higher than we currently estimate.

 Tax Risks to Common Unitholders
        In addition to reading the following risk factors, please read "Material U.S. Federal Income Tax Consequences" for a more complete discussion of the expected material U.S. federal income tax consequences of owning and disposing of common units.
Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced.
        The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for U.S. federal income tax purposes.
        Despite the fact that we are organized as a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for U.S. federal income tax purposes. Although we do not believe, based upon our current operations and on an opinion of counsel, that we will be so treated the IRS could disagree with positions we take, or a change in our business (or a change in current law) could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.
        If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 35%, and would likely pay state income tax at varying rates. Distributions to you would generally be taxed again as corporate distributions, which would be taxable as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes, and no income, gains, losses, deductions or credits recognized by us would flow through to you. Because tax would be imposed upon us as a corporation, our after tax earnings, and therefore our ability to distribute cash to you, would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and
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after-tax return to the unitholders, likely causing a substantial reduction in the value of our common units.
        Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.
        The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. For example, from time to time, members of Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. Any such changes could negatively impact the value of an investment in our common units.
Unitholders will be required to pay taxes on their respective shares of our income even if they do not receive any cash distributions from us.
        Because our unitholders will be treated as partners to whom we will allocate taxable income that could be different in amount than the cash we distribute, unitholders will be required to pay U.S. federal income taxes and, in some cases, state and local income taxes on their respective shares of our taxable income whether or not you receive cash distributions from us. Unitholders may not receive cash distributions from us equal to their respective shares of our taxable income or even equal to the actual tax liability that results from that income.
The sale or exchange of 50% or more of our or OCI Wyoming's capital and profits interests during any twelve-month period will result in the termination of our partnership or OCI Wyoming for U.S. federal income tax purposes.
        We will be considered to have terminated as a partnership for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. Immediately following this offering, our sponsor will directly and indirectly own more than 50% of the total interests in our capital and profits. Therefore, a transfer by our sponsor of all or a portion of its interests in us could result in a termination of us as a partnership for U.S. federal income tax purposes. Our termination would, among other things, result in the closing of our taxable year for all unitholders and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than the calendar year, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in his taxable income for the year of termination. Our termination currently would not affect our classification as a partnership for U.S. federal income tax purposes but instead, after our termination we would be treated as a new partnership for U.S. federal income tax purposes. If we were treated as a new partnership, we would be required to make new tax elections and could be subject to penalties if we were unable to determine that a termination occurred. Similarly, any actual or deemed transfers of 50% or more of the capital of OCI Wyoming in a twelve-month period will cause a termination of OCI Wyoming, resulting in the same deferral of depreciation deductions discussed above with respect to our termination. Please read "Material U.S. Federal Income Tax Consequences—
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Disposition of Units—Constructive Termination" for a discussion of the consequences of our termination for U.S. federal income tax purposes.
Tax gain or loss on the disposition of our common units could be more or less than expected.
        If you sell your common units, you will recognize a gain or loss equal to the difference between the amount realized and your tax basis in those common units. Because distributions in excess of your allocable share of our net taxable income result in a decrease in your tax basis in your common units, the amount, if any, of such prior excess distributions with respect to the units you sell will, in effect, become taxable income to you if you sell such units at a price greater than your tax basis in those units, even if the price you receive is less than your original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture of depreciation, depletion or certain other expense deductions and certain other items. In addition, because the amount realized includes a unitholder's share of our liabilities, if you sell your units, you may incur a tax liability in excess of the amount of cash you receive from the sale. Please read "Material U.S. Federal Income Tax Consequences—Disposition of Units—Recognition of Gain or Loss" for a further discussion of the foregoing.
Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.
        Investments in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts, or "IRAs", and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes, and non-U.S. persons will be required to file federal tax returns and pay tax on their shares of our taxable income. If you are a tax-exempt entity or a non-U.S. person, you should consult your tax advisor before investing in our common units.
If the IRS contests the U.S. federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our earnings and therefore our ability to distribute cash to you.
        The IRS may adopt positions that differ from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest by the IRS may materially and adversely impact the market for our common units and the price at which they trade. Our costs of any contest by the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our earnings and therefore our ability to distribute cash.
We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.
        Because we cannot match transferors and transferees of common units, we will adopt depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to you. Our counsel is unable to opine as to the validity of such filing positions. It also could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to your tax returns. Please read "Material U.S. Federal Income Tax Consequences—Tax Consequences of Unit
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Ownership—Section 754 Election" for a further discussion of the effect of the depreciation and amortization positions we adopt.
We will prorate our items of income, gain, loss and deduction between transferors and transferees of our units based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
        We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. Nonetheless, we allocate certain deductions for depreciation of capital additions based upon the date the underlying property is placed in service. The use of this proration method may not be permitted under existing Treasury Regulations, and although the U.S. Treasury Department issued proposed Treasury Regulations allowing a similar monthly simplifying convention, such regulations are not final and do not specifically authorize the use of the proration method we have adopted. Accordingly, our counsel is unable to opine as to the validity of this method. If the IRS were to successfully challenge our proration method, we may be required to change the allocation of items of income, gain, loss, and deduction among our unitholders.
A unitholder whose common units are the subject of a securities loan (e.g., a loan to a "short seller" to cover a short sale of common units) may be considered as having disposed of those common units. If so, he would no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.
        Because there is no tax concept of loaning a partnership interest, a unitholder whose common units are the subject of a securities loan may be considered as having disposed of the loaned units. In that case, he may no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those common units could be fully taxable as ordinary income. Our counsel has not rendered an opinion regarding the treatment of a unitholder whose common units are the subject of a securities loan. As a result, unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller should modify any applicable brokerage account agreements to prohibit their brokers from borrowing their common units.
We will adopt certain valuation methodologies and monthly conventions for U.S. federal income tax purposes that may result in a shift of income, gain, loss and deduction between our general partner and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.
        When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders and our general partner. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and our general partner, which may be unfavorable to such unitholders. Moreover, under our valuation methods, subsequent purchasers of common units may have a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, or our allocation of the Section 743(b) adjustment attributable to our tangible and intangible
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assets, and allocations of taxable income, gain, loss and deduction between our general partner and certain of our unitholders. Our counsel has not rendered an opinion regarding these valuation methods.
        A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of taxable gain from our unitholders' sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders' tax returns without the benefit of additional deductions.
You will likely be subject to state and local taxes and return filing requirements in states where you do not live as a result of investing in our common units.
        In addition to U.S. federal income taxes, you may be subject to other taxes, including state and local income taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if you do not live in any of those jurisdictions. Further, you may be subject to penalties for failure to comply with those requirements. As we make acquisitions or expand our business, we may own assets or conduct business in additional states or foreign jurisdictions that impose a personal income tax. It is your responsibility to file all U.S. federal, foreign, state and local tax returns. Our counsel has not rendered an opinion on any U.S. federal non-income tax or any foreign, state or local tax consequences of an investment in our common units.
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 USE OF PROCEEDS
        We intend to use the estimated net proceeds of approximately $         million from this offering (based on an assumed initial offering price of $        per common unit, the mid-point of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts, the structuring fee and offering expenses, to make a distribution to OCI Chemical.
        If and to the extent the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters pursuant to such exercise will be issued to the public and the remainder of the                additional common units, if any, will be issued to OCI Holdings. Any such units issued to OCI Holdings will be issued for no additional consideration. If the underwriters exercise their option to purchase additional common units in full, the additional net proceeds to us would be approximately $         million. The net proceeds from any exercise of the underwriters' option to purchase additional common units will be distributed to OCI Chemical.
        A $1.00 increase or decrease in the assumed initial public offering price of $            per common unit would cause the net proceeds from this offering, after deducting underwriting discounts, the structuring fee and estimated offering expenses, to increase or decrease, respectively, by approximately $             million.
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 CAPITALIZATION
        The following table shows cash and cash equivalents and capitalization as of March 31, 2013:
•
on a historical basis with respect to our Predecessor; and 

•
on a pro forma basis with respect to OCI Resources after giving effect to this offering and other formation transactions described under "Summary—Formation Transactions and Partnership Structure," including the application of the net proceeds from this offering as described under "Use of Proceeds."
        We derived this table from, you should be read it in conjunction with, and it is qualified in its entirety by reference to, the unaudited historical financial statements of our Predecessor and the unaudited pro forma financial statements of OCI Resources, as of March 31, 2013, and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

								
 	 	As of March 31, 2013
(Unaudited)	 	
 	 	Predecessor
Historical	 	OCI Resources
Pro Forma	 	
 	 	(in millions)	 	
Cash and cash equivalents	 	$	39.3	 	$	39.0	 	
 	 	 	 	 	 	
Long-term debt	 	 	 	 	 	 	 	
OCI Wyoming Credit Facility(1)	 	$	31.0	 	$	135.0	 	
Revenue bonds due 2017	 	 	8.6	 	 	8.6	 	
Revenue bonds due 2018	 	 	11.4	 	 	11.4	 	
Revolving Credit Facility(2)	 	 	—	 	 	—	 	
Less: Current portion of long-term debt	 	 	(4.0	)	 	—	 	
 	 	 	 	 	 	
Total long term debt	 	$	47.0	 	$	155.0	 	
 	 	 	 	 	 	
Partnership equity(3)	 	 	            	 	 	            	 	
Common units—public	 	 	            	 	 	            	 	
Common units—OCI Holdings	 	 	            	 	 	            	 	
Subordinated units—OCI Holdings	 	 	            	 	 	            	 	
General partner interest	 	 	            	 	 	            	 	
 	 	 	 	 	 	
Total partners' capital/partners' net investment attributable to OCI Resources LP	 	 	            	 	 	            	 	
Total equity	 	$	244.1	 	$	216.7	 	
 	 	 	 	 	 	
Total capitalization	 	$	291.1	 	$	371.7	 	

(1)
On July 18, 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility and borrowed $135.0 million under that facility to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility."

(2)
On July 18, 2013, we entered into the Revolving Credit Facility. We do not expect to have any borrowings outstanding under the Revolving Credit Facility at the completion of this offering. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—Revolving Credit Facility."

(3)
On a pro forma basis, as of March 31, 2013, the public would have held        common units, OCI Holdings would have held an aggregate of         common units and        subordinated units, and our general partner would have held        general partner units.
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 DILUTION
        Dilution is the amount by which the offering price paid by the purchasers of common units sold in this offering will exceed the pro forma net tangible book value per unit after the offering. On a pro forma basis as of March 31, 2013, our net tangible book value was $         million, or $        per unit. Purchasers of common units in this offering will experience immediate and substantial dilution in net tangible book value per unit for financial accounting purposes, as illustrated in the following table:

								
Assumed initial public offering price per common unit	 	 	            	 	$	            	 	
Pro forma net tangible book value per unit before the offering(1)	 	$	            	 	 	            	 	
Decrease in pro forma net tangible book value per unit attributable to purchasers in the offering	 	 	            	 	 	            	 	
 	 	 	 	 	 	 	
Less: Pro forma net tangible book value per unit after the offering(2)	 	 	            	 	 	            	 	
 	 	 	 	 	 	 	
Immediate dilution in pro forma net tangible book value per unit attributable to purchasers in the offering(3)(4)	 	 	            	 	$	            	 	

(1)
Determined by dividing the number of units (        common units,                subordinated units and                general partner units) to be issued to OCI Holdings and its affiliates for its contribution of assets and liabilities to us into the pro forma net tangible book value of the contributed assets and liabilities.

(2)
Determined by dividing the total number of units to be outstanding after the offering (        common units,                subordinated units and                 general partner units) into our pro forma net tangible book value, after giving effect to the application of the net proceeds from this offering.

(3)
If the initial public offering price were to increase or decrease by $1.00 per common unit and the number of units to be offered remains the same, then dilution in net tangible book value per common unit would equal $        and $        , respectively.

(4)
Because the total number of units outstanding following this offering will not be impacted by any exercise of the underwriters' option to purchase additional common units and any net proceeds from such exercise will not be retained by us, there will be no change to the dilution in net tangible book value per common unit to purchasers in the offering due to any such exercise of the option.
        The following table sets forth the number of units that we will issue and the total consideration contributed to us by OCI Holdings and its affiliates and by the purchasers of common units in this offering upon completion of the transactions contemplated by this prospectus:

														
 	 	Units Acquired	 	Total Consideration	 	
 	 	Number	 	Percent	 	Amount	 	Percent	 	
 	 	 	 	 	 	(Dollars
in millions)	 	 	 	
Common Units owned by OCI Holdings(1)(2)(3)	 	 	        	 	 	         	%	$	        	 	 	         	%	
Public Common Units	 	 	        	 	 	         	%	$	        	 	 	         	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	        	 	 	100.0	%	$	        	 	 	100.0	%	

(1)
The units acquired by OCI Holdings, and our general partner consist of        common units,        subordinated units, and         general partner units.

(2)
Assumes the underwriters' option to purchase additional common units is not exercised.
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(3)
The assets contributed by OCI Holdings were recorded at historical cost in accordance with GAAP. Book value consideration provided by the general partner and its affiliates, as of March 31, 2013, after giving effect to the application of net proceeds from this offering, is as follows:

					
 	 	(Dollars in thousands) 	 	
Book value of net assets contributed	 	$	            	 	
Less: Reimbursement and distribution to OCI Chemical from net proceeds from this offering	 	 	            	 	
 	 	 	 	
Total consideration	 	$	            	 	
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 CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS
         You should read the following discussion of our cash distribution policy in conjunction with the factors and specific assumptions upon which our cash distribution policy is based, which are included under the heading "—Assumptions and Considerations" below. In addition, you should read "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business. For additional information regarding the historical results of operations of our Predecessor and the pro forma results of operations of OCI Resources, you should refer to our historical and pro forma financial statements and the notes to those financial statements included elsewhere in this prospectus.

 General
Rationale for Our Cash Distribution Policy
        Our partnership agreement requires us to distribute all of our available cash to our unitholders. However, after taking into account reserves established by our general partner for future operations or distributions, there may not be enough available cash to pay the minimum quarterly distribution or any amount in a particular quarter. Our cash distribution policy reflects our belief that our unitholders will be better served if we distribute rather than retain available cash. Generally, our available cash is the sum of our (1) cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and (2) cash on hand resulting from working capital borrowings made after the end of the quarter. Because we are not subject to an entity-level federal income tax, we have more cash to distribute to our unitholders than would be the case if we were subject to federal income tax.
Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy
        There is no guarantee that we will distribute quarterly cash distributions to our unitholders. We do not have a legal obligation to pay the minimum quarterly distribution or any other distribution except as provided in our partnership agreement. Our cash distribution policy is subject to certain restrictions, and we may change it at any time. The reasons for such uncertainties in our stated cash distribution policy include:
•
Our cash distribution policy will be subject to restrictions on distributions under the agreements governing our outstanding debt, including the Revolving Credit Facility, and OCI Wyoming's outstanding debt, including the OCI Wyoming Credit Facility. The OCI Wyoming Credit Facility and the Revolving Credit Facility each contain various covenants and restrictive provisions that limit (subject to certain exceptions) our ability (and the ability of our subsidiaries, including OCI Wyoming) to: make distributions on or redeem or repurchase units; incur or guarantee additional debt; make certain investments and acquisitions; incur certain liens or permit them to exist; enter into certain types of transactions with affiliates; merge or consolidate with another company; and transfer, sell or otherwise dispose of assets. These facilities also contain covenants requiring us and OCI Wyoming to maintain certain financial ratios and contain customary events of default. For example, OCI Wyoming is subject to a consolidated fixed charge coverage ratio (as defined in the OCI Wyoming Credit Facility) of not less than 1.00 to 1.00 and a consolidated leverage ratio (as defined in the OCI Wyoming Credit Facility) of not greater than 3.00 to 1.00. The Revolving Credit Facility also contains a covenant requiring us to maintain a consolidated fixed charge coverage ratio (as defined in the Revolving Credit Facility) of not less than 1.00 to 1.00. Should we or OCI Wyoming be unable to satisfy these restrictions, or if we or OCI Wyoming otherwise default under the agreements governing our and OCI Wyoming's outstanding debt, we will be prohibited from making cash distributions to you notwithstanding our stated cash distribution policy. In addition, we and OCI Wyoming are indirectly affected by
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certain prohibitions and limitations contained in the OCI Chemical Credit Facility, which are similar to the covenants and restrictive provisions in the OCI Wyoming Credit Facility and the Revolving Credit Facility. Please read "Risk Factors—Risks Inherent in Our Business and Industry—Restrictions in the agreements governing OCI Wyoming's indebtedness, including the OCI Wyoming Credit Facility, could limit its operations and adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders," "—Restrictions in the Revolving Credit Facility could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders," "—Restrictions in the OCI Chemical Credit Facility could limit our operations and our ability to distribute cash to our unitholders" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt."
•
Our general partner will have the authority to establish cash reserves for the prudent conduct of our business, including for future cash distributions to our unitholders, and the establishment of or increase in those reserves could reduce our cash distributions from levels we currently anticipate under our stated cash distribution policy. Our partnership agreement does not set a limit on the amount of cash reserves that our general partner may establish. If our general partner decides in good faith to establish cash reserves, such decision will be binding on our unitholders. 

•
Our partnership agreement generally may not be amended during the subordination period without the approval of our public common unitholders other than in certain circumstances where no unitholder approval is required. However, our partnership agreement can be amended with the consent of our general partner and the approval of a majority of the outstanding common units (including common units held by OCI Holdings) after the subordination period has ended. At the closing of this offering, assuming no exercise of the underwriters' over-allotment option, OCI Holdings will own our general partner as well as approximately      % of our outstanding common units and all of our outstanding subordinated units, representing an aggregate      % limited partner interest in us. Please read "The Partnership Agreement—Amendment of the Partnership Agreement." 

•
Prior to making any distribution on the common units, we will reimburse our general partner and its affiliates for all direct and indirect expenses they incur on our behalf. Our partnership agreement does not set a limit on the amount of such expenses that may be reimbursed. These expenses may include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates. Our partnership agreement provides that our general partner will determine in good faith if and to what extent to allocate the expenses to us. The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates will reduce our ability to pay distributions to our unitholders. 

•
Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution will be made by our general partner, taking into consideration the terms of our partnership agreement. 

•
Under Section 17-607 of the Delaware Act, we may not make a distribution if the distribution would cause our liabilities to exceed the fair value of our assets. 

•
We may lack sufficient cash to pay distributions to our unitholders due to cash flow shortfalls attributable to operational, commercial or other factors as well as increases in our operating or general and administrative expenses, principal and interest payments on our outstanding debt, tax expenses, working capital requirements and anticipated cash needs. Our cash available for distribution to common unitholders is directly affected by our cash expenses necessary to run our business and will be reduced dollar-for-dollar to the extent such uses of cash increase.
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•
If we make distributions out of capital surplus, as opposed to operating surplus, any such distributions would constitute a return of capital and would result in a reduction in our minimum quarterly distribution and target distribution levels. Please read "How We Make Distributions To Our Partners—Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels." We do not anticipate that we will make any distributions from capital surplus. 

•
Our ability to make distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute cash to us. The ability of our subsidiaries to make distributions to us may be restricted by the provisions of any existing and future indebtedness, including the OCI Wyoming Credit Facility and the Revolving Credit Facility, applicable state partnership and limited liability company laws and other laws and regulations. 

•
If and to the extent our cash available for distribution materially declines, we may elect to reduce our quarterly cash distributions in order to service or repay our debt or fund expansion capital expenditures.
Our Ability to Grow May be Dependent on Our Ability to Access External Expansion Capital
        Because we will distribute all of our available cash to our unitholders, we expect that we will rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund any acquisitions and our expansion capital expenditures. We do not have any commitment by our general partner or other affiliates, including Enterprises, to provide any direct or indirect financial assistance to us following the closing of this offering. As a result, to the extent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow. In addition, because we intend to distribute all of our available cash, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units and the incremental distributions on the incentive distribution rights may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our partnership agreement or the Revolving Credit Facility on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may impact the available cash that we have available to distribute to our unitholders.

 Our Minimum Quarterly Distribution
        Upon the closing of this offering, our partnership agreement will provide for a minimum quarterly distribution of $          per unit for each complete quarter, or $          per unit on an annualized basis. Our ability to make cash distributions at the minimum quarterly distribution rate will be subject to the factors described above under "—General—Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy." Quarterly distributions, if any, will be made within 45 days after the end of each quarter, on or about the 15th day of each August, November, February and May to holders of record on or about the first day of each such month. If the distribution date does not fall on a business day, we will make the distribution on the first business day immediately following the indicated distribution date. We will not make distributions for the period that begins on July 1, 2013 and ends on the day prior to the closing of this offering other than the distribution to be made to OCI Chemical in connection with the closing of this offering as described in "Summary—Formation Transactions and Partnership Structure" and "Use of Proceeds." We intend to pay a prorated distribution covering the period from the completion of this offering through September 30, 2013, based on the number of days in that period.
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        The table below sets forth the amount of available cash needed to pay the minimum quarterly distributions on all common units, subordinated units and general partner interest that will be outstanding immediately after the closing of this offering, assuming the underwriters do not exercise their option to purchase additional common units:

											
 	 	 	 	Distributions(1)	 	
 	 	Number of
Units			 	
 			 	One Quarter	 	Annualized	 	
 	 	 	 	(Dollars in millions)	 	
Publicly held common units	 	 	        	 	$	        	 	$	        	 	
Common units held by OCI Holdings	 	 	        	 	$	        	 	$	        	 	
Subordinated units held by OCI Holdings	 	 	        	 	$	        	 	$	        	 	
General partner units held by OCI GP	 	 	        	 	$	        	 	$	        	 	
 	 	 	 	 	 	 	 	
Total	 	 	        	 	$	        	 	$	        	 	

(1)
The sums of the distribution amounts do not equal the total distribution amounts due to rounding.
        Initially, our general partner will be entitled to 2.0% of all distributions that we make prior to our liquidation. In the future, our general partner's initial 2.0% interest in these distributions may be reduced if we issue additional units and our general partner does not contribute a proportionate amount of capital to us to maintain its 2.0% general partner interest. Our general partner will also be the initial holder of our incentive distribution rights. These incentive distribution rights entitle the holder to increasing percentages, up to a maximum of 48.0%, of the cash we distribute in excess of $      per unit per quarter.
        During the subordination period, before we make any quarterly distributions to our subordinated unitholders, our common unitholders are entitled to receive payment of the full minimum quarterly distribution plus any arrearages in distributions of the minimum quarterly distribution from prior quarters. Please read "How We Make Distributions to Our Partners—Subordination Period." We cannot guarantee, however, that we will pay the minimum quarterly distribution on our common units in any quarter.
        Although holders of our common units may pursue judicial action to enforce provisions of our partnership agreement, including those related to requirements to make cash distributions as described above, our partnership agreement provides that any determination made by our general partner in its capacity as our general partner must be made in good faith and that any such determination will not be subject to any other standard imposed by the Delaware Act or any other law, rule or regulation or at equity. Our partnership agreement provides that, in order for a determination by our general partner to be made in "good faith," our general partner must believe that the determination is in our best interests. Please read "Conflicts of Interest and Contractual Duties."
        Our cash distribution policy, may not be modified or repealed without amending our partnership agreement; however, the actual amount of our cash distributions for any quarter is subject to fluctuations based on the amount of cash we generate from our business and the amount of reserves our general partner establishes in accordance with our partnership agreement as described above.
        In the sections that follow, we present in detail the basis for our belief that we would have been able to fully fund our annualized minimum quarterly distribution of $      per unit for the twelve months ended March 31, 2013. In those sections, we present two tables, consisting of:
•
"Unaudited Pro Forma Cash Available for Distribution for the Year Ended December 31, 2012 and the Twelve Months Ended March 31, 2013," in which we present the amount of cash we would have had available for distribution on a pro forma basis for the year ended December 31,
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2012 and the twelve months ended March 31, 2013, derived from our unaudited pro forma financial data that are included in this prospectus, as adjusted to give pro forma effect to this offering and the related formation transactions; and
•
"Estimated Cash Available for Distribution for the Twelve Months Ending June 30, 2014," in which we forecast our ability to generate sufficient cash available for distribution for us to pay the minimum quarterly distribution on all units for the twelve months ending June 30, 2014.

 Unaudited Pro Forma Cash Available for Distribution for the Year Ended December 31, 2012 and the Twelve Months Ended March 31, 2013
        If we had completed this offering and related transactions contemplated in this prospectus on January 1, 2012, our unaudited pro forma cash available for distribution for the year ended December 31, 2012 would have been approximately $58.9 million. This amount would exceed by approximately $         million the amount needed to pay the total annualized minimum quarterly distribution of $        per unit on all of our common, subordinated and general partner units for the year ended December 31, 2012.
        If we had completed this offering and related transactions contemplated in this prospectus on April 1, 2012, our unaudited pro forma cash available for distribution for the twelve months ended March 31, 2013 would have been approximately $50.8 million. This amount would exceed by approximately $             million the amount to pay the total annualized minimum quarterly distribution of $            per unit on all of our common, subordinated and general partner units for the twelve months ended March 31, 2013.
        Our unaudited pro forma cash available for distribution for the year ended December 31, 2012 and the twelve months ended March 31, 2013 includes $3.0 million of estimated incremental general and administrative expenses that we expect to incur as a result of becoming a publicly traded partnership. Incremental general and administrative expenses related to being a publicly traded partnership include expenses associated with annual and quarterly reporting; tax return and Schedule K-1 preparation and distribution expenses; Sarbanes-Oxley compliance expenses; expenses associated with listing on the NYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent fees; director and officer liability insurance expenses; and director compensation. These expenses are not reflected in the historical financial statements of our Predecessor or our unaudited pro forma financial statements included elsewhere in this prospectus.
        We have based the pro forma assumptions upon currently available information and estimates and assumptions. The pro forma amounts below do not purport to present the results of our operations had this offering and the related transactions contemplated in this prospectus actually been completed as of the dates indicated. Moreover, the pro forma adjustments made below contain adjustments in addition to or different from the adjustments made on our pro forma financial statements appearing elsewhere herein.
        Furthermore, cash available for distribution is a cash accounting concept, while the historical financial statements of our Predecessor and our pro forma financial statements included elsewhere in this prospectus have been prepared on an accrual basis. As a result, you should view the amount of pro forma cash available for distribution only as a general indication of the amount of cash available for distribution that we might have generated had we completed this offering and the related transactions contemplated in this prospectus on the date indicated.
        The following table illustrates, on a pro forma basis for the year ended December 31, 2012 and the twelve months ended March 31, 2013, the amount of cash that would have been available for distribution to our unitholders, assuming that the offering and the related transactions contemplated by this prospectus had been consummated on January 1, 2012 and April 1, 2012, respectively. The pro
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forma adjustments presented below give effect to this offering and the related transactions. The pro forma amounts below are presented on a twelve-month basis, and there is no guarantee that we would have had available cash sufficient to pay the full minimum quarterly distribution on all of our outstanding common, subordinated and general partner units for each quarter within the twelve-month periods presented. Certain of the adjustments are explained in further detail in the footnotes to such adjustments.

								
 	 	Year Ended
December 31, 2012	 	Twelve Months Ended
March 31, 2013	 	
 	 	(in millions, except per unit data)	 	
Pro forma net income of OCI Wyoming, L.P.	 	$	118.2	 	$	102.2	 	
Add:	 	 	 	 	 	 	 	
Depreciation and amortization expense	 	 	22.9	 	 	22.6	 	
Interest expense (net)	 	 	4.6	 	 	4.6	 	
 	 	 	 	 	 	
Pro forma Adjusted EBITDA of OCI Wyoming, L.P. (1)	 	$	145.7	 	$	129.4	 	
Less:	 	 	 	 	 	 	 	
Cash interest expense (net)	 	 	4.5	 	 	4.5	 	
Maintenance capital expenditures(2)(3)	 	 	19.5	 	 	19.0	 	
Expansion capital expenditures(3)(4)	 	 	7.9	 	 	6.6	 	
Incremental net cash interest expense associated with borrowings to fund expansion capital expenditures and amortization payments on existing debt(5)	 	 	0.4	 	 	0.4	 	
Add:	 	 	 	 	 	 	 	
Borrowings to fund expansion capital expenditures and amortization payments on OCI Wyoming, L.P.'s term loan(6)	 	 	7.9	 	 	6.6	 	
 	 	 	 	 	 	
Pro forma cash available for distribution by OCI Wyoming, L.P. 	 	$	121.3	 	$	105.5	 	
 	 	 	 	 	 	
Pro forma cash available for distribution on the 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming,  L.P. held by OCI Resources LP	 	$	61.9	 	$	53.8	 	
Less:	 	 	 	 	 	 	 	
Incremental general and administrative expenses associated with being a publicly traded partnership	 	 	3.0	 	 	3.0	 	
Pro forma cash available for distributions by OCI Resources LP	 	
$	
58.9	 	
$	
50.8	 	
Annualized minimum quarterly distribution per unit (based on a minimum quarterly distribution rate of $      per unit)	 	
$		 	
$		 	
Distributions to:	 	 	 	 	 	 	 	
Public common unitholders	 	 	 	 	 	 	 	
OCI Wyoming Holding Co.:	 	 	 	 	 	 	 	
Common units	 	 	 	 	 	 	 	
Subordinated units	 	 	 	 	 	 	 	
General partner units	 	 	 	 	 	 	 	
 	 	 	 	 	 	
Total distributions to our unitholders and general partner at the minimum quarterly distribution rate	 	$	 	 	$	 	 	
Excess of cash available for distribution over aggregate annualized minimum quarterly distribution	 	
$		 	
$		 	

(1)
We believe that, on a pro forma basis for the year ended December 31, 2012 and the twelve months ended March 31, 2013, the amount of Consolidated EBITDA and Consolidated Cash Flow (each as defined in the OCI Wyoming Credit Facility) that OCI Wyoming would have generated would have been sufficient to allow it to distribute all of its net cash flow (as defined in OCI Wyoming's partnership agreement) to its partners, including us, in accordance with its partnership
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agreement. Under the OCI Wyoming Credit Facility, OCI Wyoming may only distribute cash to its partners if there is no default thereunder then in effect and if, on a pro forma basis after giving effect to such distribution, it has a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00 and a consolidated leverage ratio of not greater than 3.00 to 1.00. The calculation of Consolidated EBITDA under the OCI Wyoming Credit Facility is different than the manner in which we calculate Adjusted EBITDA in this presentation. Please read "Selected Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures" for more information regarding Adjusted EBITDA.
(2)
Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Examples of maintenance capital expenditures are expenditures to upgrade, replace or extend the life of mining equipment, to address equipment integrity, safety and environmental laws and regulations. Our maintenance capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. These expenditures are capitalized and depreciated over their estimated useful life.

(3)
Historically, we did not make a distinction between maintenance capital expenditures and expansion capital expenditures. The amounts included are estimates of this distinction.

(4)
Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements made to increase over the long-term our operating capacity.

(5)
Prior to the restructuring on July 18, 2013, Wyoming Co., as holder of a limited partner interest in OCI Wyoming was entitled to receive an annual priority distribution of approximately $14.5 million. The preferred distribution to Wyoming Co. directly reduced OCI Wyoming's cash available for distribution to OCI Holdings. OCI Wyoming historically paid this priority distribution in equal monthly installments over the course of the fiscal year. On July 18, 2013, Wyoming Co.'s limited partner interest in OCI Wyoming was restructured and the preferred return to which Wyoming Co. was entitled was eliminated.

(6)
Because we expect that, in the future, expansion capital expenditures and amortization payments on existing debt will primarily be funded through external financing sources, we have included borrowings under the OCI Wyoming Credit Facility to offset our expansion capital expenditures and debt amortization payments.

 Estimated Cash Available for Distribution for the Twelve Months Ending June 30, 2014
        We forecast that our estimated cash available for distribution during the twelve months ending June 30, 2014 will be approximately $51.6 million. This amount would exceed by $       million the amount needed to pay the minimum quarterly distribution of $      per unit on all of our common, subordinated and general partner units for the twelve months ending June 30, 2014.
        We are providing the forecast of estimated cash available for distribution to supplement the historical financial statements of our Predecessor and our unaudited pro forma financial statements included elsewhere in this prospectus in support of our belief that we will have sufficient cash available to allow us to pay cash distributions at the minimum quarterly distribution rate on all of our units for the twelve months ending June 30, 2014. You should read "—Assumptions and Considerations" below for a discussion of the material assumptions underlying this belief. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" for information as to the accounting policies we have followed for the financial forecast.
        Our forecast reflects our judgment as of the date of this prospectus of conditions we expect to exist and the course of action we expect to take during the twelve months ending June 30, 2014. If our estimates are not achieved, we may not be able to pay the minimum quarterly distribution or any other distribution on our common units. The assumptions and estimates underlying the forecast are
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inherently uncertain and, though we consider them reasonable as of the date of this prospectus, are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the forecast, including risks and uncertainties contained in "Risk Factors." Accordingly, there can be no assurance that the forecast is indicative of our future performance or that actual results will not differ materially from those presented in the forecast.
        We have prepared the prospective financial information set forth below to present the cash available for distribution for the twelve months ending June 30, 2014. The accompanying prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in our view, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of our knowledge and belief, our expected course of action and our expected future financial performance. However, this information is not fact and readers of this prospectus should not rely upon this information as being necessarily indicative of future results or to place undue reliance on the prospective financial information.
        Neither our independent registered public accounting firm, nor any other independent accountants, has compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor has either one of them expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.
        The assumptions and estimates underlying the prospective financial information are inherently uncertain and, though considered reasonable by us as of the date of its preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Please see "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" for a discussion of various factors that could materially affect our financial condition, results of operations, business, prospects and securities. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
        We do not generally plan to publish our business plans and strategies or make external disclosures of our anticipated financial position or results of operations. Accordingly, we do not intend to update or otherwise revise the prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, we do not intend to update or revise the prospective financial information to reflect changes in general economic or industry conditions.
        Additional information relating to the principal assumptions used in preparing the projections is set forth below.
        In light of the above, the statement that we believe that we will have sufficient cash available for distribution to allow us to make the full minimum quarterly distribution on all our outstanding common units, subordinated units and general partner units for the twelve months ending June 30, 2014 should not be regarded as a representation by us or the underwriters or any other person that we will make such distributions. Therefore, you are cautioned not to place undue reliance on this information.
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        The following table presents our projection of cash available for distribution for the twelve months ending June 30, 2014 and for each quarter within such twelve-month period.

																	
 	 	Three Months Ending	 	Twelve
Months
Ending
June 30,
2014	 	
 	 	September 30,
2013	 	December 31,
2013	 	March 31,
2014	 	June 30,
2014			 	
 	 	(in millions, except per unit data)	 	
Total net sales of OCI Wyoming, L.P. 	 	$	111.3	 	$	114.4	 	$	119.9	 	$	119.9	 	$	465.6	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costs of products sold	 	 	56.6	 	 	57.4	 	 	59.3	 	 	59.3	 	 	232.6	 	
Freight costs	 	 	28.2	 	 	28.9	 	 	29.9	 	 	29.9	 	 	116.9	 	
Selling, marketing, general and administrative expenses            	 	 	2.7	 	 	2.8	 	 	3.1	 	 	3.1	 	 	11.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	 	 	87.5	 	 	89.1	 	 	92.2	 	 	92.3	 	 	361.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	 	 	23.8	 	 	25.3	 	 	27.6	 	 	27.6	 	 	104.4	 	
Interest expense (net)	 	 	(0.5	)	 	(0.8	)	 	(0.8	)	 	(0.8	)	 	(2.9	)	
Net income	 	$	23.3	 	$	24.5	 	$	26.8	 	$	26.8	 	$	101.5	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	5.6	 	 	5.6	 	 	5.6	 	 	5.6	 	 	22.4	 	
Interest expense (net)	 	 	0.5	 	 	0.8	 	 	0.8	 	 	0.8	 	 	2.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Estimated Adjusted EBITDA of OCI Wyoming, L.P. (1)	 	$	29.4	 	$	30.9	 	$	33.2	 	$	33.2	 	$	126.8	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash interest expense (net)	 	 	0.5	 	 	0.8	 	 	0.8	 	 	0.8	 	 	2.9	 	
Maintenance capital expenditures(2)	 	 	5.2	 	 	4.0	 	 	3.1	 	 	4.4	 	 	16.8	 	
Expansion capital expenditures(3)	 	 	0.4	 	 	0.9	 	 	1.9	 	 	10.6	 	 	13.7	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Borrowings to fund expansion capital expenditures	 	 	0.4	 	 	0.9	 	 	1.9	 	 	10.6	 	 	13.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Estimated cash available for distribution by OCI Wyoming, L.P. 	 	$	23.7	 	$	26.1	 	$	29.3	 	$	28.0	 	$	107.1	 	
Estimated cash available for distribution on the 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, L.P. held by OCI Resources LP	 	$	12.1	 	$	13.3	 	$	14.9	 	$	14.3	 	$	54.6	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Incremental general and administrative expenses associated with being a publicly traded partnership	 	$	0.8	 	$	0.8	 	$	0.8	 	$	0.8	 	$	3.0	 	
Estimated cash available for distribution by OCI Resources LP	 	$	11.3	 	$	12.5	 	$	14.1	 	$	13.5	 	$	51.6	 	
Annualized minimum quarterly distribution per unit (based on a minimum quarterly distribution rate of $       per unit)	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	
Distributions to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Public common unitholders	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OCI Wyoming Holding Co:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Subordinated units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General partner units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total distributions to our unitholders and general partner at the minimum quarterly distribution rate	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	
Excess of cash available for distribution over aggregate annualized minimum quarterly distribution	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	

(1)
We project that, for the three months ending September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014 and the twelve months ending June 30, 2014, the amount of Consolidated EBITDA and Consolidated Cash Flow (each as defined in the OCI Wyoming Credit Facility) that OCI Wyoming would have generated would have been sufficient to allow it to distribute all of its net cash flow (as defined in OCI Wyoming's partnership agreement) to its partners, including us, in accordance with its partnership agreement and as required by the OCI Wyoming Credit Facility. Under the OCI Wyoming Credit Facility, OCI Wyoming may only distribute cash to its partners if there is no default thereunder then in effect and if, on a pro forma basis giving effect to such distribution, it will have a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00 and a consolidated leverage ratio of not greater than 3.00 to 1.00. The calculation of Consolidated EBITDA under the Wyoming Credit Facility is different than the manner in which we calculate Adjusted EBITDA in this table. Please read "Selected Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures" for more information regarding Adjusted EBITDA.
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(2)
Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Examples of maintenance capital expenditures are expenditures to upgrade, replace or extend the life of mining equipment, to address equipment integrity, safety and environmental laws and regulations. Our maintenance and capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. These expenditures are capitalized and depreciated over their estimated useful life.

(3)
Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements made to increase over the long term our operating capacity.

 Assumptions and Considerations
        Set forth below are the material assumptions and estimates that we have made in order to demonstrate our ability to generate the minimum estimated cash available for distribution to pay the total annualized minimum quarterly distribution to all unitholders for the twelve months ending June 30, 2014. While the assumptions disclosed in this prospectus are not all-inclusive, the assumptions listed are those that we believe are significant to our forecasted results of operations. We believe our actual results of operations will approximate those reflected in our forecast, but we can give no assurance that our forecasted results will be achieved.
        Total net sales.     We estimate that our total net sales from soda ash operations will be $465.6 million for the twelve months ending June 30, 2014, consisting of $192.9 million of domestic sales and $272.7 million of international sales, as compared to $462.6 million for the twelve months ended December 31, 2012, consisting of $199.4 million of domestic sales and $263.2 million of international sales. The anticipated increase in total net sales of $3.0 million is due to higher estimated volumes offset by lower estimated prices.
•
We estimate that our total soda ash sales volumes for the twelve months ending June 30, 2014 will be 2.6 million short tons, consisting of 0.8 million short tons sold domestically and 1.8 million short tons sold internationally. For the twelve months ended December 31, 2012, our total soda ash sales volumes were 2.5 million short tons, consisting of 0.8 million short tons sold domestically and 1.6 million short tons sold internationally. The increase in international sales volume is due to growing global demand for soda ash and our efforts to increase market share in direct export markets with strengthening economies. 

•
We estimate that our domestic average sales price for the twelve months ending June 30, 2014 will be 1.7% lower than our domestic average sales price for the year ended December 31, 2012. We estimate that our international average sales price for the twelve months ending June 30, 2014 will be 5.2% lower than our international average sales price for the year ended December 31, 2012. Industry inventory levels remained high during the three months ended March 31, 2013, suggesting overall demand is down. We base our estimate of domestic and direct export sales prices on currently prevailing market prices and outlook and our current contracts. Our domestic contracts typically set a sales price for a one-year period. We estimate ANSAC sales prices based on information provided by ANSAC regarding their assessment of their customer outlook.
        Cost of products sold.     We estimate that our cost of products sold will be $232.6 million for the twelve months ending June 30, 2014, as compared to $220.6 million for the twelve months ended December 31, 2012. The anticipated increase of approximately $12.0 million is primarily due to an increase of approximately $9.3 million in energy costs.
•
We estimate that our energy costs will be $63.5 million for the twelve months ending June 30, 2014 as compared to $53.9 million for the twelve months ended December 31, 2012. This increase is primarily due to increases in our production volumes as described above and estimated increases in the price of natural gas and electricity.
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•
We estimate that depreciation and amortization expense will be $22.4 million for the twelve months ending June 30, 2014, as compared to $22.9 million for the twelve months ended December 31, 2012. Depreciation expense is consistently assumed to be based on the average depreciable asset lives and depreciation methodologies, taking into account estimated total capital expenditures primarily consisting of maintenance and expansion capital expenditures as described below.
        Freight costs.     We estimate that our freight costs will be $116.9 million for the twelve months ending June 30, 2014, as compared to $110.2 million for the twelve months ended December 31, 2012. The increase of $6.7 million is primarily attributable to an increase in export sales volumes as described above.
        Selling and marketing expense and general and administrative expense.     We estimate that selling and marketing expense and general and administrative expense will be $14.7 million for the twelve months ending June 30, 2014, which includes approximately $3.0 million in expenses associated with being a publicly traded partnership, as compared to $11.8 million for the twelve months ended December 31, 2012, which excludes incremental expenses associated with being a publicly traded partnership.
        Net cash interest expense.     We estimate net cash interest expense will be $2.9 million for the twelve months ending June 30, 2014, as compared to $1.3 million for the twelve months ended December 31, 2012. The increase in net interest expense and cash interest expense is based upon the following:
•
We have assumed that, during the twelve months ending June 30, 2014, OCI Wyoming, L.P.'s interest expense will be $2.9 million as compared to $1.5 million for the twelve months ended December 31, 2012. In addition, in July 2013, OCI Wyoming, L.P. borrowed $135.0 million to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs under the OCI Wyoming Credit Facility and will borrow $13.7 million to fund expansion capital expenditures during the twelve months ending June 30, 2014, and we assume that such borrowings will remain outstanding through June 30, 2014. 

•
The balance of the term loan under OCI Wyoming's previous credit facility was equal to $32.0 million at December 31, 2012. The balance on this loan was approximately $31.0 million at March 31, 2013 and it was repaid in July 2013 with borrowings under the OCI Wyoming Credit Facility. 

•
The balance of OCI Wyoming, L.P.'s demand revenue bonds was equal to $20.0 million at December 31, 2012 and is not expected to change during the twelve months ending June 30, 2014. 

•
We have assumed that OCI Resources LP will have no borrowings outstanding under the Revolving Credit Facility during the twelve months ending June 30, 2014.
        Capital expenditures.     We estimate that total capital expenditures will be $30.5 million for the twelve months ending June 30, 2014, as compared to $27.4 million for the twelve months ended December 31, 2012. The anticipated increase in capital expenditures is based upon the following assumptions:
•
We estimate that maintenance capital expenditures will be $16.8 million for the twelve months ending June 30, 2014 compared to $19.5 million for the twelve months ended December 31, 2012. Our maintenance capital expenditures are estimated based on the anticipated upkeep and overhaul requirements of our mining equipment and facilities. The majority of maintenance capital expenditures for the twelve months ending June 30, 2014 are related to investments in increasing surface tailings capacity and upgrades to our condensate system.
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•
We estimate expansion capital expenditures will be $13.7 million for the twelve months ending June 30, 2014, compared to $7.9 million for the twelve months ended December 31, 2012. Expansion capital expenditures for the twelve months ending June 30, 2014 include investments in projects designed to (1) increase our production yield further through continued debottlenecking of our materials flow and the introduction of other process efficiencies and (2) reactivate idle units. Expansion capital expenditures in the twelve months ended December 31, 2012 included $3.9 million of expenditures to investigate expansion projects for future consideration.
        Historically, we did not make a distinction between maintenance capital expenditures and expansion capital expenditures; however, we have made an estimate of this distinction for the twelve months ended December 31, 2012.
        Regulatory, Industry and Economic Factors.     Our forecast for the twelve months ending June 30, 2014 is based on the following significant assumptions related to regulatory, industry and economic factors:
•
There will not be any new federal, state or local regulation of the portions of the soda ash industry, or any new interpretation of existing regulations, that will be materially adverse to our business. 

•
There will not be any material adverse change in the soda ash industry, commodity prices, capital or insurance markets or in general economic conditions. 

•
There will not be any material accidents, weather-related incidents, unscheduled downtime or similar unanticipated events with respect to our facilities or those of third parties on which we depend. 

•
We will not make any acquisitions, divestitures or significant capital expenditures other than as described above.
        While we believe that our assumptions supporting our estimated cash available for distribution for the twelve months ending June 30, 2014 are reasonable in light of our current beliefs concerning future events, the assumptions are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those we anticipate. If our assumptions are not realized, the actual cash available for distribution that we generate could be substantially less than the amounts that we currently expect to generate and could, therefore, be insufficient to permit us to make the full minimum quarterly distribution on all of our units, in which event the market price of our common units could decline materially.
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 HOW WE MAKE DISTRIBUTIONS TO OUR PARTNERS
        Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.

 General
Intent to Distribute the Minimum Quarterly Distribution
        Beginning with the quarter ending September 30, 2013, on or about the last day of each of February, May, August and November, we intend to distribute to the holders of record of common and subordinated units on or about the 15th day of each such month at least the minimum quarterly distribution of $            per unit, or $            on an annualized basis, to the extent we have sufficient cash after establishment of cash reserves and payment of fees and expenses, including payments to our general partner and its affiliates. We will adjust the minimum quarterly distribution for the period after the closing of the offering through September 30, 2013.
        Even if we do not modify or terminate our cash distribution policy, the amount of distributions and the decision to make any distribution will be made by our general partner. Our partnership agreement does not contain a requirement for us to pay distributions to our unitholders, and we do not guarantee that we will pay the minimum quarterly distribution or any distribution on the units in any quarter. However, our partnership agreement does contain provisions intended to motivate our general partner to make steady, increasing and sustainable distributions over time.
General Partner Interest and Incentive Distribution Rights
        Initially, our general partner will be entitled to 2.0% of all quarterly distributions from our inception until our liquidation. Our general partner has the right, but not the obligation, to contribute up to a proportionate amount of capital to us to maintain its current general partner interest. The general partner's initial 2.0% interest in these distributions will decrease if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us sufficient to maintain its 2.0% general partner interest.
        Our general partner also currently holds incentive distribution rights that entitle it to receive increasing percentages, up to a maximum of 48.0%, of the cash we distribute from operating surplus (as defined below) in excess of $            per unit per quarter. The maximum distribution of 48.0% does not include any distributions that our general partner may receive on common units or subordinated units that it owns or on its general partner interest.

 Operating Surplus and Capital Surplus
General
        Any distributions we make will be characterized as made from "operating surplus" or "capital surplus." Distributions from operating surplus are made differently than cash distributions that we would make from capital surplus. Operating surplus distributions will be made to first our unitholders. If our quarterly distributions exceed the first target distribution level described below, then operating surplus distributions will also be made to the holder of our incentive distribution rights. We do not anticipate that we will make any distributions from capital surplus. If we do make any capital surplus distribution; however, we will distribute such amount pro rata to all unitholders. The holder of the incentive distribution rights would generally not participate in any capital surplus distributions with respect to those rights.
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        In determining operating surplus and capital surplus, we will only take into account our proportionate share of our interest in our consolidated subsidiaries, so long as they are not wholly owned, as well as our proportionate share of entities accounted for under the equity method.
Operating Surplus
        We define operating surplus as:
•
$             million (as described below); plus 

•
all of our cash receipts after the closing of this offering, including amounts received by us from Enterprises under the omnibus agreement to the extent such amounts offset operating expenditures or lost revenue, and excluding cash from interim capital transactions (as defined below); plus 

•
working capital borrowings, if any, made after the end of a period but on or before the date of determination of operating surplus for the period; plus 

•
cash distributions paid in respect of equity issued (including incremental distributions on incentive distribution rights), other than equity issued on the closing date of this offering, to finance all or a portion of expansion capital expenditures in respect of the period from such financing until the earlier to occur of (1) the date the related capital asset commences commercial service and (2) the date that it is abandoned or disposed of; plus 

•
cash distributions paid in respect of debt or equity issued (including incremental distributions on incentive distribution rights) to pay the construction period interest on debt incurred, or to pay construction period distributions on equity issued, to finance the expansion capital expenditures referred to above, in each case, in respect of the period from such financing until the earlier to occur of (1) the date the capital asset is placed in service and (2) the date that it is abandoned or disposed of; plus 

•
any portion of the proceeds of this offering retained to offset discounts related to tax credits equal to the aggregate amount of such discounts provided to customers during such period; less 

•
all of our operating expenditures (as defined below) after the closing of this offering; less 

•
the amount of cash reserves established by our general partner to provide funds for future operating expenditures; less 

•
all working capital borrowings not repaid within twelve months after having been incurred, or repaid within such twelve-month period with the proceeds of additional working capital borrowings; less 

•
any cash loss realized on disposition of an investment capital expenditure.
We will include in operating surplus, when collected, cash receipts equal to our proportionate share of accounts receivable existing on the closing date of this offering that are retained by Enterprises.
        As described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders and is not limited to cash generated by our operations. For example, it includes a basket of $             million that will enable us, if we choose, to distribute as operating surplus cash we receive in the future from non-operating sources such as asset sales, issuances of securities and long-term borrowings that would otherwise be distributed as capital surplus. In addition, by including, as described above, certain cash distributions on equity interests in operating surplus, we will increase operating surplus by the amount of any such cash distributions. As a result, we may also distribute as operating surplus up to the amount of any such cash that we receive from non-operating sources.
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        The proceeds of working capital borrowings increase operating surplus, and repayments of working capital borrowings are generally operating expenditures, as described below. Therefore, we will reduce operating surplus when we repay working capital borrowings. However, if we do not repay a working capital borrowing during the twelve-month period following such borrowing, it will be deemed to be repaid at the end of such period, thereby decreasing operating surplus at such time. When such working capital borrowing is, in fact, repaid, it will be excluded from operating expenditures because operating surplus will have been previously reduced by the deemed repayment.
        We define operating expenditures in our partnership agreement, which generally means all of our cash expenditures, including:
•
taxes, 

•
reimbursement of expenses to our general partner or its affiliates, 

•
payments made in the ordinary course of business under interest rate hedge agreements or commodity hedge agreements (provided that (1) with respect to amounts paid in connection with the initial purchase of an interest rate hedge contract or a commodity hedge contract, we will amortize such amounts over the life of the applicable interest rate hedge contract or commodity hedge contract, and (2) we will include in operating expenditures payments made in connection with the termination of any interest rate hedge contract or commodity hedge contract prior to the expiration of its stipulated settlement or termination date of such contracts in equal quarterly installments over the remaining scheduled life of such contract), 

•
officer compensation, 

•
repayment of working capital borrowings, and 

•
debt service payments, maintenance capital expenditures and estimated replacement capital expenditures (as discussed in further detail below).
However, operating expenditures will not include:
•
repayment of working capital borrowings deducted from operating surplus pursuant to the penultimate bullet point of the definition of operating surplus above when such repayment actually occurs; 

•
payments (including prepayments and prepayment penalties and the purchase price of indebtedness that is repurchased and cancelled) of principal of and premium on indebtedness, other than working capital borrowings; 

•
expansion capital expenditures; 

•
investment capital expenditures; 

•
payment of transaction expenses relating to interim capital transactions; 

•
distributions to our partners (including distributions in respect of our incentive distribution rights); or 

•
repurchases of equity interests except to fund obligations under employee benefit plans.
Capital Surplus
        Capital surplus is defined in our partnership agreement as any cash distributed in excess of our operating surplus. Accordingly, we will generate capital surplus generally only by the following (which we refer to as "interim capital transactions"):
•
borrowings, refinancings or refundings of indebtedness other than working capital borrowings;
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•
sales of our equity and debt securities; 

•
sales or other dispositions of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of normal retirement or replacement of assets; and 

•
capital contributions received.
Characterization of Cash Distributions
        Our partnership agreement requires that we treat all cash we distribute as coming from operating surplus until the sum of all cash distributed since the closing of this offering equals the operating surplus from the closing of this offering through the end of the quarter immediately preceding that distribution. Our partnership agreement requires that we treat any amount distributed in excess of operating surplus, regardless of its source, as a distribution of capital surplus. As described above, operating surplus includes up to $         million, which does not reflect actual cash on hand that is available for distribution to our unitholders. Rather, it is a provision that will enable us, if we choose, to distribute as operating surplus up to this amount that would otherwise be distributed as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

 Capital Expenditures
        We distinguish between maintenance capital expenditures and expansion capital expenditures. Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Maintenance capital expenditures do not include normal repairs and maintenance, which are expensed as incurred, or significant replacement capital expenditures, as described in detail in the next paragraph. Examples of maintenance capital expenditures are expenditures to upgrade, replace or extend the life of mining equipment and to address equipment integrity, safety and environmental laws and regulations. Our maintenance capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. These expenditures are capitalized and depreciated over their estimated useful life. Given the nature of our business, we expect that our maintenance capital expenditures will be reasonably predictable, and we do not expect the amount of our actual maintenance capital expenditures to differ substantially from period to period.
        Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating capacity over the long term. Examples of expansion capital expenditures include the acquisition and/or construction of complementary assets to grow our business and to expand existing facilities, such as projects that increase production from existing facilities, to the extent such capital expenditures are expected to expand our long-term operating capacity. Expansion capital expenditures will also include interest (and related fees) on debt that we incur, and distributions on equity we issue (including incremental distributions on incentive distribution rights), to finance all or any portion of the construction of such capital improvement in respect of the period (1) commencing when we enter into a binding obligation to commence construction of a capital improvement and (2) ending on the earlier to occur of the date any such capital improvement commences commercial service and the date that it is disposed of or abandoned. We will not consider capital expenditures made solely for investment purposes to be expansion capital expenditures.
        Investment capital expenditures are those capital expenditures that are not maintenance capital expenditures or expansion capital expenditures. We expect that investment capital expenditures will consist largely of capital expenditures made for investment purposes. Examples of investment capital expenditures include traditional capital expenditures for investment purposes, such as purchases of
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securities, as well as other capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of a capital asset for investment purposes or development of assets that are in excess of the maintenance of our existing operating capacity, but which are not expected to expand, for more than the short term, our operating capacity.
        As described below, investment capital expenditures and expansion capital expenditures are not included in operating expenditures. Therefore, they will not reduce operating surplus. Because expansion capital expenditures include interest payments (and related fees) on debt incurred to finance all or a portion of the construction of a capital asset in respect of a period that (1) begins when we enter into a binding obligation to commence construction of a capital improvement and (2) ends on the earlier to occur of the date any such capital asset commences commercial service and the date that it is abandoned or disposed of, such interest payments also do not reduce operating surplus. Losses on disposition of an investment capital expenditure will reduce operating surplus when realized, and we will treat cash receipts from an investment capital expenditure as a cash receipt for purposes of calculating operating surplus only to the extent such cash receipt is a return on principal.
        Our general partner will allocate capital expenditures that we make in part for ongoing capital purposes, replacement capital purposes, investment capital purposes and/or expansion capital purposes as ongoing capital expenditures, replacement capital expenditures, investment capital expenditures or expansion capital expenditures.

 Subordination Period
General
        Our partnership agreement provides that, during the subordination period (which we describe below), the common units will have the right to receive distributions from operating surplus each quarter in an amount equal to $            per common unit, defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before we may make any distributions from operating surplus on the subordinated units. These units are deemed "subordinated" because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions from operating surplus until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Furthermore, no arrearages will be paid on the subordinated units. The practical effect of this subordination provision is to increase the likelihood that, during the subordination period, there will be sufficient cash from operating surplus to pay the minimum quarterly distribution on the common units.
Determination of Subordination Period
        OCI Holdings will initially own all of our subordinated units. Except as described below, the subordination period will begin on the closing date of this offering and expire on the first business day after the distribution to unitholders in respect of any quarter, beginning with the quarter ending September 30, 2016, if each of the following has occurred:
•
distributions from operating surplus on each of the outstanding common units; subordinated units and the related distribution on the general partner interest equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding such date; 

•
the "adjusted operating surplus" (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding such date equaled or exceeded the sum of the minimum quarterly distribution on all of the outstanding common
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units, subordinated units and the related distribution on the general partner interest during those periods on a fully diluted weighted average basis; and
•
there were, on such date, no arrearages in payment of minimum quarterly distribution on the common units.
Expiration Upon Removal of the General Partner
        In addition, if the unitholders remove our general partner other than for cause:
•
the subordinated units then held by any person will immediately and automatically convert into common units on a one-for-one basis, so long as (1) neither such person nor any of its affiliates voted any of its units in favor of removal and (2) such person is not an affiliate of the successor general partner; 

•
if all of the subordinated units convert pursuant to this provision, all cumulative common unit arrearages on the common units will be extinguished, and the subordination period will end; and 

•
our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.
Expiration of the Subordination Period
        When the subordination period ends, each outstanding subordinated unit will convert into one common unit and will then participate pro rata with the other common units in distributions.
Adjusted Operating Surplus
        Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period. It therefore excludes net increases in working capital borrowings and net draw-downs of reserves of cash generated in prior periods. Adjusted operating surplus consists of:
•
operating surplus generated with respect to that period (excluding any amounts attributable to the items described in the first bullet point under "—Operating Surplus and Capital Surplus—Operating Surplus" above); less 

•
any net increase in working capital borrowings with respect to that period; less 

•
any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus 

•
any net decrease in working capital borrowings with respect to that period; plus 

•
any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium; plus 

•
any net decrease made in subsequent periods in cash reserves for operating expenditures initially established with respect to such period to the extent such decrease results in a reduction of adjusted operating surplus in subsequent periods under to the third bullet point above.

 Distributions from Operating Surplus During the Subordination Period
        If we make a distribution from operating surplus for any quarter during the subordination period, our partnership agreement requires that we make the distribution in the following manner:
•
first , 98.0% to the common unitholders, pro rata, and 2.0% to our general partner, until we distribute for each common unit an amount equal to the minimum quarterly distribution for that quarter;
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•
second , 98.0% to the common unitholders, pro rata, and 2.0% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in the payment of the minimum quarterly distribution on the common units with respect to any prior quarters; 

•
third, 98.0% to the subordinated unitholders, pro rata, and 2.0% to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and 

•
thereafter , in the manner described in "—General Partner Interest and Incentive Distribution Rights" below.
        This discussion assumes that our general partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

 Distributions from Operating Surplus After the Subordination Period
        If we make distributions of cash from operating surplus for any quarter after the end of the subordination period, our partnership agreement requires that we make the distribution in the following manner:
•
first , 98.0% to all unitholders, pro rata, and 2.0% to our general partner until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and 

•
thereafter , in the manner described in "—General Partner Interest and Incentive Distribution Rights" below.
        This discussion assumes that our general partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

 General Partner Interest and Incentive Distribution Rights
        Our partnership agreement provides that our general partner initially will be entitled to 2.0% of all distributions that we make prior to our liquidation. Our general partner has the right, but not the obligation, to contribute up to a proportionate amount of capital to us in order to maintain its 2.0% general partner interest if we issue additional units. Our general partner's 2.0% interest, and the percentage of our cash distributions to which our general partner is entitled from such 2.0% interest, will be proportionately reduced if we issue additional units in the future (other than (1) the issuance of common units upon exercise by the underwriters of their option to purchase additional common units or upon the expiration of such option, (2) the issuance of common units upon conversion of outstanding subordinated units or (3) the issuance of common units upon a reset of the incentive distribution rights), and our general partner does not contribute a proportionate amount of capital to us in order to maintain its 2.0% general partner interest. Our partnership agreement does not require that our general partner fund its capital contribution with cash. It may, instead, fund its capital contribution by contributing to us common units or other property.
        Incentive distribution rights represent the right to receive increasing percentages (13.0%, 23.0% and 48.0%) of quarterly distributions from operating surplus after we have achieved the minimum quarterly distribution and the target distribution levels. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to certain restrictions in our partnership agreement.
        The following discussion assumes that our general partner maintains its 2.0% general partner interest and that our general partner continues to own the incentive distribution rights.
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        If for any quarter:
•
we have distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and 

•
we have distributed cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;
then we will make additional distributions from operating surplus for that quarter in the following manner:
•
first , 98.0% to all unitholders, pro rata, and 2.0% to our general partner, until each unitholder receives a total of $            per unit for that quarter (the "first target distribution"); 

•
second , 85.0% to all unitholders, pro rata, and 15.0% to our general partner, until each unitholder receives a total of $            per unit for that quarter (the "second target distribution"); 

•
third , 75.0% to all unitholders, pro rata, and 25.0% to our general partner, until each unitholder receives a total of $            per unit for that quarter (the "third target distribution"); and 

•
thereafter , 50.0% to all unitholders, pro rata, and 50.0% to our general partner.

 Percentage Allocations of Distributions from Operating Surplus
        The following table illustrates the percentage allocations of distributions from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under the column heading "Marginal Percentage Interest in Distributions" are the percentage interests of our general partner and the unitholders in any distributions from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution per Unit Target Amount." The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution also apply to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner (1) include its 2.0% general partner interest, (2) assume that our general partner has contributed any additional capital necessary to maintain its 2.0% general partner interest, (3) our general partner has not transferred its incentive distribution rights and (4) assume there are no arrearages on common units.

											
 	 	 	 	Marginal Percentage
Interest in
Distributions	 	
 	 	Total Quarterly
Distribution per Unit
Target Amount	 	Unitholders	 	General
Partner	 	
Minimum Quarterly Distribution	 	 	 	 	 	 	 	 	 	 	
First Target Distribution	 	 	 	 	 	 	 	 	 	 	
Second Target Distribution	 	 	 	 	 	 	 	 	 	 	
Third Target Distribution	 	 	 	 	 	 	 	 	 	 	
Thereafter	 	 	 	 	 	 	 	 	 	 	

 General Partner's Right to Reset Incentive Distribution Levels
        Under our partnership agreement, our general partner, as the initial holder of our incentive distribution rights, has the right under our partnership agreement to elect to relinquish its right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and target distribution levels upon which the incentive distribution payments to our general partner would be set. If our general partner transfers all
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or a portion of our incentive distribution rights in the future, then the holder, or holders of a majority, of our incentive distribution rights may exercise this right. The following discussion assumes that our general partner continues to hold all of the incentive distribution rights at the time that a reset election is made.
        Our general partner's right to reset the minimum quarterly distribution amount and the target distribution levels upon which the incentive distributions are payable, may be exercised, without approval of our unitholders or the conflicts committee of our general partner, at any time when (1) there are no subordinated units outstanding and (2) we have made cash distributions to the holders of the incentive distribution rights at the highest level of incentive distribution for the prior four consecutive fiscal quarters, and the amount of each such distribution did not exceed adjusted operating surplus for such quarter, respectively. If our general partner and its affiliates are not the holders of a majority of the incentive distribution rights when an election is made to reset the minimum quarterly distribution amount and the target distribution levels, then the proposed reset will be subject to the prior written concurrence of the general partner that the conditions described above have been satisfied.
        The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and target distribution levels prior to the reset such that our general partner will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase as described below. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the then existing levels of incentive distribution payments being made to our general partner.
        In connection with any resetting of the minimum quarterly distribution amount and target distribution levels, our general partner will be entitled to receive a number of newly issued common units based on a predetermined formula described below that takes into account the "cash parity" value of the cash distributions related to the incentive distribution rights received by our general partner for the two quarters prior to the reset event as compared to the cash distribution per common unit during such two-quarter period. Our general partner's general partner interest in us (currently 2.0%) will be maintained at the percentage immediately prior to the reset election.
        The number of common units that our general partner would be entitled to receive from us in connection with a resetting of the minimum quarterly distribution amount and the target distribution levels would be equal to the amount determined by dividing (x) the amount of cash distributions received by our general partner in respect of its incentive distribution rights for the two consecutive fiscal quarters ended immediately prior to the date of such reset election by (y) the average of the amount of cash distributed per common unit during each of these two quarters.
        Following a reset election, a baseline minimum quarterly distribution amount will equal the cash distribution amount per unit for the two fiscal quarters immediately preceding the reset election (which amount we refer to as the "reset minimum quarterly distribution"), and the target distribution levels will be reset to be correspondingly higher, such that we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:
•
first , 98.0% to all unitholders, pro rata, and 2.0% to our general partner, until each unitholder receives an amount per unit equal to 115.0% of the reset minimum quarterly distribution for that quarter; 

•
second , 85.0% to all unitholders, pro rata, and 15.0% to our general partner, until each unitholder receives an amount per unit equal to 125.0% of the reset minimum quarterly distribution for the quarter;
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•
third , 75.0% to all unitholders, pro rata, and 25.0% to our general partner, until each unitholder receives an amount per unit equal to 150.0% of the reset minimum quarterly distribution for the quarter; and 

•
thereafter , 50.0% to all unitholders, pro rata, and 50.0% to our general partner.
        Because a reset election can only occur after the subordination period expires, the reset minimum quarterly distribution will have no significance except as a baseline for the target distribution levels.
        The following table illustrates the percentage allocation of distributions of available cash from operating surplus between the unitholders and our general partner at various distribution levels (1) under the distribution provisions of our partnership agreement in effect at the closing of this offering and (2) following a hypothetical reset of the minimum quarterly distribution and target distribution levels based on the assumption that the average quarterly distribution amount per common unit during the two fiscal quarter immediately preceding the reset election was $            .

									
 	 	 	 	Marginal
Percentage Interest
in Distributions	 	 	
 	 	Quarterly Distribution
per Unit
Prior to Reset	 	Unitholders	 	General
Partner	 	Quarterly Distribution
Per Unit Following
Hypothetical Reset	
Minimum Quarterly Distribution	 	 	 	 	 	 	 	 	
First Target Distribution(1)	 	above $	 	 	 	 	 	 	
Second Target Distribution(2)	 	above $	 	 	 	 	 	 	
Third Target Distribution(3)	 	above $	 	 	 	 	 	 	
Thereafter	 	 	 	 	 	 	 	 	

(1)
This amount is 115.0% of the hypothetical reset minimum quarterly distribution.

(2)
This amount is 125.0% of the hypothetical reset minimum quarterly distribution.

(3)
This amount is 150.0% of the hypothetical reset minimum quarterly distribution.
        The following table illustrates the total amount of distributions from operating surplus that would be distributed to the unitholders and our general partner, including in respect of its incentive distribution rights, or IDRs, based on an average of the amounts distributed for the two quarters immediately prior to the reset. The table assumes that immediately prior to the reset there are                    common units outstanding, our general partner's 2.0% interest has been maintained, and the average distribution to each common unit would be $            per quarter for the two consecutive non-overlapping quarters prior to the reset.

															
 	 	Prior to Reset(1)	
 	 	 	 	 	 	General Partner Cash
Distributions	 	 	
 	 	 	 	Common
Unitholders
Cash
Distribution			 	 	
 	 	Quarterly
Distribution
per Unit			 	Common
Units	 	General
Partner
Units	 	IDRs	 	Total	 	Total
Distribution	
Minimum Quarterly Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
First Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Second Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Third Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Thereafter	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 	 	$            	 	 	 	 	 	 	 	 	 	 	

(1)
The sums of some columns and rows may not foot due to rounding.
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        The following table illustrates the total amount of distributions from operating surplus that would be distributed to the unitholders and our general partner, including in respect of its incentive distribution rights, with respect to the quarter after the reset occurs. The table reflects that as a result of the reset there would be                    common units outstanding, our general partner has maintained its 2.0% general partner interest, and the average distribution to each common unit would be $            . The hypothetical number of common units to be issued to our general partner upon the reset was calculated by dividing (1) the average of the amounts received by the general partner in respect of its incentive distribution rights for the two consecutive non-overlapping quarters prior to the reset as shown in the table above, or $            , by (2) the average of the cash distributions made on each common unit per quarter for the two consecutive non-overlapping quarters prior to the reset as shown in the table above, or $            .

															
 	 	After Reset(1)	
 	 	 	 	 	 	General Partner Cash
Distributions	 	 	
 	 	 	 	Common
Unitholders
Cash
Distribution			 	 	
 	 	Quarterly
Distribution
per Unit			 	Common
Units	 	General
Partner
Units	 	IDRs	 	Total	 	Total
Distribution	
Minimum Quarterly Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
First Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Second Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Third Target Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Thereafter	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

(1)
The sums of some columns and rows may not foot due to rounding.
        Our general partner will be entitled to cause the minimum quarterly distribution amount and the target distribution levels to be reset on more than one occasion. However, our general partner may not make a reset election except at a time when it has received incentive distributions for the prior four consecutive fiscal quarters based on the highest level of incentive distributions that it is entitled to receive under our partnership agreement.

 Distributions from Capital Surplus
How Distributions from Capital Surplus Will Be Made
        Our partnership agreement requires that we make distributions from capital surplus, if any, in the following manner:
•
first , 98.0% to all unitholders, pro rata, and 2.0% to our general partner, until the minimum quarterly distribution is reduced to zero, as described below; 

•
second , 98.0% to the common unitholders, pro rata, and 2.0% to our general partner, until we distribute for each common unit an amount from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and 

•
thereafter , we will make all distributions from capital surplus as if they were from operating surplus.
Effect of a Distribution From Capital Surplus
        Our partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price from this initial public offering, which is a return of capital. The initial public offering price less any distributions of capital surplus per unit is referred to as the "unrecovered initial unit price."
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Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target distribution levels will be reduced in the same proportion as the corresponding reduction in the unrecovered initial unit price. Because distributions of capital surplus will reduce the minimum quarterly distribution after any of these distributions are made, it may be easier after any such distribution of capital surplus for our general partner to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.
        Once we distribute capital surplus on a unit issued in this offering in an amount equal to the initial unit price, we will reduce the minimum quarterly distribution and target distribution levels to zero. We will then make all future distributions from operating surplus, with 50.0% is paid to all unitholders, pro rata, and 2.0% to our general partner and 48.0% to the holder of our incentive distribution rights.

 Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels
        In addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus, if we combine our common units into fewer common units or subdivide our common units into a greater number of common units, our partnership agreement specifies that the following items will be proportionately adjusted:
•
the minimum quarterly distribution; 

•
the target distribution levels; 

•
the unrecovered initial unit price; and 

•
the per unit amount of any outstanding arrearages in payment of the minimum quarterly distribution.
        For example, if a two-for-one split of the common units should occur, each of the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50.0% of its initial level, and each subordination unit would be split into two subordination units. We will not make any such adjustment by reason of the issuance of additional units for cash or property.
        In addition, if as a result of a change in law or interpretation thereof, we or any of our subsidiaries are treated as an association taxable as a corporation or is otherwise subject to additional taxation as an entity for U.S. federal, state, local or non-U.S. income or withholding tax purposes, our general partner may, in its sole discretion, reduce the minimum quarterly distribution and the target distribution levels for each quarter. In such case, the general partner would determine such reduction by multiplying each distribution level by a fraction, the numerator of which is cash for that quarter (after deducting our general partner's estimate of our additional aggregate liability for the quarter for such income and withholdings taxes payable by reason of such change in law or interpretation) and the denominator of which is the sum of (1) cash for that quarter, plus (2) our general partner's estimate of our additional aggregate liability for the quarter for such income and withholding taxes payable by reason of such change in law or interpretation thereof. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference will be accounted for in distributions with respect to subsequent quarters.

 Distributions of Cash Upon Liquidation
General
        If we dissolve in accordance with the partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment
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of our creditors. We will distribute any remaining proceeds to the unitholders and our general partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.
        The allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the holders of outstanding common units to a preference over the holders of outstanding subordinated units upon our liquidation, to the extent required to permit common unitholders to receive their unrecovered initial unit price plus the minimum quarterly distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution on the common units. However, there may not be sufficient gain or loss upon our liquidation to achieve this goal, and cash may be distributed to the holders of subordinated units. Any further net gain recognized upon liquidation will be allocated in a manner that takes into account the incentive distribution rights of our general partner.
Manner of Adjustments for Gain
        The manner of the adjustment for gain is set forth in the partnership agreement. If our liquidation occurs before the end of the subordination period, we will generally allocate any gain to the partners in the following manner:
•
first , to our general partner to the extent of any negative balance in its capital account; 

•
second , 98.0% to the common unitholders, pro rata, and 2.0% to our general partner, until the capital account for each common unit is equal to the sum of: (1) the unrecovered initial unit price; (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and (3) any unpaid arrearages in payment of the minimum quarterly distribution; 

•
third , 98.0% to the subordinated unitholders, pro rata, and 2.0% to our general partner, until the capital account for each subordinated unit is equal to the sum of: (1) the unrecovered initial unit price; and (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; 

•
fourth , 98.0% to all common and subordinated unitholders, pro rata, and 2.0% to our general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98.0% to the common and subordinated unitholders, pro rata, and 2.0% to our general partner, for each quarter of our existence; 

•
fifth , 85.0% to all common and subordinated unitholders, pro rata, and 15.0% to our general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions from operating surplus in excess of the first target distribution per unit that we distributed 85.0% to the common and subordinated unitholders, pro rata, and 15.0% to our general partner for each quarter of our existence; 

•
sixth , 75.0% to all common and subordinated unitholders, pro rata, and 25.0% to our general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions from operating surplus in excess of the second target distribution per unit that we distributed 75.0%
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to the common and subordinated unitholders, pro rata, and 25.0% to our general partner for each quarter of our existence; and
•
thereafter , 50.0% to all common and subordinated unitholders, pro rata, and 50.0% to our general partner.
        The percentage interests set forth above assume that our general partner has not transferred the incentive distribution rights and that we do not issue additional classes of equity securities.
        If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that clause (3) of the second bullet point above and all of the fourth bullet point above will no longer apply.
Manner of Adjustments for Losses
        If our liquidation occurs before the end of the subordination period, after making allocations of loss to the general partner and the unitholders in a manner intended to offset in reverse order the allocations of gain that have previously been allocated, we will generally allocate any loss to our general partner and unitholders in the following manner:
•
first , 98.0% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2.0% to our general partner, until the capital accounts of the subordinated unitholders have been reduced to zero; 

•
second , 98.0% to the holders of common units in proportion to the positive balances in their capital accounts, and 2.0% to our general partner, until the capital accounts of the common unitholders have been reduced to zero; and 

•
thereafter , 100.0% to our general partner.
        If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that all of the first bullet point above will no longer apply.
Adjustments to Capital Accounts
        Our partnership agreement requires that we make adjustments to capital accounts upon the issuance of additional units. In this regard, our partnership agreement specifies that we allocate any unrealized and, for U.S. federal income tax purposes, unrecognized gain resulting from the adjustments to the unitholders and the general partner in the same manner as we allocate gain upon liquidation. In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, our partnership agreement requires that we generally allocate any later negative adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results, to the extent possible, in the partners' capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made. By contrast to the allocations of gain, and except as provided above, we generally will allocate any unrealized and unrecognized loss resulting from the adjustments to capital accounts upon the issuance of additional units to the unitholders and our general partner based on their respective percentage ownership of us. In this manner, prior to the end of the subordination period, we generally will allocate any such loss equally with respect to our common and subordinated units. In the event we make negative adjustments to the capital accounts as a result of such loss, we will allocate future positive adjustments resulting from the issuance of additional units in a manner designed to reverse the prior negative adjustments, and we will make special allocations upon liquidation in a manner that results, to the extent possible, in our unitholders' capital account balances equaling the amounts they would have been if no earlier adjustments for loss had been made.
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 SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA
        The following table sets forth certain selected historical financial and operating data of our Predecessor, as of the date and for the periods indicated, and selected pro forma financial data of OCI Resources, as of the date and for the periods indicated. We own a controlling interest representing 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, the entity that owns and operates a trona ore mining and soda ash production business and related assets in the Green River Basin of Wyoming. As a result, NRP's 49% of the general partner interest and 49% of the limited partner interest in OCI Wyoming are reflected as a noncontrolling interest.
        The selected financial data as of and for the three months ended March 31, 2013 and for the three months ended March 31, 2012 presented in the following table are derived from the unaudited historical condensed financial statements of our Predecessor included elsewhere in this prospectus. The selected historical financial data as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012 presented in the following table are derived from the audited historical financial statements of our Predecessor included elsewhere in this prospectus. The selected historical financial data as of and for the years ended December 31, 2008 and 2009 are derived from the unaudited historical financial statements of our Predecessor, which are not included in this prospectus, and the balance sheet data as of December 31, 2010 presented in the following table have been derived from the audited historical balance sheet of our Predecessor, which also is not included in this Prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the historical audited consolidated financial statements of our Predecessor included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations."
        The selected pro forma consolidated financial data presented in the following table for the year ended December 31, 2012 and as of and for the three months ended March 31, 2013 are derived from the unaudited pro forma consolidated financial data included elsewhere in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the unaudited pro forma financial data included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations." The unaudited pro forma consolidated financial statements have been prepared as if the formation transactions and the completion of this offering had taken place on March 31, 2013, in the case of the pro forma balance sheet, and as of January 1, 2012, in the case of the pro forma Statement of Operations for the year ended December 31, 2012 and the three months ended March 31, 2013, respectively.
        Our unaudited pro forma consolidated financial statements give effect to the following transactions:
•
OCI Wyoming's closing on July 18, 2013 of the OCI Wyoming Credit Facility and borrowing of $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs, each as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility"; 

•
our closing of the Revolving Credit Facility on July 18, 2013, which we have assumed is undrawn during the pro forma period; 

•
the contribution by OCI Holdings of 51% of the general partner interest in OCI Wyoming to us; 

•
the restructuring of Wyoming Co.'s 1% limited partner interest in OCI Wyoming by recapitalizing such limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which Wyoming Co. was entitled;
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•
the redemption of the preferred stock and common stock of Wyoming Co. held by NRP in exchange for 49% of the recapitalized limited partner interest in OCI Wyoming held by Wyoming Co.; 

•
the contribution by Wyoming Co., which is now wholly owned by OCI Chemical, of 51% of the limited partner interest in OCI Wyoming to us; 

•
the issuance by us of              common units and               subordinated units, representing an aggregate        % limited partner interest in us, to OCI Holdings; 

•
the issuance by us of              general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights, to OCI GP; 

•
the issuance by us of              common units to the public in this offering, representing a        % limited partner interest in us, and the receipt by us of $        in net proceeds; 

•
the application of the net proceeds of this offering as described in "Use of Proceeds"; and 

•
our entry into an omnibus agreement with Enterprises and our general partner.
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 	 	Historical	 	Pro Forma	 	
 	 	Predecessor	 	OCI Resources	 	
 	 	Year Ended December 31,	 	Three Months
Ended March 31,	 	Year Ended
December 31,	 	Three Months
Ended March 31,	 	
 	 	2008	 	2009	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012	 	2013	 	
 	 	(Dollars in millions, except per unit and operating data)	 	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales	 	$	405.0	 	$	326.2	 	$	363.1	 	$	421.9	 	$	462.6	 	$	117.4	 	$	108.2	 	$	462.6	 	$	108.2	 	
Cost of products sold	 	 	197.1	 	 	160.4	 	 	182.5	 	 	201.5	 	 	220.6	 	 	51.6	 	 	57.2	 	 	221.4	 	 	57.4	 	
Freight costs	 	 	112.2	 	 	90.6	 	 	109.2	 	 	105.7	 	 	110.2	 	 	27.7	 	 	29.8	 	 	110.2	 	 	29.8	 	
Total cost of sales	 	 	309.3	 	 	251.0	 	 	291.7	 	 	307.1	 	 	330.7	 	 	79.3	 	 	87.0	 	 	331.5	 	 	87.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	95.7	 	 	75.2	 	 	71.4	 	 	114.7	 	 	131.8	 	 	38.1	 	 	21.3	 	 	131.0	 	 	21.0	 	
Selling and marketing expenses	 	 	4.4	 	 	3.4	 	 	3.7	 	 	4.1	 	 	6.6	 	 	1.0	 	 	1.2	 	 	6.6	 	 	1.2	 	
General and administrative expenses(1)	 	 	6.7	 	 	4.7	 	 	5.2	 	 	6.7	 	 	5.2	 	 	1.7	 	 	1.9	 	 	5.2	 	 	1.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	84.6	 	 	67.1	 	 	62.6	 	 	103.9	 	 	120.1	 	 	35.4	 	 	18.2	 	 	119.3	 	 	17.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other (expense) income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	0.4	 	 	0.1	 	 	0.1	 	 	0.2	 	 	0.2	 	 	—	 	 	—	 	 	0.2	 	 	—	 	
Interest expense	 	 	(7.8	)	 	(3.5	)	 	(2.8	)	 	(1.5	)	 	(1.5	)	 	(0.3	)	 	(0.4	)	 	(4.8	)	 	(1.2	)	
Other—net	 	 	4.2	 	 	0.1	 	 	(1.8	)	 	(0.0	)	 	(0.5	)	 	(0.7	)	 	0.5	 	 	(0.5	)	 	0.5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expense	 	 	(3.2	)	 	(3.3	)	 	(4.5	)	 	(1.4	)	 	(1.9	)	 	(1.0	)	 	0.1	 	 	(5.2	)	 	(0.7	)	
Income before provision for income taxes	 	 	81.4	 	 	63.7	 	 	58.1	 	 	102.5	 	 	118.2	 	 	34.4	 	 	18.3	 	 	114.1	 	 	17.2	 	
Provision for income taxes(2)	 	 	3.8	 	 	8.8	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	—	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	77.6	 	 	54.9	 	 	51.6	 	 	88.0	 	 	101.8	 	 	30.3	 	 	15.2	 	 	114.1	 	 	17.2	 	
Net income attributable to noncontrolling interests	 	 	68.5	 	 	38.8	 	 	36.1	 	 	58.2	 	 	65.9	 	 	18.9	 	 	10.9	 	 	56.1	 	 	9.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Predecessor/OCI Resources(3)	 	$	9.1	 	$	16.1	 	$	15.5	 	$	29.8	 	$	35.8	 	$	11.4	 	$	4.3	 	$	58.0	 	$	8.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income per limited partner unit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Subordinated units	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating activities	 	$	100.6	 	$	81.6	 	$	83.0	 	$	90.1	 	$	101.9	 	$	18.6	 	$	23.4	 	 	 	 	 	 	 	
Investing activities	 	$	(27.3	)	$	(15.4	)	$	(7.3	)	$	(25.8	)	$	(27.4	)	$	(3.9	)	$	(2.1	)	 	 	 	 	 	 	
Financing activities	 	$	(54.3	)	$	(77.7	)	$	(76.6	)	$	(48.3	)	$	(78.5	)	$	(4.6	)	$	(4.6	)	 	 	 	 	 	 	
Balance Sheet Data (at period end):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	342.9	 	$	315.4	 	$	305.0	 	$	352.3	 	$	385.7	 	 	 	 	$	394.7	 	 	 	 	$	435.3	 	
Property, plant and equipment, net	 	$	216.2	 	$	208.9	 	$	193.9	 	$	201.0	 	$	204.5	 	 	 	 	$	200.9	 	 	 	 	$	240.6	 	
Long term debt	 	$	114.3	 	$	91.3	 	$	56.0	 	$	52.0	 	$	48.0	 	 	 	 	$	47.0	 	 	 	 	$	155.0	 	
Total liabilities	 	$	203.0	 	$	179.6	 	$	143.0	 	$	147.2	 	$	153.3	 	 	 	 	$	150.6	 	 	 	 	$	218.7	 	
Other Financial Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	111.5	 	$	89.8	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	$	142.5	 	$	24.4	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(4)(5)	 	$	28.5	 	$	38.4	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	$	72.7	 	$	12.4	 	
Operating and Other Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trona ore mined (short tons in millions)	 	 	4.17	 	 	3.19	 	 	3.60	 	 	3.68	 	 	3.87	 	 	0.9	 	 	1.0	 	 	3.87	 	 	1.0	 	
Operating rate(4)	 	 	97.3%	 	 	89.5%	 	 	97.6%	 	 	98.6%	 	 	98.6%	 	 	97.7%	 	 	95.4%	 	 	98.6%	 	 	95.4%	 	
Ore to ash ratio(5)	 	 	1.80:1.0	 	 	1.78:1.0	 	 	1.64:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.61:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.63:1.0	 	
Soda ash volumes sold (short tons in millions)	 	 	2.30	 	 	1.84	 	 	2.23	 	 	2.31	 	 	2.45	 	 	0.59	 	 	0.63	 	 	2.45	 	 	0.63	 	
Domestic	 	 	1.24	 	 	1.02	 	 	0.97	 	 	0.90	 	 	0.83	 	 	0.21	 	 	0.21	 	 	0.83	 	 	0.21	 	
International	 	 	1.06	 	 	0.82	 	 	1.26	 	 	1.41	 	 	1.62	 	 	0.38	 	 	0.42	 	 	1.62	 	 	0.42	 	
Sales	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic	 	$	235.7	 	$	185.6	 	$	205.3	 	$	203.3	 	$	199.4	 	$	49.9	 	$	50.9	 	$	199.4	 	$	50.9	 	
International	 	 	169.3	 	 	140.5	 	 	157.8	 	 	218.6	 	 	263.2	 	 	67.5	 	 	57.4	 	 	263.2	 	 	57.4	 	
Maintenance and capital expenditures(6)(7)	 	 	9.8	 	 	6.6	 	 	5.8	 	 	9.4	 	 	19.5	 	 	2.6	 	 	2.1	 	 	19.5	 	 	2.1	 	
Expansion capital expenditures(7)(8)	 	 	19.0	 	 	9.0	 	 	1.5	 	 	16.4	 	 	7.9	 	 	1.3	 	 	—	 	 	7.9	 	 	—	 	

(1)
Pro forma general and administrative expenses do not give effect to annual incremental general and administrative expenses of approximately $3.0 million that we expect to incur as a result of being a publicly traded partnership.

(2)
The historical financial statements include U.S. federal income tax expense incurred by our Predecessor. Due to our status as a partnership, OCI Resources will not be subject to U.S. federal income tax and certain state income taxes in the future.

(3)
For a discussion of the non-GAAP financial measure Adjusted EBITDA, please read "—Non-GAAP Financial Measures" below.

(4)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce using all of our available resources without any downtime or idled capacity.
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(5)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.

(6)
Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Examples of maintenance capital expenditures are expenditures to upgrade, replace or extend the life of mining equipment, to address equipment integrity and safety and to address environmental laws and regulations. Our maintenance and capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. These expenditures are capitalized and depreciated over their estimated useful life.

(7)
Historically, we did not make a distinction between maintenance capital expenditures and expansion capital expenditures; however, we have made an estimate of this distinction for each of the years ended December 31, 2010, 2011 and 2012 and for the three months ended March 31, 2012 and 2013.

(8)
Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements made to increase over the long term our operating capacity.
Non-GAAP Financial Measures
        We define Adjusted EBITDA as net income (loss) plus net interest expense, income tax, depreciation and amortization, unrealized derivative gains and losses and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Adjusted EBITDA is a non-GAAP supplemental financial liquidity and performance measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•
our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or financing methods; 

•
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; 

•
our ability to incur and service debt and fund capital expenditures; and 

•
the viability of capital expenditure projects and the returns on investment of various investment opportunities.
        We believe that the presentation of Adjusted EBITDA in this prospectus provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and cash flow from operations. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income or cash flow from operations. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income and cash flows from operations. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
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 	 	Historical	 	Pro Forma	 	
 	 	Predecessor	 	OCI Resources	 	
 	 	Year Ended December 31,	 	Three Months
Ended March 31,	 	Year Ended
December 31,	 	Three Months
Ended March 31,	 	
 	 	2008	 	2009	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012	 	2013	 	
 	 	(Dollars in millions)	 	
Reconciliation of Adjusted EBITDA to net income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	77.6	 	$	54.9	 	$	51.6	 	$	88.0	 	$	101.8	 	$	30.3	 	$	15.2	 	$	114.1	 	$	17.2	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	22.7	 	 	22.6	 	 	23.2	 	 	22.2	 	 	22.9	 	 	5.8	 	 	5.8	 	 	23.7	 	 	6.0	 	
Interest expense (net)	 	 	7.4	 	 	3.4	 	 	2.7	 	 	1.3	 	 	1.3	 	 	0.3	 	 	0.3	 	 	4.7	 	 	1.2	 	
Provision for income taxes	 	 	3.8	 	 	8.8	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	—	 	 	—	 	
Adjusted EBITDA	 	 	111.5	 	 	89.8	 	 	84.0	 	 	126.1	 	 	142.5	 	 	40.5	 	 	24.4	 	 	142.5	 	 	24.4	 	
Less: Adjusted EBITDA attributable to noncontrolling interest(2)	 	 	83.0	 	 	51.4	 	 	48.5	 	 	69.7	 	 	77.9	 	 	21.9	 	 	13.9	 	 	69.8	 	 	12.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(2)	 	$	28.5	 	$	38.4	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	$	72.7	 	$	12.4	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reconciliation of Adjusted EBITDA to cash flow from operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities:	 	$	100.6	 	$	81.6	 	$	83.0	 	$	90.1	 	$	101.9	 	$	18.6	 	$	23.4	 	 	 	 	 	 	 	
Add/(Less):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred income taxes	 	 	(1.7	)	 	(3.8	)	 	0.5	 	 	(2.6	)	 	0.2	 	 	0.1	 	 	0.2	 	 	 	 	 	 	 	
Increase (decrease) in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	3.9	 	 	(18.1	)	 	3.0	 	 	29.6	 	 	9.5	 	 	(0.3	)	 	2.2	 	 	 	 	 	 	 	
Inventory	 	 	2.3	 	 	2.2	 	 	1.1	 	 	0.9	 	 	10.0	 	 	6.9	 	 	(1.7	)	 	 	 	 	 	 	
Other current assets	 	 	1.7	 	 	2.7	 	 	(2.3	)	 	0.3	 	 	(0.3	)	 	0.3	 	 	1.5	 	 	 	 	 	 	 	
(Increase) decrease in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	 	(8.8	)	 	6.8	 	 	(0.9	)	 	(4.1	)	 	1.6	 	 	4.0	 	 	2.9	 	 	 	 	 	 	 	
Affiliates—net	 	 	—	 	 	2.2	 	 	(3.7	)	 	1.9	 	 	(3.4	)	 	(1.2	)	 	(11.1	)	 	 	 	 	 	 	
Accrued expenses and other liabilities            	 	 	1.5	 	 	2.9	 	 	(4.7	)	 	(6.1	)	 	5.1	 	 	7.7	 	 	3.6	 	 	 	 	 	 	 	
Other(1)	 	 	0.8	 	 	1.1	 	 	(1.1	)	 	0.2	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	
Interest expense (net)	 	 	7.4	 	 	3.4	 	 	2.7	 	 	1.3	 	 	1.3	 	 	0.3	 	 	0.3	 	 	 	 	 	 	 	
Provision for income taxes	 	 	3.8	 	 	8.8	 	 	6.5	 	 	14.6	 	 	16.4	 	 	4.1	 	 	3.1	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	111.5	 	$	89.8	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	 	 	 	 	 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to noncontrolling interest(2)	 	 	83.0	 	 	51.4	 	 	48.5	 	 	69.7	 	 	77.9	 	 	21.9	 	 	13.9	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(2)	 	$	28.5	 	$	38.4	 	$	35.5	 	$	56.4	 	$	64.6	 	$	18.6	 	$	10.5	 	 	 	 	 	 	 	

(1)
Consists of losses (gains) on marked-to-market adjustments to foreign currency exchange contracts.

(2)
Reflects a 49% allocation in profit to the noncontrolling interest in 2008, 2009 and 2010 and a 49.51% allocation of profit to the noncontrolling interest in 2011 and 2012 due to adjusted allocations of profits and losses in accordance with
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OCI Wyoming's partnership agreement. See "Management—OCI Wyoming Partnership Agreement." The following table illustrates the calculation of Adjusted EBITDA attributable to the noncontrolling interest.

																													
 	 	Historical	 	Pro Forma	 	
 	 	Predecessor	 	OCI Resources	 	
 	 	Year Ended December 31,	 	Three Months
Ended March 31,	 	Year Ended
December 31,	 	Three Months
Ended March 31,	 	
 	 	2008	 	2009	 	2010	 	2011	 	2012	 	2012	 	2013	 	2012	 	2013	 	
 	 	 	 	 	 	 	 	 	 	 	 	(Unaudited)	 	 	 	(Unaudited)	 	
 	 	(Dollars in millions)	 	
Adjusted EBITDA	 	$	111.5	 	$	89.8	 	$	84.0	 	$	126.1	 	$	142.5	 	$	40.5	 	$	24.4	 	$	142.5	 	$	24.4	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wyoming Co. priority return	 	 	55.7	 	 	14.5	 	 	14.5	 	 	14.5	 	 	14.5	 	 	3.6	 	 	3.6	 	 	0	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA after priority return	 	 	55.8	 	 	75.3	 	 	69.5	 	 	111.6	 	 	128.0	 	 	36.9	 	 	20.8	 	 	142.5	 	 	24.4	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA attributable to Predecessor/OCI Resources(3)	 	 	28.5	 	 	38.3	 	 	35.5	 	 	56.4	 	 	64.6	 	 	18.6	 	 	10.5	 	 	72.7	 	 	12.4	 	
Add: Wyoming Co. priority return	 	 	55.7	 	 	14.5	 	 	14.5	 	 	14.5	 	 	14.5	 	 	3.6	 	 	3.6	 	 	0	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	83.0	 	$	51.4	 	$	48.5	 	$	69.7	 	$	77.9	 	$	21.9	 	$	13.9	 	$	69.8	 	$	12.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(3)
Historical Adjusted EBITDA attributable to controlling interest represents Adjusted EBITDA attributable to OCI Holdings, our Predecessor. Pro Forma Adjusted EBITDA attributable to controlling interest represents Adjusted EBITDA attributable to OCI Resources.
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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
         You should read the following discussion of the historical financial condition and results of operations of OCI Holdings, or our Predecessor, in conjunction with our Predecessor's historical consolidated financial statements and accompanying notes and the other financial information included elsewhere in this prospectus. Those financial statements include detailed information regarding the basis of presentation for the following information and have been prepared in accordance with GAAP.
         Some of the information contained in this discussion includes forward-looking statements based on assumptions about our future business. These statements are subject to risks and uncertainties that may result in actual results differing from statements we make. Our future results and financial condition may differ materially from those contained in the forward-looking statements. Please see "Cautionary Statement Concerning Forward-Looking Statements" for more information. You should also review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from historical results or the results described in or implied by the forward-looking statements.
         Our Predecessor's financial position, results of operations and cash flows reflected in our Predecessor's consolidated financial statements include all expenses allocable to our business, but may not be indicative of those that would have been achieved had we operated as a separate public entity for all periods presented or of future results. We have derived the following financial information from the historical financial statements and accounting records of our Predecessor included in this prospectus, and it reflects significant assumptions and allocations. The financial statements of our Predecessor are substantially the same as the financial statements of OCI Wyoming, except the financial statements of our Predecessor give effect to the non-controlling 48.51% general partner interest owned by NRP and the 1.0% limited partner interest owned by Wyoming Co. and include corporate income tax expense.

 Overview
        We are a Delaware limited partnership formed by OCI Holdings to own 51% of the general partner interest and 51% of the limited partner interest in, and to operate the trona ore mining and soda ash production business of, OCI Wyoming. OCI Wyoming is currently one of the world's largest producers of soda ash, serving a global market from its facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years.
        NRP owns 49% of the general partner interest and 49% of the limited partner interest in OCI Wyoming. NRP acquired its interest in OCI Wyoming in January 2013 from Anadarko Holding Company, who held an antecedent interest for all periods presented in this discussion. See "Summary—Organizational Structure."

 Factors Affecting Our Results of Operations
Soda Ash Supply and Demand
        Our net sales, earnings and cash flow from operations are primarily affected by the global supply of, and demand for soda ash, which, in turn, directly impacts the prices we and other producers charge for our products.
        Demand for soda ash in the United States is driven in large part by general economic growth and activity levels in the end-markets that the glass-making industry serve, such as the automotive and construction industries. Because the United States is a well-developed market, we expect that demand levels will remain stable for the near future. Because future U.S. capacity growth is expected to come from the four major producers in the Green River Basin, we also expect that U.S. supply levels will remain relatively stable in the near term.
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        Soda ash demand in international markets has increased steadily over the last several years, primarily due to economic growth in emerging markets, especially China, Europe and South America. We expect that continued economic growth in these markets will fuel further increases in demand, which will likely result in increased exports primarily from the United States and to a limited extent, from China, the first and second largest suppliers of soda ash to international markets, respectively.
        See "Industry—Global Market and Supply and Demand" and "—Soda Ash Pricing."
Sales Mix
        Because demand for soda ash in the United States has remained relatively stable in recent years, we have focused on international markets to expand our business, and we expect to continue to do so in the near future. As a result, our operations have been and continue to be sensitive to fluctuations in freight and shipping costs and changes in international prices, which have historically been more volatile than domestic prices. Our gross profit will be impacted by the mix of domestic and international sales as a result of changes in input costs and our average selling prices.
Energy Costs
        One of the primary drivers of our profitability is our energy costs. Because we depend upon natural gas and electricity to power our trona ore mining and soda ash processing operations, our net sales, earnings and cash flow from operations are sensitive to changes in the prices we pay for these energy sources. Our cost of energy, particularly natural gas, has been relatively low in recent years, and, despite the historic volatility of natural gas prices, we believe that we will continue to benefit from relatively low prices in the near future.

 How We Evaluate Our Business
Productivity of Operations
        Our soda ash production volume is primarily dependent on the following three factors: (1) operating rate, (2) quality of our mined trona ore and (3) recovery rates. Operating rate is a measure of utilization of the effective production capacity of our facilities and is determined in large part by productivity rates and mechanical on-stream times, which is the percentage of actual run times over the total time scheduled. The quality of our mine ore is determined by measuring the trona ore recovered as a percentage of the deposit, which includes both trona ore and insolubles. Plant recovery rates are generally determined by calculating the soda ash produced divided by the sum of the soda ash produced plus soda ash that is not recovered from the process. All of these factors determine the amount of trona ore we require to produce one short ton of soda ash, which we refer to as our "ore to ash ratio." For the year ended December 31, 2012 and the three months ended March 31, 2013, our ore to ash ratio was 1.59:1.0 and 1.63:1.0, respectively, which means we required approximately 1.59 million and 1.63 million short tons of trona ore, respectively, to produce approximately 1.0 million short tons of soda ash. We enhanced our ore to ash ratio in recent years primarily by capturing the soda ash contained in a precipitate and natural by-product called "deca" and estimate that the deca rehydration process has offset our trona ore requirements by approximately 11% since 2009.
Freight and Logistics
        The soda ash industry is logistics intensive and involves careful management of freight and logistics costs. These freight costs make up a large portion of the total delivered cost to the customer. Union Pacific is our largest provider of domestic rail freight services and accounted for 63.9%, 74.4%, 81.9% and 81.5% of our total rail freight costs in the United States during each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2013, respectively. Our agreement with Union Pacific expires in 2014 and generally requires that the freight rate we are charged be increased annually based on a published index tied to certain rail industry metrics. We
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generally pass on to our customers increases in our freight costs but we may be unsuccessful in doing so.
Sales
        Net sales include the amounts we earn on sales of soda ash. We recognize revenue from our sales when there is persuasive evidence of an arrangement between us and the customer, products have been delivered to the customer, pricing is fixed or determinable and collection is reasonably assured. Substantially all of our sales are derived from sales of soda ash, which we sell through our exclusive sales agent, OCI Chemical. A small amount of our sales is derived from sales of production purge, which is a by-product liquor solution containing soda ash that is produced during the processing of trona ore. For the purposes of our discussion below, we include these transactions in domestic sales of soda ash and in the volume of domestic soda ash sold.
        Sales prices for sales through ANSAC include the cost of freight to the ports of embarkation for overseas export or to Laredo, Texas for sales to Mexico. Sales prices for other international sales may include the cost of rail freight to the port of embarkation, the cost of ocean freight to the port of disembarkation for import by the customer and the cost of inland freight required for delivery to the customer.
Cost of products sold
        Expenses relating to employee compensation, energy, including natural gas and electricity, royalties and maintenance materials constitute the greatest components of cost of products sold. These costs generally increase in line with increases in sales volume.
        Energy.     A major item in our cost of products sold is energy, comprised primarily of natural gas and electricity. We primarily use natural gas to fuel our above-ground processing operations, including the heating calciners, and use electricity to power our underground mining operations, including our continuous mining machines, or continuous miners, and shuttle cars. Natural gas prices have historically been volatile, ranging between $1.63 and $18.48 per mmBTU at the Henry Hub Natural Gas Spot Price during the period from 1999 to 2013. As of June 13, 2013, the NYMEX natural gas futures closing price for July delivery was $3.73 per mmBTU.
        Employee Compensation.     Our employee compensation expenses are affected by headcount and salary levels, as well as incentive compensation paid. Retirement benefits for certain individuals that provide services to us are provided by Enterprises under the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees. Enterprises accounts for post-retirement benefits provided to employees on an accrual basis over an employee's period of service. Enterprises' post-retirement benefits, excluding pensions, are not funded, and had a benefits obligation of $23.7 million at December 31, 2012 and $23.5 million at March 31, 2013. Enterprises has the right to modify or terminate the benefits at will. We also reimburse OCI Chemical for contributions it makes on our behalf to the OCI 401(k) Retirement Plan based upon specified percentages of employee contributions.
        Royalties.     We pay royalties to the State of Wyoming, the U.S. Bureau of Land Management and Anadarko Petroleum or its affiliates, which are calculated based upon a percentage of the value of soda ash sold, or a certain sum per each ton of such products. As a result of the Soda Ash Royalty Reduction Act of 2006, which temporarily reduced the royalty required to be paid for soda ash produced from federal leases, we paid a lower royalty under the leases from the federal government during 2010 and the first ten months of 2011 but returned to the pre-Act levels in October of 2011. See "Business—Leases and Licenses." We also pay a production and trona severance tax to the State of Wyoming that is calculated based on a formula that utilizes the volume of trona ore mined and the value of the soda ash produced.
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Selling and Marketing Expenses and General and Administrative Expenses
        Selling and marketing expenses and general and administrative expenses incurred by OCI Chemical and its affiliates on our behalf are allocated to us based on the time the employees of those companies spend on our business and the actual direct costs they incur on our behalf. Selling and marketing expenses and general and administrative expenses incurred by ANSAC on our behalf are allocated to us based on the proportion of ANSAC's total volumes sold for a given period attributable to the soda ash sold by us to ANSAC.
        After the completion of this offering, we will incur expenses of being a publicly traded partnership. In the future, we expect selling and marketing expense and general and administrative expense to be comprised primarily of such amounts we reimburse to Enterprises pursuant to our omnibus agreement with Enterprises and expenses attributable to our status as a publicly traded partnership, such as:
•
expenses associated with quarterly and annual reporting; 

•
tax return and Schedule K-1 preparation and distribution expenses; 

•
Sarbanes-Oxley compliance expenses; 

•
expenses associated with listing on the NYSE; 

•
independent auditor fees; 

•
legal fees; 

•
investor relations expenses; 

•
registrar and transfer agent fees; 

•
director and officer liability insurance expenses; and 

•
director compensation.
Adjusted EBITDA
        We define Adjusted EBITDA as net income (loss) plus interest expense, income taxes, depreciation and amortization, unrealized derivative gains and losses and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Adjusted EBITDA is a non-GAAP supplemental financial liquidity measure and performance measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•
our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or financing methods; 

•
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; 

•
our ability to incur and service debt and fund capital expenditures; and 

•
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
        The GAAP measures most directly comparable to Adjusted EBITDA are net income and cash flow from operations. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income or cash flow from operations. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income and cash flows from operations. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
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 Results of Operations
        The following tables set forth our results of operations for the three months ended March 31, 2012 and 2013 and the years ended December 31, 2010, 2011 and 2012, both in dollars and as a percentage of sales.

														
 	 	Three Months Ended March 31,	 	
 	 	2012	 	2013	 	
 	 	(dollar amounts in millions; trona ore and
volume data in millions of short tons)	 	
 	 	 	 	% of
Sales(1)	 	 	 	% of
Sales(1)	 	
Statement of Operations Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	117.4	 	 	100.0	%	$	108.2	 	 	100.0	%	
Cost of products sold	 	 	51.6	 	 	43.9	 	 	57.2	 	 	52.8	 	
Freight costs	 	 	27.7	 	 	23.6	 	 	29.8	 	 	27.5	 	
 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	38.1	 	 	32.5	 	 	21.3	 	 	19.7	 	
 	 	 	 	 	 	 	 	 	 	
Selling and marketing expenses and general and administrative expenses	 	 	2.7	 	 	2.3	 	 	3.1	 	 	2.9	 	
Operating income	 	 	35.4	 	 	30.2	 	 	18.2	 	 	16.8	 	
Other (expense) income	 	 	(1.0	)	 	(0.9)	 	 	0.2	 	 	0.2	 	
Tax provision	 	 	4.1	 	 	3.5	 	 	3.1	 	 	2.9	 	
 	 	 	 	 	 	 	 	 	 	
Net income	 	 	30.3	 	 	25.8	 	 	15.2	 	 	14.0	 	
 	 	 	 	 	 	 	 	 	 	
Less: Net income attributable to noncontrolling interest	 	 	(18.9	)	 	(16.1)	 	 	(10.9	)	 	(10.1)	 	
 	 	 	 	 	 	 	 	 	 	
Net income attributable to OCI Wyoming Holding Co. 	 	$	11.4	 	 	9.7	%	$	4.3	 	 	4.0	%	
Other comprehensive income (loss)	 	 	—	 	 	—	 	 	0.1	 	 	—	 	
Comprehensive income	 	 	30.3	 	 	25.8	 	 	15.3	 	 	14.1	 	
Comprehensive income attributable to noncontrolling interest	 	 	18.9	 	 	16.1	 	 	11.0	 	 	10.1	 	
Comprehensive income attributable to unitholders	 	 	11.4	 	 	9.7	 	 	4.3	 	 	4.0	 	
 	 	 	 	 	 	 	 	 	 	
Operating and Other Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trona ore mined	 	 	0.9	 	 	—	 	 	1.0	 	 	—	 	
Operating rate(2)	 	 	97.7	 	 	—	 	 	95.4	 	 	—	 	
Ore to ash ratio(3)	 	 	1.61: 1.0	 	 	—	 	 	1.63: 1.0	 	 	—	 	
Soda ash volume sold	 	 	0.59	 	 	—	 	 	0.63	 	 	—	 	
Domestic	 	 	0.21	 	 	—	 	 	0.21	 	 	—	 	
International	 	 	0.38	 	 	—	 	 	0.42	 	 	—	 	

(1)
Percentage may not total to 100% due to rounding.

(2)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce without any downtime or idled capacity.

(3)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.
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 	 	Year Ended December 31,	 	
 	 	2010	 	2011	 	2012	 	
 	 	(dollar amounts in millions;
trona ore and volume data in millions of short tons)	 	
 	 	 	 	% of
Sales(1)	 	 	 	% of
Sales(1)	 	 	 	% of
Sales(1)	 	
Statement of Operations Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales	 	$	363.1	 	 	100.0	%	$	421.9	 	 	100.0	%	$	462.6	 	 	100.0	%	
Cost of products sold	 	 	182.5	 	 	50.3	 	 	201.5	 	 	47.8	 	 	220.6	 	 	47.7	 	
Freight costs	 	 	109.2	 	 	30.1	 	 	105.7	 	 	25.0	 	 	110.2	 	 	23.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	71.4	 	 	19.7	 	 	114.7	 	 	27.2	 	 	131.8	 	 	28.5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling and marketing expenses and general and administrative expenses	 	 	8.9	 	 	2.4	 	 	10.8	 	 	2.6	 	 	11.8	 	 	2.5	 	
Operating income	 	 	62.6	 	 	17.2	 	 	103.9	 	 	24.6	 	 	120.0	 	 	26.0	 	
Other (expense) income	 	 	(4.5	)	 	(1.2	)	 	(1.4	)	 	(0.3	)	 	(1.9	)	 	(0.4	)	
Tax provision	 	 	6.5	 	 	1.8	 	 	14.6	 	 	3.4	 	 	16.4	 	 	3.6	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	51.6	 	 	14.2	 	 	88.0	 	 	20.9	 	 	101.8	 	 	22.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Less: Net income attributable to noncontrolling interest	 	 	(36.1	)	 	(9.9	)	 	(58.2	)	 	(13.8	)	 	(65.9	)	 	(14.3	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to OCI Wyoming Holding Co. 	 	$	15.5	 	 	4.3	%	$	29.8	 	 	7.1	%	$	35.8	 	 	7.7	%	
Other comprehensive income (loss)	 	 	1.4	 	 	0.4	 	 	(0.5	)	 	(0.1	)	 	0	 	 	0	 	
Comprehensive income	 	 	53.0	 	 	14.6	 	 	87.5	 	 	20.7	 	 	101.8	 	 	22.0	 	
Comprehensive income attributable to noncontrolling interest	 	 	(36.1	)	 	(9.9	)	 	(57.9	)	 	(13.7	)	 	(65.9	)	 	(14.3	)	
Comprehensive income attributable to unitholders	 	 	16.9	 	 	4.7	 	 	29.6	 	 	7.0	 	 	35.9	 	 	7.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating and Other Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trona ore mined	 	 	3.60	 	 	—	 	 	3.68	 	 	—	 	 	3.87	 	 	—	 	
Operating rate(2)	 	 	97.6	 	 	—	 	 	98.6	 	 	—	 	 	98.6	 	 	—	 	
Ore to ash ratio(3)	 	 	1.64: 1.0	 	 	—	 	 	1.63: 1.0	 	 	—	 	 	1.59: 1.0	 	 	—	 	
Soda ash volume sold	 	 	2.23	 	 	—	 	 	2.31	 	 	—	 	 	2.45	 	 	—	 	
Domestic	 	 	0.97	 	 	—	 	 	0.90	 	 	—	 	 	0.83	 	 	—	 	
International	 	 	1.26	 	 	—	 	 	1.41	 	 	—	 	 	1.62	 	 	—	 	

(1)
Percentage may not total to 100% due to rounding.

(2)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce without any downtime or idled capacity.

(3)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.
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Three Months ended March 31, 2013 Compared to Three Months Ended March 31, 2012
        Sales.     Our average sales price decreased 13.1% to $173.0 per short ton for the three months ended March 31, 2013, as compared to $199.1 per short ton for the three months ended March 31, 2012. Our sales decreased by 7.8% for the three months ended March 31, 2013, to $108.2 million from $117.4 million for the three months ended March 31, 2012, as a result of the following:
•
International sales. International sales decreased by 15.1% to $57.4 million for the three months ended March 31, 2013, compared to $67.5 million for the three months ended March 31, 2012, primarily as a result of the 22.1% decrease in average sales price to $138.3 per short ton for the three months ended March 31, 2013, compared to $177.5 per short ton for the three months ended March 31, 2012. The decrease was primarily due to the 25.3% decrease in the average sales price to ANSAC to $128.8 per short ton for the three months ended March 31, 2013, compared to $172.5 per short ton for the three months ended March 31, 2012. The lower average sales price was partially offset by an 8.7% increase in sales volume to ANSAC and our direct sales customers. The increase in sales volume was due primarily to an increase in sales in Asia driven by new sales in China. International sales accounted for approximately 53.0% of our sales for the three months ended March 31, 2013, compared to 57.5% for the three months ended March 31, 2012. 

•
Domestic sales. Domestic sales increased by 2.0% to $50.9 million for the three months ended March 31, 2013, compared to $49.9 million for the three months ended March 31, 2012, primarily as a result of the 0.9% increase in volume. The increase in sales volume was complimented by an increase of 1.1% in average sales prices over the period as compared to the three months ended March 31, 2012. Domestic sales accounted for approximately 47.0% of our sales for the three months ended March 31, 2013, compared to 42.5% for the three months ended March 31, 2012.
        Cost of products sold.     Our cost of products sold increased by 10.8% to $57.2 million for the three months ended March 31, 2013 from $51.6 million for the three months ended March 31, 2012, due primarily to:
•
an increase of 18.2% in maintenance costs to $3.6 million for the three months ended March 31, 2013, compared to $3.0 million for the three months ended March 31, 2012, due to increased maintenance required for our mining assets and our refinery; 

•
an increase of 10.3% in raw material costs to $3.5 million for the three months ended March 31, 2013, compared to $3.2 million for the three months ended March 31, 2012. This was attributable to an increase in sales volume as well as an increase in the prices of certain raw materials used in our mining and refining processes. Raw material usage in this three-month period was similar to the corresponding period in 2012; 

•
an increase of 6.7% in the unit cost of electricity. The energy we consumed per ton of soda ash produced did not materially change for the three months ended March 31, 2013 compared to the three months ended March 31, 2012; and 

•
an increase of 3.2% in employee compensation costs to $15.1 million for the three months ended March 31, 2013, as compared to $14.6 million for the three months ended March 31, 2012. The increase is due to a 3.5% increase in salaries and wages as a result of an increase in pay and a 4.4% increase in fringe benefit expense. Our headcount remained the same.
        The foregoing increases were offset, in part, by a decrease of 24.8% in trona severance tax to $0.8 million for the three months ended March 31, 2013, compared to $1.0 million for the three months ended March 31, 2012, due to decreases in our average sales price during the three months ended March 31, 2013, compared to the three months ended March 31, 2012. Severance tax payable is
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paid monthly and is determined by reference to average sales prices and the volume of trona ore mined during the previous month;
•
a decrease of 8.9% in royalties paid to $5.1 million for the three months ended March 31, 2013, as compared to $5.6 million for the three months ended March 31, 2012, due to a 13.1% decrease in average sales price, which was partially offset by a 6.1% increase in volume of soda ash sold; and 

•
a decrease of 7.4% in production tax to $1.5 million for the three months ended March 31, 2013, compared to $1.6 million for the three months ended March 31, 2012, due to a reduction in average sales price. Production tax is paid annually and is determined by reference to the average sales price and volume of trona ore mined during the previous year.
        Freight costs.     Our freight costs increased 7.6% to $29.8 million for the three months ended March 31, 2013 from $27.7 million for the three months ended March 31, 2012, primarily due to a 6.1% increase in sales volume. The percentage increase in freight costs was higher than the percentage increase in sales volume because of a disproportionate increase in domestic sales volume, which had a higher average freight cost than international sales.
        Gross profit.     Gross profit decreased by 44.2% to $21.3 million for the three months ended March 31, 2013, compared to $38.1 million for the three months ended March 31, 2012, primarily due to the 13.1% decrease in average sales price. Also contributing to the decrease in gross profit was a 10.8% increase in cost of products sold and the 7.6% increase in freight costs, which offset a 6.1% increase in sales volume.
        Selling and marketing expenses and general and administrative expenses.     Our selling and marketing expenses and general and administrative expenses increased 15.7% to $3.1 million for the three months ended March 31, 2013 from $2.7 million for the three months ended March 31, 2012, primarily due to an increase in allocated charges from ANSAC.
        Operating income.     As a result of the foregoing, operating income decreased by 48.7% to $18.2 million for the three months ended March 31, 2013 compared to $35.4 million for the three months ended March 31, 2012.
        Other (expense) income.     Our other non-operating (expense) income increased by 117.1% to $0.2 million for the three months ended March 31, 2013, compared to $(1.0) million for the three months ended March 31, 2012.
        Provision for income taxes.     Our provision for income taxes decreased by 24.0% to $3.1 million for the three months ended March 31, 2013, compared to $4.1 million for the three months ended March 31, 2012.
        Net income.     As a result of the foregoing, net income decreased by 62.5% to $4.3 million for the three months ended March 31, 2013, compared to $11.4 million for the three months ended March 31, 2012.
        Other comprehensive income (loss).     Our other comprehensive income increased to $0.1 million for the three months ended March 31, 2013 compared to the three months ended March 31, 2012.
        Comprehensive income.     Our comprehensive income decreased by 49.5% to $15.3 million for the three months ended March 31, 2013, compared to $30.3 million for the three months ended March 31, 2012, primarily as a result of the foregoing.
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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
        Sales.     Our average sales price increased 3.1% to $188.4 per short ton for the year ended December 31, 2012, as compared to $182.8 per short ton for the year ended December 31, 2011. For the year ended December 31, 2012, our sales increased by 9.7% to $462.6 million from $421.9 million for the year ended December 31, 2011, as a result of the following:
•
International sales.    International sales increased by 20.4% to $263.2 million for the year ended December 31, 2012, compared to $218.6 million for the year ended December 31, 2011, primarily as a result of the 15.6% increase in sales volumes to ANSAC and our direct sales customers to approximately 1.6 million tons for the year ended December 31, 2012, from approximately 1.4 million tons for the year ended December 31, 2011. This increase was due primarily to increased demand for soda ash in North Africa and Indonesia. International sales accounted for approximately 56.9% of our sales for the year ended December 31, 2012, compared to international sales of 51.8% for the year ended December 31, 2011. 

•
Domestic sales.  Domestic sales decreased by 1.9% to $199.4 million for the year ended December 31, 2012, compared to $203.3 million for the year ended December 31, 2011, primarily as a result of the 8.0% decrease in volume to approximately 0.8 million short tons for the year ended December 31, 2012, from approximately 0.9 million short tons for the year ended December 31, 2011. This decrease was due in part to a decrease in domestic market share during the year ended December 31, 2012, resulting from price competition. Such decrease in sales was offset in part by an increase of 3.1% in average sales prices over the period. Domestic sales accounted for approximately 43.1% of our sales for the year ended December 31, 2012, compared to 48.2% for the year ended December 31, 2011.
        Cost of products sold.     Our cost of products sold increased by 9.5% to $220.6 million for the year ended December 31, 2012 from $201.5 million for the year ended December 31, 2011, due primarily to:
•
an increase of 104% in royalties paid to $20.4 million for the year ended December 31, 2012, as compared to $10.0 million for the year ended December 31, 2011, due to a 7.6% increase in volume of soda ash produced and a 9.7% increase in sales and an increase in royalty rates payable to the federal government from 2.0% to 6.0% due to the expiration in October of 2011 of the Soda Ash Royalty Reduction Act of 2006; 

•
an increase of 13.4% in employee compensation costs to $60.9 million for the year ended December 31, 2012, as compared to $53.7 million for the year ended December 31, 2011, due to a 4.7% increase in salaries and wages as a result of an increase in pay and a 29.7% increase in fringe benefit expense, due mostly to a decrease in actuarial discount rates relating to the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees to reflect a general decrease in market interest rates; 

•
an increase of 9.9% in maintenance costs to $14.7 million for the year ended December 31, 2012, compared to $13.4 million for the year ended December 31, 2011, due to increased maintenance required for our mining assets; 

•
an increase of 15.8% in production tax to $5.2 million for the year ended December 31, 2012, compared to $4.5 million for the year ended December 31, 2011, due to increases in the average sales price and volume of trona ore mined during the year ended December 31, 2011 compared to the year ended December 31, 2011, as production tax is paid annually and is determined by reference to average sales prices and volume of trona ore mined during the previous year; and 

•
an increase of 8.5% in trona severance tax to $3.5 million for the year ended December 31, 2012, compared to $3.2 million for the year ended December 31, 2011, due to increases in the average sales price and volume of trona ore mined during the year ended December 31, 2012,
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compared to the year ended December 31, 2011, as severance tax payable is paid monthly determined by reference to average sales prices and volume of trona ore mined during the previous year.
The increase in cost of products sold was offset in part by a 7.2% decrease in energy costs to $53.9 million for the year ended December 31, 2012, compared to $58.0 million for the year ended December 31, 2011, due to a 20.2% decrease in average natural gas prices, offset in part by an increase in electricity prices on an mmBTU basis. The percentage increase in cost of products sold was slightly less than the percentage increase in sales largely due to the effect of lower natural gas prices. Our energy consumed on a per ton of soda ash produced basis did not materially change for the year ended December 31, 2012, compared to the year ended December 31, 2011.
        Freight costs.     Our freight costs increased 4.2% to $110.2 million for the year ended December 31, 2012 from $105.7 million for the year ended December 31, 2011, primarily due to a 6.4% increase in sales volume. The percentage increase in freight costs was less than the percentage increase in sales volume because all of the increase in sales volume was attributable to international sales, which have a lower average cost of freight than domestic sales, which decreased over the period.
        Gross profit.     Gross profit increased by 14.9% to $131.8 million for the year ended December 31, 2012, compared to $114.7 million for the year ended December 31, 2011, primarily due to the 6.4% increase in sales volume sold and also due to a 3.1% increase in average sales price over the period, which outpaced the 9.5% increase in cost of products sold and the 4.2% increase in freight costs.
        Selling and marketing expenses and general and administrative expenses.     Our selling and marketing expenses and general and administrative expenses increased 8.8% to $11.8 million for the year ended December 31, 2012, from $10.8 million for the year ended December 31, 2011, primarily due to an increase of $0.6 million in allowance for bad debt due to one of our European customers filing for bankruptcy and increases in allocated charges from ANSAC and Enterprises and its affiliates due to increased sales.
        Operating income.     As a result of the foregoing, operating income increased by 15.6% to $120.0 million for the year ended December 31, 2012, compared to $103.9 million for the year ended December 31, 2011.
        Other (expense).     Our other non-operating (expense) increased by 36.7% to $1.9 million for the year ended December 31, 2012, compared to $1.4 million for the year ended December 31, 2011.
        Provision for income taxes.     Our provision for income taxes increased by 13.0% to $16.4 million for the year ended December 31, 2012, compared to $14.6 million for the year ended December 31, 2011, which was primarily due to our increased net income before tax and the reversal of certain deferred tax timing differences.
        Net income.     As a result of the foregoing, net income increased by 15.7% to $101.8 million for the year ended December 31, 2012, compared to $88.0 million for the year ended December 31, 2011.
        Other comprehensive income (loss).     Our other comprehensive income (loss) increased to $0.0 million for the year ended December 31, 2012 from a loss of $0.5 million for the year ended December 31, 2011 due to a change in the fair value of our interest rate swap instruments.
        Comprehensive income.     Our comprehensive income increased by 16.4% to $101.8 million for the year ended December 31, 2012, compared to $87.5 million for the year ended December 31, 2011, primarily as a result of the foregoing.
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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
        Sales.     Our average sales price increased 12.5% to $182.8 per short ton for the year ended December 31, 2011, compared to $162.4 per short ton for the year ended December 31, 2010. For the year ended December 31, 2011, our sales increased by 16.2% to $421.9 million, from $363.1 million for the year ended December 31, 2010, primarily as a result of the following:
•
International sales.  International sales increased by 38.5% to $218.6 million for the year ended December 31, 2011, compared to $157.8 million for the year ended December 31, 2010, primarily as a result of the 11.2% increase in sales volumes to ANSAC and our direct international customers to approximately 1.4 million short tons for the year ended December 31, 2011 from approximately 1.2 million short tons for the year ended December 31, 2010. This increase was primarily driven by increased demand for soda ash outside of the United States, in particular, in Mexico, Brazil and Indonesia. International sales accounted for approximately 51.8% of our sales for the year ended December 31, 2011, compared to international sales of 43.5% for the year ended December 31, 2010. 

•
Domestic sales.  Domestic sales decreased slightly by 1.0% to $203.3 million for the year ended December 31, 2011, compared to $205.3 million for the year ended December 31, 2010, primarily as a result of a 7.1% decrease in sales volumes to approximately 0.9 million short tons for the year ended December 31, 2011, from approximately 1.0 million short tons for the year ended December 31, 2011. This decrease was due in part to a decrease in domestic market share because of price competition, offset in part by an increase of 6.5% in average sales prices over the period. Domestic sales accounted for approximately 48.2% of our sales for the year ended December 31, 2011, compared to 56.5% for the year ended December 31, 2010.
        Cost of products sold.     Our cost of products sold for the year ended December 31, 2011 increased 10.4% to $201.5 million, from $182.5 million for the year ended December 31, 2010, due primarily to:
•
an increase of 15.4% in energy costs for the year ended December 31, 2011, compared to the year ended December 31 2010, primarily due to a 16.2% increase in sales and a 2.9% increase in the volume of soda ash produced. In December 2010, we also elected to replace coal as a source of power for some of our energy needs with natural gas, which during such period was more expensive on an mmBTU basis than coal. We elected to use natural gas over coal at that time despite the higher cost because (1) natural gas would provide a more efficient fuel source for calcining, which results in a higher throughput and (2) our ability to purchase coal at lower than market rates pursuant to a long-term coal supply contract was ending; 

•
an increase of 17.6% in royalties paid to $10.0 million for the year ended December 31, 2011, compared to $8.5 million for the year ended December 31, 2010, due to higher sales and an increase in royalty rates during a portion of the last quarter of 2011 due to the expiration in October of 2011 of the Soda Ash Royalty Reduction Act of 2006; 

•
an increase of 5.9% in employee compensation costs to $53.7 million for the year ended December 31, 2011, compared to $50.7 million for the year ended December 31, 2010, due to a 7.5% increase in salaries and wages and a 4.7% increase in fringe benefit expense, both of which were driven mostly by an increase in headcount to support increased production levels; 

•
an increase of 47.9% in materials costs to $12.3 million for the year ended December 31, 2011 compared to $8.3 million for the year ended December 31, 2010, due to higher utilization of the deca feed stock during the year ended December 31, 2011, compared to the year ended December 31, 2010; 

•
an increase of 24.2% in trona severance tax to $3.2 million for the year ended December 31, 2011, compared to $2.6 million for the year ended December 31, 2010, due to increases in the
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average sales price and volume of trona ore mined during the year ended December 31, 2011 compared to the year ended December 31, 2010, as severance tax is paid annually determined by reference to average sales prices and volume of trona ore mined during the previous year.
        The percentage increase in cost of products sold was less than the percentage increase in sales because average sales prices increased and the average freight costs attributable to the incremental increase in sales for the year ended December 31, 2011 were lower than the average freight costs for 2010 sales.
        Freight costs.     Our freight costs decreased 3.2% to $105.7 million for the year ended December 31, 2011, from $109.2 million for the year ended December 31, 2010, despite an increase in sales volume as the average freight costs attributable to the incremental increase in sales for the year ended December 31, 2011 were lower than the average freight costs for sales during the year ended December 31, 2010.
        Gross profit.     Gross profit increased by 60.6% to $114.7 million for the year ended December 31, 2011, compared to $71.4 million for the year ended December 31, 2010, primarily due to a 3.2% increase in sales volume as well as a 12.5% increase in average sales price and a 3.2% decrease in freight cost, which outpaced the 10.4% increase in cost of products sold.
        Selling and marketing expenses and general and administrative expenses.     Our selling and marketing expenses and general and administrative expenses increased 21.3% to $10.8 million for the year ended December 31, 2011 from $8.9 million for the year ended December 31, 2010, primarily due to increased sales.
        Operating income.     As a result of the foregoing, operating income increased by 66.1% to $103.9 million for the year ended December 31, 2011, compared to $62.6 million for the year ended December 31, 2010.
        Other (expense).     Our other non-operating expense decreased by 69.5% to $1.4 million for the year ended December 31, 2011, compared to $4.5 million for the year ended December 31, 2010, due primarily to a decrease of 45.7% to $1.5 million of interest expense for the year ended December 31, 2011, compared to $2.8 million for the year ended December 31, 2010. This decrease was due to lower interest rates on our borrowings after we refinanced previously outstanding term loan debt under OCI Wyoming's previous credit facility.
        Provision for income taxes.     We recorded income tax of $14.6 million for the year ended December 31, 2011, compared to $6.5 million for the year ended December 31, 2010, which was primarily due to our increased net income before tax and the reversal of certain deferred tax timing differences.
        Net income.     As a result of the foregoing, net income increased by 70.4% to $88.0 million for the year ended December 31, 2011, compared to $51.6 million for the year ended December 31, 2010.
        Other comprehensive income (loss).     Our other comprehensive loss was $0.5 million for the year ended December 31, 2011, compared to a other comprehensive income of $1.4 million for the year ended December 31, 2010, and changed due to a change in the fair value of our interest rate swap instruments.
        Comprehensive income.     Our comprehensive income increased by 65.1% to $87.5 million for the year ended December 31, 2011, compared to $53.0 million for the year ended December 31, 2010, primarily as a result of the foregoing.
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 Liquidity and Capital Resources
        Historically, sources of liquidity for OCI Wyoming included cash generated from operations and borrowings under a credit facility and capital calls from partners. We use cash and require liquidity primarily to finance and maintain our operations, fund capital expenditures for our property, plant and equipment, make cash distributions to holders of our partnership interests, pay the expenses of our general partner and satisfy obligations arising from our indebtedness. Our ability to meet these liquidity requirements will depend on our ability to generate cash flow from operations.
        Subsequent to this offering, we expect our sources of liquidity to include:
•
cash generated from our operations; 

•
$10.0 million available for borrowing under the Revolving Credit Facility, subject to borrowing base availability; 

•
$35.0 million out of $190 million available for borrowing and undrawn under the OCI Wyoming Credit Facility, subject to borrowing base availability; 

•
issuances of additional partnership units; and 

•
the incurrence of debt.
        We expect our ongoing working capital and capital expenditures to be funded by cash generated from operations and borrowings under the OCI Wyoming Credit Facility. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements and to make quarterly cash distributions. However, we are subject to business and operational risks that could adversely affect our cash flow and access to borrowings under the Revolving Credit Facility and the OCI Wyoming Credit Facility. Our ability to satisfy debt service obligations, to fund planned capital expenditures and to make acquisitions will depend upon our future operating performance, which, in turn, will be affected by prevailing economic conditions, our business and other factors, some of which are beyond our control.

 Capital Requirements
        Working capital is the amount by which current assets exceed current liabilities. As of March 31, 2013, we had a working capital surplus of $129.6 million as compared to a working capital surplus of $115.5 million as of December 31, 2012 and $96.3 million as of December 31, 2011.
        Our working capital requirements have been, and will continue to be, primarily driven by changes in accounts receivable and accounts payable, which generally fluctuate with changes in the market prices of soda ash in the normal course of our business. We typically receive payment for our domestic sales 36 to 47 days following the date of shipment. For international sales, we typically receive payment 68 to 104 days following the date of shipment. Therefore, as international sales increase, our accounts receivable will also increase, which will result in an increase in our working capital requirements. Other factors impacting changes in accounts receivable and accounts payable could include the timing of collections from customers and payments to suppliers, as well as the level of spending for maintenance and growth capital expenditures. A material adverse change in operations or available financing under the Revolving Credit Facility and the OCI Wyoming Credit Facility could impact our ability to fund our requirements for liquidity and capital resources. Historically, we have not made working capital borrowings to finance our operations.

 Capital Expenditures
        Our operations require investments to expand, upgrade or enhance existing operations and to meet evolving environmental and safety regulations. We distinguish between maintenance capital
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expenditures and expansion capital expenditures. Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity. Examples of maintenance capital expenditures are expenditures to upgrade and replace mining equipment and to address equipment integrity, safety and environmental laws and regulations. Our maintenance capital expenditures do not include actual or estimated capital expenditures for replacement of our trona reserves. Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements made to increase, over the long term, our operating income or operating capacity. Examples of expansion capital expenditures include the acquisition and/or construction of complementary assets to grow our business and to expand existing facilities, such as projects that increase production from existing facilities, to the extent such capital expenditures are expected to expand our long-term operating capacity.
        Historically, we did not make a distinction between maintenance capital expenditures and expansion capital expenditures; however, we have made an estimate of this distinction for each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013 in the table below.

																	
Capital Expenditures 	 	Year Ended
December 31, 2010	 	Year Ended
December 31, 2011	 	Year Ended
December 31, 2012	 	Three Months
Ended
March 31, 2012	 	Three Months
Ended
March 31, 2013	 	
 	 	(Dollars in millions)	 	(Unaudited)
(Dollars in millions)	 	
Maintenance	 	$	5.8	 	$	9.4	 	$	19.5	 	$	2.6	 	$	2.1	 	
Expansion	 	 	1.5	 	 	16.4	 	 	7.9	 	 	1.3	 	 	0.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	7.3	 	$	25.8	 	$	27.4	 	$	3.9	 	$	2.1	 	
 	 	 	 	 	 	 	 	 	 	 	 	
        Major maintenance projects in 2010 included upgrades to mine infrastructure, rail track improvements and production process improvements. In 2011, major expansion projects included the completion of a major expansion to our rail yard, rebuilds of continuous miners, and improvements to the pond complex attributable to our increased deca processing capacity. In 2012, we made significant investments in rebuilding mine shuttlecars, projects designed to increase our yield versus the prior year, as well as the investigation of additional projects for future consideration. For the year ending December 31, 2013, we have budgeted $17.2 million in capital expenditures, including for soda ash processing equipment improvements, mining extension projects and maintenance of our tailing ponds.

 Cash Flows
        The following is a summary of cash provided by or used in each of the indicated types of activities:

								
 	 	Three Months Ended
March 31, 2012	 	Three Months Ended
March 31, 2013	 	
 	 	(Unaudited)	 	
 	 	(Dollars in millions)	 	
Cash provided by (used in):	 	 	 	 	 	 	 	
Operating activities	 	$	18.6	 	$	23.4	 	
Investing activities	 	$	(3.9	)	$	(2.1	)	
Financing activities	 	$	(4.6	)	$	(4.6	)	
        Operating Activities.     Net cash provided by operating activities increased to $23.4 million for the three months ended March 31, 2013, an increase of 25.9% over the $18.6 million net cash provided for the three months ended March 31, 2012. The increase was primarily due to $11.1 million provided by Due to/Due from affiliates for the three months ended March 31, 2013 compared to $1.1 million for the three months ended March 31, 2012. This increase was partially offset by a decrease of $1.7 million
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in our inventory during the three months ended March 31, 2013, compared to an increase of $6.9 million during the three months ended March 31, 2012, and a $3.6 million decrease in accrued expenses and other liabilities during the three months ended March 31, 2013, compared to a decrease of $7.7 million during the three months ended March 31, 2012.
        Investing Activities.     We used $2.1 million in cash during the three months ended March 31, 2013 to fund our investing activities, which related primarily to funding capital expenditures as described in "Capital Expenditures" above. This amount represented a decrease of 47.3% compared to net investments of $3.9 million during the three months ended March 31, 2012, which was primarily due to a lower capital expenditure plan for 2013 as compared to 2012.
        Financing Activities.     Cash used in financing activities of $4.6 million during the three months ended March 31, 2013 was the same as during the three months ended March 31, 2012. For the three months ended March 31, 2013 as well as the three months ended March 31, 2012, our financing activities consisted of a $1.0 million reduction of long term debt and $3.6 million in priority return distributions.

											
 	 	Year Ended
December 31, 2010	 	Year Ended
December 31, 2011	 	Year Ended
December 31, 2012	 	
 	 	(Dollars in millions)	 	
Cash provided by (used in):	 	 	 	 	 	 	 	 	 	 	
Operating activities	 	$	83.0	 	$	90.1	 	$	101.9	 	
Investing activities	 	$	(7.3	)	$	(25.8	)	$	(27.4	)	
Financing activities	 	$	(76.6	)	$	(48.3	)	$	(78.5	)	
        Operating Activities.     Our operating activities during the year ended December 31, 2012 provided $101.9 million, an increase of 13.0% over the $90.1 million generated during the year ended December 31, 2011, primarily as a result of a $13.8 million increase in net income before the noncontrolling interest during the year ended December 31, 2012, compared to the year ended December 31, 2011, which was offset, in part, by an increase of $9.5 million in our accounts receivable, due to an increase in international sales which have longer collection terms, an increase of $10.0 million in inventories and a decrease of $5.1 million in our accrued expenses and other liabilities. Our operating activities during the year ended December 31, 2011 provided $90.1 million, an increase of 8.6% over the $83.0 million generated during the year ended December 31, 2010, primarily as a result of a $36.4 million increase in net income before the noncontrolling interest during the year ended December 31, 2011, compared to the year ended December 31, 2010, which was offset, in part, by an increase of $29.6 million in our accounts receivable due to an increase of $0.9 million in inventories and an increase of $6.1 million in our accrued expenses and other liabilities.
        Investing Activities.     We used $27.4 million in cash during the year ended December 31, 2012 to fund our investing activities, which related primarily to funding capital expenditures as described in "Capital Expenditures" above. This amount represented an increase of 6.4% compared to net investments of $25.8 million during the year ended December 31, 2011. Our cash used in investing activities of $25.8 million during the year ended December 31, 2011 represented a 254.9% increase from the $7.3 million used in investing activities during the year ended December 31, 2010, which was primarily due to an increase in capital expenditures during 2011.
        Financing Activities.     Cash used in financing activities of $78.5 million during the year ended December 31, 2012 reflected a 62.5% increase compared to the $48.3 million used during the year ended December 31, 2011, primarily due to an increase of $30.2 million in our cash distributions to our partners. For the year ended December 31, 2011, our financing activities used 36.9% less cash as compared to the year ended December 31, 2010, primarily due to a $31.3 million reduction of long
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term debt during the year ended December 31, 2010 and a $15.1 million increase in our cash distributions to partners during the year ended December 31, 2011.

 Debt
OCI Wyoming Demand Revenue Bonds
        OCI Wyoming has issued two series of variable rate demand revenue bonds, which we refer to as the revenue bonds. One series of its revenue bonds are due October 1, 2018. Interest on these revenue bonds is payable monthly at an annual rate of 0.28% and 0.20% at December 31, 2012 and 2011, respectively. OCI Wyoming's other series of revenue bonds are due August 1, 2017. Interest on these revenue bonds is payable monthly at an annual rate of 0.28% and 0.20% at December 31, 2012 and 2011, respectively. OCI Wyoming's revenue bonds require it to maintain direct pay letters of credit totaling $20.3 million. The loan agreements and reimbursement agreements related to such letters of credit contain covenants relating to OCI Wyoming's obligations with respect to such bonds and letters of credit, as well as other covenants consistent with the covenants in the OCI Wyoming Credit Facility. An event of default under the OCI Wyoming Credit Facility will cause an event of default under the reimbursement agreements.
OCI Wyoming Credit Facility
        On July 18, 2013, OCI Wyoming entered into a $190 million senior unsecured revolving credit facility, which we refer to as the OCI Wyoming Credit Facility, with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The OCI Wyoming Credit Facility provides for revolving loans to fund working capital requirements, capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. As of July 18, 2013, we had borrowings outstanding in the amount of $135.0 million under the OCI Wyoming Credit Facility that were used, together with $0.3 million in cash, to refinance $31.0 million of an existing credit facility, to fund an $11.5 million special distribution to Wyoming Co. and a $91.5 million aggregate special distribution to NRP and us, and to pay approximately $1.3 million of debt issuance costs. The OCI Wyoming Credit Facility has an accordion feature that allows OCI Wyoming to increase the available revolving borrowings under the facility by up to an additional $75.0 million, subject to OCI Wyoming receiving increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the OCI Wyoming Credit Facility includes a sublimit up to $20.0 million for same-day swing line advances and a sublimit up to $40.0 million for letters of credit. OCI Wyoming's obligations under the OCI Wyoming Credit Facility are guaranteed by each of its material domestic, and to the extent no material adverse tax consequences would result, foreign wholly owned subsidiaries. OCI Wyoming's obligations under the OCI Wyoming Credit Facility are unsecured.
        The OCI Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) OCI Wyoming's ability to:
•
make distributions on or redeem or repurchase units; 

•
incur or guarantee additional debt; 

•
make certain investments and acquisitions; 

•
incur certain liens or permit them to exist; 

•
enter into certain types of transactions with affiliates of OCI Wyoming; 

•
merge or consolidate with another company; and 

•
transfer, sell or otherwise dispose of assets.
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        The OCI Wyoming Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the OCI Wyoming Credit Facility) of not more than 3.00 to 1.00 and a consolidated fixed charge coverage ratio (as defined in the OCI Wyoming Credit Facility) of not less than 1.00 to 1.00.
        In addition, the OCI Wyoming Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the OCI Wyoming Credit Facility, (ii) events of default resulting from our failure to comply with covenants and financial ratios in the OCI Wyoming Credit Facility, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against OCI Wyoming and (v) the occurrence of a default under any other material indebtedness OCI Wyoming may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the OCI Wyoming Credit Facility, the lenders may terminate all outstanding commitments under the OCI Wyoming Credit Facility and may declare any outstanding principal of the OCI Wyoming Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable.
        Under the OCI Wyoming Credit Facility, a change of control is triggered if OCI Chemical and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of OCI GP (or any entity that performs the functions of our general partner). In addition, a change of control would be triggered if we cease to own at least 50.1% of the economic interests in OCI Wyoming or cease to have the ability to elect a majority of the members of OCI Wyoming's partnership committee.
        Loans under the OCI Wyoming Credit Facility bear interest at OCI Wyoming's option at either:
•
a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent's prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or 

•
a LIBOR Rate plus an applicable margin.
        The unused portion of the OCI Wyoming Credit Facility is subject to an unused line fee ranging from 0.275% to 0.350% per annum based on OCI Wyoming's then current consolidated leverage ratio.
Revolving Credit Facility
        On July 18, 2013, we entered into a $10 million senior secured revolving credit facility, which we refer to as the Revolving Credit Facility, with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Revolving Credit Facility provides for revolving loans to be available to fund distributions on our units and working capital requirements and capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. At July 18, 2013, we had no outstanding borrowings under the Revolving Credit Facility. In addition, the Revolving Credit Facility includes a sublimit up to $5.0 million for same-day swing line advances and a sublimit up to $5.0 million for letters of credit. Our obligations under the Revolving Credit Facility are guaranteed by each of our material domestic subsidiaries other than OCI Wyoming, and to the extent no material adverse tax consequences would result, foreign wholly owned subsidiaries. In addition, our obligations under the Revolving Credit Facility are secured by a pledge of substantially all of our assets (subject to certain exceptions), including the partnership interests held in OCI Wyoming by us.
        The Revolving Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) our ability to (and the ability of our subsidiaries, including without limitation, OCI Wyoming to):
•
make distributions on or redeem or repurchase units;
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•
incur or guarantee additional debt; 

•
make certain investments and acquisitions; 

•
incur certain liens or permit them to exist; 

•
enter into certain types of transactions with affiliates; 

•
merge or consolidate with another company; and 

•
transfer, sell or otherwise dispose of assets.
        The Revolving Credit Facility also requires quarterly maintenance of a consolidated fixed charge coverage ratio (as defined in the Revolving Credit Facility) of not less than 1.00 to 1.00.
        In addition, the Revolving Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the Revolving Credit Facility, (ii) events of default resulting from our failure to comply with covenants and financial ratios, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against us or our material subsidiaries and (v) the occurrence of a default under any other material indebtedness we (or any of our subsidiaries) may have, including the OCI Wyoming Credit Facility. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Revolving Credit Facility, the lenders may terminate all outstanding commitments under the Revolving Credit Facility and may declare any outstanding principal of the Revolving Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable.
        Under the Revolving Credit Facility, a change of control is triggered if OCI Chemical and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of, OCI Holdings or OCI GP (or any entity that performs the functions of our general partner). In addition, a change of control would be triggered if we cease to own at least 50.1% of the economic interests in OCI Wyoming or cease to have the ability to elect a majority of the members of OCI Wyoming's partnership committee.
        Loans under the Revolving Credit Facility bear interest at our option at either:
•
a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent's prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or 

•
a LIBOR Rate plus an applicable margin.
        The unused portion of the Revolving Credit Facility is subject to an unused line fee ranging from 0.275% to 0.350% based on our then current consolidated leverage ratio.
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  Contractual Obligations
        The following table sets forth a summary of our significant contractual obligations as of December 31, 2012:

																	
 	 	Payments Due by Period	 	
 	 	2013	 	2014 - 2016	 	2017 - 2018	 	After 2018	 	Total	 	
 	 	(Dollars in millions)	 	
Long-term debt(1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue bonds	 	$	—	 	$	—	 	$	8.6	 	$	11.4	 	$	20.0	 	
Wyoming Credit Facility	 	 	4.0	 	 	28.0	 	 	—	 	 	—	 	 	32.0	 	
Interest	 	 	1.0	 	 	0.9	 	 	0.1	 	 	—	 	 	2.0	 	
Land lease and easement	 	 	0.1	 	 	0.2	 	 	0.2	 	 	1.8	 	 	2.3	 	
Total	 	$	5.1	 	$	29.0	 	$	9.0	 	$	13.2	 	$	56.4	 	

(1)
On July 18, 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility and borrowed $135.0 million under that facility as described in "—Debt—OCI Wyoming Credit Facility." On July 18, 2013, OCI Resources entered into the Revolving Credit Facility but does not expect to have any borrowings under that facility at the closing of this offering, as described in "—Debt—Revolving Credit Facility."
        Retirement Plans.     Benefits provided under the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees are based upon years of service and an employee's average compensation during the final years of service. Each plan covers substantially all full-time Wyoming Co. and OCI Chemical employees hired before May 1, 2001. Enterprises's funding policy is to contribute annually at least the minimum required contribution and keep plan assets at least equal to 80% of projected liabilities. Our reimbursements to Enterprises are based on the proportion of the plan's total liabilities allocable to our employees based upon years of service and an employee's average compensation during the final years of service. Our allocated portion of Enterprises's contributions to the retirement plan for the year ended December 31, 2012 was $9.0 million. The dollar amount of a cash reimbursement to the plan sponsor in any particular year will vary as a result of gains or losses sustained by the pension plan assets during the year due to market conditions. We do not expect the variability of contribution requirements to have a significant effect on our financial position, results of operations or liquidity.
        The personnel who operate OCI Wyoming are employees of Wyoming Co. Enterprises directly charges us for the payroll and benefit costs associated with these employees and retirees. Enterprises carries the obligation for retirement and other employee-related benefits in its financial statements.
        Savings Plan.     The OCI 401(k) Retirement Plan covers all eligible hourly and salaried employees. Eligibility is limited to all domestic residents and any foreign expatriates who are in the United States indefinitely. This plan permits employees to contribute specified percentages of their compensation, while we make contributions based upon specified percentages of employee contributions. This Plan was amended such that employees hired on or subsequent to May 1, 2001 receive an additional contribution from us based on a percentage of each employee's base pay. Our allocated portion of Enterprises's contribution to the savings plan for the year ended December 31, 2012 was $2.4 million.
        Postretirement Benefits.     Most of the employees are eligible for postretirement benefits other than pensions if they reach retirement age while still employed. Enterprises's postretirement benefits excluding pensions, are not funded, and Enterprises has the right to modify or terminate the benefits at will. Our allocated portion of the post-retirement benefit cost for the year ended December 31, 2012 was was $2.2 million.
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  Impact of Inflation
        Although the impact of inflation has slowed in recent years, it is still a factor in the U.S. economy and may increase our cost to acquire or replace properties, plant and equipment. Inflation may also increase our costs of labor and supplies. To the extent permitted by competition, regulation and existing agreements, we pass along increased costs to our customers in the form of higher selling prices, and we expect to continue this practice.

  Critical Accounting Policies
        Revenue Recognition.     We recognize revenue and record the related accounts receivable when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) ownership has transferred to the customer, which occurs upon shipment; (3) the selling price is fixed, determinable or reasonably estimated sale price has been agreed with the customer; and (4) collectability is reasonably assured. Returns and allowances have been provided based on estimated returns and claims. Customer rebates are accounted for as sales deductions and are held in liability accounts until payments are made to the customers.

  Recently Issued Accounting Standards
        In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income , which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. Additionally, ASU 2011-05 eliminates the option to present comprehensive income and its components as part of the statement of stockholder's equity. With the exception of the indefinite deferral of the provisions that require companies to present, in both net income and other comprehensive income, adjustments of items that are reclassified from other comprehensive income to net income. ASU 2011-05 became effective for 2012. We elected to present comprehensive income, the components of net income, and the components of other comprehensive income, in a single continuous statement.

  Off-Balance Sheet Arrangements
        We have a self-bond agreement with the Wyoming Department of Environmental Quality under which we commit to pay directly for reclamation costs. As of December 31, 2012, the amount of the bond was $21.3 million, which is the amount we would need to pay the State of Wyoming for reclamation costs if we cease mining operations currently. The amount of this self-bond is expected to increase to $27.1 million in August 2013 and is subject to change upon periodic re-evaluation by the Land Quality Division.
        OCI Wyoming's revenue bonds require it to maintain stand-by letters of credit totaling $20.3 million.
        For more information, see "—Debt."

  Seasonality
        We do not experience significant seasonality of demand.

  Quantitative and Qualitative Disclosure about Market Risk
        Our exposure to the financial markets consists of changes in interest rates relative to the balance of our outstanding debt obligations and derivatives that we have employed from time to time to manage our exposure to changes in market interest rates, foreign currency rate and commodity prices. We do not use financial instruments or derivatives for trading or other speculative purposes.
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        On a pro forma basis, after giving effect to this offering, the aggregate principal amount of variable rate debt we had outstanding under our debt instruments as of December 31, 2012 was $52.0 million. This debt had a weighted average annual interest rate of 1.2% as of December 31, 2012. We estimate that a 1% change in interest rates would impact our pre-tax income by approximately $0.5 million, based on the debt outstanding as of December 31, 2012.
        The table below provides information about our debt obligations that are sensitive to changes in interest rates, as of December 31, 2012 on a pro forma basis after giving effect to this offering and the anticipated use of proceeds from this offering. For debt obligations, the table presents principal cash flows and related weighted average annual annual interest rates by expected maturity dates.
        Energy costs represent a large part of our cost of products sold. Natural gas is a large component of that expense. We purchase natural gas primarily from two suppliers: BP Energy and Anadarko. The purchase price we pay does not include the cost of freight so we much arrange and pay for the cost of transporting the natural gas from the gas compressor facility approximately 20 miles from the plant to our facility. We have a separate contract for transportation of gas with an affiliate of DCP Midstream. We pay a fixed amount to reserve capacity on a daily basis. In order to reduce risk of price fluctuating, we engage in forward purchases of natural gas. Historically, we have purchased approximately 6% of the anticipated gas volume to be purchased for the next 18 months. An additional 11% is purchased for the upcoming 12 months. Lastly, 17% is purchased for the next 6 months. Therefore, historically, we have purchased approximately 33% of the anticipated natural gas needs for the next 6 months to be purchased in advance. As gas price falls below budget price, an additional 33% of the anticipated natural gas needs can, at our discretion, be purchased to cover the next 12 months. We can give no assurance that we will continue this practice.
        Our sales to ANSAC are denominated in U.S. dollars but our sales to other international customers may be denominated in a foreign currency, which exposes us to foreign currency fluctuations. To reduce that risk we generally hedge one half of our anticipated currency exposure for the next budget period as early as October of the prior year. As we finalize customer contracts, we increase this percentage up to 80% of expected sales.
        We have entered into an interest rate swap designed to hedge our exposure to possible increases in interest rates. This contract had an aggregate notional value of $26.0 million and a fair value of $0.6 million as of December 31, 2012.

																										
 	 	2013	 	2014	 	2015	 	2016	 	2017	 	Thereafter	 	Total	 	Fair Value	 	
 	 	(Dollars in millions)	 	
Debt with variable interest rate(1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Principal payable	 	$	4.0	 	$	28.0	 	 	—	 	 	—	 	$	8.6	 	$	11.4	 	$	52.0	 	 	(0.6	)	
Average variable rate payable	 	 	1.3	%	 	1.3	%	 	0.3	%	 	0.3	%	 	0.3	%	 	0.3	%	 	0.9	%	 	 	 	

(1)
In July 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility and borrowed $135.0 million under that facility as described in "—Debt—OCI Wyoming Credit Facility." In July 2013, OCI Resources entered into the Revolving Credit Facility but does not expect to have any borrowings under that facility at the closing of this offering, as described in "—Debt—Revolving Credit Facility."
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  INDUSTRY
 Introduction
        Soda ash, the common name for sodium carbonate (Na 2 CO 3 ), is a white, alkaline chemical in powder or granular form that can be produced both from a mineral called trona or synthetically through chemical processes. Trona ore, a naturally occurring soft mineral, is also known as sodium sesquicarbonate (a mixture of sodium carbonate and bicarbonate), and is found in only a few areas of the world, including the United States, Turkey, Africa and China. The Green River Basin, which is the base of operations for OCI Wyoming and three other large soda ash producers, contains the vast majority of the world's trona reserves, as estimated by the U.S. Geological Survey.
        Soda ash is one of the most commonly used industrial minerals and is an essential raw material in the manufacture of several products, including flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. In terms of global uses by volume, soda ash is most often used as an agent to lower the melting temperature of silica sand in the manufacture of glass products, including flat glass used in building construction and vehicle windshields, and glass containers, such as bottles. The global soda ash market in 2012 was approximately 59.4 million short tons in terms of volume, according to IHS. IHS estimates total global nameplate manufacturing capacity for 2012 at approximately 65.4 million metric tons (equivalent to 72.1 million short tons). According to IHS, global demand for soda ash grew 2.8% annually over the last five years and is expected to grow 5% annually through 2017, primarily as a result of growth in demand in China. IHS estimates that the seven largest global soda ash producers represent 39% of the total global soda ash production by global nameplate capacity.

  Soda Ash Production Methods
        According to IHS, approximately one quarter of global soda ash capacity is produced from trona ore, with the remainder being synthetic soda ash produced through chemical processes, as described below.
Production of soda ash from trona
        Soda ash is produced by mining and processing trona ore. In the Green River Basin, trona deposits are mined through conventional underground mining techniques similar to those employed in the mining of other soft minerals like coal, namely, "room and pillar" and "longwall" mining, as well as through solution mining. In room and pillar mining, underground mineral seams are mined in a network of "rooms." As these rooms are cut and formed, continuous mining machines, or continuous miners, simultaneously load trona onto shuttle cars for hoisting to the surface. "Pillars" composed of trona are left behind in these rooms to support the roofs of the mines. Room and pillar mining allows flexibility to fit irregular target boundaries around faults and is often used to mine smaller blocks or thinner seams. In longwall mining, heavy machinery is used to cut and remove the trona from the wide face of a mine and hoist it to the surface. Temporary hydraulic powered roof supports hold the roof of the mine in place as extraction proceeds. As mining continues, supports known as roof bolts are placed in the ceiling of the mine to avoid collapse. Longwall mining provides high production rates with low operating costs. However it requires large areas of medium to thick seams.
        In conventional trona mining, once the trona ore is hoisted to the surface, it is screened for impurities and crushed into smaller pieces in preparation for processing. The crushed trona is then heated to eliminate unwanted gases, creating crude sodium carbonate. Next, the sodium carbonate is dissolved in water, and the resulting solution, which is referred to as "liquor," is filtered to remove impurities. After thickening and filtration, the liquor is then crystallized in an evaporator producing sodium carbonate mono hydrate. The crystals are then drawn off and passed through a centrifuge to remove excess water and dried to form soda ash. The dried product is screened once more to remove
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remaining small particles. The resulting soda ash is then stored in product silos for shipment to customers.
        Trona ore processing produces a natural byproduct called "deca", which is short for sodium carbonate deca hydrate. The deca is derived from the process of "purging" in the evaporation phase, in which a portion of the liquor is expunged from the process in order to meet quality parameters. The purged liquor stream is pumped out to ponds, where the solar evaporation enables deca crystals to precipitate out within the ponds. Some producers are able to recover soda ash from these ponds by exposing the deca crystals to additional evaporation and then blending the separated deca crystals with partially processed trona ore at the dissolving stage prior to filtering.
        In contrast to conventional mining, solution mining is used in situations where minimal seam width or deep mining beds prohibit the use of conventional underground mining techniques. In solution mining, ore is extracted by dissolving it in a leaching solution and pumping the dissolved ore to the surface for processing.
Synthetic production of soda ash
        For the year ended December 31, 2012, synthetic production capacity accounted for approximately 75% of global soda ash production capacity. There are two primary methods for synthetic production: the "Solvay process" and the "Hou process." Named after Ernest Solvay, a Belgian chemist who developed the process in the 1860s, the Solvay process combines limestone, salt and ammonia to produce soda ash and calcium chloride. Calcium chloride has limited saleable value and is usually disposed of as waste. The other method for synthetic production is referred to as the "Hou process," named after Debang Hou, the Chinese chemist who developed the process in the 1930s. The Hou process is similar to the Solvay process, except that instead of producing calcium chloride as a by-product, ammonium chloride is produced. Ammonium chloride is used for fertilizer and its commercial value is dependent on the price of fertilizers in which it is used.
        Trona-based soda ash producers have significantly lower soda ash production costs than synthetic producers due in part to the lower cost of raw trona compared to the salt, calcium carbonate and ammonia required for synthetic production and due in part to relatively lower energy requirements in processing soda ash. Furthermore, trona-based producers of soda ash produce fewer quantities of waste byproducts than synthetic producers. By minimizing waste byproducts, trona-based producers of soda ash avoid incurring extra costs associated with disposing of such byproducts. Synthetic producers, on the other hand, tend to locate their manufacturing facilities near customers, resulting in significantly lower freight and logistics costs for their product compared to soda ash manufactured from trona ore at a distant mine. Based on IHS studies and our own research, we estimate that the cost of production of trona-based soda ash is approximately one-third to one-half the cost of production of synthetic soda ash. The following chart compares production costs of trona-based soda ash and the more common synthetic soda ash processes.
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 Relative Soda Ash Production Costs by Process
(Multiple of Trona Based Production)

                              Source: IHS.
        In the table above, assumptions for natural gas, coal, steam, electricity, salt, limestone, coke, ammonium chloride and other inputs and components of production are average prices for 2012.

  Wyoming's Green River Basin
        The Green River Basin is located on what geologists call Lake Gosiute, which is a prehistoric alkaline lake bed located in southwestern Wyoming that extends over an area of greater than 1,000 square miles. The Green River Basin is the base of operations for OCI Wyoming and three other large soda ash producers (FMC Alkali Chemicals, or FMC, Solvay Chemicals Inc., or Solvay, and Tata Chemicals (Soda Ash) Partners, or Tata), and is home to the largest known trona reserves in the world.

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        The chart below reflects the relative capacity of the North American soda ash producers in 2012, including Searles Minerals and Industria del Álcali, S.A. de C.V., which operate in California and Mexico, respectively.

 North America Soda Ash Producers
Total Capacity of Approximately 14 million Short Tons

                                             Source: IHS.
        Because energy costs constitute a significant portion of the cost to produce soda ash in the Green River Basin and around the world, producers in the Green River Basin benefit from the availability of relatively low cost shale gas in the area.

  End-Market Uses for Soda Ash
        Soda ash is a key raw material in many consumer and industrial products. Soda ash is most often used to produce glass, such as flat glass and container glass. It is also used in detergents, chemicals, paper and other consumer and industrial products. The following chart depicts the relative percentages for soda ash end markets.

 Soda Ash Consumption by End Market (by volume)

                         Source: IHS.
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Glass Industry
        Glass production is the predominant use of soda ash, with glass producers accounting for more than 50% of global demand in 2011. Glass producers use soda ash as an agent to lower the temperatures required to form glass.
        Flat glass producers as a group are the largest consumers of soda ash globally. Flat glass, also known as sheet or plate glass, is commonly used for windows, doors, glass walls and windshields. Flat glass is primarily produced for the automotive and construction end-markets, with a portion also being used in mirrors, solar panels, signs and optical glass. Major global flat glass producers include Asahi Glass Co. Ltd., Compagnie de Saint-Gobain, Nippon Sheet Glass, Guardian Industries Corp., PPG Industries, Inc. and Cardinal Glass Company.
        Container glass is the second largest application for soda ash, with beverage bottles, accounting for the largest share in this end-market. Other uses include wine and non-alcoholic beverage containers, as well as food, cosmetics and laboratory glassware. Major global container glass producers include Owens-Illinois, Inc., Saint-Gobain and Ardagh Group S.A.
        Soda ash is also used to produce other glass products, including consumer and specialty glass products, such as fiberglass yarns, scientific glassware, tableware, lighting, television screens, optical glass, glass ceramics and computer flat panel displays.
Detergents
        Soda ash is used in a number of detergent products, primarily as washing powders (heavy duty detergents). Its main functions are as a builder agent in detergent powder and as a water softener, but it also has a direct cleaning action.
Chemical Industry
        Soda ash is utilized in the chemical industry as a source of sodium. Soda ash also enhances the reactivity and solubility of many inorganic compounds in water. It is used as a major raw material in the production of sodium phosphates, sodium silicates and certain photographic chemicals. Additionally, soda ash is used in the production of sodium bicarbonate (baking soda), an essential ingredient in many consumer applications as well as paints, coatings and dialysis products.
Paper
        Soda ash is mixed with sulphur dioxide to form sodium sulphite, which is used to soften wood chips and control the pH level in the pulp cooking process. Soda Ash is also used in the water treatment process in paper plants and can be a major component of the bleaching process.

  Global Market and Supply and Demand
Domestic Market
        Demand for soda ash in the United States has been relatively steady in recent years, due to the development of alternatives to glass containers and slow economic growth generally, which has limited the demand for glass required for automobile production and construction, including in housing. Because all producers of soda ash in the United States produce soda ash from trona, these producers have lower production costs than synthetic producers of soda ash and are, therefore, able to simultaneously operate in this stable U.S. market and the growing international market.
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Export Market
        Because of the relatively steady demand for soda ash in the United States, U.S. soda ash producers increasingly rely on exports, including to emerging markets such as Latin America and Asia. The United States is the world's largest exporter of soda ash, exporting approximately 6.17 million short tons in 2011, comprising approximately 45% of domestic soda ash production. Such production volume is approximately three times the volume of China, the world's second largest exporter. The following chart reflects U.S. global export volumes.

 2012 U.S. Exports of Soda Ash (in thousands of short tons)

                                Source: IHS.
Global Supply and Demand
        Because soda ash is a basic chemical that is a key element in several industrial processes, we believe soda ash demand, in particular in the flat glass market, to be correlated to industrial production. Between 2007 and 2012, global soda ash demand grew by approximately 3% annually, according to IHS. The growth in demand was primarily driven by demand growth in China, which grew approximately 7% annually, while demand in the rest of the world grew approximately 1% annually. The lower than normal demand growth for the rest of the world over this time period was due to the global recession in 2009. During the downturn, global soda ash demand fell by almost 8%. However, demand for soda ash recovered strongly after the recession with growth led by emerging markets. Global demand surpassed pre-recession levels by 2011. During the same time period, aggressive capacity expansion in China caused global capacity to outpace demand growth, which led to lower operating rates. As depicted in the chart below, this trend of Chinese overcapacity is expected to continue in the near term, keeping global operating rates in the 80% to 85% range. Conversely, U.S. operating rates are expected to stay at approximately 90% in the foreseeable future due to the low cost advantage of trona-based soda ash production which allows U.S. producers to competitively export soda ash. Given the fact that it is extremely difficult to run at 100% operating rates due to production unit turnarounds, scheduled and unscheduled downtime and process bottlenecks, we believe that U.S. producers are essentially running at maximum capacity and are expected to do so into the foreseeable future.
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 Global Capacity, Demand and Operating Rate for Soda Ash

                              Source: IHS.
        The majority of future capacity additions are higher cost synthetic soda ash in mainland China, which we believe are supported by government subsidies. Other meaningful capacity additions are expected to come online in Turkey in 2015 and 2016, according to IHS. These additions in Turkey will consist of trona-based soda ash capacity, which we believe will likely displace local higher-cost synthetic capacity in the European market. The chart below reflects projected soda ash capacity additions in China, the United States, Turkey and the rest of the world, including India and CIS/Russia. We believe that, as suggested by the chart below, China may curtail capacity expansion over the next several years.

 Projections of Soda Ash Capacity Additions
By Country (in thousands of short tons)

                           Source: IHS.
Demand for soda ash differs significantly from region to region, with a number of locales requiring significant import volumes to meet soda ash demands.
•
Asia and Emerging Markets.   Northeast Asia is the largest regional soda ash consuming market in the world, with China representing the largest single national market for soda ash globally. Chinese soda ash demand growth, which is driven by domestic industrial development, and production used for export purposes, is expected to continue to be robust. The engine of future demand growth, however, is expected to come from emerging economies. In particular,
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according to IHS, Brazil and India are expected to exceed average global demand growth due to their current economic growth forecasts and expectations, which is expected to result in industrial development, including construction.

 Soda Ash Consumption by Region

                          Source: IHS.
•
Western Europe and North America.   We expect Western European and North American soda ash demand to remain generally stable for the foreseeable future. We also expect recovering demand for housing and automobiles to increase demand for flat glass as the U.S. economy recovers from low levels seen throughout the recent financial crisis. Because container glass consumption in most mature economies such as Western Europe and the United States is stable—as alternative packaging materials such as plastic bottles and aluminium cans have already replaced traditional glass bottles for many applications—we expect that demand for soda ash in this end market will generally remain relatively steady.
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  Soda Ash Pricing
        As reflected in the table below, North American soda ash industry prices have increased steadily from 2006 to 2012 compared to the volatility seen in the global markets over the last six years. This improvement was driven by a relative decline in natural gas prices coupled with a significant increase in soda ash demand from emerging markets. Historically, soda ash prices in the United States have been lower than global prices. Synthetic producers outside the United States have raised prices as their energy and other input costs increased, which increased global soda ash prices. As a result, U.S. producers have captured incremental demand and improved their operating margins. For international sales, soda ash prices are generally inclusive of transportation and freight costs, including rail freight, trucking and ocean vessel rates. In North America, soda ash prices generally exclude transportation and freight costs.

 Historical Soda Ash Prices
($ per short ton)

                   Source: IHS.
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  BUSINESS
 Overview
        We are a Delaware limited partnership formed by OCI Holdings to operate the trona ore mining and soda ash production business of OCI Wyoming. We own a controlling interest representing 51% of the general partner interest and 51% of the limited partner interest in OCI Wyoming, which is one of the largest and lowest cost producers of soda ash in the world, serving a global market from our facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years.
        As of March 31, 2013, OCI Wyoming had proven and probable reserves of approximately 267.1 million short tons of trona, which is equivalent to 145.5 million short tons of soda ash. During the year ended December 31, 2012, OCI Wyoming mined approximately 3.87 million short tons of trona and produced approximately 2.45 million short tons of soda ash. During the three months ended March 31, 2013, OCI Wyoming mined approximately 1.0 million short tons of trona and produced approximately 0.63 million short tons of soda ash. Based on a projected mining rate of 4.0 million short tons of trona per year, OCI Wyoming has enough proven and probable trona reserves to continue mining trona at its 2012 mining rate for approximately 67 years.
        The following table sets forth certain operating data regarding our business.

																	
 	 	Year Ended December 31,	 	Three Months Ended March 31,	 	
 	 	2010	 	2011	 	2012	 	2012	 	2013	 	
 	 	(millions of short tons, except percentages and ratio data)	 	
Trona ore mined	 	 	3.60	 	 	3.68	 	 	3.87	 	 	0.9	 	 	1.0	 	
Operating rate(1)	 	 	97.6	%	 	98.6	%	 	98.6	%	 	97.7	%	 	95.4	%	
Ore to ash ratio(2)	 	 	1.64:1.0	 	 	1.63:1.0	 	 	1.59:1.0	 	 	1.61:1.0	 	 	1.63:1.0	 	
Soda ash volume sold	 	 	2.23	 	 	2.31	 	 	2.45	 	 	0.59	 	 	0.63	 	

(1)
Operating rate expresses the amount of soda ash produced in a given year as a percentage of our effective capacity for that year. Effective capacity reflects the volume of soda ash that we can produce using our current operational resources, taking into account scheduled and unscheduled downtime and idled capacity. We believe effective capacity is a more accurate measure of our potential output than nameplate capacity, which is theoretically the maximum volume of soda ash we could produce without any downtime or idled capacity.

(2)
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.
        Our facility is situated on approximately 880 acres, and our mining operations consist of approximately 23,500 acres of leased and licensed subsurface mining area. We use six large continuous mining machines and ten underground shuttle cars in our mining operations. Our processing assets consist of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers. Our facility also includes seven storage silos with total capacity of 65,000 short tons in which we store soda ash before shipment by bulk rail or truck to distributors and end customers. We lease a fleet of more than 1,700 covered hopper cars that serve as dedicated rail transport for approximately 98% of our soda ash.
        Trona, a naturally occurring soft mineral, is also known as sodium sesquicarbonate and consists primarily of sodium carbonate, or soda ash, sodium bicarbonate and water. We process trona ore into soda ash, which is an essential raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. The vast majority of the world's trona reserves are located in the Green River Basin. According to IHS, approximately one-quarter of global soda ash is produced
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by processing trona, with the remainder being produced synthetically through chemical processes. We believe processing soda ash from trona is the cheapest manner in which to produce soda ash. The costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production.
 Our Competitive Strengths
        We believe that the following competitive strengths will allow us to execute our business strategies successfully and to achieve our objective of generating and growing cash available for distribution to our unitholders:
        Cost Advantages of Producing Soda Ash from Trona.     We believe that as a producer of soda ash from trona, we have a significant competitive advantage compared to synthetic producers of soda ash. The manufacturing and processing costs for producing soda ash from trona are more cost competitive than other manufacturing techniques partly because the costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production. Based on our estimates and industry sources, we believe the average cost of production per short ton of soda ash (before freight and logistics costs) from trona is approximately one-third to one-half the cost per short ton of soda ash from synthetic production. In addition, synthetic producers of soda ash incur additional costs associated with storing or disposing of, or attempting to resell, the by-products the synthetic processes produce. Even after taking into account the higher freight and logistics costs associated with our soda ash exports, we believe we can be cost competitive with synthetic soda ash operations who are typically located closer to customers than we are. We believe that our competitive cost structure, together with our current logistics arrangements, allows us to be competitive globally.
        Substantial Reserve Life from Significant Reserves.     As of March 31, 2013, we had approximately 128.8 million short tons of proven reserves and 138.3 million short tons of probable reserves of trona, which is equivalent to 145.5 million short tons of soda ash, as estimated by Hollberg Professional Group, an independent mining and geological consulting firm. Based on a projected mining rate of 4.0 million short tons of trona per year, we have enough proven and probable trona reserves to continue mining trona for approximately 67 years.
        Certain Operational Advantages Compared to Other Trona-Based Producers.     We believe we have certain operational advantages over other soda ash producers in the Green River Basin due to the operational characteristics of our facilities as described below. These advantages are manifested in our high productivity and efficiency rates.
•
Location of our mining beds and high purity trona.   Our mining beds are located 800 to 1100 feet below the surface, which is significantly closer to the surface than the mining beds of other operators in the Green River Basin. The relatively shallow depth of our beds compared to other Green River Basin trona mines contributes to favorable ground conditions and improved mining efficiency. Our competitive advantage resides in the fact that we can mine and roof bolt continuously while mining. In addition, the trona in our mining beds has a higher concentration of soda ash as compared to the trona mined at other locations in the Green River Basin, which is typically imbedded or mixed with greater amounts of halite and other impurities. Our trona ore is generally composed of approximately 85% to 89% pure trona. 

•
Advantageous facility layout.   Our surface site includes a high capacity network of natural ponds that we use to recapture soda ash lost in processing trona through a process we introduced in 2009 called deca rehydration. Primarily as a result of this process, we have been able to reduce
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our ore to ash ratio by 11% over the past three years. While other producers in the Green River Basin also utilize deca rehydration, our natural pond complex enables us to spread deca-saturated water over a large surface area, which facilitates evaporation and access to the resulting deca. Additionally, we can transfer water from one pond to another, a process we call "de-watering," leaving the first pond dry. De-watering enables us to use front loaders and other hauling equipment to move dry deca from that "de-watered" pond to our processing facility. Other producers in the area instead need to utilize costly dredging techniques to extract deca from their ponds, and the recovered deca is wet, and therefore requires more energy to process than dry deca. Introducing deca into our process has also reduced our energy consumption per short ton of soda ash produced.
        Partly due to these operational advantages over other producers, we believe we have the most efficient soda ash production facility in the Green River Basin both in terms of short tons of soda ash produced per employee and in energy consumed per short ton of soda ash produced. In 2011, we used approximately 4.0 mmBTUs of energy per short ton of soda ash processed, as compared to an average of 5.4 mmBTUs of energy for the other three operators in the Green River Basin according to the Wyoming Department of Environmental Quality and our internal estimates. In addition, for the year ended December 31, 2012, we produced approximately 6,000 short tons of soda ash per employee according to the Wyoming State Mine Inspectors Annual Report and the Wyoming Department of Environmental Quality. Based on historical production statistics we believe this production metric exceeds that of the other three operators in the Green River Basin.
        Strong Safety Record.     We have an outstanding track record for safety, and we have among the lowest instances of workplace injury in the U.S. mining industry. Our tradition of excellence in safety has been recognized by the Wyoming State Mine Inspector, which has awarded us its Safety Excellence Award for five consecutive years from 2008 to 2012. We also received three consecutive safety awards from the U.S. Industrial Minerals Association of North America and the Mine Safety and Health Administration from 2009 to 2011. In addition, the safety performance of our facilities, as measured by the number of citations, recordable injuries and lost work day injuries and accident incident rate, significantly exceeds that of our peers in the Green River Basin over the last five years, according to the Mine Safety and Health Administration. We believe this emphasis on, and track record of, safety keeps the morale of our existing employees high and enables us to recruit and retain the most qualified workers in the Green River Basin.
        Stable Customer Relationships.     We have an extensive base of over 75 customers in industries such as flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. We have long-term relationships with many of our customers due to our competitive pricing, reliable shipping and high quality soda ash. For the year ended December 31, 2012, approximately 70% of our domestic net sales were made to customers with whom we have done business for over ten years. We believe that these relationships lead to stable cash flows. We have a strong, long-standing relationship with our primary export customer, ANSAC. ANSAC is a cooperative that serves as the primary international distribution channel for us and two other U.S. manufacturers of trona-based soda ash. ANSAC is one of the largest purchasers and exporters of soda ash in the world and, as a result, is able to leverage its economies of scale in the markets it serves. We believe that our customer relationships, including our relationship with ANSAC, lead to more stable cash flows and allow us to plan production activity more accurately.
        Experienced Management and Workforce.     Our facility has been in continuous operation for over 50 years. We are able to build on the collective knowledge gained from our experience during this period to continually improve our operations and introduce innovative processes. In addition, many members of OCI Wyoming's senior management team have more than 20 years of relevant industry experience. Kirk Milling, our Chief Executive Officer and the current Chairman of ANSAC, has more
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than 24 years of senior level experience in the chemical industry and nearly 15 years at OCI Chemical. Mike Hohn, the head of OCI Chemical's soda ash division, has 25 years of experience running industrial mineral extraction and processing operations, including five years at OCI Wyoming. Our executives lead a highly productive workforce with an average tenure of more than 18 years. We believe our institutional knowledge, coupled with the relative seniority of our workforce, engenders a strong sense of teamwork and collegiality, which has led to one of the safest and most efficient operations in the industry today.

  Our Business Strategies
        Our primary business objective is to generate stable cash flows, allowing us to make quarterly cash distributions to our common and subordinated unitholders and, over time, to increase those quarterly cash distributions. To achieve our objective, we intend to execute the following key business strategies:
        Capitalize on the Growing Demand for Soda Ash.     We believe that as one of the leading low-cost producers of trona-based soda ash, we are well-positioned to capitalize on the worldwide growth of soda ash. While consumption of soda ash within the United States is expected to remain relatively stable in the near future, overall worldwide demand for soda ash is projected by IHS to grow from an estimated 53.9 million metric tons (equivalent to approximately 59.4 million short tons) in 2012 to almost 75 million metric tons (equivalent to approximately 82.3 million short tons) by 2022, which represents a compounded annual growth rate of 3.3%. Through ANSAC and our own exports, as well as our long-standing relationship with domestic customers, we believe that as global demand increases, we will be well positioned to maintain our market share in the principal markets in which we operate by increasing our production through refinements in our production process and without significant additional strategic capital expenditures.
        Increase Operational Efficiencies.     We intend to continue focusing on increasing the efficiency of our operations. From 1996, when OCI Chemical acquired its interest in OCI Wyoming, until the end of 2012, investments in OCI Wyoming have totaled more than $400 million in maintenance, efficiency and expansion related capital expenditures, including a new processing unit and other infrastructure improvements. In addition, we have continued to improve our processing techniques. These improvements have enabled us to reduce our ore to ash ratio by 11% over the past three years. We plan to continue to invest in our operations and improve our competitive position as one of the most cost efficient producers of soda ash in the world. We have identified opportunities to increase our annual production capacity by further streamlining our refining process and implementing certain process efficiencies. We anticipate that we will spend approximately $22 million on these projects, which we expect will be completed by early 2015.
        Maintain Financial Flexibility.     We intend to pursue a disciplined financial policy and seek to maintain a conservative capital structure that we believe will provide enhanced stability to our existing cash flows and allow us to consider attractive growth projects and strategic acquisitions in all market environments. Upon the consummation of this offering, we expect OCI Wyoming's liquidity to consist of cash on hand and borrowing availability under the OCI Wyoming Credit Facility. As of March 31, 2013, after giving effect to OCI Wyoming's entry into the OCI Wyoming Credit Facility and borrowings under that facility prior to the date of this prospectus, OCI Wyoming's borrowing availability would have been $35.0 million under the OCI Wyoming Credit Facility. In addition, OCI Resources has $10 million of borrowing availability under the Revolving Credit Facility. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt."
        Expand Operations Strategically.     In addition to capacity expansions and process improvements at our current facility, we plan to grow our business through various methods as they become available to us, including: (1) organic growth of our existing business by expanding our customer relationships and by making strategic capital expenditures; (2) acquisition of other businesses involved in mining and
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processing minerals and manufacturing chemicals; (3) acquisition of other soda ash facilities if and when they become available; and (4) acquisition of shipping, logistical or other ancillary businesses to improve our efficiencies and grow our cash flows. However, none of these opportunities may become available to us, and we may choose not to pursue any opportunities that are presented to us.
        We can provide no assurance that we will be able to utilize our strengths described above. For further discussion of the risks that we face, please read "Risk Factors."

  Our Relationship with OCI Company
        OCI Company, the parent company of Enterprises, is a diversified, global company with its common shares listed on the Korea Exchange and its global depositary receipts listed on the Singapore Exchange Securities Trading Limited. OCI Company, its subsidiaries and its affiliates have a product portfolio consisting of inorganic chemicals, petrochemicals and coal chemicals, fine chemicals, specialty gases and renewable energy. OCI Company and its subsidiaries have produced soda ash since the late 1960s. OCI Chemical acquired its interest in OCI Wyoming in 1996.
        Upon the closing of this offering, we intend to enter into an omnibus agreement with Enterprises and our general partner under which we will agree upon certain aspects of our relationship with them, including the provision by Enterprises and certain of its affiliates to us of specified administrative services and employees, our agreement to reimburse Enterprises for the cost of such services and employees, certain indemnification and reimbursement obligations, the use by us of the name "OCI" and related marks, and other matters. Neither our general partner nor Enterprises will receive any management fee or other compensation in connection with our general partner's management of our business. However, prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including Enterprises, for all expenses they incur and payments they make on our behalf under the omnibus agreement and our partnership agreement. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Additionally, OCI Chemical or its affiliates act, and following this offering will continue to act under the omnibus agreement, as our marketing and sales agent for all of our sales. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement."
        Our general partner will own      general partner units representing a 2.0% general partner interest in us. These general partner units will entitle it to receive 2.0% of all the distributions we make. Our general partner will also own initially all of our incentive distribution rights, which will entitle it to increasing percentages, up to a maximum of 48.0%, of the cash we distribute in excess of $      per unit per quarter after the closing of our initial public offering. In addition, OCI Holdings will own      common units and       subordinated units. Please read "Certain Relationships and Related Party Transactions."
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  Our Operations
        Our Green River Basin surface operations are situated on approximately 880 acres, and our mining operations consist of approximately 23,500 acres of leased and licensed subsurface mining area. Our facility is accessible by both road and rail. The following map provides an aerial overview of our surface operations:

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        The following map shows the known sodium leasing area within the Green River Basin, including the boundaries of our leased and licensed subsurface mining area:

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        The Green River Basin geological formation holds the largest, and one of the highest purity, deposits of trona ore in the world. Trona, a naturally occurring soft mineral, is also known as sodium sesquicarbonate and consists primarily of sodium carbonate, or soda ash, sodium bicarbonate and water. Our reserves contain trona deposits having a purity between 85 to 89% by weight, which means that insoluble impurities and water make up approximately 10% to 15% of our trona. As of March 31, 2013, OCI Wyoming had proven and probable reserves of approximately 267.1 million short tons of trona, which is equivalent to 145.5 million short tons of soda ash, and during the year ended December 31, 2012, OCI Wyoming mined approximately 3.87 million short tons of trona and produced approximately 2.45 million short tons of soda ash. During the three months ended March 31, 2013, OCI Wyoming mined approximately 1.0 million short tons of trona and produced approximately 0.63 million short tons of soda ash. Based on current mining techniques and 2012 soda ash prices, OCI Wyoming has enough proven and probable trona reserves to continue mining trona at its 2012 mining rate for approximately 67 years.
        Our mining leases and license are located in two mining beds, designated by the U.S. Geological Survey as beds 24 and 25, at depths of 800 to 1100 feet, respectively, below the surface. Mining these beds affords us several competitive advantages. First, the depth of our beds is shallower than other actively mined beds in the Green River Basin, which allows us to use a continuous mining technique to mine trona and roof bolt the ceiling simultaneously. In addition, mining two beds that are on top of one another allows for production efficiencies because we are able to use a single hoisting shaft to service both beds.
        The following graphic shows a cross-section of the strategic areas of the Green River Basin where we mine trona.

Source: Management.

  Our Production Processes
        Our production process consist three discrete steps: mining, processing and shipping.
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        Mining.     We have six large mining equipment units, called "continuous miners," with five that are actively positioned to mine at any one time and one continuous miner that is placed in reserve. Our continuous miners are in good working condition and range in years of service from approximately 3 years to 24 years. Those miners are paired with ten underground shuttle cars that transport trona ore to the shafts for hoisting to the surface. Our mine operations employ room-and-pillar excavation techniques. In room and pillar mining, underground mineral seams are mined in a network of "rooms." As these rooms are cut and formed, our continuous miners simultaneously load the trona ore produced onto shuttle cars for hoisting to the surface. "Pillars" composed of trona are left behind to provide roof support to the mines.
        Processing.     Once our trona is mined, it is partially crushed and hoisted to the surface for processing. We then undertake several stages of processing to convert the raw trona into soda ash. We screen and crush the trona and use a calcining, or heating, process to liberate free moisture and carbon dioxide, thereby producing raw soda ash. This raw soda ash is then dissolved in water and a dilute recycled soda ash solution to produce a higher concentrated solution, or liquor. We have one customer that purchases liquor, as opposed to processed soda ash, from us. For the year ended December 31, 2012, net sales of liquor accounted for less than one percent of our total net sales.
        We remove insoluble materials and other impurities by thickening and filtering the liquor. We then add activated carbon to our filters to remove organic impurities, which can cause color contamination in the final product. The resulting clear liquid is then crystallized in evaporators, producing sodium carbonate monohydrate. The crystals are then drawn off and passed through a centrifuge to remove excess water. We then dry the resulting material in a product dryer to form anhydrous sodium carbonate, or soda ash. The resulting processed soda ash is then stored in seven on-site storage silos to await shipment by bulk rail or truck to distributors and end customers. Our storage silos can hold up to 65,000 short tons of processed soda ash at any given time. Our facility is in good working condition and has been in service for over 50 years.
        Deca Rehydration.     The evaporation stage of our trona ore processing produces a precipitate and natural byproduct called deca. "Deca", short for sodium carbonate decahydrate, is one part soda ash and ten parts water. Solar evaporation causes deca to crystallize and precipitate to the bottom of the four main surface ponds at our Green River Basin facility. In 2009 we implemented a process called deca rehydration, which enables us to recover soda ash from the deca-rich purged liquor as a byproduct of our processing process. We capture the soda ash contained in deca by allowing the deca crystals to evaporate in the sun and separating the dehydrated crystals from the soda ash. We then blend the separated deca crystals with partially processed trona ore at the dissolving stage of our production process described above. This process enables us to reduce our waste storage needs and convert what is typically a waste product into a usable raw material. Primarily as a result of this process, we have been able to reduce our ore to ash ratio by 11% over the past three years.
        Energy Consumption.     We believe we have one of the most efficient mining and soda ash production surface operations in the world. In 2012, we used 4.0 mmBTUs of energy in the form of electricity and natural gas to produce each short ton of soda ash. We believe this to be the lowest energy consumption of any soda ash producer in North America. In addition, we and other producers of soda ash in the Green River Basin benefit from relatively low cost and stable supplies of coal and natural gas in Wyoming, which further enhances our competitive cost advantage over other regions of the world.
        Shipping and Logistics.     All of our soda ash is shipped by rail or truck from our Green River Basin operations. We ship approximately 98% of our soda ash to our customers initially via rail under a contract with Union Pacific that expires in 2014, and our plant receives rail service exclusively from Union Pacific. The rail freight rate we are charged under our agreement increases annually based on a published index tied to certain rail industry metrics. If we do not ship a significant portion of our soda
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ash production on the Union Pacific rail line during a twelve-month period, we must pay Union Pacific a shortfall payment under the terms of our transportation agreement. We lease a fleet of more than 1,700 hopper cars that serve as dedicated modes of shipment to our domestic customers. For export, we ship our soda ash on unit trains consisting of approximately 100 cars to two primary ports: Port Arthur, Texas and Portland, Oregon. From these ports, our soda ash is loaded onto ships for delivery to ports all over the world. ANSAC provides logistics and support services for all of our export sales. For domestic sales, OCI Chemical provides similar services.
        The flow chart below illustrates the steps of our mining, processing and shipping operations.

  Customers
        Our largest customer is ANSAC, which buys soda ash from us and other member companies for further export to its customers. ANSAC takes soda ash orders directly from its overseas customers and then purchases soda ash for resale from its member companies pro rata based on each member's production volumes. ANSAC is the exclusive distributor for its members to the markets it serves. However, we negotiate directly with, and export to, customers in markets not served by ANSAC. For the year ended December 31, 2012 and the three months ended March 31, 2013, ANSAC accounted for approximately 49.6% and 43.5%, respectively, of our net sales. In addition to ANSAC, for the year ended December 31, 2012, we had more than 75 domestic customers and 15 foreign customers to whom we made sales directly, including sales to Ardagh Group S.A. that accounted for 11.0%, 11.8% and 11.4% of net sales during the years ended December 31, 2010, 2011 and 2012, respectively. For the year ended December 31, 2012 and the three months ended March 31, 2013, 7.3% and 9.5%, respectively, of our total sales were through direct exports not involving ANSAC and its affiliated distributors. OCI Chemical serves as the marketing and sales agent for OCI Wyoming with respect to all of its U.S. domestic and export sales, including sales to ANSAC.
        For customers other than ANSAC, we typically enter into contracts having terms ranging from three months to three years. Under these contracts, customers generally agree to purchase either minimum estimated volumes of soda ash or a certain percentage of their soda ash requirements from us. Although we do not have a "take or pay" arrangement with our customers, substantially all of our sales are made pursuant to written agreements and not through spot sales.
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        Our customers, including end users to whom ANSAC makes sales overseas, consist primarily of:
•
Glass manufacturing companies, which account for more than 50% of the consumption of soda ash around the world, including Owens-Illinois Inc., Guardian Industries, Ardagh and Arc International; and 

•
Chemical and detergent manufacturing companies, including Elementis plc, Church and Dwight Co. Inc., PQ Corporation, Procter and Gamble Company and Innophos Holdings Inc.
        For accounts in North America, we typically enter into sales contracts with our customers having terms of one to three years. Under these contracts, we agree to supply an estimated annual tonnage of soda ash to a customer at a fixed price for a given calendar year. Generally speaking, we have long-term relationships with the majority of our customers, meaning we have been a supplier to them for more than five years.

  Leases and Licenses
        We are party to nine mining leases and one license, which give us subsurface mining rights. Some of our leases are renewable at our option upon expiration. We pay royalties to the State of Wyoming, the U.S. Bureau of Land Management and Anadarko Petroleum or its affiliates, which are calculated based upon a percentage of the quantity or gross value of soda ash and related products at a certain stage in the mining process, or a certain sum per each ton of such products. These royalty payments are typically subject to a minimum domestic production volume from our Green River Basin facility, although we are obligated to pay minimum royalties or annual rentals to our lessors and licensor regardless of actual sales.
        The royalty rates we pay to our lessors and licensor may change upon our renewal of such leases and license. Under our license with Anardarko Petroleum or its affiliates, the applicable royalty rate varies based on an index. Anadarko Petroleum or its affiliates are entitled to adjust their royalty rate if we pay a higher royalty rate to certain other mineral rights owners in Sweetwater County, Wyoming. Any increase in the royalty rates we are required to pay to our lessors and licensor, or any failure by us to renew any of our leases and license, could have a material adverse impact on our results of operations, financial condition or liquidity.
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        The following is a summary of the material terms of our leases and our license as of March 31, 2013:

															
Name of Lessor or
Licensor 	 	Number of
Leases or
Licenses as of
March 31,
2013	 	Total
Approximate
Acreage as of
March 31,
2013	 	Expiration
Date Range	 	Renewals	 	Year of
Commencement	 	Royalty Rate	
Anadarko Petroleum or its Affiliates	 	 	1	 	 	12,441 acres	 	N/A	 	Renewed until 2061 in 2010	 	1962	 	7% of soda ash sold (calculated on a netback basis); scheduled to increase to 8% on October 1, 2016. If royalty rates paid to other lessors are higher, royalty rates are increased to match.	

U.S. Government	

4	

7,934 acres	
 	
2017-2018	
 	
We have a preferential renewal right upon application to the Department of the Interior, Bureau of Land Management(1)	
 	
1961	
 	
6% of gross output	

State of Wyoming	

5	

3,079 acres	
 	
2019	
 	
No contractual right to renewal, but leases have been historically renewed for consecutive 10-year periods	
 	
1969	
 	
6% of gross value	

(1)
Renewals are typically for ten-year periods.
        The foregoing descriptions of the material terms of our leases and our license do not purport to be complete descriptions of our leases and our license, and are qualified in their entirety by reference to the full text of the leases and license, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

  Properties and Assets
        Our Green River Basin facility is situated on approximately 880 acres in the Green River Basin of Wyoming. We own the surface land and its improvements in fee, which we acquired pursuant to a quitclaim deed in 1991. See "Risk Factors—Risks Inherent in Our Business or Industry—Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs." We have operated our facility since 1996, prior to which Rhone-Poulene was the operator. In addition, we have approximately 23,500 acres of subsurface leased/licensed mining areas. Four ponds on the property of our Green River Basin facility enable us to store the byproducts from our refining process. We draw the water necessary for our refining processes from the nearby Green River. Our mining assets consist of two mining beds with five active mining faces at any one given time. The mine is served by three separate mine shafts.
        Our general partner leases 21,688 square feet of office space for its headquarters in Atlanta, Georgia.
        We believe that our facilities are adequate for our current and anticipated needs.
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  Trona Reserves
        As of March 31, 2013, we had proven reserves of approximately 128.8 million short tons and probable recoverable reserves of approximately 138.3 million short tons of trona, which is equivalent to 145.5 million short tons of soda ash. The estimates of our proven and probable reserves are derived from a reserve report funded by us and prepared by Hollberg Professional Group, an independent mining and geological consulting firm.
        Hollberg Professional Group performed a mineral reserve estimate on our trona mineral assets, which are contained in beds 24 and 25 of the Green River Basin, at depths of 800 and 1100 feet below the surface, respectively. To ensure continuity and mineability of our trona reserves, Hollberg Professional Group's estimates are based on geological data provided by us and third parties, which were generated from historical exploration drill holes, borings within the mine space, and mine observations and measurements, including core samples. In addition, Hollberg Professional Group reviewed and analyzed our reserve base maps and current mining plans, and developed a life of mine plan with respect to the predicted life of our reserves using a non-subsidence design.
        Our trona reserve estimates include reserves that can be economically and legally extracted and processed into soda ash at the time of their determination. Our trona reserves are categorized as "proven (measured) reserves" and "probable (indicated) reserves," which are defined as follows:
•
Proven (Measured) Reserves —Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. 

•
Probable (Indicated) Reserves —Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
        For purposes of categorizing our proven reserves, Hollberg Professional Group's estimates applied exploration and mine measurements and drill hole data within a one-quarter mile radius, and required at least 8-feet of trona thickness and a trona ore grade of at least 85% (with 15% of clays, shales and other impurities). For purposes of categorizing our probable reserves, Hollberg Professional Group's estimates applied exploration and mine measurements and drill hole data within a three-quarter mile radius, and required at least 8-feet of trona thickness and a trona ore grade of at least 85% (with 15% of clays, shales and other impurities). To assess the economic viability of our reserves, Hollberg Professional Group reviewed our cost of products sold for the year ended December 31, 2012 and our average sales price of soda ash for the three years ended December 31, 2012 and the three months ended March 31, 2013.
        In determining whether our reserves meet these proven and probable standards, Hollberg Professional Group made certain assumptions regarding the remaining life of our reserves, including, among other things, that:
•
our cost of products sold per short ton will remain consistent with our cost of products sold per short ton of $76.46 for the three years ended December 31, 2012 and $79.12 for the three months ended March 31, 2013, in each case on a cash cost basis only; 

•
the weighted average net sales will remain consistent with our average net sales of $130.50 for the three years ended December 31, 2012 and $116.43 for the three months ended March 31, 2013;
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•
we will achieve an annual mining rate of approximately 4.0 million short tons of trona; 

•
we will process soda ash with a 90% recovery rate without accounting for our deca rehydration process, 

•
the ore to ash ratio for the stated trona reserves is 1.835:1.0 (short tons of trona run-of-mine to short tons of soda ash); 

•
our run-of-mine ore estimate contains dilution from the mining process; 

•
we will, in approximately 30-40 years, make necessary equipment modifications to operate at a seam height of 7-feet, although our current mining limit is 9 to 10 feet; 

•
we will, within the next five to ten years, conduct "two-seam mining," which means to perform continuous mining simultaneously on beds 24 and 25 in close proximity; 

•
our mining costs will remain consistent with 2012 levels until we begin two-seam mining, at which time our mining costs for the two-seam mine tonnage will increase by approximately 25%; 

•
our processing costs will remain consistent with 2012 levels; 

•
we will continue to conduct only conventional mining using the room and pillar method and a non-subsidence mine design; 

•
we have and will continue to have valid leases and licenses in place with respect to the reserves, and that these leases and licenses can be renewed for the life of the mine based on our extensive history of renewing leases and licenses; 

•
we have and will continue to have the necessary permits to conduct mining operations with respect to the reserves; and 

•
we will maintain the necessary tailings storage capacity to maintain tailings disposal between the mine and surface placement for the life-of-mine.
        Our reserves are subject to leases with the State of Wyoming and the U.S. Bureau of Land Management and a license with Anadarko Petroleum or its affiliates. Please read "—Leases and Licenses" for a summary of these leases and our license, including expiration date ranges.
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        The following table presents our estimated proven and probable trona reserves at March 31, 2013:

																				
Right of Access and
Extraction 	 	Proven
Trona
Reserves	 	Average
Run-of-Mine
Grade of
Proven
Trona
Reserves
(% Trona)(1)	 	Probable Trona
Reserves	 	Average
Run-of-Mine
Grade of
Probable
Trona
Reserves
(% Trona)(1)	 	Total Proven and
Probable Trona
Reserves(2)	 	Soda Ash Produced
from Total Proven
and Probable Trona
Reserves(3)	 	
 	 	(In millions of short tons except %)(4)	 	
License with Anadarko Petroleum or its affiliates	 	 	71.5	 	 	86.2	%	 	67.4	 	 	85.6	%	 	138.9	 	 	75.6	 	
Leases with the U.S. Government	 	 	50.8	 	 	86.5	 	 	52.3	 	 	85.4	 	 	103.1	 	 	56.1	 	
Leases with the State of Wyoming	 	 	6.5	 	 	87.2	 	 	18.7	 	 	86.2	 	 	25.2	 	 	13.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total(5)	 	 	128.8	 	 	86.4	%	 	138.3	 	 	85.6	%	 	267.1	 	 	145.5	 	

(1)
For purposes of these estimates, the minimum grade for reported tonnage is 85%.

(2)
The average run-of-mine trona grade, or the percentage of the raw trona mined that comprises soda ash, of our proven and probable trona reserves is approximately 86.4% and 85.6%, respectively. These estimates assume out-of-seam dilution of 4 inches. The historic three-year average price used to estimate our proven and probable trona reserves is $177.73.

(3)
Soda ash conversion assumes a 90% recovery rate, resulting in an ore to ash ratio of 1.835:1.0.

(4)
The sums of some of the rows and columns may not foot due to rounding.

(5)
Except percentages, which are averages.
        Our reserve estimates will change from time to time as a result of mining activities, analysis of new engineering and geologic data, modification of mining plans or mining methods and other factors. Please see "Risk Factors—Risks Inherent in Our Business or Industry—Our reserve data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of our reserves."

  Competition
        Soda ash is a commodity chemical traded globally with numerous producers and consumers worldwide. We compete with both North American and international soda ash producers. There are two ways to consider how we compete: (1) versus our fellow North American competitors; and (2) versus our worldwide competitors. Against our principal North American competitors, subsidiaries of FMC, Solvay and Tata in the Green River Basin and Searles Valley Minerals in California, we believe we have a number of competitive advantages, including operational advantages that improve our relative cost position, life of our mineral reserves, our strong safety record, customer relationships and an experienced management team and workforce. Against our principal worldwide competitors, Solvay, Tata and Nirma Group, virtually all of their production is manufactured from synthetic processes and we believe, as a producer of soda ash from trona, we have a significant competitive advantage, even after considering the fact that we generally have higher logistics costs to move the soda ash from Wyoming to regions around the world. This is because the costs associated with procuring the
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materials needed for synthetic production are greater than the costs associated with mining trona. In addition, we believe trona-based production consumes less energy and produces fewer undesirable by-products than synthetic production. Please see "Business—Our Competitive Strengths."

  Insurance
        Because all of our operations are conducted at a single facility, an event such as an explosion, fire, equipment malfunction or severe weather conditions could significantly disrupt our trona mining or soda ash production operations and our ability to supply soda ash to our customers. To mitigate this risk, we maintain property, casualty and business interruption insurance in amounts and with coverage and deductibles that we believe are adequate for our current operations.

  Environmental Matters
        Our mining and processing operations, which have been conducted at our Green River Basin facility for many years, are subject to strict regulation by federal, state and local authorities with respect to protection of the environment. We have a rigorous compliance program to ensure that our facilities comply with environmental laws and regulations. However, we are involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters. Modifications or changes in enforcement of existing laws and regulations or the adoption of new laws and regulations in the future, particularly with respect to environmental or climate change, or changes in the operation of our business or the discovery of additional or unknown environmental contamination, could require expenditures which might be material to our results of operations or financial conditions.
        We summarize below certain environmental laws applicable to us that regulate discharges of substances into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the protection of groundwater quality and availability, plant and wildlife protection, and climate change. Our failure to comply with any of the below laws may result in the assessment of administrative, civil and criminal penalties, the imposition of clean-up and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our operations.
Clean Air Act
        The federal Clean Air Act and comparable state laws restrict the emission of air pollutants from many sources. Under the Clean Air Act, our facility has been issued a Title V operating permit, which regulates emissions to air from our operations. In particular, our operations are subject to technology-based standards pursuant to the Clean Air Act's New Source Performance Standards for Nonmetallic Mineral Processing Plants, which limit particulate matter emissions. In addition, our boilers are subject to technology-based standards pursuant to the Clean Air Act's National Emission Standards for Hazardous Air Pollutants for Major Source: Industrial, Commercial and Institutional Boilers and Process Heaters, which were published in final form in January 2013. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants.
Clean Water Act
        The Federal Water Pollution Control Act, which we refer to as the Clean Water Act, and comparable state laws impose restrictions and controls regarding the discharge of pollutants into regulated waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the federal EPA or the state. We do not discharge any wastewater
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from our operations into the Green River, the nearest river system to our Green River Basin facility. However, the discharge of storm water runoff from our facility is governed by a general permit issued by the Wyoming Department of Environmental Quality. In particular, the general permit requires our compliance with a Storm Water Pollution Prevention Plan. We periodically monitor groundwater wells at our processing facility, most of which are proximate to our surface pond complex, for salinity, conductivity and other parameters pursuant to permits issued by the Wyoming Department of Environmental Quality. Permitted interceptor trenches are used to collect saline groundwater to prevent discharge and impact to the Green River.
Resource Conservation and Recovery Act
        The federal Resource Conservation and Recovery Act, or RCRA, and analogous state laws, impose requirements for the careful generation, handling, storage, treatment and disposal of nonhazardous and hazardous solid wastes. Based on the amount of hazardous waste our operations generate (more than 100 kilograms but less than 1,000 kilograms per month), we have been classified under RCRA as a Small Quantity Generator. RCRA limits and regulates the manner and duration of our on-site storage/accumulation of hazardous waste, requires us to dispose of our hazardous waste off-site using manifests, licensed transporters and licensed disposal facilities, and imposes certain training and operational requirements on us.
Comprehensive Environmental Response, Compensation, and Liability Act
        The federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, (otherwise known as "Superfund") and comparable state laws impose liability in connection with the release of hazardous substances into the environment. CERCLA imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered to have contributed to the release of a hazardous substance into the environment. These persons include the current and past owner or operator of the disposal site or the site where the release occurred and those who disposed or arranged for the disposal of the hazardous substances at the site where the release occurred. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. Wyoming's Environmental Quality Act also creates the potential for liability in connection with the release of hazardous substances into the environment, and has been construed to impose liability without regard to fault. We have not received notice that we are a potentially responsible party at any Superfund site.
Climate Change Legislation and Regulations
        In response to findings that emissions of carbon dioxide, methane and other greenhouse gases, or GHGs, present an endangerment to public health and the environment, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from specified sources, including soda ash processors like us. We are monitoring and reporting GHG emissions from our operations, and we believe we are in substantial compliance with the rules. In the past, the U.S. Congress has considered, but not enacted, legislation that would impose requirements to reduce emissions of GHGs. The State of California recently enacted regulations establishing a so-called GHG "cap-and-trade" system designed to reduce GHG emissions. Our operations are not currently subject to any federal or state requirement to reduce GHG emissions. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our business, any such future laws and regulations limiting, or otherwise imposing a tax or financial penalty for, emissions of GHGs from our equipment and operations might be material to our results of operations or financial conditions.
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Wyoming Department of Environmental Quality—Land Quality Division
        Our operations are subject to oversight by the Land Quality Division of the Wyoming Department of Environmental Quality. In particular, our principal mine permit issued by the Land Quality Division requires us to "self-bond" for the estimated future cost to reclaim the area of our processing facility, surface pond complex and on-site sanitary landfill. The current amount of that self-bond is approximately $21.3 million and is expected to increase to approximately $27.1 million by August 2013. The amount of the bond is subject to change based upon periodic re-evaluation by the Land Quality Division.

  Mining and Workplace Safety
        The U.S. Mine Safety and Health Administration, or MSHA, is the primary regulatory organization governing safety matters associated with trona ore mining. Accordingly, MSHA regulates underground mines and the industrial mineral processing facilities associated with trona ore mines. MSHA administers the provisions of the Federal Mine Safety and Health Act of 1977 and enforces compliance with that statute's mandatory safety and health standards. As part of MSHA's oversight, representatives perform at least four unannounced inspections (quarterly) annually for our entire facility. To date these inspections have not resulted in any citations for major violations of MSHA's Code of Federal Regulations.
        We also are subject to the requirements of the U.S. Occupational Safety and Health Act, or OSHA, and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA Hazard Communication Standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and the public.
        Our Green River Basin facility maintains a rigorous safety program. Our employees and contractors are required to complete 40 hours of initial training, as well as eight-hour annual refresher sessions. These training programs cover all of the potential site-specific hazards present at the facility. As a direct result of our commitment to safety, the Green River Basin facility has had an exceptional safety record in recent years. During the year ended December 31, 2012, our facility had only two lost work day injuries and only five recordable injuries as reported by MSHA. Over the five years ended December 31, 2012, the Green River Basin facility averaged 1.4 lost work day injuries and only 3.4 recordable injuries as reported by MSHA, which we believe to be better than the industry average.

  Employees/Labor Relations
        As of March 31, 2013, we had 411 employees located at our facility in the Green River Basin, 125 of whom were full-time salaried employees. None of our employees was covered by a collective bargaining agreement as of March 31, 2013. Management believes the relationship with our employees is good.

  Legal Proceedings
        From time to time we are party to various claims and legal proceedings related to our business. We are not aware of any claims or legal proceedings material to us. However, we cannot predict the nature of any future claims or proceedings, nor the ultimate size or outcome of existing claims and legal proceedings and whether any damages resulting from them will be covered by insurance.
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 MANAGEMENT
 Management of OCI Resources
        Our general partner, OCI GP, will manage our operations and activities on our behalf through its directors and officers. Following this offering,        % of our outstanding common units and all of our outstanding subordinated units and incentive distribution rights will be directly or indirectly owned by OCI Holdings. As a result of its ownership of our general partner, OCI Holdings will have the right to appoint all members of the board of directors of our general partner, including the independent directors. Our unitholders will not be entitled to appoint the directors of our general partner or otherwise directly participate in our management or operation. Our general partner owes certain duties to our unitholders as well as a fiduciary duty to its owners.
        The directors of our general partner will oversee our operations. Upon the closing of this offering, we expect that our general partner will have three directors, at least one of whom will be independent as defined under the independence standards established by the NYSE and the Exchange Act. OCI Holdings will appoint all members to the board of directors of our general partner, and, when the size of our board increases to five directors, we will have at least three directors who are independent as defined under the independence standards established by the NYSE. The NYSE does not require a listed publicly traded partnership, such as ours, to have, and we do not intend to have, a majority of independent directors on the board of directors of our general partner or to establish a compensation committee or a nominating and corporate governance committee. However, our general partner is required to have an audit committee of at least three members within 12 months of the date our common units are first traded on the NYSE, and all our audit committee members are required to meet the independence and experience standards established by the NYSE and the Exchange Act.
        In identifying and evaluating candidates as possible director-nominees of our general partner, Enterprises will assess the experience and personal characteristics of the possible nominee against the following individual qualifications, which Enterprises may modify from time to time:
•
possesses integrity, competence, insight, creativity and dedication together with the ability to work with colleagues while challenging one another to achieve superior performance; 

•
has attained prominent position in his or her field of endeavor; 

•
possesses broad business experience; 

•
has ability to exercise sound business judgment; 

•
is able to draw on his or her past experience relative to significant issues facing us; 

•
has experience in our industry or in another industry or endeavor with practical application to our needs; 

•
has sufficient time and dedication for preparation as well as participation in board and committee deliberations; 

•
has no conflict of interest; 

•
meets such standards of independence and financial knowledge as may be required or desirable; and 

•
possesses attributes deemed appropriate given the then current needs of the board.
        All of the executive officers of our general partner are employees of Enterprises and will devote such portion of their productive time to our business and affairs as is required to manage and conduct our operations. Our executive officers will manage the day-to-day affairs of our business and conduct
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our operations. We will also utilize a significant number of employees of Enterprises to operate our business and provide us with general and administrative services.
        Following the consummation of this offering, neither our general partner nor OCI Holdings will receive any management fee or other compensation in connection with our general partner's management of our business, but we will reimburse our general partner and its affiliates, including OCI Holdings, OCI Chemical and Enterprises, for all expenses they incur and payments they make on our behalf. Our partnership agreement does not set a limit on the amount of expenses for which OCI Holdings and its affiliates may be reimbursed. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to Enterprises by its affiliates. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Please read "Executive Compensation and Other Information—Reimbursement of Expenses of Our General Partner."

  Directors and Executive Officers of Our General Partner
        The following table shows information for the current directors and executive officers of our general partner as of the date of this prospectus.

 Directors, Executive Officers and Other Significant Employees

						
Name 	 	Age	 	Position	
Kirk H. Milling	 	 	47	 	Director, President and Chief Executive Officer of our General Partner	
Choungho (Charles) Kim	 	 	44	 	Chief Financial Officer of our General Partner	
Nicole C. Daniel	 	 	44	 	General Counsel and Secretary of our General Partner	
Michael J. Hohn	 	 	49	 	General Manager of OCI Wyoming, L.P.	
Mark J. Lee	 	 	45	 	Director of our General Partner	
William P. O'Neill, Jr. 	 	 	67	 	Director of our General Partner	
        Directors hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification. Executive officers serve at the discretion of the board. There are no family relationships among any of our directors or executive officers.
         Kirk H. Milling was appointed as a director and President and Chief Executive Officer of our general partner in April 2013. He has served in positions of increasing responsibility for OCI Chemical since 1999 and currently serves as the President and Chief Executive Officer of Enterprises and OCI Chemical and as Managing Director of OCI Europe. He became the Chairman of OCI Energy and OCI Solar Power, wholly-owned subsidiaries of Enterprises, in January 2011. Mr. Milling has been a director of ANSAC since 2001 and currently serves as Chairman. Mr. Milling has a Bachelor of Science in Biochemistry from Texas A&M University and a Master of Business Administration from the University of Connecticut. We believe that Mr. Milling's many years of senior level experience in the chemical industry provide him with a deep understanding of OCI Wyoming's industry, business needs and strategies, and qualify him to serve as a member of the board of directors of our general partner.
         Choungho (Charles) Kim was appointed Chief Financial Officer of our general partner in April 2013 and was appointed Chief Financial Officer of Enterprises, OCI Chemical, OCI Energy and OCI Solar Power in August 2012. Mr. Kim joined the OCI Company group having recently served since 2009 as Finance Team Leader and strategic planning Team Leader for OCI Company Ltd., the Seoul, Korea-based parent of Enterprises Inc. Mr. Kim has nearly 20 years of senior management experience with OCI Company and Enterprises, including leadership roles in finance, strategic planning and treasury. Mr. Kim has a Bachelor of Business Administration from Kon-Kuk University and is a certified Foreign Exchange Manager.
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         Nicole C. Daniel was appointed General Counsel and Secretary of our general partner and Enterprises in July 2013. Prior to joining our general partner, from 2002 to 2013, Ms. Daniel was with Albemarle Corporation, a specialty chemical company, most recently serving as Vice President, Deputy General Counsel and Chief Compliance Officer. Ms. Daniel received a Bachelor of Arts degree in Government from The College of William and Mary and a Juris Doctor from Indiana University Maurer School of Law.
         Michael J. Hohn served as Site Manager of OCI Wyoming from September 2007 to October 2012, at which time he was named head of OCI Chemical's soda ash division. Mr. Hohn has more than 25 years of experience in the chemical industry, most recently with BASF (formerly Engelhard Corporation) prior to joining OCI. He earned a Bachelor of Science in Mining Engineering at South Dakota School of Mines and Technology and a Master of Business Administration at Georgia College and State University. Mr. Hohn also serves as President of the Wyoming Mining Association, 2012-2013, and was appointed a director of ANSAC in April 2013.
         Mark J. Lee was appointed as a director of our general partner in April 2013. He has served as Chief Financial Officer and Executive Vice President of OCI Company since September 2012. Prior to joining OCI Company, from August 2007 to September 2012, Mr. Lee was a partner with Orrick, Herrington and Sutcliffe LLP in Hong Kong. He received a Bachelor of Arts in Professional Option Business from the University of Chicago, a Master of Business Administration from The University of Chicago Booth School of Business, with a concentration in Corporation Finance and a Juris Doctor from The University of Pennsylvania Law School. We believe that Mr. Lee's financial acumen and knowledge of corporate governance and business matters provide him with the necessary skills to be a member of the board of directors of our general partner.
         William P. O'Neill, Jr. is expected to be elected as a director of our general partner in July 2013. He has been with International Raw Materials Ltd., or IRM, since its founding in 1979 as President. Based in Philadelphia, IRM is an international marketing company specializing in the wholesale distribution of fertilizers and industrial chemicals. Mr. O'Neill currently serves on the Executive Committee of the Agricultural Retailers Association. He is the most recent past Chair of the Fertilizer Industry Round Table. Additionally, he served as an independent director and audit committee chair for Columbian Chemicals Company from 2006 through 2009. Mr. O'Neill received a Bachelor of Science in Economics from Wharton School of the University of Pennsylvania. In 1988, he returned to Wharton attending the Advanced Management Program and, in 2006, The Directors Consortium. He also is a graduate of and was an instructor for the U.S. Army Artillery Officers Candidate School. We believe that Mr. O'Neill's many years of senior level experience in the chemical industry and knowledge of corporate governance and business matters will provide him with the necessary skills to be a member of the board of directors of our general partner.

  Committees of the Board of Directors
        Upon the consummation of this offering, the board of directors of our general partner will have an audit committee and a conflicts committee.
Audit Committee
        Our general partner will have an audit committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act. In compliance with the requirements of the NYSE, OCI Holdings will appoint at least one independent member of the board of directors of our general partner by the effective date of this prospectus. OCI Holdings will appoint a second independent member within 90 days of the date our common units first trade on the NYSE and will appoint a third independent director within 12 months of the date of the date our common units first trade on the NYSE. The audit committee will assist the board of
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directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls. The audit committee will have the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. The audit committee will also be responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm will be given unrestricted access to the audit committee and our management, as necessary.
Conflicts Committee
        At least two independent members of the board of directors of our general partner will serve on a conflicts committee to review specific matters that the board believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is in our best interest. The members of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, including OCI Holdings, may not hold an ownership interest in our general partner or its affiliates other than common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by our general partner or the partnership and must meet the independence standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors. Any matters approved by the conflicts committee will be conclusively deemed to be in our best interest, approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders. Any unitholder challenging any matter approved by the conflicts committee will have the burden of proving that the members of the conflicts committee did not believe that the matter was in the best interests of our partnership. Moreover, any acts taken or omitted to be taken in reliance upon the advice or opinions of experts such as legal counsel, accountants, appraisers, management consultants and investment bankers, where our general partner (or any members of the board of directors of our general partner including any member of the conflicts committee) reasonably believes the advice or opinion to be within such person's professional or expert competence, shall be conclusively presumed to have been done or omitted in good faith.

  OCI Wyoming Partnership Agreement
        OCI Resources, NRP and Wyoming Co. are parties to the Second Amended and Restated Agreement of Limited Partnership of OCI Wyoming, L.P., a Delaware limited partnership, which we refer to as the OCI Wyoming Partnership Agreement.
        Under the OCI Wyoming Partnership Agreement, OCI Wyoming's business is managed by a seven member partnership committee, with four representatives appointed by OCI Resources and three representatives appointed by NRP. OCI Resources prepares the annual budget for OCI Wyoming's operations, and the partnership committee must approve any action that is materially inconsistent with such budget. The partnership committee must approve, among other things, certain transactions proposed to be undertaken by OCI Wyoming, including capital expenditures in excess of $1 million and must unanimously approve any transaction between OCI Wyoming and OCI Resources or any of its affiliates. The partnership committee can also require each partner to contribute additional capital if at any point OCI Wyoming requires additional capital. Such additional contributions, if any, would be made in accordance with the partners' respective percentage interests or, as between OCI Resources and NRP only, as they may agree.
        OCI Wyoming is required to distribute available cash on a quarterly basis, (1) first, to the partners in proportion to the total amount distributable to each such partner until each such partner receives an amount equal to the excess, if any, of (i) the cumulative additional capital contributions made by such
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partner from the date of the OCI Wyoming Partnership Agreement to the end of the quarter preceding the quarter during which such distribution is made, over (ii) the sum of all prior distributions to such partner during that same period, and (2) second, the balance, if any, to the partners pro rata in accordance with their respective percentage interests. The allocation of OCI Wyoming's profits and losses among its partners is pro rata in accordance with their respective percentage interests, except that such allocation cannot cause a deficit in the limited partner capital accounts of Wyoming Co. or NRP. Under the partnership agreement, if the allocation of OCI Wyoming's losses would cause a deficit in the limited partner capital account of Wyoming Co. or NRP, then those losses are allocated among OCI Resources and NRP pro rata in accordance with their respective percentage interest. Available cash consists of the sum of all cash and cash equivalents of OCI Wyoming on hand at the end of such quarter and all or any portion of additional cash and cash equivalents of OCI Wyoming on hand on the date of determination of available cash with respect to such quarter resulting from financing arrangements entered into solely for working capital purposes or to pay distributions to the partners made subsequent to the end of such quarter, less the amount of any cash reserves established by the partnership committee to (i) provide for the proper conduct of the business of OCI Wyoming (including reserves for future capital expenditures and for anticipated future credit needs of OCI Wyoming) subsequent to such quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which OCI Wyoming is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions in subsequent periods, in each case, as determined by the partnership committee. Available cash with respect to the quarter in which the partnership is liquidated and any subsequent quarter shall equal zero. All amounts withheld for tax reasons are treated as having been distributed to the partners. If the amounts withheld with respect to each partner exceed the amounts distributed to that partner, that partner must contribute to OCI Wyoming an amount equal to such excess.
        The OCI Wyoming Partnership Agreement does not limit the partners' rights to compete with OCI Wyoming, nor does it limit OCI Wyoming's ability to compete with its partners.
        Each of OCI Resources and NRP has the preemptive right to subscribe pro rata, in proportion to their respective percentage interest in OCI Wyoming, for any additional interest in OCI Wyoming. The conditions of such subscription are determined by the partnership committee.
        OCI Resources cannot (unless certain conditions are met) transfer any of its interests. Any transfer of interests, except any transfer arising out of any pledge of any interest (including the exercise of remedies with respect to such pledge) by OCI Resources pursuant to its credit facility, in OCI Wyoming is subject to a right of first refusal by the other partners, although a partner may at any time transfer all or any portion of its interests to any affiliate. In addition, OCI Chemical cannot transfer or cause or permit to be transferred any portion of its interests in any person 80% of the fair market value of the assets of which, whether held directly or indirectly, consist of an interest in OCI Wyoming unless (i) after such transfer, such interest will continue to be held by an affiliate of OCI Chemical, or (ii) prior to such transfer, such interest was transferred in a permitted transfer.
        The foregoing description of the OCI Wyoming Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part.
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 EXECUTIVE COMPENSATION AND OTHER INFORMATION
        We and our general partner were formed in April 2013. Accordingly, our general partner has not accrued and will not accrue any obligations with respect to compensation of its directors and executive officers for the fiscal year ended December 31, 2012 or any prior periods. Because the executive officers of our general partner are employed by Enterprises or its affiliates, compensation of the executive officers will be set by Enterprises or the applicable affiliate. The executive officers of our general partner will continue to participate in the employee benefit plans and arrangements of Enterprises or its affiliates, including plans that may be established in the future, and will participate in the OCI Resource Partners LLC 2013 Long-Term Incentive Plan, or the Plan, as described below under "2013 Long-Term Incentive Plan." Our general partner has not entered into any employment agreements with any of its executive officers.

  Compensation Discussion and Analysis
        We do not directly employ any of the persons responsible for managing our business, and we do not have a compensation committee. We are managed by our general partner, the executive officers of which are employees of Enterprises or its affiliates. References to "our directors" or "our executive officers" refer to the directors or executive officers of our general partner. The compensation of Enterprises' or its affiliates' employees that perform services on our behalf, including our general partner's executive officers, is determined and approved by Enterprises. We reimburse Enterprises for such services and compensation, and our reimbursement is governed by the omnibus agreement and will be based on Enterprises' methodology used for allocating general and administrative expenses to us. Such expenses are allocated to us based on the time the employees spend on our business and the actual direct costs they incur on our behalf.
        We were formed in April 2013. Accordingly, we are not presenting any compensation for historical periods. Compensation paid or awarded by us in the fiscal year ending December 31, 2013 with respect to our general partner's executive officers will reflect only the portion of compensation paid by Enterprises that is allocated to us pursuant to and subject to the terms of the omnibus agreement. Enterprises has ultimate decision making authority with respect to the compensation of our executive officers. The following discussion relating to compensation paid by Enterprises is based on information provided by Enterprises and describes Enterprises' executive compensation philosophy and practices in all material respects. The elements of compensation discussed below, and Enterprises' decisions with respect to determinations on payments, will not be subject to approvals by the board of directors of our general partner.
        With respect to compensation objectives and decisions regarding our named executive officers for the fiscal year ending December 31, 2013, Enterprises will approve the compensation of our named executive officers in a manner consistent with the objectives of its compensation program, which is to attract and retain the best possible executive talent, to tie annual and long-term cash and equity to achievement of measurable corporate and individual performance goals and objectives, and to align executives' incentives with unitholder value creation. Overall, Enterprises' executive compensation program is intended to create the opportunity for total compensation that is comparable with that available to executives at other companies of similar size in comparable industries. All compensation determinations are discretionary and are, as noted above, subject to Enterprises' decision-making authority.
        The elements of Enterprises' compensation program discussed below are intended to tie a substantial portion of executives' overall compensation to Enterprises' key strategic goals of financial and operational performance, as measured by specific formulas for objective metrics. We expect that compensation for our executive officers for the fiscal year ending December 31, 2013 will continue to be structured under Enterprises' compensation program.
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        The primary elements of Enterprises' compensation program are a combination of base salary and annual and long-term incentives, including both cash bonuses and equity-based awards granted under the Plan. For the fiscal year ending December 31, 2013, elements of compensation for our named executive officers are expected to be the following:
•
annual base salary; 

•
annual cash bonus; 

•
equity-based awards granted under the Plan; and 

•
Enterprises' other benefits, including welfare and retirement benefits, perquisites, severance benefits and change of control benefits, plus other benefits on the same basis as other eligible Enterprises employees.
        With regard to base salaries, Enterprises seeks to compensate executive officers for their performance throughout the year with annual base salaries that are fair and competitive within the marketplace and which ensure the attraction, development and retention of superior talent. Enterprises believes that executive officer base salaries should be competitive with salaries for executive officers in similar positions and with similar responsibilities in the marketplace, adjusted for financial and operating performance, each executive officer's personal performance, length of service with us and previous work experience. With respect to annual cash bonuses, Enterprises seeks to reward executive officers for their contribution to financial and operational success. Equity awards granted under the Plan are meant to align executive officers' interests with those of unitholders and long-term performance. The annual cash bonus, in combination with base salaries and equity incentive awards, are intended to yield competitive total cash compensation levels for the executive officers and drive performance in support of Enterprises' business strategies as well as our own. The portion of any base salary, annual cash bonus and benefits cost allocable to us will be based on Enterprises' methodology used for allocating general and administrative expenses.
2013 Long-Term Incentive Plan
Background
        On                    , 2013, our general partner adopted the Plan in order to assist us and our direct and indirect parents and subsidiaries in attracting and retaining valued employees, consultants and non-employee directors by offering them a greater stake in our success and a closer identity with us, and to encourage ownership of our common units by such individuals.
        The description of the Plan set forth below is a summary of the material features of the Plan. This summary, however, does not purport to be a complete description of all the provisions of the Plan. This summary is qualified in its entirety by reference to the Plan, which is filed as an exhibit to the registration statement of which this prospectus forms a part.
Effective Date; Termination; Amendment
        The Plan became effective on                    , 2013 and unless terminated earlier, the Plan will terminate on                    , 2023. The board of directors of our general partner may amend, alter, suspend, discontinue or terminate the Plan without the consent of unitholders or participants, except that, without the approval of our unitholders, no amendment, alteration, suspension, discontinuation or termination shall be made if unitholder approval is required by any federal or state law or regulation or by the rules of any exchange on which the common units may then be listed; provided, however, that, without the consent of the participant, no amendment, alteration, suspension, discontinuation or termination of the Plan may materially and adversely affect the rights of such participant under any award theretofore granted to him.
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Eligible Individuals
        All employees, consultants and non-employee directors of us and our direct and indirect parents and subsidiaries are eligible to be selected to participate in the Plan.
Administration
        The Plan may be administered by the board of directors of our general partner or any committee that our general partner may designate to administer the Plan, which we refer to as the Administrator. Currently, the authority to administer the Plan has been delegated to the compensation committee of Enterprises. Each person who is responsible for administering the Plan will qualify as (1) a "non-employee director" as then defined under Rule 16b-3 under the Exchange Act and (2) an "independent" director under the rules of the NYSE (subject to any grace periods for new public companies). Subject to the provisions of the Plan, the Administrator has the authority in its discretion to, among other things, (i) select the eligible individuals who will receive awards pursuant to the Plan; (ii) determine the type or types of awards to be granted, (iii) determine the number of common units to which an award will relate, the terms and conditions of any award granted under the plan and all other matters to be determined in connection with an award; (iv) determine whether, to what extent, and under what circumstances an award may be cancelled, forfeited, or surrendered; and (v) correct any defect or supply any omission or reconcile any inconsistency in the Plan. The Administrator may delegate, within limits and subject to the terms it may establish from time to time, the authority to perform administrative functions under the Plan.
Common Units Subject to the Plan
        Subject to adjustment as provided in the Plan, a total of                common units are available for awards under the Plan. Any common units tendered by a participant in payment of the tax liability with respect to an award, including common units withheld from any such award, will not be available for future awards under the Plan. Common units awarded under the Plan may be reserved or made available from our authorized and unissued common units or from common units reacquired (through open market transactions or otherwise). Any common units issued under the Plan through the assumption or substitution of outstanding grants from an acquired company will not reduce the number of common units available for awards under the Plan. If any common units subject to an award under the Plan are forfeited, any common units counted against the number of common units available for issuance pursuant to the Plan with respect to such award will again be available for awards under the Plan.
Awards
        Under the terms of the Plan, awards in the form of common units, phantom units, distribution equivalent rights, or DERs, cash awards and other unit-based awards may be granted. Awards (other than cash awards) will be evidenced by an award agreement that provides terms and conditions of the award that are in addition to those set forth in the Plan.
Common Units
        An award of common units is a grant by the Administrator of a specified number of common units, which units vest based upon the passage of time and/or the achievement of performance goals. In addition, the Administrator may grant awards of common units that are not subject to any vesting restrictions. Unless provided otherwise by the Administrator, during the vesting period, common units granted under the Plan may not be transferred or assigned other than by will or the laws of descent and distribution. Unless otherwise provided in the applicable award agreement, during the vesting period, grantees of common units will have all the rights of a common unit holder with respect to such
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common units, including, without limitation, the right to receive distributions thereon (whether in cash or property). Any such distributions will be subject to the same restrictions as the underlying common units on which they were granted, unless otherwise provided by the Administrator (and the Administrator may, in its sole discretion, withhold any cash distributions paid on common units granted under the Plan until the restrictions applicable to such common units have lapsed). Unless otherwise provided in an award agreement or as may be determined by the Administrator, upon a participant's termination of employment or other service for any reason, all unvested common units granted under the Plan to such participant will be forfeited with no further compensation due the participant.
Phantom Units
        Phantom units are rights to receive common units, cash or a combination of both at the end of a specified period. The Administrator may subject phantom units to restrictions based upon the passage of time and/or the achievement of performance goals. Phantom units may be settled by delivery of common units, cash equal to the fair market value of the specified number of common units covered by the phantom unit, or any combination thereof determined by the Administrator. Until phantom units are settled in common units (if applicable), participants will have none of the rights of a common unit holder with respect to such phantom units, provided that grantees of phantom units may receive DERs, as described below. Unless otherwise provided in an award agreement or as may be determined by the Administrator, upon a participant's termination of employment or other service for any reason, all unvested phantom units granted under the Plan to such participant will be forfeited with no further compensation due the participant.
DERs
        The Administrator is permitted to grant DERs in tandem with awards under the Plan (other than an award of common units), or DERs may be granted alone. DERs entitle the participant to receive cash equal to the amount of any cash distributions made by us during the period the DER is outstanding. Payment of a DER issued in connection with another award may be subject to the same vesting terms as the award to which it relates or different vesting terms, in the discretion of the Administrator.
Cash Awards
        Under the terms of the Plan, the Administrator may grant cash awards to participants. Unless determined otherwise by the Administrator, cash awards will be paid upon the achievement of the performance goals established by the Administrator. As a condition to receiving payment of a cash award, a participant must not have incurred a termination of employment or other service prior to the applicable payment date (unless determined otherwise by the Administrator or required by the terms of an employment, consulting or similar agreement).
Other Unit-Based Awards
        The Administrator may, in its discretion, grant awards (in addition to those described above) based, in whole or in part, on the value or performance of a common unit or denominated or payable in common units. Upon settlement, such award may be paid in common units, cash or a combination thereof, as provided in the award agreement.
Qualified Performance-Based Awards
        If at any time we are subject to Internal Revenue Code Section 162(m), then the Administrator may grant awards of common units, phantom units, DERs, other unit-based awards and/or cash that are intended to constitute "qualified performance-based compensation," or Qualified Awards, and thus
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be exempt from the deduction limitations of Internal Revenue Code Section 162(m). The vesting, earning settlement or payment of Qualified Awards must be based on one or more of the following performance goals: (i) specified levels of or increases in return on capital, equity or assets; (ii) earnings measures/ratios (on a gross, net, pre-tax or post-tax basis); (iii) net economic profit and operating profit; (iv) net income; (v) operating income; (vi) sales; (vii) sales growth; (viii) gross margin; (ix) direct margin; (x) common unit price (including but not limited to growth measures and total equityholder return); (xi) per period or cumulative cash flow (including but not limited to operating cash flow and free cash flow) or cash flow return on investment (which equals net cash flow divided by total capital); (xii) inventory turns; (xiii) financial return ratios; (xiv) market share; (xv) balance sheet measurements such as receivable turnover; (xvi) improvement in or attainment of expense levels; (xvii) improvement in or attainment of working capital levels; (xviii) debt reduction; (xix) strategic innovation, including but not limited to entering into, substantially completing, or receiving payments under, relating to, or deriving from a joint development agreement, licensing agreement, or similar agreement; (xx) customer or employee satisfaction; and (xxi) individual objectives. These performance goals may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or any direct or indirect parent, subsidiary, division, department or function within us. Performance goals may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Awards that are not intended to be Qualified Awards may be subject to any performance goals determined by the Administrator, if any (including the performance goals set forth above).
        The maximum number of common units that a participant may receive under Qualified Awards with respect to any one calendar year may not exceed                common units. The maximum cash payment that a participant may receive with respect to Qualified Awards in respect of any one calendar year may not exceed $                .
        In the event that any entity whose employees, consultants or non-employee directors who are covered by this Plan is at any time subject to Internal Revenue Code Section 162(m), the Administrator is under no obligation to grant Qualified Awards, and whether such awards are granted is in the sole discretion of the Administrator.
Certain Corporate Events
        In the event that any equity dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or common unit exchange, extraordinary or unusual cash distribution or other similar transaction or event affects the common units such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of participants under the Plan, then the Administrator shall proportionately and equitably adjust any or all of (i) the number and kind of common units underlying outstanding awards or to which an outstanding award relates and (ii) the aggregate number and kind of common units available under the Plan, or, if deemed appropriate, make provision for a cash payment with respect to any outstanding award. In addition, the Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, awards, including any performance goals, in recognition of unusual or nonrecurring events (including, without limitation, events described above) affecting us or any of our direct or indirect parents or subsidiaries, or in response to changes in applicable laws, regulations, or accounting principles.
Change in Control
        Upon the occurrence of a change in control (as defined in the Plan), the Administrator, in its sole discretion, generally may take one or more of the following actions with respect to any awards that are outstanding immediately prior to such change in control: (a) accelerate the vesting of outstanding awards; (b) require the purchaser (or its parent), following a change in control, to assume outstanding
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awards and/or to substitute such awards with awards involving the equity of such purchaser (or its parent) on terms and conditions necessary to preserve the rights of participants with respect to such awards; (c) settle outstanding awards if permitted by applicable law; or (d) cancel outstanding awards to the extent that the applicable performance goals have not been achieved as of immediately prior to the change in control.
Taxes
        Participants who are subject to the reporting requirements of Section 16 of the Exchange Act may elect to direct the Administrator to withhold common units that would otherwise be received upon the vesting or settlement of an award to satisfy the withholding taxes applicable to such award. Withholding of taxes in the form of common units with respect to an award will not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

  Compensation of Directors
        Officers or employees of Enterprises or its affiliates who also serve as directors of our general partner will not receive additional compensation for such service. Our general partner anticipates that its directors who are not also officers or employees of Enterprises or its affiliates will receive compensation on an annual basis as a retainer and for attending meetings of the board of directors and committees thereof as follows:
•
An annual retainer of approximately $60,000, of which approximately $30,000 will be paid in the form of an annual cash retainer and the remaining $30,000 will be paid in a grant of units under the Plan. 

•
The cash meeting fee of $            for each board and committee meeting attended in person. If a director participates in a meeting by telephone, the meeting fee will be $            . 

•
For the audit committee chair and the conflicts committee chair, an annual committee chair retainer of $             and $            , respectively.
        In addition, each non-employee director will be reimbursed for out-of-pocket expenses in connection with attending such meetings. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law pursuant to our partnership agreement.

  Reimbursement of Expenses of Our General Partner
        Our general partner will not receive any management fee or other compensation for its management of our partnership under the omnibus agreement with Enterprises or otherwise. Under the terms of the omnibus agreement, we will reimburse Enterprises and its affiliates for all expenses they incur and payments they make on our behalf and all other expenses allocable to us or otherwise incurred by our general partner or its affiliates in connection with operating our business. We will also reimburse Enterprises and its affiliates for direct expenses incurred on our behalf and expenses allocated to us as a result of our becoming a public entity. The omnibus agreement does not set a limit on the amount of expenses for which Enterprises and its affiliates may be reimbursed. These expenses may include salary, bonus, incentive compensation and other amounts paid, if any, to persons who perform services for us or on our behalf and expenses allocated to Enterprises by its affiliates. The partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement" and "The Partnership Agreement—Reimbursement of Expenses."
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  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        The following table sets forth the beneficial ownership of our units that will be owned upon the consummation of this offering by:
•
each person known by us to be a beneficial owner of more than 5% of our units; 

•
each of the directors of our general partner; 

•
each of the named executive officers of our general partner; and 

•
all directors and executive officers of our general partner as a group.
        The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.
        Percentage of total units to be beneficially owned after this offering is based on        common units outstanding. The table assumes that the underwriters' option to purchase additional units is not exercised.

																	
Name of Beneficial Owner(1) 	 	Common
Units To Be
Beneficially
Owned(2)	 	Percentage of
Common
Units To Be
Beneficially
Owned	 	Subordinated
Units To Be
Beneficially
Owned	 	Percentage of
Subordinated
Units To Be
Beneficially
Owned	 	Percentage of
Total Common
and
Subordinated
Units To Be
Beneficially
Owned	 	
OCI Company Ltd.(2)	 	 	 	 	 	 	%	 	 	 	 	 	%	 	 	%	
Kirk H. Milling	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	
Choungho Kim	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	
Nicole C. Daniel	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	
Mark J. Lee	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	
William P. O'Neill, Jr. 	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	
All directors and executive officers as a group (5 people)	 	 	—	 	 	—	%	 	—	 	 	—	%	 	—	%	

(1)
Unless otherwise indicated, the address for all beneficial owners is Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.

(2)
OCI Company, a widely-held, publicly-traded company on the Korea Stock Exchange, is the ultimate parent company of OCI Holdings, the sole member of our general partner. OCI Holdings is also the owner of        common units and        subordinated units. OCI Company may, therefore, be deemed to beneficially own the units held by OCI Holdings but disclaims such beneficial ownership. The address for OCI Company is 50 Sogong-Dong, Jung-Gu, Seoul, 100-718, Korea.
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  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
        Upon the consummation of this offering, OCI Holdings will own        common units and        subordinated units representing a      % limited partner interest in us, and will own and control our general partner. In addition, our general partner will own general partner units representing a 2.0% general partner interest in us and all of our incentive distribution rights.
        The terms of the transactions and agreements disclosed in this section were determined by and among affiliated entities and, consequently, are not the result of arm's length negotiations. These terms and agreements are not necessarily at least as favorable to us as the terms that could have been obtained from unaffiliated third parties.

  Distributions and Payments to Our General Partner and Its Affiliates
        The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates in connection with the formation, ongoing operation and any liquidation of OCI Resources LP.
Formation Stage

			
The aggregate consideration received by our general partner and its affiliates for the contribution of their interests	 	•
common units;	
	 	•
subordinated units;	
	 	•
general partner units representing a 2.0% general partner interest; and	
	 	•
all of our incentive distribution rights.	
	 	We expect to receive estimated net proceeds of approximately $            million from this offering (assuming an initial offering price of $            per common unit, the mid-point of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discount, the structuring fee and offering expenses. We intend to distribute all of the net proceeds of this offering to OCI Chemical.	
	 	If the underwriters exercise their option to purchase additional common units in full, the additional net proceeds to us would be approximately $            million (assuming an initial public offering price per common unit of $            , the mid-point of the price range set forth on the cover page of this prospectus). We intend to distribute the net proceeds from any exercise of such option to OCI Chemical. If the underwriters do not exercise their option to purchase additional common units, we will issue common units to OCI Holdings upon the expiration of the option for no additional consideration. Please see "Use of Proceeds."	
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Operational Stage

			
Distributions to our general partner and its affiliates	 	We will generally make cash distributions 98.0% to our unitholders, pro rata, including our general partner and its affiliates as the holders of an aggregate of        common units and all of the subordinated units, and 2.0% to our general partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, our general partner will be entitled to increasing percentages of the distributions, up to 48.0% of the distributions we make above the highest target distribution level.	
	 	Assuming we have sufficient cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters, our general partner would receive annual distributions of approximately $            million on its general partner interest and Enterprises would receive annual distributions of $            million on its common and subordinated units.	
Payments to our general partner and its affiliates	 	Neither our general partner nor Enterprises will receive a management fee or other compensation in connection with our general partner's management of us, but, prior to making any distribution on our common units, we will reimburse Enterprises and certain of its affiliates, including OCI Holdings, OCI Chemical and Enterprises, for all expenses they incur and payments they make on our behalf pursuant to the omnibus agreement. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and such affiliates may be reimbursed. These expenses may include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by such affiliates. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us.	
Withdrawal or removal of our general partner	 	If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests. Please read "The Partnership Agreement—Withdrawal or Removal of Our General Partner."	
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Liquidation Stage

			
Liquidation	 	Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.	

  Agreements Governing the Transactions
        In connection with this offering, we have entered into or will enter into various documents and agreements with Enterprises and its affiliates that will effect the transactions relating to our formation, including the transfer of an ownership interest in OCI Wyoming. While we believe the terms of these agreements with related parties to be comparable to the terms of agreements used in similarly structured transactions, they will not be the result of arm's-length negotiations. All of the transaction expenses incurred in connection with our formation transactions will be paid from the net proceeds of this offering.

  Omnibus Agreement
        In connection with the consummation of this offering, we will enter into an omnibus agreement with our general partner and Enterprises that will address certain aspects of our relationship with Enterprises and its affiliates, including:
•
our obligation to reimburse Enterprises and its affiliates for certain direct operating expenses they pay on our behalf; 

•
our obligation to reimburse Enterprises and its affiliates for providing us corporate, general and administrative services, including our allocated portion of the cost of insurance for our operations; 

•
Enterprises' obligation to indemnify or reimburse us for losses or expenses relating to or arising from (i) certain preclosing environmental liabilities; (ii) certain title and rights-of-way matters; (iii) our failure to have certain necessary governmental consents and permits; (iv) certain preclosing tax liabilities; and (v) the use of the name "OCI" and other trademarks; 

•
our obligation to indemnify Enterprises for losses attributable to the ownership or operation of our assets after the closing of this offering; and 

•
our use of the name "OCI" and related marks.
Reimbursement of General and Administrative Expense
        Under the omnibus agreement, Enterprises will, or will cause its affiliates to, perform centralized corporate, general and administrative services for us, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, we will reimburse Enterprises and its affiliates for the expenses incurred by them in providing these services. The omnibus agreement will further provide that we will reimburse Enterprises and its affiliates for our allocable portion of the premiums on any insurance policies covering our assets.
        Enterprises will agree to perform all services under the relevant provisions of the omnibus agreement using at least the same level of care, quality, timeliness and skill as it does for itself and its affiliates and with no less than the same degree of care, quality, timeliness and skill as its past practice in performing the services for itself and our business.
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        We will also reimburse Enterprises for any additional state income, franchise or similar tax paid by Enterprises resulting from the inclusion of us (and our subsidiaries) in a combined state income, franchise or similar tax report with Enterprises as required by applicable law. The amount of any such reimbursement will be limited to the tax that we (and our subsidiaries) would have paid had we not been included in a combined group with Enterprises.
Indemnification
        Pursuant to the omnibus agreement, we will be entitled to indemnification from Enterprises for certain liabilities and we will be required to indemnify Enterprises for certain liabilities. However, our assets constitute substantially all of Enterprises' assets. Enterprises' indemnification obligations to us will include the following:
•
Environmental. For a period of three years after the closing of this offering, Enterprises will indemnify us for certain potential environmental and toxic tort claims, losses and expenses associated with the operation of the assets contributed to us and occurring on or before the closing date of this offering. The maximum liability of Enterprises for these indemnification obligations will not exceed $10 million and Enterprises will not have any obligation under these indemnification obligations until our aggregate losses exceed $500,000, after which Enterprises shall be liable for the full amount of such claims in excess of $500,000. Enterprises will have no indemnification obligations with respect to environmental or toxic tort claims made as a result of additions to, or modifications of, environmental laws promulgated on or after the closing of this offering. 

•
Title. For a period of three years after the closing of this offering, Enterprises will indemnify us for losses relating to our failure to have valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interests in and to the lands on which our assets are located, and such failure renders us liable to a third party or prevents us from using or operating our assets in substantially the same manner that our assets were used and operated immediately prior to the closing of this offering. 

•
Governmental consents and permits. For a period of three years after the closing of this offering, Enterprises will indemnify us for losses relating to our failure to have any consent or license or governmental permit or waiver where such failure prevents us from using or operating our assets in substantially the same manner that our assets were used and operated immediately prior to the closing of this offering. 

•
Taxes. Until 60 days after the expiration of any applicable statute of limitations, Enterprises will indemnify us for any income taxes attributable to operations or ownership of the assets prior to the closing of this offering, including any such income tax liability of Enterprises and its affiliates that may result from our formation transactions or that arises under Treasury Regulation Section 1.1502-6. 

•
Use of "OCI" Name. For a period of three years after the closing of this offering, Enterprises will indemnify us for losses relating to the use of the name "OCI" and any other trademarks owned by Enterprises that contain the name "OCI."
        In no event will Enterprises be obligated to indemnify us for any claims, losses or expenses or income taxes referred to in the bullets above to the extent either (i) reserved for in our financial statements as of December 31, 2012, or (ii) we recover any such amounts under available insurance coverage or other recoveries against any third party.
        We will indemnify Enterprises for all losses attributable to the post-closing operations of the assets contributed to us, to the extent not subject to Enterprises' indemnification obligations.
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Competition
        Under our partnership agreement, Enterprises and its affiliates are expressly permitted to compete with us. Enterprises and any of its affiliates may acquire, construct or dispose of assets (including assets relating to our lines of business) in the future subject to certain obligations to offer us the opportunity to purchase or construct those assets.
Amendment and Termination
        The omnibus agreement can be amended by written agreement of all parties to the agreement. However, we may not agree to any amendment or modification that would, in the reasonable determination of our general partner, be adverse in any material respect to the holders of our common units without prior approval of the conflicts committee. So long as there is not a change of control of our general partner, our sponsor or us, the omnibus agreement will remain in full force and effect unless mutually terminated by the parties. If there is a change of control of our general partner, our sponsor or us, the omnibus agreement will terminate, provided the indemnification obligations described above will remain in full force and effect in accordance with their terms.

  Transactions with Affiliates
        OCI Chemical and OCI Wyoming are party to a sales agreement dated July 18, 1961 but have waived the provisions of that agreement since January 1, 2005. Under the current business arrangement, OCI Chemical contracts with customers, including ANSAC, for the sale of the soda ash that OCI Wyoming produces, and OCI Wyoming delivers soda ash directly to the customers. Though OCI Chemical is the contractual party with customers, any risk of loss related to soda ash is passed directly to OCI Wyoming, except in circumstances where the buyer takes ownership of soda ash at the shipping point. OCI Wyoming invoices the customers, and risk of loss from collecting accounts receivable remains with OCI Wyoming. OCI Wyoming also bears any risk of loss from liability claims related to soda ash. OCI Chemical receives sales proceeds directly from customers on behalf of OCI Wyoming, and OCI Chemical then transfers the total proceeds of the sales directly to OCI Wyoming, less OCI Chemical's actual costs of sales and marketing. OCI Chemical's costs are allocated to OCI Wyoming by Enterprises based on the amount of time spent by OCI Chemical providing such services. For the year ended December 31, 2012 and the three months ended March 31, 2013, these charges amounted to approximately $4.0 million and $2.6 million, respectively. OCI Chemical also contracts with various land and sea carriers for freight transportation on behalf of OCI Wyoming. All such actual freight costs are charged directly to OCI Wyoming.
        Substantially all of OCI Wyoming's selling and marketing expenses and general and administrative expenses are expenses charged to OCI Wyoming by Enterprises and OCI Chemical for actual expenses incurred by them on behalf of OCI Wyoming and include expenses relating to salaries, benefits, office supplies, professional fees, travel, computers and rent.
        OCI Wyoming also makes sales of soda ash to OCI Alabama, LLC, or OCI Alabama, an affiliate of OCI Chemical that manufactures sodium percarbonate. These sales of soda ash to OCI Alabama were approved by the partnership committee of OCI Wyoming in 2002, and are not made pursuant to any written sales agreement. The price of such sales is based on the average price of arms' length sales made by OCI Wyoming to similar size businesses. For the year ended December 31, 2012 and the three months ended March 31, 2013, sales to OCI Alabama were approximately $7.4 million and $2.0 million, respectively.
        OCI Chemical is a member company of ANSAC, and had an approximate 22%, 31% and 37% participation interest at December 31, 2010, 2011 and 2012, respectively. Kirk Milling, the chief executive officer of OCI Chemical and director and chief executive officer of our general partner, has served as a director of ANSAC since 2001, and Michael Hohn, the head of OCI Chemical's soda ash
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division, was appointed a director of ANSAC in April 2013. We made approximately 49.6% and 43.5% of our total net sales for the year ended December 31, 2012 and the three months ended March 31, 2013, respectively, through OCI Chemical's membership in ANSAC. In addition, ANSAC provides logistics and support services for all of our export sales.
        The personnel who operate our assets are employees of Enterprises. Enterprises directly charges us for the payroll and benefit costs associated with employees and carries the obligations for other employee-related benefits in its financial statements. We are allocated a portion of Enterprises' defined benefit pension plan liability and postretirement benefit liability for the employees providing services to us based on an actuarial assessment of that liability. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations" and Note 8 to the financial statements.

 Procedures for Review, Approval and Ratification of Transactions with Related Persons
        We expect that the board of directors of our general partner will adopt policies for the review, approval and ratification of transactions with related persons. For the purposes of the policy, a "related person" is expected to be any director or executive officer of our general partner, any unitholder known to us to be the beneficial owner of more than 5% of the our common units, and any immediate family member of any such person, and a "related person transaction" is expected to be generally a transaction in which we are, or our general partner or any of our subsidiaries is, a participant, the amount involved exceeds $100,000, and a related person has a direct or indirect material interest. Transactions resolved under the conflicts provision of the partnership agreement are not required to be reviewed or approved under the policy. Please read "Conflicts of Interest and Contractual Duties—Conflicts of Interest."
        The policy will set forth certain categories of transactions that are deemed to be pre-approved by the audit committee of the board of directors of our general partner under the policy. After applying these categorical standards and weighing all of the facts and circumstances, the audit committee of the board of directors of our general partner must then either approve or reject the transaction in accordance with the terms of the policy.
        We also anticipate the board of directors of our general partner will adopt a written policy, under which a director would be expected to bring to the attention of the board of directors of our general partner any conflict or potential conflict of interest that may arise between the director or any affiliate of the director, on the one hand, and us or our general partner on the other. The resolution of any such conflict or potential conflict should, at the discretion of the board of directors of our general partner in light of the circumstances, be determined by a majority of the disinterested directors.
        The policy for the review, approval and ratification of transactions with related persons and the other policies described above will be adopted in connection with the closing of this offering, and as a result, the transactions described above were not reviewed according to such procedures.
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 CONFLICTS OF INTEREST AND CONTRACTUAL DUTIES
Conflicts of Interest
        Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates, including Enterprises, on the one hand, and us and our limited partners, on the other hand. The directors and officers of our general partner have fiduciary duties to manage our general partner in a manner beneficial to its owners. At the same time, our general partner has a duty to manage us in a manner beneficial to us and our limited partners. The Delaware Revised Uniform Limited Partnership Act, which we refer to as the Delaware Act, provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership. Pursuant to these provisions, our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. Our partnership agreement also specifically defines the remedies available to limited partners for actions taken that, without these defined liability standards, might constitute breaches of fiduciary duty under applicable Delaware law.
        Whenever a conflict arises between our general partner or its affiliates, on the one hand, and us or any other partner, on the other, our general partner will resolve that conflict. Our general partner may seek the approval of such resolution from the conflicts committee of the board of directors of our general partner. There is no requirement that our general partner seek the approval of the conflicts committee for the resolution of any conflict, and, under our partnership agreement, our general partner may decide to seek such approval or resolve a conflict of interest in any other way permitted by our partnership agreement, as described below, in its sole discretion. Our general partner will decide whether to refer the matter to the conflicts committee on a case-by-case basis. An independent third party is not required to evaluate the fairness of the resolution.
        Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners if the resolution of the conflict is:
•
approved by the conflicts committee; 

•
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; 

•
determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or 

•
determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.
        If our general partner does not seek approval from the conflicts committee and our general partner's board of directors determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in our partnership agreement, our general partner or the conflicts committee of our general partner's board of directors may consider any factors it determines in good faith to consider when resolving a conflict. When our partnership agreement requires someone to act in good faith, it requires that person to subjectively believe that he is acting in the best interests of the partnership or meets the specified standard, for example, a transaction on terms no less favorable to the partnership than those generally being
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provided to or available from unrelated third parties. Please read "Management—Committees of the Board of Directors—Conflicts Committee" for information about the conflicts committee of our general partner's board of directors.
        Conflicts of interest could arise in the situations described below, among others.
         Neither our partnership agreement nor any other agreement requires Enterprises to pursue a business strategy that favors us or utilizes our assets or dictates what markets to pursue or grow. Enterprises' directors and officers have a fiduciary duty to make these decisions in the best interests of Enterprises, which may be contrary to our interests.
        Because some of the officers and directors of our general partner are also directors and/or officers of Enterprises, such directors and officers have fiduciary duties to Enterprises that may cause them to pursue business strategies that disproportionately benefit Enterprises or which otherwise are not in our best interests.
         Contracts between us, on the one hand, and our general partner and its affiliates, on the other, are not and will not be the result of arm's-length negotiations.
        Neither our partnership agreement nor any of the other agreements, contracts and arrangements between us and our general partner and its affiliates are or will be the result of arm's-length negotiations. Our partnership agreement generally provides that any affiliated transaction, such as an agreement, contract or arrangement between us and our general partner and its affiliates that does not receive unitholder or conflicts committee approval, must be determined by the board of directors of our general partner to be:
•
on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or 

•
"fair and reasonable" to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
        Our general partner and its affiliates have no obligation to permit us to use any facilities or assets of our general partner and its affiliates, except as may be provided in contracts entered into specifically dealing with that use. Our general partner may also enter into additional contractual arrangements with any of its affiliates on our behalf. There is no obligation of our general partner and its affiliates to enter into any contracts of this kind.
         Our general partner's affiliates may compete with us and neither our general partner nor its affiliates have any obligation to present business opportunities to us.
        Our partnership agreement provides that our general partner is restricted from engaging in any business activities other than those incidental to its ownership of interests in us. However, affiliates of our general partner are permitted to engage in other businesses or activities, including those that might be in direct competition with us Enterprises or its affiliates may acquire, construct or dispose of assets (including assets relating to our lines of business) in the future without any obligation to offer us the opportunity to acquire those assets. In addition, under our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to the general partner and its affiliates. As a result, neither the general partner nor any of its affiliates have any obligation to present business opportunities to us.
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         Our general partner is allowed to take into account the interests of parties other than us, such as Enterprises, in resolving conflicts of interest.
        Our partnership agreement contains provisions that permissibly modify and reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner or otherwise, free of any duty or obligation whatsoever to us and our unitholders, including any duty to act in the best interests of us or our unitholders, other than the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the partners where the language in the partnership agreement does not provide for a clear course of action. This entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples of decisions that our general partner may make in its individual capacity include the allocation of corporate opportunities among us and our affiliates, the exercise of its limited call right, its voting rights with respect to the units it owns, whether to reset target distribution levels, whether to transfer the incentive distribution rights or any units it owns to a third party and whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
         We do not have any officers or employees and rely solely on officers and employees of our general partner and its affiliates.
        Affiliates of our general partner conduct businesses and activities of their own in which we have no economic interest. There could be material competition for the time and effort of the officers and employees who provide services to our general partner.
        Most of the officers of our general partner are also officers and/or directors of Enterprises or its affiliates. These officers will devote such portion of their productive time to our business and affairs as is required to manage and conduct our operations. These officers are also required to devote time to the affairs of Enterprises or its affiliates and are compensated by them for the services rendered to them. Our non-executive directors devote as much time as is necessary to prepare for and attend board of directors and committee meetings.
         Our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties and limits our general partner's liabilities and the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty under applicable Delaware law.
        In addition to the provisions described above, our partnership agreement contains provisions that restrict the remedies available to our limited partners for actions that might constitute breaches of fiduciary duty under applicable Delaware law. For example, our partnership agreement:
•
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; 

•
provides that the general partner shall not have any liability to us or our limited partners for decisions made in its capacity so long as such decisions are made in good faith; 

•
generally provides that in a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our public common
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unitholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest is either on terms no less favorable to us than those generally being provided to or available from unrelated third parties or is "fair and reasonable" to us, considering the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us, then it will be presumed that in making its decision, the board of directors of our general partner acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us challenging such decision, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption; and
•
provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers or directors, as the cases may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal.
        By purchasing a common unit, a common unitholder will be deemed to have agreed to become bound by the provisions in the partnership agreement, including the provisions discussed above.
         Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
        Under our partnership agreement, our general partner has full power and authority to do all things, other than those items that require unitholder approval or with respect to which our general partner has sought conflicts committee approval, on such terms as it determines to be necessary or appropriate to conduct our business including, but not limited to, the following:
•
the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for equity interests of the partnership, and the incurring of any other obligations; 

•
the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over our business or assets; 

•
the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of our assets or the merger or other combination of us with or into another person; 

•
the negotiation, execution and performance of any contracts, conveyances or other instruments; 

•
the distribution of cash held by the partnership; 

•
the selection and dismissal of employees and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; 

•
the maintenance of insurance for our benefit and the benefit of our partners and indemnitees; 

•
the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other entities; 

•
the control of any matters affecting our rights and obligations, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation,
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arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
•
the indemnification of any person against liabilities and contingencies to the extent permitted by law; 

•
the purchase, sale or other acquisition or disposition of our equity interests, or the issuance of additional options, rights, warrants and appreciation rights relating to our equity interests; and 

•
the entering into of agreements with any of its affiliates to render services to us or to itself in the discharge of its duties as our general partner.
        Please read "The Partnership Agreement" for information regarding the voting rights of unitholders.
         Actions taken by our general partner may affect the amount of cash available to pay distributions to unitholders or accelerate the right to convert subordinated units.
        The amount of cash that is available for distribution to unitholders is affected by decisions of our general partner regarding such matters as:
•
amount and timing of asset purchases and sales; 

•
cash expenditures; 

•
borrowings; 

•
issuance of additional units; and 

•
the creation, reduction or increase of reserves in any quarter.
        In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our general partner to our unitholders, including borrowings that have the purpose or effect of:
•
enabling our general partner or its affiliates to receive distributions on any subordinated units held by them or the incentive distribution rights; or 

•
hastening the expiration of the subordination period.
        For example, in the event we have not generated sufficient cash from our operations to pay the minimum quarterly distribution on our common units and our subordinated units, our partnership agreement permits us to borrow funds, which would enable us to make this distribution on all outstanding units. Please read "How We Make Distributions to Our Partners—Subordination Period."
        Our partnership agreement provides that we and our subsidiaries may borrow funds from our general partner and its affiliates, but may not lend funds to our general partner or its affiliates.
         We reimburse our general partner and its affiliates for expenses.
        We reimburse our general partner and its affiliates for costs incurred in managing and operating us, including costs incurred in rendering corporate staff and support services to us. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement."
         Our general partner intends to limit its liability regarding our obligations.
        Our general partner intends to limit its liability under contractual arrangements so that the other party to such agreements has recourse only to our assets and not against our general partner or its
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assets or any affiliate of our general partner or its assets. Our partnership agreement permits our general partner to limit its or our liability, even if we could have obtained terms that are more favorable without the limitation on liability.
         Common units are subject to our general partner's limited call right.
        Our general partner may exercise its right to call and purchase common units as provided in the partnership agreement or assign this right to one of its affiliates or to us free of any liability or obligation to us or our partners. As a result, a common unitholder may have his common units purchased from him at an undesirable time or price. Please read "The Partnership Agreement—Limited Call Right."
         Limited partners have no right to enforce obligations of our general partner and its affiliates under agreements with us.
        Any agreements between us, on the one hand, and our general partner and its affiliates, on the other, will not grant to the limited partners, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.
         We may not choose to retain separate counsel for ourselves or for the holders of common units.
        The attorneys, independent accountants and others who perform services for us have been retained by our general partner. Attorneys, independent accountants and others who perform services for us are selected by our general partner or the conflicts committee and may also perform services for our general partner and its affiliates. We may retain separate counsel for ourselves or the holders of common units in the event of a conflict of interest between our general partner and its affiliates, on the one hand, and us or the holders of common units, on the other, depending on the nature of the conflict. We do not intend to do so in most cases.
         Our general partner may elect to cause us to issue common units to it in connection with a resetting of the minimum quarterly distribution and the target distribution levels related to our general partner's incentive distribution rights without the approval of the conflicts committee of our general partner or our unitholders. This may result in lower distributions to our common unitholders in certain situations.
        Our general partner has the right, at any time when there are no subordinated units outstanding, it has received incentive distributions at the highest level to which it is entitled (48.0%) for each of the prior four consecutive fiscal quarters and the amount of each such distribution did not exceed the adjusted operating surplus for such quarter, respectively, to reset the initial minimum quarterly distribution and cash target distribution levels at higher levels based on the average cash distribution amount per common unit for the two fiscal quarters prior to the exercise of the reset election. Following a reset election by our general partner, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per common unit for the two fiscal quarters immediately preceding the reset election (such amount is referred to as the "reset minimum quarterly distribution") and the target distribution levels will be reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution amount. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion; however, it is possible that our general partner could exercise this reset election at a time when we are experiencing declines in our aggregate cash distributions or at a time when our general partner expects that we will experience declines in our aggregate cash distributions in the foreseeable future. In such situations, our general partner may be experiencing, or may be expected to experience, declines in the cash distributions it receives related to its incentive distribution rights and may therefore desire to be issued our common units, which are entitled to specified priorities with
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respect to our distributions and which therefore may be more advantageous for the general partner to own in lieu of the right to receive incentive distribution payments based on target distribution levels that are less certain to be achieved in the then current business environment. As a result, a reset election may cause our common unitholders to experience dilution in the amount of cash distributions that they would have otherwise received had we not issued new common units to our general partner in connection with resetting the target distribution levels related to our general partner incentive distribution rights. Please read "How We Make Distributions to Our Partners—General Partner Interest and Incentive Distribution Rights."

  Duties of the General Partner
        The Delaware Act provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership.
        Pursuant to these provisions, our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. We have adopted these provisions to allow our general partner or its affiliates to engage in transactions with us that otherwise might be prohibited or restricted by state-law fiduciary standards and to take into account the interests of other parties in addition to our interests when resolving conflicts of interest. We believe this is appropriate and necessary because the board of directors of our general partner has fiduciary duties to manage our general partner in a manner beneficial both to its owner, Enterprises, as well as to our limited partners. Without these provisions, the general partner's ability to make decisions involving conflicts of interests would be restricted. These provisions benefit our general partner by enabling it to take into consideration all parties involved in the proposed action. These provisions also strengthen the ability of our general partner to attract and retain experienced and capable directors. These provisions represent a detriment to the limited partners, however, because they restrict the remedies available to limited partners for actions that, without those provisions, might constitute breaches of fiduciary duty, as described below and permit our general partner to take into account the interests of third parties in addition to our interests when resolving conflicted interests. The following is a summary of:
•
the fiduciary duties imposed on general partners of a limited partnership by the Delaware Act in the absence of partnership agreement provisions to the contrary; 

•
the contractual duties of our general partner contained in our partnership agreement that replace the fiduciary duties that would otherwise be imposed by Delaware law on our general partner; and 

•
certain rights and remedies of limited partners contained in the Delaware Act.
State law fiduciary duty standards
        Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in a partnership agreement providing otherwise, would generally require a general partner of a Delaware limited partnership to use that amount of care that an ordinarily careful and prudent person would use in similar circumstances and to consider all material information reasonably available in making business decisions. The duty of loyalty, in the absence of a provision in a partnership agreement providing otherwise, would generally prohibit a general partner of a Delaware limited partnership from taking any action or engaging in any transaction where a conflict of interest is present unless such transaction were entirely fair to the partnership.
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Partnership agreement standards
        Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues as to compliance with fiduciary duties or applicable law. For example, our partnership agreement provides that when our general partner is acting in its capacity as our general partner, as opposed to in its individual capacity, it must act in "good faith," meaning that it subjectively believed that the decision was in our best interests, and will not be subject to any other standard under applicable law, other than the implied contractual covenant of good faith and fair dealing. In addition, when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act free of any duty or obligation whatsoever to us or the limited partners, other than the implied contractual covenant of good faith and fair dealing. These standards reduce the obligations to which our general partner would otherwise be held under applicable Delaware law.
        Our partnership agreement generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the public common unitholders or the conflicts committee of the board of directors of our general partner must be determined by the board of directors of our general partner to be:
•
on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or 

•
"fair and reasonable" to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
        If our general partner does not seek approval from the public common unitholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the bullet points above, then it will be presumed that, in making its decision, the board of directors of our general partner acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. These standards reduce the obligations to which our general partner would otherwise be held. In addition to the other more specific provisions limiting the obligations of our general partner, our partnership agreement further provides that our general partner, its affiliates and their officers and directors will not be liable for monetary damages to us or, our limited partners for losses sustained or liabilities incurred as a result of any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that such person acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal.
Rights and remedies of limited partners
        The Delaware Act generally provides that a limited partner may institute legal action on behalf of the partnership to recover damages from a third party where a general partner has wrongfully refused to institute the action or where an effort to cause a general partner to do so is not likely to succeed. These actions include actions against a general partner for breach of its fiduciary duties, if any, or of the partnership agreement.
        A transferee of or other person acquiring a common unit will be deemed to have agreed to be bound by the provisions in the partnership agreement, including the provisions discussed above. Please read "Description of the Common Units—Transfer of Common Units." The failure of a limited partner to sign our partnership agreement does not render the partnership agreement unenforceable against that person.
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        Under the partnership agreement, we must indemnify our general partner and its officers, directors and managers, to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our general partner or these other persons. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We also must provide this indemnification for criminal proceedings unless our general partner or these other persons acted with knowledge that their conduct was unlawful. Thus, our general partner could be indemnified for its negligent acts if it meets the requirements set forth above. To the extent that these provisions purport to include indemnification for liabilities arising under the Securities Act, in the opinion of the SEC such indemnification is contrary to public policy and therefore unenforceable. If you have questions regarding the duties of our general partner, please read "The Partnership Agreement—Indemnification."
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 DESCRIPTION OF THE COMMON UNITS
The Units
        The common units and the subordinated units are separate classes of limited partner interests in us. The holders of units are entitled to participate in partnership distributions and exercise the rights or privileges available to limited partners under our partnership agreement. For a description of the relative rights and preferences of holders of common units and subordinated units in and to partnership distributions, please read this section and "How We Make Distributions to Our Partners." For a description of other rights and privileges of limited partners under our partnership agreement, including voting rights, please read "The Partnership Agreement."

 Transfer Agent and Registrar
Duties
        Wells Fargo Bank, N.A. will serve as the registrar and transfer agent for the common units. We will pay all fees charged by the transfer agent for transfers of common units except the following, which must be paid by unitholders:
•
surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges; 

•
special charges for services requested by a holder of a common unit; and 

•
other similar fees or charges.
        There will be no charge to unitholders for disbursements of our cash distributions. We will indemnify the transfer agent, its agents and each of their stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.
Resignation or Removal
        The transfer agent may resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed or has not accepted its appointment within 30 days of the resignation or removal, our general partner may act as the transfer agent and registrar until a successor is appointed.

 Transfer of Common Units
        Upon the transfer of a common unit in accordance with our partnership agreement, the transferee of the common unit shall be admitted as a limited partner with respect to the common units transferred when such transfer and admission are reflected in our books and records. Each transferee:
•
represents that the transferee has the capacity, power and authority to become bound by our partnership agreement; 

•
automatically becomes bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and 

•
gives the consents, waivers and approvals contained in our partnership agreement, such as the approval of all transactions and agreements that we are entering into in connection with our formation and this offering.
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        Our general partner will cause any transfers to be recorded on our books and records no less frequently than quarterly.
        We may, at our discretion, treat the nominee holder of a common unit as the absolute owner. In that case, the beneficial holder's rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.
        Common units are securities and any transfers are subject to the laws governing the transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a substituted limited partner in our partnership for the transferred common units.
        Until a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the common unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.
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 THE PARTNERSHIP AGREEMENT
        The following is a summary of the material provisions of our partnership agreement. The form of our partnership agreement is included in this prospectus as Appendix B. We will provide prospective investors with a copy of our partnership agreement upon request at no charge.
        We summarize the following provisions of our partnership agreement elsewhere in this prospectus:
•
with regard to distributions, please read "How We Make Distributions to Our Partners"; 

•
with regard to the duties of, and standards of care applicable to, our general partner, please read "Conflicts of Interest and Contractual Duties"; 

•
with regard to the transfer of common units, please read "Description of the Common Units—Transfer of Common Units"; and 

•
with regard to allocations of taxable income and taxable loss, please read "Material U.S. Federal Income Tax Consequences."

 Organization and Duration
        OCI Resources LP was formed on April 22, 2013 and will have a perpetual existence unless terminated pursuant to the terms of our partnership agreement.

 Purpose
        Our purpose, as set forth in our partnership agreement is limited to any business activity that is approved by our general partner and that lawfully may be conducted by a limited partnership organized under Delaware law; provided that our general partner shall not cause us to take any action that the general partner determines would be reasonably likely to cause us to be treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes.
        Although our general partner has the ability to cause us and our subsidiaries to engage in activities other than the business of mining trona ore and producing soda ash, our general partner has no current plans to do so and may decline to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in the best interests of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing. Our general partner is generally authorized to perform all acts it determines to be necessary or appropriate to carry out our purposes and to conduct our business.

 Cash Distributions
        Our partnership agreement specifies the manner in which we will make cash distributions to holders of our common units and other partnership securities as well as to our general partner in respect of its general partner interest and its incentive distribution rights. For a description of these cash distribution provisions, please read "How We Make Distributions to Our Partners."

 Capital Contributions
        Unitholders are not obligated to make additional capital contributions, except as described below under "—Limited Liability."
        For a discussion of our general partner's right to contribute capital to maintain its 2.0% general partner interest if we issue additional units, please read "—Issuance of Additional Interests."
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 Voting Rights
        The following is a summary of the unitholder vote required for approval of the matters specified below. Matters that require the approval of a "unit majority" require:
•
during the subordination period, the approval of a majority of the outstanding common units, excluding those common units held by our general partner and its affiliates, and a majority of the outstanding subordinated units, voting as separate classes; and 

•
after the subordination period, the approval of a majority of the outstanding common units, voting as a single class.
        In voting their common and subordinated units, our general partner and its affiliates will have no duty or obligation whatsoever to us or the limited partners, including any duty to act in the best interests of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing.

			
Issuance of additional units	 	No approval right.	
Amendment of the partnership agreement	 	Certain amendments may be made by our general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read "—Amendment of the Partnership Agreement."	
Merger of our partnership or the sale of all or substantially all of our assets	 	Unit majority in certain circumstances. Please read "—Merger, Consolidation, Conversion, Sale or Other Disposition of Assets."	
Dissolution of our partnership	 	Unit majority. Please read "—Dissolution."	
Continuation of our business upon dissolution	 	Unit majority. Please read "—Dissolution."	
Withdrawal of our general partner	 	Under most circumstances, the approval of unitholders holding at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to September 30, 2023 in a manner that would cause a dissolution of our partnership. Please read "—Withdrawal or Removal of Our General Partner."	
Removal of our general partner	 	Not less than 66 2 / 3 % of the outstanding units, voting as a single class, including units held by our general partner and its affiliates. Please read "—Withdrawal or Removal of Our General Partner."	
Transfer of our general partner interest	 	No approval right. Please read "—Transfer of General Partner Interest."	
Transfer of incentive distribution rights	 	No approval right. Please read "—Transfer of Subordinated Units and Incentive Distribution Rights."	
Reset of incentive distribution levels	 	No approval right.	
Transfer of ownership interests in our general partner	 	No approval right. Please read "—Transfer of Ownership Interests in the General Partner."	
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        If any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of any class of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person or group that acquires the units from our general partner or its affiliates and any transferees of that person or group approved by our general partner or to any person or group who acquires the units with the specific prior approval of our general partner.

 Applicable Law; Forum, Venue and Jurisdiction
        Our partnership agreement is governed by Delaware law. Our partnership agreement requires that any claims, suits, actions or proceedings:
•
arising out of or relating in any way to the partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the partnership agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us); 

•
brought in a derivative manner on our behalf; 

•
asserting a claim of breach of a duty (including a fiduciary duty) owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners; 

•
asserting a claim arising pursuant to any provision of the Delaware Act; or 

•
asserting a claim governed by the internal affairs doctrine
shall be exclusively brought in the Court of Chancery of the State of Delaware, regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. Each of the partners and each person or group holding any beneficial interest in us is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claims, suits, actions or proceedings.

 Limited Liability
        Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Act and that he otherwise acts in conformity with the provisions of the partnership agreement, his liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share of any undistributed profits and assets. However, if it were determined that the right, or exercise of the right, by the limited partners as a group:
•
to remove or replace our general partner; 

•
to approve some amendments to our partnership agreement; or 

•
to take other action under our partnership agreement;
constituted "participation in the control" of our business for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us under the reasonable belief that the limited partner is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner. While
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this does not mean that a limited partner could not seek legal recourse, we know of no precedent for this type of a claim in Delaware case law.
        Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act shall be liable to the limited partnership for the amount of the distribution for three years.
        Following the completion of this offering, we expect that our subsidiaries will conduct business in one state and we may have subsidiaries that conduct business in other states or countries in the future. Maintenance of our limited liability as owner of our operating subsidiaries may require compliance with legal requirements in the jurisdictions in which the operating subsidiaries conduct business, including qualifying our subsidiaries to do business there.
        Limitations on the liability of members or limited partners for the obligations of a limited liability company or limited partnership have not been clearly established in many jurisdictions. If, by virtue of our ownership interest in our subsidiaries or otherwise, it were determined that we were conducting business in any jurisdiction without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted "participation in the control" of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

 Issuance of Additional Interests
        Our partnership agreement authorizes us to issue an unlimited number of additional partnership interests (except for general partner interests) for the consideration and on the terms and conditions determined by our general partner without the approval of any limited partners.
        It is possible that we will fund acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units we issue will be entitled to share equally with the then-existing common unitholders in our distributions. In addition, the issuance of additional common units or other partnership interests may dilute the value of the interests of the then-existing common unitholders in our net assets.
        In accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional partnership interests that, as determined by our general partner, may have rights to distributions or special voting rights to which the common units are not entitled. In addition, our partnership agreement does not prohibit our subsidiaries from issuing equity interests, which may effectively rank senior to the common units.
        Upon issuance of additional limited partner interests (other than the issuance of common units upon exercise by the underwriters of their option, or the expiration of the option, to purchase
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additional common units, the issuance of common units in connection with a reset of the incentive distribution target levels or the issuance of common units upon conversion of outstanding partnership interests), our general partner will be entitled, but not required, to make additional capital contributions to the extent necessary to maintain its 2.0% general partner interest in us. Our general partner's 2.0% interest in us will be reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 2.0% general partner interest. Moreover, our general partner will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units, subordinated units or other partnership interests or to make additional capital contributions to us whenever, and on the same terms that, we issue partnership interests to persons other than our general partner and its affiliates, to the extent necessary to maintain the percentage interest of our general partner and its affiliates, including such interest represented by common and subordinated units, that existed immediately prior to each issuance. The common unitholders will not have preemptive rights under our partnership agreement to acquire additional common units or other partnership interests.

 Amendment of the Partnership Agreement
General
        Amendments to our partnership agreement may be proposed only by our general partner. However, our general partner will have no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in the best interests of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner is required to seek written approval of the holders of the number of units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.
Prohibited Amendments
        No amendment may be made that would:
•
enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or 

•
enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld in its sole discretion.
        The provision of our partnership agreement preventing the amendments having the effects described in the clauses above can be amended upon the approval of the holders of at least 90.0% of the outstanding units, voting as a single class (including units owned by our general partner and its affiliates). Upon completion of the offering, Enterprises will own approximately         % of our outstanding common units and all of our subordinated units.
No Unitholder Approval
        Our general partner may generally make amendments to our partnership agreement without the approval of any limited partner to reflect:
•
a change in our name, the location of our principal place of business, our registered agent or our registered office;
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•
the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement; 

•
a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or other entity in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; 

•
an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940 or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; 

•
an amendment that our general partner determines to be necessary or appropriate in connection with authorization or issuance of additional partnership interests; 

•
any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone; 

•
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement; 

•
any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our partnership agreement; 

•
a change in our fiscal year or taxable year and any other changes that our general partner determines to be necessary or appropriate as a result of such change; 

•
conversions into, mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the conversion, merger or conveyance other than those it receives by way of the conversion, merger or conveyance; or 

•
any other amendments substantially similar to any of the matters described in the clauses above.
        In addition, our general partner may make amendments to our partnership agreement, without the approval of any limited partner, if our general partner determines that those amendments:
•
do not adversely affect the limited partners, considered as a whole, or any particular class of limited partners, in any material respect; 

•
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; 

•
are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading; 

•
are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or 

•
are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.
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Opinion of Counsel and Unitholder Approval
        Any amendment that our general partner determines adversely affects in any material respect one or more particular classes of limited partners will require the approval of at least a majority of the class or classes so affected, but no vote will be required by any class or classes of limited partners that our general partner determines are not adversely affected in any material respect. Any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected. Any amendment that would reduce the voting percentage required to take any action other than to remove the general partner or call a meeting of unitholders is required to be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced. Any amendment that would increase the percentage of units required to remove the general partner or call a meeting of unitholders must be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute not less than the percentage sought to be increased. For amendments of the type not requiring unitholder approval, our general partner will not be required to obtain an opinion of counsel that an amendment will neither result in a loss of limited liability to the limited partners nor result in our being treated as a taxable entity for U.S. federal income tax purposes in connection with any of the amendments. No other amendments to our partnership agreement will become effective without the approval of holders of at least 90% of the outstanding units, voting as a single class, unless we first obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our limited partners.

 Merger, Consolidation, Conversion, Sale or Other Disposition of Assets
        A merger, consolidation or conversion of us requires the prior consent of our general partner. However, our general partner will have no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interest of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing.
        In addition, our partnership agreement generally prohibits our general partner, without the prior approval of the holders of a unit majority, from causing us to sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination. Our general partner may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without such approval. Our general partner may also sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without such approval. Finally, our general partner may consummate any merger with another limited liability entity without the prior approval of our unitholders if we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability and tax matters, the transaction would not result in an amendment to the partnership agreement (requiring unitholder approval, each of our units will be an identical unit of our partnership following the transaction and the partnership interests to be issued do not exceed 20% of our outstanding partnership interests (other than incentive distribution rights) immediately prior to the transaction. If the conditions specified in our partnership agreement are satisfied, our general partner may convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our subsidiaries into, or convey all of our assets to, a newly formed entity, if the sole purpose of that conversion, merger or conveyance is to effect a mere change in our legal form into another limited liability entity, we have received an opinion of counsel regarding limited liability and tax matters and the governing instruments of the new entity provide the limited partners and our general partner with the same rights and obligations as contained in our partnership agreement. Our unitholders are not entitled to dissenters' rights of appraisal under our partnership agreement or applicable Delaware
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law in the event of a conversion, merger or consolidation, a sale of substantially all of our assets or any other similar transaction or event.

 Dissolution
        We will continue as a limited partnership until dissolved under our partnership agreement. We will dissolve upon:
•
the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority; 

•
there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law; 

•
the entry of a decree of judicial dissolution of our partnership; or 

•
the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or its withdrawal or removal following the approval and admission of a successor.
        Upon a dissolution under the last clause above, the holders of a unit majority may also elect, within 90 days thereafter, to continue our business on the same terms and conditions described in our partnership agreement by appointing as a successor general partner an individual or entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that:
•
the action would not result in the loss of limited liability under Delaware law of any limited partner; and 

•
neither we nor any of our subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).

 Liquidation and Distribution of Proceeds
        Upon our dissolution, unless our business is continued, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner that are necessary or appropriate, dispose of our assets and apply the proceeds of the liquidation as described in "How We Make Distributions to Our Partners—Distributions of Cash Upon Liquidation." The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners.

 Withdrawal or Removal of Our General Partner
        Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to September 30, 2023 without obtaining the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, and furnishing an opinion of counsel regarding limited liability and tax matters. On or after September 30, 2023, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days' written notice, and that withdrawal will not constitute a violation of our partnership agreement. Notwithstanding the information above, our general partner may withdraw without unitholder approval upon 90 days' notice to the limited partners if at least 50% of the outstanding common units are held or controlled by one person and its affiliates, other than our general partner and its affiliates. In addition, our partnership agreement permits our general partner, in
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some instances, to sell or otherwise transfer all of its general partner interest in us without the approval of the unitholders. Please read "—Transfer of General Partner Interest."
        If our general partner gives notice of withdrawal, the holders of a unit majority may, prior to the effective date of such withdrawal, appoint a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, the holders of a unit majority agree in writing to continue our business and to appoint a successor general partner. Please read "—Dissolution."
        Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 66 2 / 3 % of the outstanding units, voting together as a single class, including units held by our general partner and its affiliates, and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a separate class, and the outstanding subordinated units, voting as a separate class. The ownership of more than 33 1 / 3 % of the outstanding units by our general partner and its affiliates gives them the ability to prevent our general partner's removal. At the closing of this offering, Enterprises will own        % of our outstanding common units and all of our subordinated units.
        Our partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by the general partner and its affiliates are not voted in favor of that removal:
•
the subordination period will end and all outstanding subordinated units will immediately and automatically convert into common units on a one-for-one basis, provided (1) neither such person nor any of its affiliates voted any of its units in favor of the removal and (2) such person is not an affiliate of the successor general partner; and 

•
if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end.
        In the event of the removal of our general partner under circumstances where cause exists or withdrawal of our general partner where that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner interest and incentive distribution rights of the departing general partner and its affiliates for a cash payment equal to the fair market value of those interests. Under all other circumstances where our general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest and the incentive distribution rights of the departing general partner and its affiliates for fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached within 30 days after the effective date of such departing general partner's withdrawal or removal, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert within 45 days after the effective date of such withdrawal or removal, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.
        If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner's general partner interest and all its and its affiliates' incentive distribution rights will automatically convert into common units equal to the fair market value of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.
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        In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, all employee-related liabilities, including severance liabilities, incurred in connection with the termination of any employees employed for our benefit by the departing general partner or its affiliates.

 Transfer of General Partner Interest
        At any time, our general partner may transfer all or any of its general partner interest to another person without the approval of any limited partner or any other person. As a condition of this transfer, the transferee must, among other things, assume the rights and duties of our general partner, agree to be bound by the provisions of our partnership agreement and furnish an opinion of counsel regarding limited liability and tax matters.

 Transfer of Ownership Interests in the General Partner
        At any time, Enterprises and its affiliates may sell or transfer all or part of its ownership interests in our general partner to an affiliate or third-party without the approval of our unitholders.

 Transfer of Incentive Distribution Rights
        At any time, our general partner may sell or transfer its incentive distribution rights without the approval of any limited partner or any other person.

 Transfer of Limited Partner Interests
        By acceptance of any limited partner interests pursuant to a transfer in accordance with our partnership agreement, each transferee of a limited partner interest will be admitted as a limited partner with respect to the limited partner interest so transferred when such transfer and admission is reflected in our books and records. Each transferee:
•
represents that the transferee has the capacity, power and authority to become bound by our partnership agreement; 

•
automatically becomes bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and 

•
gives the consents, waivers and approvals contained in our partnership agreement, such as the approval of all transactions and agreements we are entering into in connection with our formation and this offering.
        Our general partner will cause any transfers to be recorded on our books and records.
        We may, at our discretion, treat the nominee holder of limited partner interests as the absolute owner. In that case, the beneficial holder's rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.
        Limited partner interests are securities and any transfers are subject to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a limited partner for the transferred limited partner interests.
        Until a limited partner interest has been transferred on our books, we and the transfer agent may treat the record holder of the interest as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.
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 Change of Management Provisions
        Our partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove OCI GP as our general partner or from otherwise changing our management. Please read "—Withdrawal or Removal of Our General Partner" for a discussion of certain consequences of the removal of our general partner. If any person or group, other than our general partner and its affiliates, acquires beneficial ownership of 20% or more of any class of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply in certain circumstances. Please read "—Meetings; Voting."
        Our partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:
•
the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; 

•
any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and 

•
our general partner will have the right to convert its general partner units and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests as of the effective date of its removal.

 Limited Call Right
        If at any time our general partner and its affiliates own more than 80% of the total limited partner interests of any class then outstanding, our general partner will have the right, which it may assign and transfer in whole or in part to any of its affiliates or beneficial owners or to us, exercisable at its option to purchase all, but not less than all, of the limited partner interests of the class then outstanding held by unaffiliated persons, as of a record date to be selected by our general partner, on at least 10, but not more than 90, days' notice. The purchase price in the event of this purchase is the greater of:
•
the highest cash price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and 

•
the average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.
        As a result of our general partner's right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at an undesirable time or at a price that may be lower than market prices at various times prior to such purchase or lower than a unitholder may anticipate the market price to be in the future. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of his common units in the market. Please read "Material U.S. Federal Income Tax Consequences—Disposition of Units."

 Meetings; Voting
        Except as described below regarding a person or group owning 20% or more of any class of units then outstanding, record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.
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        Our general partner does not anticipate that any meeting of our unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take that action at a meeting. Meetings of the limited partners may be called by our general partner or by unitholders owning at least 20% of the outstanding units of the class or classes for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum, unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage.
        Each record holder of a unit has a vote according to his percentage interest in us, although additional limited partner interests having special voting rights could be issued. Please read "The Partnership Agreement—Issuance of Additional Interests." However, if at any time any person or group, other than our general partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates and purchasers specifically approved by our general partner, acquires, in the aggregate, beneficial ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise. Except as our partnership agreement otherwise provides, subordinated units will vote together with common units, as a single class.
        Any notice, demand, request, report or proxy material required or permitted to be given or made to record common unitholders under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

 Status as Limited Partner
        By transfer of common units in accordance with our partnership agreement, each transferee of common units shall be admitted as a limited partner with respect to the common units transferred when such transfer and admission are reflected in our books and records. Except as described under "—Limited Liability," the common units will be fully paid, and unitholders will not be required to make additional contributions.

 Indemnification
        Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:
•
our general partner; 

•
any departing general partner; 

•
any person who is or was an affiliate of our general partner or any departing general partner; 

•
any person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of our partnership, our subsidiaries, our general partner, any departing general partner or any of their affiliates; 

•
any person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, general partner,
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director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to us or our subsidiaries; and
•
any person designated by our general partner.
        Any indemnification under these provisions will only be out of our assets. Unless our general partner otherwise agrees, it will not be personally liable for, or have any obligation to contribute or lend funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.

 Reimbursement of Expenses
        Our partnership agreement requires us to reimburse our general partner and its affiliates for all direct and indirect expenses they incur or payments they make on our behalf and all other expenses allocable to us or otherwise incurred by our general partner and its affiliates in connection with operating our business. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and its affiliates may be reimbursed. These expenses may include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates. Our general partner is entitled to determine in good faith the expenses that are allocable to us.

 Books and Reports
        Our general partner is required to keep appropriate books of our business at our principal offices. These books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and fiscal reporting purposes, our fiscal year is the calendar year.
        We will furnish or make available to record holders of our common units, within 105 days after the close of each fiscal year, an annual report containing audited consolidated financial statements and a report on those consolidated financial statements by our independent public accountants. Except for our fourth quarter, we will also furnish or make available summary financial information within 50 days after the close of each quarter. We will be deemed to have made any such report available if we file such report with the SEC on EDGAR or make the report available on our or the SEC's website.
        We will furnish each record holder with information reasonably required for federal and state tax reporting purposes within 90 days after the close of each calendar year. This information is expected to be furnished in summary form so that some complex calculations normally required of partners can be avoided. Our ability to furnish this summary information to our unitholders will depend on their cooperation in supplying us with specific information. Every unitholder will receive information to assist him in determining his federal and state tax liability and in filing his federal and state income tax returns, regardless of whether he supplies us with the necessary information.

 Right to Inspect Our Books and Records
        Our partnership agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at his own expense, have furnished to him:
•
a current list of the name and last known business, residence or mailing address of each partner; 

•
information as to the amount of cash, and a description and statement of the agreed value of any other capital contribution, contributed or to be contributed by each partner and the date on which each became a partner;
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•
copies of our partnership agreement, our certificate of limited partnership and related amendments thereto; and 

•
certain information regarding the status of our business and financial condition.
        Under our partnership agreement, however, each of our limited partners and other persons who acquire interests in our partnership interests, do not have rights to receive information from us or any of the persons we indemnify as described above under "—Indemnification" for the purpose of determining whether to pursue litigation or assist in pending litigation against us or those indemnified persons relating to our affairs, except pursuant to the applicable rules of discovery relating to the litigation commenced by the person seeking information.
        Our general partner may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes in good faith is not in our best interests or that we are required by law or by agreements with third parties to keep confidential.

 Registration Rights
        Under our partnership agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws any common units, subordinated units or other limited partner interests proposed to be sold by our general partner or any of its affiliates or their assignees if an exemption from the registration requirements of the Securities Act is not otherwise available. These registration rights continue for two years following any withdrawal or removal of our general partner. We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions on registrable securities and fees and expenses of counsel and advisors to selling holders.
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 UNITS ELIGIBLE FOR FUTURE SALE
        After the sale of the common units offered by this prospectus and assuming that the underwriters do not exercise their option to purchase additional common units, our general partner and its affiliates, including our sponsor, will own an aggregate of            common units and                    subordinated units. All of the subordinated units will convert into common units at the end of the subordination period. All of the common units and subordinated units held by OCI Holdings are subject to the lock-up restrictions described below. The sale of these units could have an adverse impact on the price of the common units or on any trading market that may develop.

 Rule 144
        The                    common units sold in this offering will generally be freely transferable without restriction or further registration under the Securities Act. Any common units held by an "affiliate" of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 under the Securities Act or otherwise. Rule 144 permits securities acquired by an affiliate of the issuer to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:
•
1% of the total number of the common units outstanding, which will equal approximately                        units immediately after this offering; or 

•
the average weekly reported trading volume of our common units for the four calendar weeks prior to the sale.
        At the closing of this offering, the following common units will be restricted and may not be resold publicly except in compliance with the registration requirements of the Securities Act, Rule 144 or otherwise:
•
common units owned by our sponsor and its affiliates; and 

•
any units acquired by any of our affiliates.
        Sales under Rule 144 are also subject to specific manner of sale provisions, holding period requirements, notice requirements and the availability of current public information about us. A person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned his common units for at least six months (provided we are in compliance with the current public information requirement) or one year (regardless of whether we are in compliance with the current public information requirement), would be entitled to sell those common units under Rule 144 without regard to the public information requirements, volume limitations, manner of sale provisions and notice requirements of Rule 144.

 Our Partnership Agreement and Registration Rights
        Our partnership agreement provides that we may issue an unlimited number of limited partner interests of any type without a vote of the unitholders at any time. Any issuance of additional common units or other equity interests would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely affect the cash distributions to and market price of, common units then outstanding. Please read "The Partnership Agreement—Issuance of Additional Interests."
        Under our partnership agreement, our general partner and its affiliates will have the right to cause us to register under the Securities Act and applicable state securities laws the offer and sale of any units that they hold, which, immediately after this offering, will equal            common units and            subordinated units. Subject to the terms and conditions of our partnership agreement, these registration rights allow our general partner and its affiliates or their assignees holding any units or other
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partnership securities to require registration of any of these units or other partnership securities and to include any of these units in a registration by us of other units, including units offered by us or by any unitholder. Our general partner and its affiliates will continue to have these registration rights for two years following its withdrawal or removal as our general partner. In connection with any registration of this kind, we will indemnify each unitholder participating in the registration and its officers, directors, and controlling persons from and against any liabilities under the Securities Act or any applicable state securities laws arising from the registration statement or prospectus. We will bear all costs and expenses incidental to any registration, excluding any underwriting discounts. Except as described below, our general partner and its affiliates may sell their units in private transactions at any time, subject to compliance with applicable laws.

 Lock-Up Agreements
        We, our general partner, our general partner's officers, directors and equity holders, our affiliates, including OCI Holdings, OCI Company and Enterprises, and their officers, directors and equity holders, have agreed with the underwriters not to sell or offer to sell any common units they beneficially own for a period of 180 days from the date of this prospectus. Please read "Underwriting" for a description of these lock-up provisions.
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 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
        This section sets forth the material U.S. federal income tax consequences to prospective unitholders and is based upon current provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury regulations thereunder, or the Treasury Regulations, and current administrative rulings and pronouncements, and court decisions, all of which are subject to change or differing interpretations, possibly with retroactive effect. Changes in these authorities may cause the U.S. federal income tax consequences to a prospective unitholder of an investment in the common units to vary substantially from those described below. Unless the context otherwise requires, references in this section to "we" or "us" refer to OCI Resources LP and its subsidiaries.
        Legal conclusions contained in this section, unless otherwise noted, are the opinion of Dechert LLP and are based on the accuracy of representations made by us to them for this purpose. This section generally applies only to our unitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes), who purchase units in this offering, who do not materially participate in the conduct of our business activities and who hold such units as capital assets. It does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to each of our particular unitholders in light of the unitholder's circumstances (for example, unitholders subject to the alternative minimum tax or whose functional currency is not the U.S. dollar). This section is not intended to be wholly applicable to all categories of unitholders, some of which may be subject to special rules (such as corporations, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), estates, trusts, non-resident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, non-U.S. persons, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, real estate investment trusts, insurance companies, "expatriated entities," certain former citizens or residents of the United States, tax-deferred or other retirement accounts (including individual retirement accounts, or IRAs), employee benefit plans, unitholders who hold common units as part of a hedging, conversion or integrated transaction or a straddle, or unitholders deemed to sell common units under the constructive sale provisions of the Code). The U.S. federal income tax laws are complex, and their impact can vary based upon the individual's particular circumstances. Accordingly, we encourage each unitholder to consult the unitholder's own tax advisor in analyzing the U.S. federal, state, local and non-U.S. tax consequences particular to that unitholder resulting from ownership or disposition of common units and potential changes in applicable tax laws.
        We are relying on the opinion and advice of Dechert LLP with respect to the matters described in this section. An opinion of counsel represents only that counsel's best legal judgment. There can be no assurances that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences described herein. Accordingly, the opinions and statements made in this section may not be sustained by a court if contested by the IRS. Any such contest of the matters described in this section may materially and adversely impact the market for our common units and the prices at which our common units trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.
        For the reasons described below, Dechert LLP has not rendered an opinion with respect to the following U.S. federal income tax issues: (1) the treatment of a unitholder whose common units are the subject of a securities loan (e.g., a loan to a short seller to cover a short sale of units) (please read "—Tax Consequences of Unit Ownership—Treatment of Securities Loans"); (2) whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read "—Disposition of Units—Allocations Between Transferors and Transferees"); and (3) whether our method for taking into account Section 743 adjustments is sustainable in certain cases
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(please read "—Tax Consequences of Unit Ownership—Section 754 Election" and "—Uniformity of Units").

 Taxation of the Partnership
Partnership Status
        A partnership is not a taxable entity for U.S. federal income tax purposes and incurs no U.S. federal income tax liability. Instead, as described below, each of our unitholders will take into account its respective share of our items of income, gain, loss and deduction in computing its U.S. federal income tax liability as if the unitholder had earned such income directly, even if we make no cash distributions to the unitholder.
        Section 7704 of the Code provides that publicly traded partnerships will be treated as corporations for U.S. federal income tax purposes unless 90% or more of a partnership's gross income for every taxable year it is considered a publicly traded partnership consists of "qualifying income," or the Qualifying Income Exception, in which case the partnership may continue to be treated as a partnership for U.S. federal income tax purposes. Qualifying income includes (1) income and gains derived from the exploration, development, mining or production, processing, refining, transportation, and marketing of any mineral or natural resource (such as the sale of soda ash), (2) interest (other than from a financial business), (3) dividends, (4) gains from the sale of real property and (5) gains from the sale or other disposition of capital assets held for the production of qualifying income. We estimate that more than 90% of our current gross income is qualifying income. We estimate that less than 5% of our current gross income is not qualifying income; however, this estimate could change from time to time.
        Based upon factual representations made by us and our general partner regarding the composition of our income and the other representations set forth below, Dechert LLP is of the opinion that we and each of our operating subsidiaries will be treated as a partnership for U.S. federal income tax purposes. In rendering its opinion, Dechert LLP has relied on factual representations made by us and our general partner. The representations made by us and our general partner upon which Dechert LLP has relied include:
        (a)   neither we nor any of our operating subsidiaries has elected to be treated as an association taxable as a corporation for U.S. federal income tax purposes; and
        (b)   for each taxable year, including the year of our initial public offering, more than 90% of our gross income will be income of a character that Dechert LLP has opined is "qualifying income" within the meaning of Section 7704(d) of the Code.
        We believe that these representations are true and will be true in the future.
        If we fail to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which case the IRS may also require us to make adjustments with respect to our unitholders or pay other amounts), we will be treated as transferring all of our assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which we fail to meet the Qualifying Income Exception, in return for stock in that corporation and then as distributing that stock to our unitholders in liquidation. This deemed contribution and liquidation should not result in the recognition of taxable income by our unitholders or us for U.S. federal income tax purposes so long as our liabilities do not exceed the tax basis of our assets. Thereafter, we would be treated as an association taxable as a corporation for U.S. federal income tax purposes.
        The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation
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at any time, possibly with retroactive effect. For example, from time to time, members of the U.S. Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. We are unable to predict whether any such changes will ultimately be enacted. However, it is possible that a change in law could affect us and may be applied retroactively. Any such changes could negatively impact the value of an investment in our common units.
        If for any reason we are taxable as a corporation for U.S. federal income tax purposes in any taxable year, our items of income, gain, loss and deduction would be taken into account by us in determining the amount of our liability for U.S. federal income tax, rather than being passed through to our unitholders. Our taxation as a corporation would materially reduce the cash available for distribution to unitholders and thus would likely reduce the value of our common units substantially. Any distribution made to a unitholder at a time we are treated as a corporation would be (1) a taxable dividend to the extent of our current or accumulated earnings and profits, then (2) a nontaxable return of capital to the extent of the unitholder's tax basis in its units and then (3) taxable capital gain.
        The remainder of this discussion assumes that we will be treated as a partnership for U.S. federal income tax purposes.
Entity-Level Taxation
        Even though we (as a partnership for U.S. federal income tax purposes) are not subject to U.S. federal income tax, we may elect to conduct some portion of our operations through corporate subsidiaries. Such subsidiaries would be subject to corporate-level tax, which would reduce the cash otherwise available for distribution to us and, in turn, to our unitholders. Moreover, some of our subsidiaries and operations may be subject to income and other taxes in the jurisdictions in which they are organized or from which they receive income. Such taxation will reduce the amount of cash we have available for distribution to unitholders.

 Tax Consequences of Unit Ownership
Limited Partner Status
        Unitholders who are admitted as limited partners of the partnership, as well as unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of common units, will be treated as partners of the partnership for U.S. federal income tax purposes. For a discussion related to the risks of losing partner status as a result of securities loans, please read "—Tax Consequences of Unit Ownership—Treatment of Securities Loans." Unitholders who are not treated as partners of the partnership as described above are urged to consult their own tax advisors with respect to the tax consequences applicable to them under the circumstances.
Flow-Through of Taxable Income
        Subject to the discussion below under "—Tax Consequences of Unit Ownership—Entity-Level Collections of Unitholder Taxes" with respect to payments we may be required to make on behalf of our unitholders, and aside from any taxes paid by our corporate subsidiaries (please read "—Taxation of the Partnership—Entity-Level Taxation" above), we will not pay any U.S. federal income tax. Rather, each unitholder will be required to report on its U.S. federal income tax return for each taxable year its share of our income, gains, losses and deductions for our taxable year or years ending with or within the unitholder's taxable year. Consequently, we may allocate income to a unitholder even if that unitholder has not received a cash distribution.
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Basis of Units
        A unitholder's tax basis in its units initially will be the amount paid for those units plus the unitholder's share of our liabilities. Subsequent basis adjustments include (1) increases by the unitholder's share of our income and any increases in such unitholder's share of our liabilities, and (2) decreases, but not below zero, by the amount of all distributions, the unitholder's share of our losses, any decreases in its share of our liabilities, and by the unitholder's share of our expenditures that are not deductible in computing taxable income and are not required to be capitalized.
Ratio of Taxable Income to Distributions
        We estimate that a purchaser of common units in this offering who owns those units from the date of closing through the record date for distributions for the period ending December 31, 2016, will be allocated, on a cumulative basis, an amount of U.S. federal taxable income that will be        % or less of the cash distributed with respect to that period. For later periods, the taxable income allocated to you will increase substantially as compared to cash distributions to you, possibly exceeding cash distributions to you. These estimates are based upon the assumption that earnings from operations will approximate the amount required to make the minimum quarterly distribution on all units and other assumptions with respect to capital expenditures, cash flow, net working capital and anticipated cash distributions. These estimates and assumptions are subject to numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond our control. Further, the estimates are based on current tax law and tax reporting positions that we will adopt and with which the IRS could disagree. Accordingly, we cannot assure that these estimates will prove to be correct, and our counsel has not opined on the accuracy of such estimates. The actual ratio of taxable income to cash distributions could be higher or lower than expected, and any differences could be material and could affect the value of units. For example, the ratio of taxable income to cash distributions to a purchaser of units in this offering would be higher, and perhaps substantially higher, than our estimate with respect to the period described above if:
•
the earnings from operations exceeds the amount required to make minimum quarterly distributions on all common units, yet we only distribute the minimum quarterly distribution on all units; or 

•
we make a future offering of common units and use the proceeds of the offering in a manner that does not produce additional deductions during the period described above, such as to repay indebtedness outstanding at the time of such offering or to acquire property that is not eligible for depreciation or amortization for U.S. federal income tax purposes or that is depreciable or amortizable at a rate significantly slower than the rate applicable to our assets at the time of this offering.
Treatment of Distributions
        Distributions made by us to a unitholder will not be taxable to the unitholder, unless such distributions exceed the unitholder's tax basis in its common units, in which case the unitholder will recognize gain taxable in the manner described below under "—Disposition of Units."
        Any reduction in a unitholder's share of our liabilities will be treated as a distribution by us of cash to that unitholder. A decrease in a unitholder's percentage interest in us because of our issuance of additional units may decrease the unitholder's share of our liabilities. For purposes of this analysis, a unitholder's share of our nonrecourse liabilities (liabilities for which no partner bears the economic risk of loss) will be based upon that unitholder's share of the unrealized appreciation (or depreciation) in our assets, to the extent of such appreciation (or depreciation), with any excess liabilities allocated based on the unitholder's share of our profits. Please read "Disposition of Units."
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        A non-pro rata distribution of money or property (including a deemed distribution as a result of the reduction in a unitholder's share of our liabilities as described above) may cause a unitholder to recognize ordinary income, if the distribution reduces the unitholder's share of our "unrealized receivables," including depreciation, depletion and certain other expense recapture and substantially appreciated "inventory items," both as defined in Section 751 of the Code, or Section 751 Assets. To the extent of such reduction, the unitholder would be deemed to receive its proportionate share of the Section 751 Assets and exchange such assets with us in return for a portion of the non-pro rata distribution.
Limitations on Deductibility of Losses
        A unitholder may not be entitled to deduct the full amount of loss we allocate to it because its share of our losses will be limited to the lesser of (1) the unitholder's tax basis in its common units and (2) in the case of a unitholder that is an individual, estate, trust or a certain type of closely held corporations, the amount for which the unitholder is considered to be "at risk" with respect to our activities. In general, a unitholder will be at risk to the extent of its tax basis in its common units, reduced by (1) any portion of that basis attributable to the unitholder's share of our liabilities, (2) any portion of that basis representing amounts otherwise protected against loss because of a guarantee, stop loss agreement or similar arrangement and (3) any amount of money the unitholder borrows to acquire or hold its units, if the lender of those borrowed funds owns an interest in us, is related to another unitholder or can look only to the units for repayment. A unitholder subject to the at risk limitation must recapture losses deducted in previous years to the extent that distributions (including distributions deemed to result from a reduction in a unitholder's share of nonrecourse liabilities) cause the unitholder's at risk amount to be less than zero at the end of any taxable year.
        Losses disallowed to a unitholder or recaptured as a result of the basis or at risk limitations will carry forward and will be allowable as a deduction in a later year to the extent that the unitholder's tax basis or at risk amount, whichever is the limiting factor, is subsequently increased. Upon a taxable disposition of common units, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at risk limitation but not losses suspended by the basis limitation. Any loss previously suspended by the at risk limitation in excess of that gain can no longer be used.
        In addition to the basis and at risk limitations, a passive activity loss limitation limits the deductibility of losses incurred by individuals, estates, trusts, some closely held corporations and personal service corporations from "passive activities" (including trade or business activities in which the taxpayer does not materially participate). The passive loss limitations are applied separately with respect to each publicly traded partnership. Consequently, any passive losses we generate will be available to offset only passive income generated by us and will not be available to offset a unitholder's salary or active business income. Passive losses that exceed a unitholder's share of passive income we generate may be deducted in full when the unitholder disposes of all of its units in a fully taxable transaction with an unrelated party. The passive loss rules are applied after other applicable limitations on deductions, including the at risk and basis limitations.
Limitations on Interest Deductions
        The deductibility of a non-corporate taxpayer's "investment interest expense" is limited to the amount of that taxpayer's "net investment income." Investment interest expense includes:
•
interest on indebtedness properly allocable to property held for investment; 

•
interest expense allocated against portfolio income; and 

•
the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent allocable against portfolio income.
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        The computation of a unitholder's investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses other than interest directly connected with the production of investment income. Net investment income generally does not include qualified dividend income (if applicable) or gains attributable to the disposition of property held for investment. A unitholder's share of a publicly traded partnership's portfolio income and, according to the IRS, net passive income will be treated as investment income for purposes of the investment interest expense limitation.
Entity-Level Collections of Unitholder Taxes
        If we are required or elect under applicable law to pay any U.S. federal, state, local or non-U.S. tax on behalf of any current or former unitholder or our general partner, we are authorized to treat the payment as a distribution of cash to the relevant unitholder or general partner. Where the tax is payable on behalf of all unitholders or we cannot determine the specific unitholder on whose behalf the tax is payable, we are authorized to treat the payment as a distribution to all current unitholders. We are authorized to amend our partnership agreement in the manner necessary to maintain uniformity of intrinsic tax characteristics of units and to adjust later distributions, so that after giving effect to these distributions, the priority and characterization of distributions otherwise applicable under our partnership agreement is maintained as nearly as is practicable. Payments by us as described above could give rise to an overpayment of U.S. federal income tax on behalf of a unitholder, in which event the unitholder may be entitled to claim a refund of the overpayment amount. Unitholders are urged to consult their own tax advisors to determine the consequences to them of any tax payment we make on their behalf.
Allocation of Income, Gain, Loss and Deduction
        In general, if we have a net profit, our items of income, gain, loss and deduction will be allocated amongst our unitholders in accordance with their percentage interests in us. If we have a net loss, our items of income, gain, loss and deduction will be allocated first among our unitholders in accordance with their percentage interests in us, to the extent of their positive capital accounts, and thereafter to our general partner. At any time that distributions are made with respect to common units and not with respect to subordinated units, or that incentive distributions are made to the general partner, gross income will be allocated to the recipients to the extent of such distributions.
        Specified items of our income, gain, loss and deduction will be allocated under Section 704(c) of the Code (or the principles of Section 704(c) of the Code) to account for any difference between the tax basis and fair market value of our assets at the time such assets are contributed to us and at the time of any subsequent offering of our units, or a Book-Tax Disparity. As a result, the U.S. federal income tax burden associated with any Book-Tax Disparity immediately prior to an offering will be borne by our partners holding interests in us prior to such offering. In addition, items of recapture income will be specially allocated to the extent possible to the unitholder who was allocated the deduction giving rise to that recapture income in order to minimize the recognition of ordinary income by other unitholders. Finally, although we do not expect that our operations will result in the creation of negative capital accounts, if negative capital accounts nevertheless result, items of our income and gain will be allocated in an amount and manner sufficient to eliminate the negative balance as quickly as possible.
        An allocation of items of our income, gain, loss or deduction, other than an allocation required by the Code to eliminate a Book-Tax Disparity, will be given effect for U.S. federal income tax purposes in determining a partner's share of an item of income, gain, loss or deduction if the allocation has "substantial economic effect." In any other case, a partner's share of an item will be determined on the
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basis of the partner's interest in us, which will be determined by taking into account all the facts and circumstances, including (1) his relative contributions to us, (2) the interests of all the partners in profits and losses, (3) the interest of all the partners in cash flow and (4) the rights of all the partners to distributions of capital upon liquidation. Dechert LLP is of the opinion that, with the exception of the issues described in "—Tax Consequences of Unit Ownership—Section 754 Election" and "—Disposition of Units—Allocations Between Transferors and Transferees," allocations under our partnership agreement will be given effect for U.S. federal income tax purposes in determining a partner's share of an item of income, gain, loss or deduction.
Treatment of Securities Loans
        A unitholder whose common units are loaned (for example, a loan to a "short seller" to cover a short sale of common units) may be treated as having disposed of those common units. If so, such unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition. As a result, during this period (1) any of our income, gain, loss or deduction allocated to those common units would not be reportable by the lending unitholder and (2) any cash distributions received by the unitholder as to those common units may be treated as ordinary taxable income.
        Due to a lack of controlling authority, Dechert LLP has not rendered an opinion regarding the tax treatment of a unitholder that enters into a securities loan with respect to its units. Unitholders desiring to assure their status as partners and avoid the risk of income recognition from a loan of their units are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing and lending their units. The IRS has announced that it is studying issues relating to the tax treatment of short sales of partnership interests. Please read "—Disposition of Units—Recognition of Gain or Loss."
Tax Rates
        Beginning January 1, 2013, the highest marginal U.S. federal income tax rates for individuals applicable to ordinary income and long-term capital gains (including, gains from the sale or exchange of certain investment assets held for more than one year) are 39.6% and 20%, respectively. However, these rates are subject to change by new legislation at any time.
        In addition, a 3.8% Medicare tax on certain net investment income earned by individuals, estates, and trusts applies for taxable years beginning after December 31, 2012. For these purposes, net investment income includes a unitholder's allocable share of our income and gain realized by a unitholder from a sale of common units. In the case of an individual, the tax will be imposed on the lesser of (1) the unitholder's net investment income from all investments or (2) the amount by which the unitholder's modified adjusted gross income exceeds $250,000 (if the unitholder is married and filing jointly or a surviving spouse), $125,000 (if married filing separately) or $200,000 (in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (1) undistributed net investment income or (2) the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins.
Section 754 Election
        We intend to make the election permitted by Section 754 of the Code that permits us to adjust the tax bases in our assets as to specific purchasers of our units under Section 743(b) of the Code. The Section 743(b) adjustment separately applies to each purchaser of units based upon the values and bases of our assets at the time of the relevant purchase, and the adjustment will reflect the purchase price paid. The Section 743(b) adjustment does not apply to a person who purchases units directly from us, including a purchaser of units in this offering.
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        The IRS may challenge the positions we adopt with respect to depreciating or amortizing the Section 743(b) adjustment we take to preserve the uniformity of common units due to lack of controlling authority. Because a unitholder's tax basis for its common units is reduced by its share of our items of deduction or loss, any position we take that understates deductions will overstate a unitholder's basis in its common units, and may cause the unitholder to understate gain or overstate loss on any sale of such common units. Please read "—Disposition of Units—Recognition of Gain or Loss." If a challenge to such treatment were sustained, the gain from the sale of common units may be increased without the benefit of additional deductions.
        The calculations involved in the Section 754 election are complex and will be made on the basis of assumptions as to the value of our assets and other matters. The timing of deductions attributable to a Section 743(b) adjustment to our common basis will depend upon a number of factors, including the nature of the assets to which the adjustment is allocable, the extent to which the adjustment offsets any Section 704(c) type gain or loss with respect to an asset and certain elections we make as to the manner in which we apply Section 704(c) principles with respect to an asset with respect to which the adjustment is allocable. The IRS could seek to reallocate some or all of any Section 743(b) adjustment we allocated to our assets subject to depreciation to goodwill or nondepreciable assets. Goodwill, as an intangible asset, is nonamortizable or amortizable over a longer period of time or under a less accelerated method than our tangible assets. We cannot assure any unitholder that the IRS will not successfully challenge the determinations we make or that the IRS will not reduce or disallow altogether any resulting deductions. Should the IRS require a different tax basis adjustment to be made, and should, in our opinion, the expense of compliance exceed the benefit of the election, we may seek permission from the IRS to revoke our Section 754 election. If the IRS grants such permission, a subsequent purchaser of units may be allocated more income than it would have been allocated had the election not been revoked.

 Tax Treatment of Operations
Accounting Method and Taxable Year
        We will use the calendar year ending December 31 as our taxable year and the accrual method of accounting for U.S. federal income tax purposes. Each unitholder will be required to include in income its share of our income, gain, loss and deduction for each taxable year ending within or with its taxable year. In addition, a unitholder who has a taxable year ending on a date other than December 31 and who disposes of all of its common units following the close of our taxable year but before the close of its taxable year must include its share of our income, gain, loss and deduction in income for its taxable year. As a result, such unitholder will be required to include in income for its taxable year its share of more than one year of our income, gain, loss and deduction. Please read "—Disposition of Units—Allocations Between Transferors and Transferees."
Tax Basis, Depreciation and Amortization
        The tax basis of our assets will be used for purposes of computing depreciation and cost recovery deductions and, ultimately, gain or loss on the disposition of these assets. If we dispose of depreciable property by sale, foreclosure or otherwise, all or a portion of any gain, determined by reference to the amount of depreciation deductions previously taken, may be subject to the recapture rules and taxed as ordinary income rather than capital gain. Similarly, a unitholder who has taken cost recovery or depreciation deductions with respect to property we own will likely be required to recapture some or all of those deductions as ordinary income upon a sale of its interest in us. Please read "—Tax Consequences of Unit Ownership—Allocation of Income, Gain, Loss and Deduction" and "—Disposition of Units—Recognition of Gain or Loss."
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        To the extent allowable, we may elect to use the depreciation and cost recovery methods, including bonus depreciation to the extent available, that will result in the largest deductions being taken in the early years after assets subject to these allowances are placed in service. Part or all of the goodwill, going concern value and other intangible assets we acquire in connection with this offering may not produce any amortization deductions because of the application of the anti-churning restrictions of Section 197 of the Code. Property we subsequently acquire or construct may be depreciated using accelerated methods permitted by the Code.
        The costs we incur in offering and selling our common units, called syndication expenses, must be capitalized and cannot be deducted currently, ratably or upon our termination. While there are uncertainties regarding the classification of costs as organization expenses, which may be amortized by us, and as syndication expenses, which may not be amortized by us, the underwriting discounts and commissions we incur will be treated as syndication expenses.
Trona Depletion
        In general, we are entitled to depletion deductions with respect to trona mined by OCI Wyoming from the underlying mineral property. We generally are entitled to the greater of cost depletion limited to the basis of the property or percentage depletion. The percentage depletion rate for trona is 14%.
        Depletion deductions we claim generally will reduce the tax basis of the underlying mineral property. Percentage depletion deductions can, however, exceed the total tax basis of the mineral property. Upon the disposition of the mineral property, a portion of the gain, if any, equal to the lesser of the deductions for depletion which reduce the adjusted tax basis of the mineral property plus deductible development and mining exploration expenses, or the amount of gain recognized upon the disposition, will be treated as ordinary income to us.
Deduction for U.S. Production Activities
        Subject to the limitations on the deductibility of losses discussed above and the limitation discussed below, unitholders will be entitled to a deduction (the "Section 199 deduction") equal to 9% of our qualified production activities income that is allocated to such unitholder.
        Qualified production activities income is generally equal to gross receipts from domestic production activities reduced by cost of goods sold allocable to those receipts, other expenses directly associated with those receipts, and a share of other deductions, expenses and losses that are not directly allocable to those receipts or another class of income. The products produced must be manufactured, produced, grown or extracted in whole or in significant part by the taxpayer in the United States.
        For a partnership, the Section 199 deduction is determined at the partner level. To determine his Section 199 deduction, each unitholder will aggregate his share of the qualified production activities income allocated to him from us with the unitholder's qualified production activities income from other sources (if any). Each unitholder must take into account his distributive share of the expenses allocated to him from our qualified production activities regardless of whether we otherwise have taxable income. However, our expenses that otherwise would be taken into account for purposes of computing the Section 199 deduction are taken into account only if and to the extent the unitholder's share of losses and deductions from all of our activities is not disallowed by the tax basis rules, the at-risk rules or the passive activity loss rules (please read "—Tax Consequences of Unit Ownership—Limitations on Deductibility of Losses").
        The amount of a unitholder's Section 199 deduction for each year is limited to 50% of the IRS Form W-2 wages actually or deemed paid by the unitholder during the calendar year that are deducted in arriving at qualified production activities income. Each unitholder is treated as having been allocated
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IRS Form W-2 wages from us equal to the unitholder's allocable share of our wages that are deducted in arriving at qualified production activities income for that taxable year. It is not anticipated that we will pay material wages that will be allocated to our unitholders.
        Because the Section 199 deduction is required to be computed separately by each unitholder and its availability is dependent upon each unitholder's own factual circumstances, no assurance can be given to a particular unitholder as to the availability or extent of the Section 199 deduction to such unitholder. Prospective unitholders are urged to consult their own tax advisors to determine whether the Section 199 deduction would be available to them.
Valuation and Tax Basis of Our Properties
        The U.S. federal income tax consequences of the ownership and disposition of our common units will depend, in part, on our estimates of the relative fair market values and the initial tax bases of our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we will make many of the relative fair market value estimates ourselves. These estimates and determinations of tax basis are subject to challenge and are not binding on the IRS or the courts. There can be no assurances that the IRS will not assert that these estimates and determinations of tax basis are incorrect. If estimates of fair market value or basis are later found to be incorrect, the character and amount of items of income, gain, loss or deduction previously reported by unitholders could change, and unitholders could be required to adjust their U.S. federal income tax liability for prior years and incur interest and penalties with respect to those adjustments.

 Disposition of Units
Recognition of Gain or Loss
        A unitholder will be required to recognize gain or loss on a sale, exchange or other disposition of common units equal to the difference between the unitholder's amount realized in the sale, exchange or other disposition and the unitholder's tax basis in the common units sold. A unitholder's amount realized includes the sum of the cash or the fair market value of other property it receives plus its share of our liabilities with respect to such common units. Because the amount realized includes a unitholder's share of our liabilities, the gain recognized on the sale of common units could result in a tax liability in excess of any cash received from the sale, exchange or other disposition.
        Except as noted below, gain or loss recognized by a unitholder on the sale or exchange of a common unit held for more than one year will, subject to certain limited exceptions, be taxable as long-term capital gain or loss. However, gain or loss recognized on the disposition of common units will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to Section 751 Assets, such as depreciation, depletion or certain other expense recapture. Ordinary income attributable to Section 751 Assets may exceed net taxable gain realized on the sale of a unit and may be recognized even if there is a net taxable loss realized on the sale of a common unit. Thus, a unitholder may recognize both ordinary income and capital gain or loss upon a sale of common units. Net capital loss may offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.
        The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests for U.S. federal income tax purposes. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests sold using an "equitable apportionment" method, which means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the partner's tax basis in its entire interest in the partnership as the value of the interest sold bears to the value of the partner's entire interest in the partnership.
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        Treasury Regulations under Section 1223 of the Code allow a selling unitholder who can identify common units transferred with an ascertainable holding period to elect to use the actual holding period of the common units transferred. Thus, according to the ruling discussed above, a unitholder will be unable to select high or low basis common units to sell as would be the case with corporate stock, but, according to the Treasury Regulations, it may designate specific common units sold for purposes of determining the holding period of common units transferred. A unitholder electing to use the actual holding period of common units transferred must consistently use that identification method for all subsequent sales or exchanges of our common units. We urge any unitholder considering the purchase of additional common units or a sale of common units purchased in separate transactions to consult its own tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations.
        Specific provisions of the Code affect the taxation of some financial products and securities, including partnership interests, by treating a taxpayer as having sold an "appreciated" financial position, including a partnership interest with respect to which gain would be recognized if it were sold, assigned or terminated at its fair market value, in the event the taxpayer or a related person enters into:
•
a short sale; 

•
an offsetting notional principal contract; or 

•
a futures or forward contract with respect to the partnership interest or substantially identical property.
        Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to the partnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantially identical property. The Secretary of the Treasury is authorized to issue Treasury Regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial position.
Allocations Between Transferors and Transferees
        In general, our taxable income or loss will be determined annually, will be prorated on a monthly basis and will be subsequently apportioned among the unitholders in proportion to the number of common units owned by each of them as of the opening of the applicable exchange on the first business day of the month, or the Allocation Date. However, gain or loss realized on a sale or other disposition of our assets or, in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction will be allocated among the unitholders on the Allocation Date in the month in which such income, gain, loss or deduction is recognized. As a result, a unitholder transferring common units may be allocated income, gain, loss and deduction realized after the date of transfer.
        Although simplifying conventions are contemplated by the Code and most publicly traded partnerships use similar simplifying conventions, the use of this method may not be permitted under existing Treasury Regulations. Recently, however, the Department of the Treasury and the IRS issued proposed Treasury Regulations that provide a safe harbor pursuant to which a publicly traded partnership may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders, although such tax items must be prorated on a daily basis. Nonetheless, the proposed Treasury Regulations do not specifically authorize the use of the proration method we have adopted. Accordingly, Dechert LLP is unable to opine on the validity of this method of allocating income and deductions between transferee and transferor unitholders for U.S. federal income tax purposes. If this method is not allowed under the final Treasury Regulations, or only applies to transfers of less than all of the unitholder's interest, our taxable income or losses could be reallocated
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among our unitholders. We are authorized to revise our method of allocation between transferee and transferor unitholders, as well as among unitholders whose interests vary during a taxable year, to conform to a method permitted under future Treasury Regulations.
        A unitholder who disposes of common units prior to the record date set for a cash distribution for that quarter will be allocated items of our income, gain, loss and deduction attributable to the month of disposition but will not be entitled to receive a cash distribution for that period.
Notification Requirements
        A unitholder who sells or purchases any of its common units is, except as described below, required to notify us in writing of that transaction within 30 days after the transaction (or, if earlier, January 15 of the year following the transaction in the case of a seller). Upon receiving such notifications, we are required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a transfer of common units may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the United States and who effects the sale through a broker who will satisfy such requirements.
Constructive Termination
        We will be considered to have "constructively" terminated as a partnership for U.S. federal income tax purposes upon the sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For such purposes, multiple sales of the same common unit during a twelve-month period are counted only once. A constructive termination results in the closing of our taxable year for all unitholders. In the case of a unitholder reporting on a taxable year other than the calendar year, the closing of our taxable year may result in more than twelve months of our taxable income or loss being includable in such unitholder's taxable income for the year of termination.
        A constructive termination occurring on a date other than December 31, except as described below, would require that we file two tax returns for one fiscal year and the cost of the preparation of these returns will be borne by all unitholders. However, under an IRS relief procedure, the IRS may allow a constructively terminated partnership to provide a single Schedule K-1 for the calendar year in which a termination occurs. Following a constructive termination, we would be required to make new tax elections, including a new election under Section 754 of the Code, and the termination would result in a deferral of our deductions for depreciation. A termination could also result in penalties if we were unable to determine that the termination had occurred. Moreover, a termination may either accelerate the application of, or subject us to, any tax legislation enacted before the termination that would not otherwise have been applied to us as a continuing as opposed to a terminating partnership. Similarly, any actual or deemed transfers of 50% or more of the capital and profits of OCI Wyoming in a twelve-month period will cause a termination of OCI Wyoming, resulting in the same deferral of depreciation deductions discussed above with respect to our termination.

 Uniformity of Units
        Because we cannot match transferors and transferees of common units and for other reasons, we must maintain uniformity of the economic and tax characteristics of the common units to a purchaser of these common units. In the absence of uniformity, we may be unable to comply completely with a number of U.S. federal income tax requirements. Any non-uniformity could have a negative impact on the value of the common units. Please read "—Tax Consequences of Unit Ownership—Section 754 Election."
        Our partnership agreement permits our general partner to take positions in filing our tax returns that preserve the uniformity of our common units. These positions may include reducing the
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depreciation, depletion, amortization or loss deductions to which a unitholder would otherwise be entitled or reporting a slower amortization of Section 743(b) adjustments for some unitholders than that to which they would otherwise be entitled. Dechert LLP is unable to opine as to validity of such filing positions.
        A unitholder's basis in its common units for U.S. federal income tax purposes is reduced by its share of our deductions (whether or not such deductions were claimed on an individual income tax return) so that any position that we take that understates deductions will overstate the unitholder's basis in its common units, and may cause the unitholder to understate gain or overstate loss on any sale of such common units. Please read "—Disposition of Units—Recognition of Gain or Loss" above and "—Tax Consequences of Unit Ownership—Section 754 Election" above. The IRS may challenge one or more of any positions we take to preserve the uniformity of our common units. If such a challenge were sustained, the uniformity of our common units might be affected, and, under some circumstances, the gain from the sale of our common units might be increased without the benefit of additional deductions.

 Tax-Exempt Organizations and Other Investors
        Ownership of our common units by employee benefit plans, tax-exempt organizations, non-resident aliens, non-U.S. corporations and other non-U.S. persons raises issues unique to those investors and, as described below, may have substantially adverse tax consequences to them. Prospective unitholders that are tax-exempt entities or non-U.S. persons should consult their own tax advisors before investing in our common units. Employee benefit plans and most tax-exempt organizations, including IRAs and other retirement plans, are subject to U.S. federal income tax on unrelated business taxable income. Virtually all of our income will be unrelated business taxable income and will be taxable to a tax-exempt unitholder.
        Non-resident aliens and foreign corporations, trusts or estates that own common units will be considered to be engaged in business in the United States because of their ownership of our common units. Consequently, they will be required to file U.S. federal tax returns to report their share of our income, gain, loss or deduction and pay U.S. federal income tax at regular rates on their share of our net income or gain. Moreover, under rules applicable to publicly traded partnerships, distributions to non-U.S. unitholders are subject to withholding at the highest applicable effective U.S. federal tax rate. Each non-U.S. unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on an IRS Form W-8BEN or applicable substitute or successor form in order to claim an applicable exemption from, or reduction of, these withholding taxes.
        In addition, because a foreign corporation that owns common units will be treated as engaged in a U.S. trade or business, that corporation may be subject to the U.S. branch profits tax at a rate of 30%, in addition to regular U.S. federal income tax, on its share of our income and gain to the extent reflected in its earnings and profits, and as adjusted for changes in the foreign corporation's "U.S. net equity." That tax may be reduced or eliminated by an applicable income tax treaty between the United States and the country in which such foreign corporate unitholder is a "qualified resident." In addition, this type of unitholder is subject to special information reporting requirements under Section 6038C of the Code.
        A non-U.S. unitholder who sells or otherwise disposes of a common unit will be subject to U.S. federal income tax on gain realized from the sale or disposition of that common unit to the extent the gain is effectively connected with a U.S. trade or business of the non-U.S. unitholder. Under a ruling published by the IRS, interpreting the scope of "effectively connected income," part or all of a non-U.S. unitholder's gain may be treated as effectively connected with that unitholder's indirect U.S. trade or business constituted by its investment in us. Moreover, under the Foreign Investment in Real Property Tax Act, a non-U.S. unitholder will be subject to U.S. federal income tax upon the sale,
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exchange or other disposition of a common unit if (1) it owned (directly or constructively applying certain attribution rules) more than 5% of our units at any time during the five-year period ending on the date of such disposition and (2) 50% or more of the fair market value of all of our assets consisted of U.S. real property interests at any time during the shorter of the period during which such unitholder held the units or the five-year period ending on the date of disposition. More than 50% of our assets may consist of U.S. real property interests. Therefore, non-U.S. unitholders may be subject to U.S. federal income tax on gain from the sale or disposition of their common units.
Additional Withholding Requirements
        Under recently enacted legislation, a 30% U.S. federal withholding tax generally will apply to (1) interest, dividends and other fixed or determinable annual or periodical gains, profits and income from sources within the United States ("FDAP Income") and (2) gross proceeds from the sale or other disposition of any property of a type which can produce interest or dividends from sources within the United States, in each case, paid to a "foreign financial institution" or "foreign non-financial entity," as defined under the Code, unless the foreign financial institution undertakes certain diligence and reporting obligations and enters into certain agreements with the U.S. Treasury or the foreign non-financial entity certifies that it does not have, or furnishes identifying information regarding, any substantial United States owner, as applicable. These withholding provisions will generally apply to payments of FDAP Income received by a unitholder with respect to our common units on or after January 1, 2014 and may apply to payments of gross proceeds from the sale or disposition of our common units on or after January 1, 2017. Non-U.S. unitholders are urged to consult their own tax advisors regarding the possible implications of this legislation on their investment in our common units.

 Administrative Matters
Information Returns and Audit Procedures
        We intend to furnish to each unitholder, within 90 days after the close of each taxable year, specific tax information, including a Schedule K-1, which describes the unitholder's share of our income, gain, loss and deduction for our preceding taxable year. In preparing this information, which will not be reviewed by counsel, we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder's share of income, gain, loss and deduction. We cannot assure our unitholders that those positions will yield a result that conforms to all of the requirements of the Code, Treasury Regulations or administrative pronouncements or interpretations of the IRS.
        The IRS may audit our U.S. federal income tax information returns. Neither we nor Dechert LLP can assure prospective unitholders that the IRS will not successfully challenge the positions we adopt, and such a challenge could adversely affect the value of the common units. Adjustments resulting from an IRS audit may require each unitholder to adjust a prior year's tax liability and may result in an audit of the unitholder's own tax returns. Any audit of a unitholder's tax returns could result in adjustments unrelated to our returns.
        Publicly traded partnerships are for most purposes treated as entities separate from their owners for purposes of U.S. federal income tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings of the partners. The Code requires that one partner be designated as the "Tax Matters Partner" for these purposes, and our partnership agreement so designates our general partner.
        The Tax Matters Partner has made and will make some elections on our behalf and on behalf of unitholders. The Tax Matters Partner can extend the statute of limitations for assessment of tax deficiencies against unitholders for items in our returns. The Tax Matters Partner may bind a unitholder
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with less than a 1% profits interest in us to a settlement with the IRS unless that unitholder elects, by filing a statement with the IRS, providing that the Tax Matters Partner does not have that authority with respect to the unitholder. The Tax Matters Partner may seek judicial review, by which all the unitholders are bound, of a final partnership administrative adjustment and, if the Tax Matters Partner fails to seek judicial review, judicial review may be sought by any unitholder having at least a 1% interest in profits or by any group of unitholders having in the aggregate at least a 5% interest in profits. However, only one action for judicial review may go forward, and each unitholder with an interest in the outcome may participate in that action.
        A unitholder must file a statement on IRS Form 8082 identifying the treatment of any item on its U.S. federal income tax return that is not consistent with the treatment of the item on our return. Intentional or negligent disregard of this consistency requirement may subject a unitholder to substantial penalties.
Nominee Reporting
        Persons who hold an interest in us as a nominee for another person are required to furnish to us:
        (1)   the name, address and U.S. taxpayer identification number of the beneficial owner and the nominee;
        (2)   a statement regarding whether the beneficial owner is:
        (a)   a non-U.S. person;
        (b)   a non-U.S. government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing; or
        (c)   a tax-exempt entity;
        (3)   the amount and description of units held, acquired or transferred for the beneficial owner; and
        (4)   specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.
        Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and specific information on units they acquire, hold or transfer for their own account. A penalty of $100 per failure, up to a maximum of $1.5 million per calendar year, is imposed by the Code for failure to report that information to us. The nominee is required to supply the beneficial owner of the units with the information furnished to us.
Accuracy-Related Penalties
        An additional tax equal to 20% of the amount of any portion of an underpayment of U.S. federal income tax that is attributable to one or more specified causes, including negligence or disregard of rules or Treasury Regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Code. No penalty will be imposed, however, for any portion of an underpayment if it is shown that there was a reasonable cause for the underpayment of that portion and that the taxpayer acted in good faith regarding the underpayment of that portion.

 State, Local and Other Tax Considerations
        In addition to U.S. federal income taxes, unitholders may be subject to other taxes, including state and local income taxes, unincorporated business taxes, and estate, inheritance or intangibles taxes that may be imposed by the various jurisdictions in which we conduct business or own property now or in
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the future or in which the unitholder is a resident and the unitholder may be required to file income tax returns in such jurisdictions. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and may not be available to offset income in subsequent taxable years. Some of the jurisdictions may require us, or we may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the amount of which may be greater or less than a particular unitholder's income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the obligation to file an income tax return. Amounts withheld will be treated as if distributed to unitholders for purposes of determining the amounts distributed by us. We currently conduct business or own property only in Wyoming and Georgia. Moreover, we may also own property or do business in other states in the future that impose income or similar taxes on nonresident individuals. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on its investment in us and consult their own tax advisors.
        It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinent states and localities, of its investment in us. Dechert LLP has not rendered an opinion on the U.S. federal non-income, or state, local, alternative minimum tax or non-U.S. tax consequences of an investment in us. We strongly recommend that each prospective unitholder consult, and depend on, its own tax counsel or other advisor with regard to those matters. It is the responsibility of each unitholder to file all tax returns or other reports that may be required of it.
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 INVESTMENT IN OCI RESOURCES LP BY EMPLOYEE BENEFIT PLANS AND IRAS
Certain ERISA Considerations
        An employee benefit or other plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity whose assets are considered to be "plan assets" for purposes of ERISA or Section 4975 of the Code (any of the foregoing, a "Plan"), will generally be subject to the fiduciary rules under ERISA and the Code, as applicable. In addition to the imposition of general fiduciary standards, ERISA, together with the corresponding provisions of the Code, prohibits a wide range of transactions involving the assets of a Plan and persons who have certain specified relationships to the Plan. These prohibitions may apply regardless of whether our assets are "plan assets," as discussed below. Every purchaser of a our common units will be responsible for ensuring, among other things, that the acquisition and holding of Interests do not and will not constitute or result in a prohibited transaction.
        The U.S. Department of Labor has issued a regulation (the "Regulation") regarding what constitutes assets of a Plan for purposes of ERISA and Section 4975 of the Code. Under the Regulation, if a Plan acquires an equity interest in an entity, which interest is neither a "publicly-offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the Plan's assets would include, for these purposes, both the interest and an undivided interest in each of the entity's underlying assets, unless certain specified exceptions apply. One such exception applies in the case of an "operating company," which generally is an entity primarily engaged, directly or through majority-owned subsidiaries, in the production or sale of a product or service, other than the investment of capital.
        The Regulation defines a "publicly-offered security" as a security that is "widely held," "freely transferable," and either part of a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") if the securities are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the public offering occurred. Our common units are being sold in an offering registered under the Securities Act and have been registered under the Exchange Act.
        The Regulation provides that a security is "widely held" only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another. A security will not fail to be "widely held" because the number of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer's control.
        The Regulation provides that whether a security is "freely transferable" is a factual question to be determined on the basis of all relevant facts and circumstances. The Regulation further provides that when a security is part of an offering in which the minimum investment is $10,000 or less, as is the case with the offering, certain restrictions ordinarily will not, alone or in combination, affect the finding that such securities are "freely transferable." It is noted that the Regulation only establishes a presumption in favor of the finding of free transferability where the restrictions are consistent with the particular types of restrictions listed in the Regulation.
        Potential Plan investors should consider, among other things, the "plan assets" rules applicable for purposes of ERISA and Section 4975 of the Code, in connection with making a decision regarding whether to acquire and hold our common units.
        FIDUCIARIES OF PLANS SHOULD CONSULT WITH COUNSEL AND THEIR OTHER ADVISORS REGARDING, AMONG OTHER THINGS, CONSIDERATIONS THAT MAY ARISE UNDER ERISA AND THE CODE, AS APPLICABLE, BEFORE INVESTING IN OUR COMMON UNITS.
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 UNDERWRITING
        Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of common units set forth opposite the underwriter's name.

			
Underwriter 	 	Number of
Common Units	
Citigroup Global Markets Inc. 	 	                	
Goldman, Sachs & Co. 	 	                	
 	 	 	
Total	 	                	
 	 	 	
        The underwriting agreement provides that the obligations of the underwriters to purchase the common units included in this offering are subject to approval of legal matters by counsel, including the validity of the common units, and to other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters are obligated to purchase all the common units (other than those covered by the underwriters' over-allotment option described below) if they purchase any of the common units. If any underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
        Common units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any common units sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $            per common unit. After the common units are released for sale to the public, if all the common units are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The offering of the common units by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

 Option to Purchase Additional Common Units
        If the underwriters sell more common units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                additional common units at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional common units approximately proportionate to that underwriter's initial purchase commitment. Any common units issued or sold under the option will be issued and sold on the same terms and conditions as the other common units that are the subject of this offering.

 No Sales of Similar Securities
        We, our general partner, our general partner's officers, directors and equity holders, our affiliates, including OCI Holdings, OCI Company and Enterprises, and their officers and directors, have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of each of Citigroup Global Markets Inc. and Goldman, Sachs & Co., offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any common units or any securities convertible into or exercisable or exchangeable for
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common units, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common units, whether any such transaction described above is to be settled by delivery of common units or such other securities, in cash or otherwise, subject to certain exceptions.
        Citigroup Global Markets Inc. and Goldman, Sachs & Co., in their sole discretion, may together release any of the securities subject to these lock-up agreements at any time without notice, which shall be with notice. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our partnership occurs or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Neither Citigroup Global Markets Inc. nor Goldman, Sachs & Co. has any present intention or any understanding, implicit or explicit, to release any of the common units or other securites subject to the look-up agreement prior to the expiration of the 180-day restricted period described above.

 Listing
        We have applied to have our common units approved for listing on the NYSE, subject to notice of official issuance, under the symbol "OCIR". The underwriters have undertaken to sell common units to a minimum of 400 beneficial owners in lots of 100 or more common units to meet the NYSE's distribution requirements for trading.
        Prior to this offering, there has been no public market for our common units. Consequently, the initial public offering price for the common units was determined by negotiations among us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the common units will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common units will develop and continue after this offering.
        The representatives have advised us that the underwriters do not intend to confirm sales to discretionary accounts that exceed 5% of the total number of common units offered by them.

 Commissions and Discounts
        The representatives have advised us that the underwriters propose initially to offer the common units to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $            per common unit. After the initial offering, the public offering price, concession or any other term of the offering may be changed.
        The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional common units.

								
 	 	Paid by OCI Resources LP	 	
 	 	No Exercise	 	Full Exercise	 	
Per common unit	 	$	                	 	$	                	 	
Total	 	$	                	 	$	                	 	
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        We will pay a structuring fee equal to an aggregate of      % of the gross proceeds from this offering to Citigroup Global Markets Inc. and Goldman, Sachs & Co. for the evaluation, analysis and structuring of our partnership.
        We estimate that the total expenses of this offering, not including the underwriting discount and structuring fee, will be approximately $             million, all of which will be paid by us.

 Price Stabilization, Short Positions and Penalty Bids
        In connection with this offering, the underwriters may purchase and sell common units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters' over-allotment option, and stabilizing purchases.
•
Short sales involve secondary market sales by the underwriters of a greater number of common units than they are required to purchase in this offering. 

•
"Covered" short sales are sales of common units in an amount up to the number of common units represented by the underwriters' option to purchase additional common units. 

•
"Naked" short sales are sales of common units in an amount in excess of the number of common units represented by the underwriters' option to purchase additional common units. 

•
Covering transactions involve purchases of common units either pursuant to the underwriters' over-allotment option or in the open market after the distribution has been completed in order to cover short positions. 

•
To close a naked short position, the underwriters must purchase common units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common units in the open market after pricing that could adversely affect investors who purchase in this offering. 

•
To close a covered short position, the underwriters must purchase common units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of common units to close the covered short position, the underwriters will consider, among other things, the price of common units available for purchase in the open market as compared to the price at which they may purchase common units through the over-allotment option. 

•
Stabilizing transactions involve bids to purchase common units so long as the stabilizing bids do not exceed a specified maximum.
        The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters, in covering short positions or making stabilizing purchases, repurchase common units originally sold by that syndicate member.
        Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the common units. They may also cause the price of the common units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
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        Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common units. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

 Electronic Distribution
        A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters. The representatives may agree to allocate a number of common units to underwriters for sale to their online brokerage account holders. The representatives will allocate common units to underwriters that may make Internet distributions on the same basis as other allocations. In addition, common units may be sold by the underwriters to securities dealers who resell common units to online brokerage account holders.

 Underwriter Relationships
        Certain of the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking and advisory services for us, our general partner, OCI Company and our respective affiliates from time to time in the ordinary course of their business for which they have received customary fees and reimbursement of expenses.
        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the issuer.
        We, our general partner and certain of our affiliates have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
        Because the Financial Industry Regulatory Authority, Inc., or FINRA, views the common units offered hereby as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA Rules. Investor suitability with respect to the common units will be judged similarly to the suitability with respect to other securities that are listed for trading on a national securities exchange.

 Selling Legends
Notice to Prospective Investors in the United Kingdom
        Our partnership may constitute a "collective investment scheme" as defined by section 235 of the Financial Services and Markets Act 2000 (FSMA) that is not a "recognised collective investment scheme" for the purposes of FSMA (CIS) and that has not been authorised or otherwise approved. As an unregulated scheme, it cannot be marketed in the United Kingdom to the general public, except in
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accordance with FSMA. This prospectus is only being distributed in the United Kingdom to, and is only directed at:
          (i)  if our partnership is a CIS and is marketed by a person who is an authorised person under FSMA, (a) investment professionals falling within Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the CIS Promotion Order) or (b) high net worth companies and other persons falling within Article 22(2)(a) to (d) of the CIS Promotion Order; or
         (ii)  otherwise, if marketed by a person who is not an authorised person under FSMA, (a) persons who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order) or (b) Article 49(2)(a) to (d) of the Financial Promotion Order; and
        (iii)  in both cases (1) and (2) to any other person to whom it may otherwise lawfully be made, (all such persons together being referred to as "relevant persons"). Our partnership's common units are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common units will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
        An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of any common units which are the subject of the offering contemplated by this prospectus will only be communicated or caused to be communicated in circumstances in which Section 21(1) of FSMA does not apply to our partnership.
Notice to Prospective Investors in Germany
        This document has not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Capital Investment Act (Vermögensanlagengesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German authority has been notified of the intention to distribute our common units in Germany. Consequently, our common units may not be distributed in Germany by way of public offering, public advertisement or in any similar manner and this document and any other document relating to the offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of our common units to the public in Germany or any other means of public marketing. Our common units are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 2 no. 4 of the German Capital Investment Act, and in Section 2 paragraph 11 sentence 2 no.1 of the German Investment Act. This document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.
        The offering does not constitute an offer to sell or the solicitation of an offer to buy our common units in any circumstances in which such offer or solicitation is unlawful.
Notice to Prospective Investors in the Netherlands
        Our common units may not be offered or sold, directly or indirectly, in the Netherlands, other than to qualified investors ( gekwalificeerde beleggers ) within the meaning of Article 1:1 of the Dutch Financial Supervision Act ( Wet op het financieel toezicht ).
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Notice to Prospective Investors in Switzerland
        This prospectus is being communicated in Switzerland to a small number of selected investors only. Each copy of this prospectus is addressed to a specifically named recipient and may not be copied, reproduced, distributed or passed on to third parties. Our common units are not being offered to the public in Switzerland, and neither this prospectus, nor any other offering materials relating to our common units may be distributed in connection with any such public offering.
        We have not been registered with the Swiss Financial Market Supervisory Authority FINMA as a foreign collective investment scheme pursuant to Article 120 of the Collective Investment Schemes Act of June 23, 2006 (CISA). Accordingly, our common units may not be offered to the public in or from Switzerland, and neither this prospectus, nor any other offering materials relating to our common units may be made available through a public offering in or from Switzerland. Our common units may only be offered and this prospectus may only be distributed in or from Switzerland by way of private placement exclusively to qualified investors (as this term is defined in the CISA and its implementing ordinance).
Notice to Prospective Investors in the EEA
        In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), other than Germany, with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:
•
to any legal entity which is a qualified investor as defined in the Prospectus Directive; 

•
to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or 

•
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
        For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state), and includes any relevant implementing measure in each relevant member state. The expression "2010 PD Amending Directive" means Directive 2010/73/EU.
        We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.
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 VALIDITY OF OUR COMMON UNITS
        The validity of our common units will be passed upon for us by Dechert LLP, Washington, D.C. Certain legal matters in connection with our common units offered hereby will be passed upon for the underwriters by Baker Botts L.L.P., Houston, Texas.

 EXPERTS
        The financial statements of Predecessor included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
        The balance sheet of OCI Resources LP included in this prospectus has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as set forth in their report appearing herein. Such balance sheet is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
        The information included in this prospectus relating to the estimates of our proven and probable trona reserves is derived from a reserve report funded by us and prepared by Hollberg Professional Group, PC. This information is included in this prospectus upon the authority of said firm as an expert.

 WHERE YOU CAN FIND MORE INFORMATION
        We have filed with the Securities and Exchange Commission a registration statement on Form S-1 regarding our common units. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. For further information regarding us and our common units offered in this prospectus, we refer you to the full registration statement and the exhibits and schedules filed as part of the registration statement under the Securities Act. The registration statement of which this prospectus forms a part, including the exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates or from the SEC's web site on the Internet at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms.
        You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
        Upon completion of the offering, we will file with or furnish to the SEC periodic reports and other information. These reports and other information may be inspected and copied at the public reference facilities maintained by the SEC or obtained from the SEC's website as provided above. Our website address on the Internet will be www.ociresources.com, and we intend to make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. After this offering, documents
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filed by us can also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005.
        We intend to furnish or make available to our unitholders annual reports containing our audited financial statements prepared in accordance with GAAP. We also intend to furnish or make available to our unitholders quarterly reports containing our unaudited interim financial information, including the information required by Form 10-Q, for the first three fiscal quarters of each fiscal year.
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 INDEX TO FINANCIAL STATEMENTS

					
INDEX TO FINANCIAL STATEMENTS	 	 	F-1	 	
OCI RESOURCES LP	 	 	 	 	
UNAUDITED PRO FORMA FINANCIAL STATEMENTS	 	 	 	 	
Introduction	 	 	F-2	 	
Pro Forma Statements of Operations and Comprehensive Income for year ended December 31, 2012 and the three months ended March 31, 2013	 	 	F-4	 	
Pro Forma Balance Sheet as of March 31, 2013	 	 	F-6	 	
Notes to Unaudited Pro Forma Financial Statements	 	 	F-7	 	
OCI WYOMING HOLDING CO. AND SUBSIDIARY (PREDECESSOR)	 	 	 	 	
AUDITED FINANCIAL STATEMENTS	 	 	 	 	
Report of Independent Registered Public Accounting Firm	 	 	F-9	 	
Consolidated Balance Sheets as of December 31, 2011 and 2012	 	 	F-10	 	
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2010, 2011 and 2012	 	 	F-11	 	
Consolidated Statements of Equity for the years ended December 31, 2010, 2011 and 2012	 	 	F-12	 	
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012	 	 	F-13	 	
Notes to Consolidated Financial Statements	 	 	F-14	 	
OCI WYOMING HOLDING CO. AND SUBSIDIARY (PREDECESSOR)	 	 	 	 	
UNAUDITED FINANCIAL STATEMENTS	 	 	 	 	
Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2012 and March 31, 2013	 	 	F-27	 	
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for three months ended March 31, 2012 and 2013	 	 	F-28	 	
Condensed Consolidated Statements of Equity (Unaudited) for the three months ended March 31, 2013	 	 	F-29	 	
Condensed Consolidated Statements of Cash Flows (Unaudited) for three months ended March 31, 2012 and 2013	 	 	F-30	 	
Notes to Condensed Consolidated Financial Statements (Unaudited)	 	 	F-31	 	
OCI RESOURCES LP	 	 	 	 	
AUDITED FINANCIAL STATEMENTS	 	 	 	 	
Report of Independent Registered Public Accounting Firm	 	 	F-36	 	
Balance Sheet as of May 3, 2013	 	 	F-37	 	
Notes to the Balance Sheet	 	 	F-38	 	
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OCI RESOURCES LP

UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Introduction
        The unaudited pro forma financial statements of OCI Resources LP ("OCI Resources") for the year ended December 31, 2012 and as of and for the three months ended March 31, 2013 are derived from the historical audited and unaudited condensed financial statements of OCI Wyoming Holding Co., our predecessor for accounting purposes (the "Predecessor"), respectively. These pro forma financial statements have been prepared to reflect (1) the formation and restructuring of OCI Resources, (2) the entry by OCI Wyoming, L.P. ("OCIWLP") into a new credit facility (the "OCIWLP Credit Facility") and related use of proceeds and (3) OCI Resources' initial public offering (the "Offering") and related use of proceeds (collectively, the "Transactions").
        The unaudited pro forma balance sheet and the unaudited pro forma statements of income were derived by adjusting the historical audited and unaudited condensed financial statements of the Predecessor. The adjustments are based upon currently available information and certain estimates and assumptions. Actual effects of these transactions may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable and give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial data.
        The pro forma adjustments have been prepared as if the transactions to be effected at the closing of the Offering had taken place on January 1, 2012 for the respective income statements and as of March 31, 2013 for the balance sheet. The unaudited pro forma financial statements have been prepared on the assumption that OCI Resources will be treated as a partnership for federal income tax purposes. The unaudited pro forma financial statements should be read in conjunction with the notes accompanying such unaudited pro forma financial statements and with the historical audited and unaudited financial statements and related notes set forth elsewhere in this prospectus.
        Our unaudited pro forma consolidated financial statements give effect to the following:
•
the contribution by Predecessor of 51% of the general partner interest in OCIWLP to us; 

•
the restructuring of the 1% limited partner interest in OCIWLP held by OCI Wyoming Co. ("OCIWCO"), which was owned by OCI Chemical Corporation ("OCICC") and NRP Trona LLC ("NRP"), by recapitalizing such limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which OCIWCO was entitled. The restructuring of the 1% limited partner interest in OCIWLP held by OCIWCO will be accounted for as a reorganization of entities under common control. Pro forma presentation of the effects of this restructuring for years ended December 31, 2010 and 2011, as if the restructuring had occurred on January 1, 2010, are as follows:

											
 	 	2010	 	
 	 	Predecessor
Historical	 	Pro Forma
Adjustment	 	OCI
Resources LP
Pro Forma	 	
NET INCOME	 	$	51,623	 	$	(2,167	)(1)	$	49,456	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	36,110	 	 	(10,815	)(2)	 	25,295	 	
 	 	 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	$	15,513	 	$	8,648	 	$	24,161	 	
 	 	 	 	 	 	 	 	
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OCI RESOURCES LP
UNAUDITED PRO FORMA FINANCIAL STATEMENTS (Continued)

											
 	 	2011	 	
 	 	Predecessor
Historical	 	Pro Forma
Adjustment	 	OCI
Resources LP
Pro Forma	 	
NET INCOME	 	$	87,986	 	$	(1,267	)(1)	$	86,719	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	58,205	 	 	(15,092	)(2)	 	43,113	 	
 	 	 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	$	29,781	 	$	13,825	 	$	43,606	 	

(1)
Reflects the depreciation of mining reserve assets previously associated with OCIWCO'S 1% limited partner interest resulting from the restructuring and contribution of this interest to OCI Resources. The restructuring will be accounted for as a reorganization of entities under common control and therefore depreciation of the mining reserve assets is shown based on its historical carrying value.

(2)
Reflects the recapitalization of OCIWCO's 1% limited partner noncontrolling interest in OCIWLP and the subsequent contribution of 51% of this limited partner interest to OCI Resources.
•
the redemption of the preferred stock and common stock of OCIWCO held by NRP in exchange for 49% of the recapitalized limited partner interest in OCIWLP held by OCIWCO; 

•
the contribution by OCIWCO of its 51% of the limited partner interest in OCIWLP to us; 

•
the issuance by us of                        common units and                        subordinated units, representing an aggregate % limited partner interest in us, to Predecessor; 

•
the issuance by us of general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights, to our general partner; 

•
the issuance by us of common units to the public in this offering, representing a        % limited partner interest in us, and the receipt by us of $            in net proceeds; 

•
the application of the net proceeds of this offering as described in "Use of Proceeds;" 

•
our entry into an omnibus agreement with OCI Enterprises, Inc. and our general partner; 

•
our closing of a $10 million revolving credit facility on July 18, 2013, which we have assumed is undrawn during the pro forma period; and 

•
the closing on July 18, 2013 of the OCIWLP Credit Facility and borrowings of $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs.
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PRO FORMA STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

FOR YEAR ENDED DECEMBER 31, 2012

(In thousands of dollars except per share data)

														
 	 	 	 	Pro Forma Adjustments	 	 	 	
 	 	Predecessor
Historical	 	Restructuring	 	OCIWLP
Credit
Facility	 	OCI
Resources LP
Pro Forma	 	
SALES—Affiliates	 	$	236,929	 	 	 	 	 	 	 	$	236,929	 	
SALES—Non-affiliates	 	 	225,634	 	 	—	 	 	—	 	 	225,634	 	
 	 	 	 	 	 	 	 	 	 	
Total net sales	 	 	462,563	 	 	—	 	 	—	 	 	462,563	 	
 	 	 	 	 	 	 	 	 	 	
COST OF PRODUCTS SOLD—Affiliate Royalties	 	 	12,768	 	 	 	 	 	 	 	 	12,768	 	
COST OF PRODUCTS SOLD—Non-Affiliate	 	 	207,802	 	 	799	(b)	 	 	 	 	208,601	 	
FREIGHT COSTS	 	 	110,155	 	 	—	 	 	—	 	 	110,155	 	
 	 	 	 	 	 	 	 	 	 	
Total cost of sales	 	 	330,725	 	 	799	 	 	—	 	 	331,524	 	
 	 	 	 	 	 	 	 	 	 	
GROSS PROFIT	 	 	131,838	 	 	(799	)	 	 	 	 	131,039	 	
SELLING AND MARKETING EXPENSES—Affiliates	 	 	5,951	 	 	 	 	 	 	 	 	5,951	 	
SELLING AND MARKETING EXPENSES—Non-Affiliates	 	 	657	 	 	 	 	 	 	 	 	657	 	
GENERAL AND ADMINISTRATIVE EXPENSES—Affiliates	 	 	5,155	 	 	—	 	 	—	 	 	5,155	 	
 	 	 	 	 	 	 	 	 	 	
OPERATING INCOME	 	 	120,075	 	 	(799	)	 	—	 	 	119,276	 	
 	 	 	 	 	 	 	 	 	 	
OTHER (EXPENSE) INCOME:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	179	 	 	 	 	 	 	 	 	179	 	
Interest expense	 	 	(1,506	)	 	 	 	 	(3,305	)(j)	 	(4,811	)	
Other—net	 	 	(536	)	 	—	 	 	—	 	 	(536	)	
 	 	 	 	 	 	 	 	 	 	
Total other (expense) income	 	 	(1,863	)	 	—	 	 	(3,305	)	 	(5,168	)	
 	 	 	 	 	 	 	 	 	 	
INCOME BEFORE PROVISION FOR INCOME TAXES	 	 	118,212	 	 	(799	)	 	(3,305	)	 	114,108	 	
PROVISION FOR INCOME TAXES	 	 	16,449	 	 	(16,449	)(c)	 	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
NET INCOME	 	 	101,763	 	 	15,650	 	 	(3,305	)	 	114,108	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	65,916	 	 	(9,798	)(d)	 	—	 	 	56,118	 	
 	 	 	 	 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	 	35,847	 	 	25,448	 	 	(3,305	)	 	57,990	 	
 	 	 	 	 	 	 	 	 	 	
OTHER COMPREHENSIVE INCOME (LOSS):	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in fair value of Interest rate swap	 	 	35	 	 	—	 	 	—	 	 	35	 	
 	 	 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME	 	 	101,798	 	 	15,650	 	 	(3,305	)	 	114,143	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST	 	 	65,936	 	 	(9,798	)	 	 	 	 	56,135	 	
 	 	 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	$	35,862	 	$	25,448	 	$	(3,305	)	$	58,008	 	
 	 	 	 	 	 	 	 	 	 	
Basic and diluted earnings per share	 	$	35.85	 	 	 	 	 	 	 	$	57.99	 	

See notes to unaudited pro forma financial statements.
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PRO FORMA STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

FOR THREE MONTHS ENDED MARCH 31, 2013

(In thousands of dollars except per share data)

														
 	 	 	 	Pro Forma Adjustments	 	 	 	
 	 	Predecessor
Historical	 	Restructuring	 	OCIWLP
Credit
Facility	 	OCI
Resources LP
Pro Forma	 	
SALES—Affiliates	 	$	49,155	 	 	 	 	 	 	 	$	49,155	 	
SALES—Non-affiliates	 	 	59,075	 	 	—	 	 	—	 	 	59,075	 	
 	 	 	 	 	 	 	 	 	 	
Total net sales	 	 	108,230	 	 	—	 	 	—	 	 	108,230	 	
 	 	 	 	 	 	 	 	 	 	
COST OF PRODUCTS SOLD—Affiliate Royalties	 	 	314	 	 	 	 	 	 	 	 	314	 	
COST OF PRODUCTS SOLD—Non-Affiliate	 	 	56,840	 	 	255	(b)	 	 	 	 	57,095	 	
FREIGHT COSTS	 	 	29,777	 	 	—	 	 	—	 	 	29,777	 	
 	 	 	 	 	 	 	 	 	 	
Total cost of sales	 	 	86,931	 	 	255	 	 	—	 	 	87,186	 	
 	 	 	 	 	 	 	 	 	 	
GROSS PROFIT	 	 	21,299	 	 	(255	)	 	 	 	 	21,044	 	
SELLING AND MARKETING EXPENSES—Affiliates	 	 	1,251	 	 	 	 	 	 	 	 	1,251	 	
SELLING AND MARKETING EXPENSES—Non-Affiliates	 	 	(10	)	 	 	 	 	 	 	 	(10	)	
GENERAL AND ADMINISTRATIVE EXPENSES—Affiliates	 	 	1,898	 	 	—	 	 	—	 	 	1,898	 	
 	 	 	 	 	 	 	 	 	 	
OPERATING INCOME	 	 	18,160	 	 	(255	)	 	—	 	 	17,905	 	
 	 	 	 	 	 	 	 	 	 	
OTHER (EXPENSE) INCOME:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	26	 	 	 	 	 	 	 	 	26	 	
Interest expense	 	 	(363	)	 	 	 	 	(826	)(j)	 	(1,189	)	
Other—net	 	 	508	 	 	—	 	 	—	 	 	508	 	
 	 	 	 	 	 	 	 	 	 	
Total other (expense) income	 	 	171	 	 	—	 	 	(826	)	 	(655	)	
 	 	 	 	 	 	 	 	 	 	
INCOME BEFORE PROVISION FOR INCOME TAXES	 	 	18,331	 	 	(255	)	 	(826	)	 	17,250	 	
PROVISION FOR INCOME TAXES	 	 	3,127	 	 	(3,127	)(c)	 	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	
NET INCOME	 	 	15,204	 	 	2,872	 	 	(826	)	 	17,250	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	10,927	 	 	(1,926	)(d)	 	—	 	 	9,001	 	
 	 	 	 	 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	 	4,277	 	 	4,798	 	 	(826	)	 	8,249	 	
 	 	 	 	 	 	 	 	 	 	
OTHER COMPREHENSIVE INCOME (LOSS):	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in fair value of Interest rate swap	 	 	87	 	 	—	 	 	—	 	 	87	 	
 	 	 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME	 	 	15,291	 	 	2,872	 	 	(826	)	 	17,337	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST	 	 	10,970	 	 	(1,926	)	 	 	 	 	9,044	 	
 	 	 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO.	 	$	4,321	 	$	4,798	 	$	(826	)	$	8,293	 	
 	 	 	 	 	 	 	 	 	 	
Basic and diluted earnings per share	 	$	4.28	 	 	 	 	 	 	 	$	8.25	 	

See notes to unaudited pro forma financial statements.
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PRO FORMA BALANCE SHEET (UNAUDITED)
AS OF MARCH 31, 2013
(In thousands of dollars, except share amounts)

																	
 	 	 	 	Pro Forma Adjustments	 	 	 	
 	 	Predecessor
Historical	 	Restructuring	 	OCIWLP
Credit
Facility	 	Offering	 	OCI
Resources LP
Pro Forma	 	
 ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Cash and cash equivalents	 	$	39,331	 	 	 	 	$	135,000	(e)	$	93,501	(k)	$	39,002	 	
	 	 	 	 	 	 	 	 	(31,000	)(f)	 	(93,501	)(l)	 	 	 	
	 	 	 	 	 	 	 	 	(11,500	)(g)	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	(91,500	)(h)	 	 	 	 	 	 	
	 	 	 	 	 	 	 	$	(1,329	)(i)	 	 	 	 	 	 	
  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	91,230	 	 	 	 	 	 	 	 	 	 	 	91,230	 	
 Due from affiliates	 	 	20,471	 	 	 	 	 	 	 	 	 	 	 	20,471	 	
Inventory	 	 	40,459	 	 	 	 	 	 	 	 	 	 	 	40,459	 	
 Other current assets	 	 	2,231	 	 	—	 	 	—	 	 	—	 	 	2,231	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	 	 	193,722	 	 	—	 	 	(329	)	 	—	 	 	193,393	 	
 PROPERTY, PLANT, AND EQUIPMENT—Net	 	 	200,897	 	 	39,671	(b)	 	 	 	 	 	 	 	240,568	 	
OTHER ASSETS	 	 	46	 	 	—	 	 	1,329	(i)	 	—	 	 	1,375	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 TOTAL	 	$	394,665	 	$	39,671	 	$	1,000	 	 	—	 	$	435,336	 	
 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 CURRENT LIABILITIES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current portion of long-term debt	 	$	4,000	 	 	 	 	$	(4,000	)(f)	 	 	 	 	—	 	
 Accounts payable	 	 	10,421	 	 	 	 	 	 	 	 	 	 	 	10,421	 	
Due to affiliates	 	 	27,292	 	 	 	 	 	 	 	 	 	 	 	27,292	 	
 Accrued expenses	 	 	22,363	 	 	—	 	 	—	 	 	—	 	 	22,363	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	 	 	64,076	 	 	—	 	 	(4,000	)	 	—	 	 	60,076	 	
 LONG-TERM DEBT	 	 	47,000	 	 	 	 	 	135,000	(e)	 	 	 	 	155,000	 	
	 	 	 	 	 	 	 	 	(27,000	)(f)	 	 	 	 	 	 	
RECLAMATION RESERVE	 	 	3,606	 	 	 	 	 	 	 	 	 	 	 	3,606	 	
 DEFERRED INCOME TAXES	 	 	35,892	 	 	(35,892	)(c)	 	—	 	 	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	 	 	150,574	 	 	(35,892	)	 	104,000	 	 	 	 	 	218,682	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 EQUITY:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	 	1	 	 	(1	)(a)	 	 	 	 	 	 	 	—	 	
 Additional paid-in capital	 	 	73,356	 	 	(73,356	)(a)	 	 	 	 	 	 	 	—	 	
Retained earnings	 	 	21,045	 	 	(21,045	)(a)	 	 	 	 	 	 	 	—	 	
 Common unitholders—public	 	 	—	 	 	 	 	 	 	 	 	93,500	(k)	 	93,500	 	
Common and subordinated unitholder—OCI Wyoming Holding Co.	 	 	—	 	 	92,514	(a)	 	(46,665	)(h)	 	1	(k)	 	25,643	 	
	 	 	 	 	 	38,878	(b)	 	 	 	 	(93,501	)(l)	 	 	 	
	 	 	 	 	 	35,174	(c)	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	(758	)(d)	 	 	 	 	 	 	 	 	 	
 General partner interest—OCI Resource Partners LLC	 	 	—	 	 	1,888	(a)	 	 	 	 	 	 	 	3,384	 	
	 	 	 	 	 	793	(b)	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	718	(c)	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	(15	)(d)	 	 	 	 	 	 	 	 	 	
Accumulated other comprehensive loss—derivative financial instrument	 	 	(146	)	 	—	 	 	—	 	 	—	 	 	(146	)	
 	 	 	 	 	 	 	 	 	 	 	 	
 Total partners' capital	 	 	94,256	 	 	74,790	 	 	(46,665	)	 	 	 	 	122,381	 	
Noncontrolling interest	 	 	149,835	 	 	773	(d)	 	(11,500	)(g)	 	—	 	 	94,273	 	
	 	 	 	 	 	 	 	 	(44,835	)(h)	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total equity	 	 	244,091	 	 	75,563	 	 	(103,000	)	 	—	 	 	216,654	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 TOTAL	 	$	394,665	 	$	39,671	 	$	1,000	 	 	—	 	$	435,336	 	

See notes to unaudited pro forma financial statements.
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OCI RESOURCES LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1.     Basis of Presentation, Transactions and this Offering
        The historical financial information is derived from the audited and unaudited condensed historical financial statements of the Predecessor. The pro forma adjustments have been prepared as if the Transactions described in this prospectus had taken place on March 31, 2013, in the case of the pro forma balance sheet, and as of January 1, 2012, in the case of the pro forma statements of operations for the year ended December 31, 2012 and the three months ended March 31, 2013 respectively. The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments.
        Upon completion of this offering, the Partnership anticipates incurring incremental selling, general and administrative expenses of approximately $3.0 million per year as a result of becoming a publicly traded partnership, including expenses associated with annual and quarterly reporting; tax return and Schedule K-1 preparation and distribution expenses; Sarbanes-Oxley compliance expenses; expenses associated with listing on the New York Stock Exchange; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent fees; director and officer liability insurance expenses; and director compensation. The unaudited pro forma financial statements do not reflect these incremental selling, general and administrative expenses.
2.     Pro Forma Adjustments and Assumptions
        The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments. A general description of these transactions and adjustments is provided as follows:
        Restructuring and Formation Pro Forma Adjustments:
(a)
Reflects issuance of common units and subordinated units in OCI Resources to Predecessor in return for Predecessor's and OCIWCO's combined contribution of their 51% partner interest in OCIWLP to OCI Resources. In addition, the elimination of Predecessor's common stock, additional paid-in-capital and retained earnings which will not be a part of our capital structure and the issuance of a 2% general partner interest in OCI Resources to our general partner.

(b)
Reflects the addition and resulting depreciation of mining reserve assets previously associated with OCIWCO'S 1% limited partner interest resulting from the restructuring and contribution of this interest to OCI Resources. The restructuring will be accounted for as a reorganization of entities under common control and therefore the mining reserve asset adjustment is shown at its ammortized historical carrying value.

(c)
Reflects the elimination of deferred and income taxes incurred by our Predecessor. OCI Resources is a partnership for income tax purposes and is not expected to incur income tax as a publicly traded partnership.

(d)
Reflects the recapitalization of OCIWCO's 1% limited partner noncontrolling interest in OCIWLP and the subsequent contribution of 51% of this limited partner interest to OCI Resources.
        OCIWLP Credit Facility and Related Use of Proceeds Pro Forma Adjustments:
(e)
Reflects draw down of $135.0 million from revolver line of credit.
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OCI RESOURCES LP
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (Continued)
(f)
Reflects repayment of $31.0 million of existing debt ($4.0 million current and $27.0 million long term) under OCIWLP's previous credit facility.

(g)
Reflects payment of an $11.5 million special distribution by OCIWLP to its limited partner.

(h)
Reflects payment of a $91.5 million special distribution by OCIWLP to its general partners, 51% ($46.7 million) to OCI Resources and 49% ($44.8 million) to NRP.

(i)
Reflects payment of $1.3 million in debt issuance costs under the OCIWLP Credit Facility and the capitalization of these costs.

(j)
Reflects interest on borrowings from the OCIWLP Credit Facility at an assumed LIBOR rate of 0.3% plus 200 basis points.
        Offering Pro Forma Adjustments:
(k)
Reflects the estimated gross proceeds to OCI Resources of $100.0 million from the issuance and sale of                common units at an assumed initial public offering price of $            per unit, net of underwriting discounts and commissions and other offering costs of approximately $6.5 million and $1,000 cash received from our limited partner for their limited partner interest and made in connection with the formation transaction.

(l)
Reflects the cash distribution of the net proceeds of this offering to OCICC and the return of our organizational limited partner's initial capital contribution.
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  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
OCI Wyoming Holding Co. and subsidiary
Atlanta, Georgia
        We have audited the accompanying consolidated balance sheets of OCI Wyoming Holding Co. (a wholly-owned subsidiary of OCI Chemical Corporation) and subsidiary (collectively, the "Company") as of December 31, 2011 and 2012 and the related consolidated statements of operations and comprehensive income, equity, and cash flows and the related notes to the consolidated financial statements for each of the three years in the period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2012 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 8, 2013
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

(A Wholly Owned Subsidiary of OCI Chemical Corporation)

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2012

(In thousands of dollars, except share amounts)

								
 	 	2011	 	2012	 	
ASSETS	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	26,761	 	$	22,655	 	
Accounts receivable (Note 3)	 	 	79,518	 	 	89,046	 	
Due from affiliates (Note 12)	 	 	11,559	 	 	26,589	 	
Inventory (Note 4)	 	 	32,150	 	 	42,124	 	
Other current assets	 	 	1,192	 	 	688	 	
 	 	 	 	 	 	
Total current assets	 	 	151,180	 	 	181,102	 	
PROPERTY, PLANT, AND EQUIPMENT—Net (Note 5)	 	 	200,976	 	 	204,539	 	
OTHER ASSETS	 	 	158	 	 	68	 	
 	 	 	 	 	 	
TOTAL	 	$	352,314	 	$	385,709	 	
 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	
Current portion of long-term debt (Note 7)	 	$	4,000	 	$	4,000	 	
Accounts payable	 	 	15,819	 	 	13,123	 	
Due to affiliates (Note 12)	 	 	3,708	 	 	22,316	 	
Accrued expenses (Note 6)	 	 	31,309	 	 	26,145	 	
 	 	 	 	 	 	
Total current liabilities	 	 	54,836	 	 	65,584	 	
LONG-TERM DEBT (Note 7)	 	 	52,000	 	 	48,000	 	
RECLAMATION RESERVE (Note 8)	 	 	3,440	 	 	3,560	 	
DEFERRED INCOME TAXES (Note 10)	 	 	36,890	 	 	36,137	 	
 	 	 	 	 	 	
Total liabilities	 	 	147,166	 	 	153,281	 	
 	 	 	 	 	 	
COMMITMENTS AND CONTINGENCIES (Note 11)	 	 	 	 	 	 	 	
EQUITY:	 	 	 	 	 	 	 	
Common stock, par value $1 per share; 1,000 shares authorized, issued and outstanding	 	 	1	 	 	1	 	
Additional paid-in capital	 	 	73,356	 	 	73,356	 	
Retained earnings	 	 	11,434	 	 	16,768	 	
Common and subordinated unitholder—OCI Wyoming Holding Co. 	 	 	 	 	 	 	 	
General partner interest—OCI Resource Partners LLC	 	 	 	 	 	 	 	
Accumulated other comprehensive loss—derivative financial instrument	 	 	(206	)	 	(191	)	
 	 	 	 	 	 	
Total shareholder's equity	 	 	84,585	 	 	89,934	 	
Noncontrolling interest	 	 	120,563	 	 	142,494	 	
 	 	 	 	 	 	
Total equity	 	 	205,148	 	 	232,428	 	
 	 	 	 	 	 	
TOTAL	 	$	352,314	 	$	385,709	 	

See notes to consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

(A Wholly Owned Subsidiary of OCI Chemical Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012

(In thousands of dollars, except per share data)

											
 	 	2010	 	2011	 	2012	 	
SALES—Affiliates (Note 12)	 	$	104,612	 	$	168,571	 	$	236,929	 	
SALES—Non-affiliates	 	 	258,509	 	 	253,283	 	 	225,634	 	
 	 	 	 	 	 	 	 	
Total net sales	 	 	363,121	 	 	421,854	 	 	462,563	 	
 	 	 	 	 	 	 	 	
COST OF PRODUCTS SOLD—Affiliate royalties (Note 12)	 	 	6,554	 	 	3,985	 	 	12,768	 	
COST OF PRODUCTS SOLD—Non-Affiliate	 	 	175,993	 	 	197,486	 	 	207,802	 	
FREIGHT COSTS	 	 	109,155	 	 	105,668	 	 	110,155	 	
 	 	 	 	 	 	 	 	
Total cost of sales	 	 	291,702	 	 	307,139	 	 	330,725	 	
 	 	 	 	 	 	 	 	
GROSS PROFIT	 	 	71,419	 	 	114,715	 	 	131,838	 	
SELLING AND MARKETING EXPENSES—Affiliates (Note 12)	 	 	3,667	 	 	4,043	 	 	5,951	 	
SELLING AND MARKETING EXPENSES—Non-Affiliates	 	 	—	 	 	85	 	 	657	 	
GENERAL AND ADMINISTRATIVE EXPENSES—Affiliates (Note 12)	 	 	5,191	 	 	6,687	 	 	5,155	 	
 	 	 	 	 	 	 	 	
OPERATING INCOME	 	 	62,561	 	 	103,900	 	 	120,075	 	
 	 	 	 	 	 	 	 	
OTHER (EXPENSE) INCOME:	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	114	 	 	177	 	 	179	 	
Interest expense	 	 	(2,778	)	 	(1,509	)	 	(1,506	)	
Other—net	 	 	(1,799	)	 	(31	)	 	(536	)	
 	 	 	 	 	 	 	 	
Total other expense	 	 	(4,463	)	 	(1,363	)	 	(1,863	)	
 	 	 	 	 	 	 	 	
INCOME BEFORE PROVISION FOR INCOME TAXES	 	 	58,098	 	 	102,537	 	 	118,212	 	
PROVISION FOR INCOME TAXES (Note 10)	 	 	6,475	 	 	14,551	 	 	16,449	 	
 	 	 	 	 	 	 	 	
NET INCOME	 	 	51,623	 	 	87,986	 	 	101,763	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	36,110	 	 	58,205	 	 	65,916	 	
 	 	 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO. 	 	 	15,513	 	 	29,781	 	 	35,847	 	
 	 	 	 	 	 	 	 	
OTHER COMPREHENSIVE INCOME (LOSS):	 	 	 	 	 	 	 	 	 	 	
Interest rate swap	 	 	1,373	 	 	(510	)	 	35	 	
 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME	 	 	52,996	 	 	87,476	 	 	101,798	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST	 	 	36,110	 	 	57,901	 	 	65,936	 	
 	 	 	 	 	 	 	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO. 	 	$	16,886	 	$	29,575	 	$	35,862	 	
 	 	 	 	 	 	 	 	
Basic and diluted earnings per share (Note 14)	 	$	15.51	 	$	29.78	 	$	35.85	 	

See notes to consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

(A Wholly Owned Subsidiary of OCI Chemical Corporation)

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012

(In thousands of dollars)

																										
 	 	Common Stock	 	 	 	Retained
Earnings
(Accumulated
Loss)	 	Accumulated
Other
Comprehensive
Loss	 	 	 	 	 	 	 	
 			 	Additional
Paid-In
Capital					 	Total
Shareholder's
Equity	 	Noncontrolling
Interests	 	Total
Equity	 	
 	 	Shares	 	Amount													 	
BALANCE—December 31, 2009	 	 	1	 	$	1	 	$	83,556	 	$	(33,860	)	$	(1,373	)	$	48,324	 	$	89,886	 	$	138,210	 	
Priority return distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(14,517	)	 	(14,517	)	
Capital distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(14,700	)	 	(14,700	)	
Net Income	 	 	 	 	 	 	 	 	 	 	 	15,513	 	 	 	 	 	15,513	 	 	36,110	 	 	51,623	 	
Other Comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,373	 	 	1,373	 	 	 	 	 	1,373	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
BALANCE—December 31, 2010	 	 	1	 	 	1	 	 	83,556	 	 	(18,347	)	 	 	 	 	65,210	 	 	96,779	 	 	161,989	 	
Priority return distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(14,517	)	 	(14,517	)	
Capital distribution	 	 	 	 	 	 	 	 	(10,200	)	 	 	 	 	 	 	 	(10,200	)	 	(19,600	)	 	(29,800	)	
Net Income	 	 	 	 	 	 	 	 	 	 	 	29,781	 	 	 	 	 	29,781	 	 	58,205	 	 	87,986	 	
Other Comprehensive loss	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(206	)	 	(206	)	 	(304	)	 	(510	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
BALANCE—December 31, 2011	 	 	1	 	 	1	 	 	73,356	 	 	11,434	 	 	(206	)	 	84,585	 	 	120,563	 	 	205,148	 	
Priority return distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(14,517	)	 	(14,517	)	
Capital distribution	 	 	 	 	 	 	 	 	 	 	 	(30,513	)	 	 	 	 	(30,513	)	 	(29,488	)	 	(60,001	)	
Net Income	 	 	 	 	 	 	 	 	 	 	 	35,847	 	 	 	 	 	35,847	 	 	65,916	 	 	101,763	 	
Other Comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	15	 	 	15	 	 	20	 	 	35	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
BALANCE—December 31, 2012	 	 	1	 	$	1	 	$	73,356	 	$	16,768	 	$	(191	)	$	89,934	 	$	142,494	 	$	232,428	 	

See notes to consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

(A Wholly Owned Subsidiary of OCI Chemical Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012

(In thousands of dollars)

											
 	 	2010	 	2011	 	2012	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	51,623	 	$	87,986	 	$	101,763	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	23,192	 	 	22,172	 	 	22,922	 	
Deferred income taxes	 	 	(538	)	 	2,645	 	 	(224	)	
(Increase) decrease in:	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(3,008	)	 	(29,619	)	 	(9,528	)	
Inventory	 	 	(1,066	)	 	(917	)	 	(9,973	)	
Other current assets	 	 	2,276	 	 	(318	)	 	261	 	
Increase (decrease) in:	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	 	938	 	 	4,054	 	 	(1,625	)	
Due to/from affiliates—current	 	 	3,743	 	 	(1,924	)	 	3,367	 	
Accrued expenses and other liabilities	 	 	4,716	 	 	6,083	 	 	(5,113	)	
Other	 	 	1,096	 	 	(51	)	 	—	 	
 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	82,972	 	 	90,111	 	 	101,850	 	
 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(7,267	)	 	(25,788	)	 	(27,438	)	
 	 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(7,267	)	 	(25,788	)	 	(27,438	)	
 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	 	 	 	 	 	
Proceeds from issuance of long-term debt	 	 	40,000	 	 	—	 	 	—	 	
Repayments of long-term debt	 	 	(71,250	)	 	(4,000	)	 	(4,000	)	
Priority return distribution to noncontrolling interest shareholder	 	 	(14,517	)	 	(14,517	)	 	(14,517	)	
Distribution to majority interest holder	 	 	 	 	 	(10,200	)	 	(30,513	)	
Distribution to noncontrolling interest shareholder	 	 	(14,700	)	 	(19,600	)	 	(29,488	)	
Due to/from affiliates—noncurrent	 	 	(16,111	)	 	—	 	 	—	 	
 	 	 	 	 	 	 	 	
Net cash used in financing activities	 	 	(76,578	)	 	(48,317	)	 	(78,518	)	
 	 	 	 	 	 	 	 	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	 	 	(873	)	 	16,006	 	 	(4,106	)	
CASH AND CASH EQUIVALENTS:	 	 	 	 	 	 	 	 	 	 	
Beginning of year	 	 	11,628	 	 	10,755	 	 	26,761	 	
 	 	 	 	 	 	 	 	
End of year	 	$	10,755	 	$	26,761	 	$	22,655	 	
 	 	 	 	 	 	 	 	
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	 	 	 	 	 	 	 	 	 	 	
Cash paid during the year for interest	 	$	2,659	 	$	1,344	 	$	1,524	 	
 	 	 	 	 	 	 	 	
Cash paid during the year for taxes	 	$	541	 	$	40	 	$	—	 	
 	 	 	 	 	 	 	 	
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCE ACTIVITY:	 	 	 	 	 	 	 	 	 	 	
Decrease (increase) in interest rate swap liability	 	$	(1,373	)	$	510	 	$	(35	)	
 	 	 	 	 	 	 	 	
Capital expenditures on account	 	$	472	 	$	1,897	 	$	826	 	

See notes to consolidated financial statements.
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Table of Contents

OCI WYOMING HOLDING CO. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012

(Amounts in thousands)
1.     CORPORATE STRUCTURE AND OWNERSHIP
        Corporate Structure and Agreement of Limited Partnership —OCI Wyoming Holding Co. and its subsidiary (collectively, the "Company") are 100% owned by OCI Chemical Corporation ("OCICC") which is ultimately 100% owned by OCI Enterprises, Inc. ("OCIE"). OCIE is a majority-owned subsidiary of OCI Company Ltd., Seoul Korea. OCI Wyoming Holding Co. owns a 50.49% general partner interest in OCI Wyoming L.P. ("OCIWLP"), and until January 23, 2013, the remaining 48.51% general partner interest in OCIWLP was owned by Big Island Trona Company (BITCO), a wholly owned subsidiary of Anadarko Holding Company ("Anadarko"). The 1% limited partner interest in OCIWLP is owned by OCI Wyoming Co. ("OCIWCO"). Eighty percent of OCIWCO's common stock is held by OCICC, and until January 23, 2013, the remaining 20% of the common stock and 100% of the cumulative preferred stock was held by Anadarko. On January 23, 2013, Natural Resource Partners LP ("NRP") or entities controlled by NRP acquired Anadarko's interests in OCIWLP and OCIWCO.
        Pursuant to the Agreement of Limited Partnership, the owners of the 1% limited partner interest in OCIWLP are entitled to receive a cumulative annual priority return of $14,517. At December 31, 2010, 2011 and 2012, all priority return distributions had been paid. Any priority return amounts in arrears earn interest at 9%.
2.     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        Nature of Operations —The Company's operations consist solely of its investment in OCIWLP, which is in the business of mining trona ore to produce soda ash. All soda ash processed is sold through OCIWLP's sales agent, OCICC, to various domestic and European customers and to American Natural Soda Ash Corporation ("ANSAC") which is a related party for export. All mining and processing activities take place in one facility located in the Green River Basin of Wyoming.
        A summary of the Company's significant accounting policies is as follows:
        Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary. All significant intercompany balances have been eliminated in consolidation.
        Noncontrolling interests —Noncontrolling interests in the consolidated balance sheets represent the 1% limited partner interest in OCIWLP owned by OCIWCO and the 48.51% general partner interest in OCIWLP owned by Anadarko, and subsequently by NRP.
        Use of Estimates —The preparation of consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
        Revenue Recognition —The Company recognizes revenue and records the related accounts receivable when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) ownership has transferred to the customer, which occurs upon shipment; (3) the selling price is
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Table of Contents

OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
fixed, determinable or reasonably estimated; and (4) collectability is reasonably assured. Customer rebates are accounted for as sales deductions and are held in liability accounts until payments are made to the customers. Rebates are applicable to a small number of our domestic customers, on a contract basis. The terms vary and rebates are estimated based on customer-specific historical information. The rebates are paid either on a quarterly or an annual basis. Rebates recognized for the years ended 2010, 2011 and 2012 were $798, $696 and $579, respectively. Sales returns are not material and are not provided for by the Company.
        Freight Costs —The Company includes freight costs billed to customers for shipments administered by the Company in gross sales. The related freight costs along with cost of products sold are deducted from gross sales to determine gross profit.
        Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of money market mutual funds and certificates of deposit.
        Accounts Receivable —Accounts receivable are carried at the original invoice amount less an estimate for doubtful receivables. The allowance for doubtful accounts is based on specifically identified amounts that the Company believes to be uncollectible. An additional allowance is recorded based on certain percentages of aged receivables, which are determined based on management's assessment of the general financial conditions affecting the Company's customer base. If actual collection experience changes, revisions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.
        Inventory —Inventory is carried at the lower of cost or market on a first-in, first-out basis. Costs include raw materials, direct labor and manufacturing overhead. Market is based on current replacement cost for raw materials and stores inventory, and finished goods is based on net realizable value.
•
Raw material inventory includes material and natural resources being used in the mining and refining process. 

•
Finished goods inventory is the finished product soda ash. 

•
Stores inventory includes materials and supplies currently available for future use.
        Property, Plant, and Equipment —Property, plant, and equipment is stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of depreciable assets, principally using the straight-line method. The estimated useful lives applied to depreciable assets range from three to 20 years for machinery and equipment and 20 to 39 years for buildings and improvements. When property, plant, and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. Depreciation expense totaled $23,078, $22,060 and $22,805 for the years ended December 31, 2010, 2011 and 2012, respectively.
        The excess of the purchase price paid by OCICC over the appraised fair value of the intangible net assets in the acquisition of the Company in 1996 has been allocated to mining reserves and is being amortized on a straight line basis over the mining reserves estimated useful life. Effective January 1, 2012, the mining reserve is amortized over a remaining life of 69 years as a result of a mining reserve
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
study completed for the year ended December 31, 2011. During 2010 and 2011, the remaining life had been 66 and 65 years, respectively. A subsequent study at March 31, 2013 revised the life of the mine to 67 years, which did not result in a change to the amortization period of the mining reserve, as this change is not material. Amortization expense totaled approximately $769, $769 and $438 for the years ended December 31, 2010, 2011 and 2012. The aggregate carrying amount of mining reserves is reported as a separate component of property, plant, and equipment (see Note 5).
        The Company's policy is to evaluate property, plant, and equipment for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value. The amount of any impairment then recognized would be calculated as the difference between estimated fair value and the carrying value of the asset.
        Derivative Instruments and Hedging Activities —The Company may enter into derivative contracts from time to time to manage exposure to the risk of exchange rate changes on its foreign currency transactions, the risk of changes in natural gas prices, and the risk of the variability in interest rates on borrowings. Gains and losses on derivative contracts are reported as a component of the underlying transactions. The Company follows hedge accounting for its hedging activities. All derivative instruments are recorded on the balance sheet at their fair values. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Company designates its derivatives based upon criteria established by hedge accounting. For a derivative designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting gain or loss on the hedged item attributed to the risk being hedged. For a derivative designated as a cash flow hedge, the effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. Any ineffective portion of the gain or loss is reported in earnings immediately. For derivatives not designated as hedges, the gain or loss is reported in earnings in the period of change as a component of the underlying transactions.
        Interest Rate Swap Agreement —The Company has recorded an interest rate swap within accrued expenses with an aggregate notional value of $28,000 and $26,000 and a fair value of $(510) and $(580), at December 31, 2011 and 2012, respectively.
        Income Tax —The Company has a tax allocation agreement with OCIE, under which the current tax provision and liability are calculated on a stand-alone basis. The substantive effect of this agreement requires the Company to pay to OCIE income tax based on a separate Company calculation for the inclusion of the Company in OCIE's consolidated tax return.
        The Company uses the liability method of accounting for deferred income taxes, under which deferred income taxes are recorded at statutory income tax rates, to reflect temporary differences between the financial reporting and tax bases of assets and liabilities.
        Income taxes are provided on the taxable income of OCIWLP allocated to the Company under the partnership agreement as adjusted by the tax allocation agreement.
        No federal income taxes are provided for the results of operations of OCIWLP, as it is a partnership for U.S. income tax purposes, and income taxes are payable by its partners.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
        Reclamation Costs —The Company is obligated to return the land beneath its refinery and tailings ponds to its natural condition upon completion of operations and is required to return the land beneath its rail yard to its natural condition upon termination of the various lease agreements.
        The Company accounts for its land reclamation liability as an asset retirement obligation, which requires that obligations associated with the retirement of a tangible long-lived asset be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognizing a liability for an asset retirement obligation, an entity must capitalize the cost by recognizing an increase in the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.
        The estimated original liability calculated in 1996 for the refinery and tailing ponds was calculated based on the estimated useful life of the mine, which was 80 years, and on external and internal estimates as to the cost to restore the land in the future and state regulatory requirements. Effective January 1, 2012, the remaining useful life of the mine was extended by four years to 69 years, as a result of a mining reserve study completed for the year ended December 31, 2011, and resulted in the addition of a new asset retirement obligation layer. During 2010 and 2011, the remaining life had been 66 and 65 years, respectively. A subsequent study dated March 31, 2013 revised the life of the mine to 67 years, which did not result in a change to the accretion period of the retirement obligation, as this change is not material. The original liability and the new liability added because of the mine life study were discounted using credit-adjusted, risk-free rates of 7% and 4.25%, respectively, and both are being accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding entry being recorded to interest expense.
        During 2011, the Company constructed a rail yard to facilitate loading and switching of rail cars. The Company is required to restore the land on which the rail yard is constructed to its natural condition. The estimated liability of $975 recorded during 2011 for restoring the rail yard to its natural condition is calculated based on the land lease life of 30 years, and on external and internal estimates as to the cost to restore the land in the future. The liability is discounted using a credit-adjusted, risk-free rate of 4.25% and will be accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding entry being recorded to interest expense.
        The Company has a self-bond agreement with the Department of Environmental Quality of the State of Wyoming. As of December 31, 2011 and 2012, the amount of the bond was $21,331, which is the amount the Company would need to pay the State of Wyoming for reclamation costs if the Company ceases mining operations currently. The amount of this bond is subject to change upon periodic re-evaluation by the Land Quality Division. At December 31, 2011 and 2012, there were no liabilities recorded related to this bond.
        The Company recorded accretion expense for reclamation of its liability of $97, $112, and $120 for the years ended December 31, 2010, 2011, and 2012, respectively. At December 31, 2011 and 2012, the reclamation liability had a balance of $3,440 and $3,560, respectively (see Note 8).
        Fair Value of Financial Instruments —The following methods and assumptions were used to estimate the fair values of each class of financial instruments at December 31, 2011 and 2012.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
        Cash and Cash Equivalents—The carrying amount approximates fair value due to the short maturity of the instruments.
        Long-Term Debt—The carrying amount of long-term debt approximates fair value because the interest rates fluctuate with changes in the London InterBank Offered Rate (LIBOR), and changes in the applicable credit spreads have not had a material impact on the fair value of long-term debt.
        Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Fair value accounting requires that these financial assets and liabilities be classified into one of the following three categories:
        Level 1—Quoted prices available in active markets for identical assets or liabilities
        Level 2—Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
        Level 3—Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about what market participants would use in pricing an asset or liability
        As of December 31, 2011 and 2012 the interest rate swap contract was measured at fair value on a recurring basis using Level 2 inputs that are readily available in public markets or can be derived from information available in publicly quoted markets.
        Subsequent Events —The Company has evaluated all subsequent events through May 8, 2013, the date the consolidated financial statements were available to be issued.
        Recently Issued Accounting Standards —In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income , which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two but consecutive statements. Additionally, ASU No. 2011-05 eliminates the option to present comprehensive income and its components as part of the statement of stockholder's equity. With the exception of the indefinite deferral of the provisions that require companies to present, in both net income and other comprehensive income, adjustments of items are reclassified from other comprehensive income to net income. ASU No. 2011-05 became effective for 2012. The Company elected to present comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
3.     ACCOUNTS RECEIVABLE
        Accounts receivable as of December 31, 2011 and 2012 consist of the following:

								
 	 	2011	 	2012	 	
Trade receivables	 	$	24,240	 	$	26,243	 	
ANSAC receivables	 	 	47,373	 	 	53,836	 	
Other receivables	 	 	7,990	 	 	9,709	 	
 	 	 	 	 	 	
	 	 	79,603	 	 	89,788	 	
Allowance for doubtful accounts	 	 	(85	)	 	(742	)	
 	 	 	 	 	 	
Total	 	$	79,518	 	$	89,046	 	
 	 	 	 	 	 	
4.     INVENTORY
        Inventory as of December 31, 2011 and 2012 consists of the following:

								
 	 	2011	 	2012	 	
Raw materials	 	$	2,234	 	$	5,294	 	
Finished goods	 	 	8,322	 	 	13,534	 	
Stores inventory	 	 	21,594	 	 	23,296	 	
 	 	 	 	 	 	
Total	 	$	32,150	 	$	42,124	 	
 	 	 	 	 	 	
5.     PROPERTY, PLANT, AND EQUIPMENT
        Property, plant, and equipment as of December 31, 2011 and 2012 consist of the following:

								
 	 	2011	 	2012	 	
Land	 	$	201	 	$	201	 	
Depletable assets	 	 	1,568	 	 	1,981	 	
Buildings and improvements	 	 	128,051	 	 	129,842	 	
Internal-use computer software	 	 	1,991	 	 	1,991	 	
Machinery and equipment	 	 	559,648	 	 	561,416	 	
Mining reserves	 	 	8,504	 	 	8,504	 	
 	 	 	 	 	 	
	 	 	699,963	 	 	703,935	 	
Less accumulated depreciation and amortization	 	 	(508,691	)	 	(516,408	)	
 	 	 	 	 	 	
Property, plant, and equipment—net	 	 	191,272	 	 	187,527	 	
Construction in progress	 	 	9,704	 	 	17,012	 	
 	 	 	 	 	 	
Total	 	$	200,976	 	$	204,539	 	
 	 	 	 	 	 	
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
6.     ACCRUED EXPENSES
        Accrued expenses as of December 31, 2011 and 2012 consist of the following:

								
 	 	2011	 	2012	 	
Accrued freight	 	$	9,769	 	$	3,304	 	
Accrued energy	 	 	5,241	 	 	5,360	 	
Accrued royalty	 	 	2,927	 	 	4,403	 	
Accrued employee compensation	 	 	5,926	 	 	5,257	 	
Other accruals	 	 	7,446	 	 	7,821	 	
 	 	 	 	 	 	
Total	 	$	31,309	 	$	26,145	 	
 	 	 	 	 	 	
7.     DEBT
        Long-term debt as of December 31, 2011 and 2012 consists of the following:

								
 	 	2011	 	2012	 	
Variable Rate Demand Revenue Bonds, principal due October 1, 2018, interest payable monthly, bearing interest at 0.20% and 0.28% at December 31, 2011 and 2012, respectively	 	$	11,400	 	$	11,400	 	
Variable Rate Demand Revenue Bonds, principal due August 1, 2017, interest payable monthly, bearing interest at 0.20% and 0.28% at December 31, 2011 and 2012, respectively	 	 	8,600	 	 	8,600	 	
Note payable to Comerica Bank, principal due quarterly installments of $1,000 beginning in 2011 with $25,000 due October 1, 2014, interest payable quarterly, bearing variable interest at 1.97% and 1.86% at December 31, 2011 and 2012, respectively	 	 	36,000	 	 	32,000	 	
 	 	 	 	 	 	
	 	 	56,000	 	 	52,000	 	
Current portion of long-term debt	 	 	(4,000	)	 	(4,000	)	
 	 	 	 	 	 	
Total long-term debt	 	$	52,000	 	$	48,000	 	
 	 	 	 	 	 	
        The above revenue bonds require OCIWLP to maintain standby letters of credit totaling $20,333 at December 31, 2011 and 2012. These letters of credit require compliance with certain covenants, including minimum net worth, maximum debt to net worth, and interest coverage ratios. As of December 31, 2011 and 2012, OCIWLP was in compliance with these debt covenants.
        In October 2010, OCIWLP entered into a $40,000 four-year term and a $20,000 four-year revolving credit facility with Comerica Bank due October 1, 2014. No borrowings were drawn from the revolving credit facility as of December 31, 2011 and 2012. Borrowings under this term loan and the revolving credit facility bear interest at a floating rate of LIBOR plus 155 basis points. OCIWLP is required to pay a fee on the unused principal amount of the revolving credit facility at a rate per annum of 0.3%. Interest payments are due quarterly in arrears. Quarterly principal installments of $1,000 each are required, commencing on February 1, 2011, and on the first day of February, May, August, November, and thereafter until the term loan maturity date, when all remaining outstanding principal is due. The agreement requires compliance with certain covenants, including fixed charge
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
coverage ratio, funded debt to earnings before interest, taxes, depreciation, and amortization ratio, and tangible net worth. OCIWLP is subject to certain covenants under agreements governing the debt of OCICC, including covenants limiting OCIWLP's ability to incur indebtedness and create liens. In addition, OCIWLP cannot make distributions to its partners if an event of default exists under OCICC's debt agreements. As of December 31, 2011 and 2012, OCIWLP and OCICC were in compliance with their debt covenants.
        Aggregate maturities required on long-term debt at December 31, 2012 are due in future years as follows:

					
2013	 	$	4,000	 	
2014	 	 	28,000	 	
2017	 	 	8,600	 	
2018	 	 	11,400	 	
 	 	 	 	
Total	 	$	52,000	 	
 	 	 	 	
8.     RECLAMATION RESERVE
        Reclamation reserve as of December 31, 2011 and 2012 was comprised as follows:

								
 	 	2011	 	2012	 	
Balance at beginning of year	 	$	1,596	 	$	3,440	 	
Liabilities incurred	 	 	975	 	 	 	 	
Accretion	 	 	112	 	 	120	 	
Revisions due to change in useful life	 	 	757	 	 	 	 	
 	 	 	 	 	 	
Balance at end of year	 	$	3,440	 	$	3,560	 	
 	 	 	 	 	 	
9.     EMPLOYEE BENEFIT PLANS
        The Company participates in various benefit plans offered and administered by OCIE and is allocated its portion of the annual costs related thereto based upon employees working at the site. The specific plans are as follows:
        Retirement Plans —Benefits provided under the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees are based upon years of service and an employee's average compensation during the final years of service, as defined. Each plan covers substantially all full-time employees hired before May 1, 2001. OCIE's funding policy is to contribute annually at least the minimum required contribution based upon years of service and an employee's average compensation during the final years of service, as defined. Reimbursements to OCIE are based on the proportion of the plan's total liabilities allocable to the Company's employees. OCIE made contributions for the years ended December 31, 2010, 2011, and 2012, in the amount of $4,058, $12,798, and $9,080 and the Company's allocated portion was $4,126, $4,836, and $9,019, respectively. The dollar amount of a cash reimbursement to the plan sponsor in any particular year will vary as a result of gains or losses sustained by the pension plan assets during the year due to market conditions. At the total OCIE level,
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
the pension plans had a projected benefit obligation of $95,801 and $128,981 at December 31, 2011 and 2012, respectively.
        Savings Plan —The OCI 401(k) Retirement Plan covers all eligible hourly and salaried employees. Eligibility is limited to all domestic residents and any foreign expatriates who are in the United States indefinitely. The plan permits employees to contribute specified percentages of their compensation, while OCIE makes contributions based upon specified percentages of employee contributions. The plan was amended such that participants hired on or subsequent to May 1, 2001 will receive an additional contribution from OCIE based on a percentage of the participant's base pay. Contributions made to the plan by the Company were $1,488, $1,733, and $2,367 for the years ended December 31, 2010, 2011, and 2012 respectively.
        Postretirement Benefits —Most of the Company's employees are eligible for postretirement benefits other than pensions under the OCI Post Retirement Benefit Plan, if they reach retirement age while still employed.
        OCIE accounts for postretirement benefits on an accrual basis over an employee's period of service. The postretirement plan is not funded, and OCIE has the right to modify or terminate the plan. The Company's allocated portion of OCIE's postretirement benefit costs was $1,874, $2,542, and $2,195 for the years ended December 31, 2010, 2011, and 2012 respectively.
10.   INCOME TAXES
        The provision for income taxes for the year ended December 31, 2010, 2011 and 2012 includes the following:

											
 	 	2010	 	2011	 	2012	 	
Current	 	$	7,013	 	$	11,906	 	$	16,673	 	
Deferred	 	 	(538	)	 	2,645	 	 	(224	)	
 	 	 	 	 	 	 	 	
Total provision for income tax	 	$	6,475	 	$	14,551	 	$	16,449	 	
 	 	 	 	 	 	 	 	
        The Company's effective tax rate (excluding net income attributable to noncontrolling interest) for the year ended December 31, 2010, 2011, and 2012 includes the following:

																				
 	 	2010	 	2011	 	2012	 	
 	 	Amount	 	Rate
Effect	 	Amount	 	Rate
Effect	 	Amount	 	Rate
Effect	 	
Income tax provision at federal statutory rate	 	$	7,695	 	 	35.00	%	$	15,516	 	 	35.00	%	$	18,304	 	 	35.00	%	
State and local income taxes net of federal tax benefit	 	 	198	 	 	0.90	%	 	134	 	 	0.30	%	 	123	 	 	0.24	%	
Permanent domestic production activity deduction	 	 	(1,120	)	 	(5.09	)%	 	(1,034	)	 	(2.33	)%	 	(2,098	)	 	(4.01	)%	
Other	 	 	(298	)	 	(1.36	)%	 	(65	)	 	(0.15	)%	 	120	 	 	0.23	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total provision for income tax	 	$	6,475	 	 	29.45	%	$	14,551	 	 	32.82	%	$	16,449	 	 	31.45	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
        The Company's effective tax rate excludes income taxes on income attributable to noncontrolling interest shareholders because the results of OCIWLP operations are taxed to its owners as a partnership for U.S. income tax purposes.
        The deferred tax assets (liabilities) are included in the consolidated balance sheets as of December 31, 2011 and 2012 as follows:

								
 	 	2011	 	2012	 	
Current deferred assets	 	$	469	 	$	255	 	
Noncurrent deferred liabilities	 	 	(36,890	)	 	(36,137	)	
 	 	 	 	 	 	
Net deferred tax liabilities	 	$	(36,421	)	$	(35,882	)	
 	 	 	 	 	 	
        The components of the net deferred tax liabilities as of December 31, 2011 and 2012 are as follows:

								
 	 	2011	 	2012	 	
Deferred tax asset:	 	 	 	 	 	 	 	
Other	 	$	1,189	 	$	853	 	
 	 	 	 	 	 	
Deferred tax liabilities:	 	 	 	 	 	 	 	
Property basis difference	 	 	(24,133	)	 	(23,790	)	
Mining reserve	 	 	(12,534	)	 	(12,413	)	
Other	 	 	(943	)	 	(532	)	
 	 	 	 	 	 	
Net deferred tax liabilities	 	$	(36,421	)	$	(35,882	)	
 	 	 	 	 	 	
        Income tax positions taken by the Company have met the more-likely-than-not recognition threshold. The Company has determined that it does not have any significant uncertain tax positions at December 31, 2011 and 2012. All tax returns for the years beginning from 2010 are open for audit by the Internal Revenue Service and the respective state jurisdictions.
11.   COMMITMENTS AND CONTINGENCIES
        OCIWLP had a $693 letter of credit issued by Comerica Bank to a third-party vendor at December 31, 2011.
        OCICC entered into a 5-year freight transportation agreement with Union Pacific Company, which was effective on January 1, 2010 and sets the transportation costs for product moved on Union Pacific rail lines. If the Company does not ship a fixed percentage of its soda ash on specified routes during each 12 month period under the transportation agreement, OCICC must pay a shortfall payment to Union Pacific Company to make up for lost traffic volumes. No such payments have been made to date. Rates are adjusted annually based upon an index published by the Association of American Railroads.
        OCIWLP leases mineral rights from the U.S. Bureau of Land Management and the State of Wyoming, and was granted a mineral license by Rock Springs Royalty Corp. (RSRC), a subsidiary of Anadarko. All of these leases and the license provide for royalties based on the value of the products sold. Under the terms of our leases and license, we are required to make minimum royalty or rental
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
payments. OCIWLP holds a preferential right of renewal under its leases with the U.S. Bureau of Land Management and intends to continue renewing those and its other leases as has been its practice. Total royalty expense under these agreements was $8,505, $10,047, and $20,448 for the year ended December 31, 2010, 2011, and 2012, respectively.
        OCIWLP entered into a 10-year rail yard switching and maintenance agreement with a third party, Watco Companies, LLC (Watco), on December 1, 2011. Under the agreement, Watco provides rail-switching services at OCIWLP's rail yard. OCIWLP's rail yard is constructed on land leased by Watco from Rock Springs Grazing Association and on land over which Watco holds an easement from Anadarko Land Corp. The Rock Springs Grazing Association land lease is renewable every five years for a total period of 30 years (expiring in 2014 if all renewal options are exercised while the Anadarko Land Corp. easement is perpetual.) OCICC has an option agreement with Watco to cause Watco to assign these interests to OCICC at any time during the land lease and easement terms. Pursuant to the same option agreement, Watco may assign these interests to OCICC upon the expiration or termination of the switching and maintenance agreement. An annual rental of $15 is paid under the easement and an annual rental of $60 is paid under the lease.
        Commitments —As of December 31, 2012, the total minimum commitments under the Company's various operating leases, including renewal periods, due in future years are as follows:

					
2013	 	$	75	 	
2014	 	 	75	 	
2015	 	 	75	 	
2016	 	 	75	 	
2017	 	 	75	 	
2018 and thereafter	 	 	1,875	 	
 	 	 	 	
Total	 	$	2,250	 	
 	 	 	 	
        Contingencies —From time to time, the Company has various litigation, claims, and assessments that arise in the normal course of business. Management does not believe, based upon its evaluation and discussion with counsel, that the ultimate outcome of any current matters, individually or in the aggregate, would have a material effect on the Company's financial position, results of operations, or cash flows.
12.   RELATED-PARTY TRANSACTIONS
        OCICC is the exclusive sales agent for OCIWLP responsible for promoting and increasing the use and sale of soda ash and other refined or processed sodium products produced. All actual sales and marketing costs incurred by OCICC are charged directly to OCIWLP.
        OCICC had an approximate 22%, 31% and 37% participation interest at December 31, 2010, 2011 and 2012, respectively, in ANSAC, a non-stock corporation organized by several U.S. natural soda ash producers. ANSAC was formed to promote export sales of U.S.-produced natural soda ash. ANSAC conducts its business as a not-for-profit corporation organized under the provisions of the Webb-Pomerene Act of 1918. As of December 31, 2011 and 2012, accounts receivable due from ANSAC amounted to $47,373 and $53,836 or 60% and 60%, respectively, of total accounts receivable.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
ANSAC allocates its expenses to ANSAC's members using a pro rata calculation based on sales. ANSAC's allocated expenses are charged directly to OCIWLP, and are included in selling and marketing expenses and were $1,407, $1,740 and $1,920 for 2010, 2011 and 2012, respectively.
        OCIWLP also sells soda ash to OCI Alabama LLC, a wholly owned subsidiary of OCICC.
        Net sales to affiliates for the year ended December 31, 2010, 2011 and 2012 are as follows:

											
 	 	2010	 	2011	 	2012	 	
ANSAC	 	$	97,416	 	$	161,764	 	$	229,533	 	
OCI Alabama LLC	 	 	7,196	 	 	6,807	 	 	7,396	 	
 	 	 	 	 	 	 	 	
Total	 	$	104,612	 	$	168,571	 	$	236,929	 	
 	 	 	 	 	 	 	 	
        Cost of products sold includes royalty expense paid by the Company to RSRC totaling $6,554, $3,985, and $12,768 in 2010, 2011, and 2012 respectively.
        OCICC also contracts with various land and sea carriers for freight transportation on behalf of the Company. All such actual freight costs are charged directly to the Company.
        Certain selling and marketing expenses and general and administrative expenses represent amounts charged from OCIE and OCICC to the Company. The amounts charged were based on actual expenditures made by OCIE and OCICC and principally relate to salaries, benefits, office supplies, professional fees, travel, computer, rent, and amortization of certain long-term assets used by the Company. Total costs charged to the Company by OCIE and OCICC, including ANSAC related charges, are as follows:

											
 	 	2010	 	2011	 	2012	 	
Selling and marketing	 	$	3,667	 	$	4,043	 	$	5,951	 	
General and administrative	 	$	5,191	 	$	6,687	 	$	5,155	 	
        At December 31, 2011 and 2012, the Company had receivables and payables with OCIE affiliated entities as follows:

														
 	 	2011	 	2012	 	
 	 	Receivables
from
Affiliates	 	Payables
to
Affiliates	 	Receivables
from
Affiliates	 	Payables
to
Affiliates	 	
OCIE	 	$	907	 	$	1,451	 	$	647	 	$	18,329	 	
OCIC	 	 	10,643	 	 	2,256	 	 	24,410	 	 	2,456	 	
Other	 	 	9	 	 	1	 	 	1,532	 	 	1,531	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	11,559	 	$	3,708	 	$	26,589	 	$	22,316	 	
 	 	 	 	 	 	 	 	 	 	
        Accounts payable at December 31, 2011 and 2012 includes amounts payable to RSRC, a wholly owned subsidiary of Anadarko, of $1,465 and $1,951, respectively, consisting of royalties earned based upon a rate of 7% of certain net sales of soda ash produced from trona ore mined from a section owned by Anadarko.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012
(Amounts in thousands)
        A cash distribution of $0, $10,200 and $30,513 in 2010, 2011 and 2012, respectively, was paid by the Company to its shareholder. In addition to the payment by OCIWLP of the priority return of $14,517 to OCIWCO, OCIWLP paid cash distributions of $14,700, $19,600 and $29,488 to the noncontrolling interest holders in 2010, 2011 and 2012, respectively.
13.   MAJOR CUSTOMERS AND SEGMENT REPORTING
        The Company has one operating segment. The Company's sales by geographic area for the year ended December 31, 2010, 2011 and 2012 are as follows:

											
 	 	2010	 	2011	 	2012	 	
Domestic	 	$	205,331	 	$	203,268	 	$	199,398	 	
 	 	 	 	 	 	 	 	
International	 	 	 	 	 	 	 	 	 	 	
ANSAC	 	 	97,416	 	 	161,764	 	 	229,533	 	
Other	 	 	60,374	 	 	56,822	 	 	33,632	 	
 	 	 	 	 	 	 	 	
Total	 	 	157,790	 	 	218,586	 	 	263,165	 	
 	 	 	 	 	 	 	 	
Total Sales	 	$	363,121	 	$	421,854	 	$	462,563	 	
 	 	 	 	 	 	 	 	
        The Company's largest customer by sales is ANSAC. A description of the Company's relationship with ANSAC is described in Note 12. In addition to ANSAC, the Company had sales to one customer that accounted for 11.0%, 11.8% and 11.4% of net sales during 2010, 2011 and 2012.
14.   EARNINGS PER SHARE
        OCI Wyoming Holding Co.'s earnings per share for the years ended December 31, 2010, 2011, and 2012 is calculated as follows:

											
 	 	2010	 	2011	 	2012	 	
Numerator	 	 	 	 	 	 	 	 	 	 	
Net income attributable to OCI Wyoming Holding Co. 	 	$	15,513	 	$	29,781	 	$	35,847	 	
Denominator	 	 	 	 	 	 	 	 	 	 	
Weighted average number of shares issued	 	 	1,000	 	 	1,000	 	 	1,000	 	
Basic and diluted earnings per share	 	$	15.51	 	$	29.78	 	$	35.85	 	
******
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF DECEMBER 31, 2012 AND MARCH 31, 2013
(In thousands of dollars, except share amounts)

											
 	 	December 31,
2012	 	March 31,
2013	 	Pro
Forma
March 31,
2013	 	
 	 	 	 	(Unaudited)	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	22,655	 	$	39,331	 	$	39,331	 	
Accounts receivable	 	 	89,046	 	 	91,230	 	 	91,230	 	
Due from affiliates (Note 9)	 	 	26,589	 	 	20,471	 	 	20,471	 	
Inventory (Note 3)	 	 	42,124	 	 	40,459	 	 	40,459	 	
Other current assets	 	 	688	 	 	2,231	 	 	2,231	 	
 	 	 	 	 	 	 	 	
Total current assets	 	 	181,102	 	 	193,722	 	 	193,722	 	
PROPERTY, PLANT, AND EQUIPMENT—Net	 	 	204,539	 	 	200,897	 	 	200,897	 	
OTHER ASSETS	 	 	68	 	 	46	 	 	46	 	
 	 	 	 	 	 	 	 	
TOTAL	 	$	385,709	 	$	394,665	 	$	394,665	 	
 	 	 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 	 	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	 	 	 	
Current portion of long-term debt (Note 4)	 	$	4,000	 	$	4,000	 	$	4,000	 	
Accounts payable	 	 	13,123	 	 	10,421	 	 	10,421	 	
Due to affiliates	 	 	22,316	 	 	27,292	 	 	27,292	 	
Accrued expenses	 	 	26,145	 	 	22,363	 	 	22,363	 	
Distribution payable	 	 	 	 	 	 	 	 	93,500	 	
 	 	 	 	 	 	 	 	
Total current liabilities	 	 	65,584	 	 	64,076	 	 	157,576	 	
LONG-TERM DEBT (Note 4)	 	 	48,000	 	 	47,000	 	 	47,000	 	
RECLAMATION RESERVE (Note 5)	 	 	3,560	 	 	3,606	 	 	3,606	 	
DEFERRED INCOME TAXES	 	 	36,137	 	 	35,892	 	 	 	 	
 	 	 	 	 	 	 	 	
Total liabilities	 	 	153,281	 	 	150,574	 	 	208,182	 	
 	 	 	 	 	 	 	 	
COMMITMENTS AND CONTINGENCIES (Note 8)	 	 	 	 	 	 	 	 	 	 	
EQUITY:	 	 	 	 	 	 	 	 	 	 	
Common stock, par value $1 per share; 1,000 shares authorized, issued and outstanding	 	 	1	 	 	1	 	 	 	 	
Additional paid-in capital	 	 	73,356	 	 	73,356	 	 	 	 	
Retained earnings	 	 	16,768	 	 	21,045	 	 	 	 	
Common and subordinated unitholder—OCI Wyoming Holding Co	 	 	 	 	 	 	 	 	34,188	 	
General partner interest—OCI Resource Partners LLC	 	 	 	 	 	 	 	 	2,606	 	
Accumulated other comprehensive loss—derivative financial instrument	 	 	(191	)	 	(146	)	 	(146	)	
 	 	 	 	 	 	 	 	
Total shareholder's equity	 	 	89,934	 	 	94,256	 	 	36,648	 	
Noncontrolling interests	 	 	142,494	 	 	149,835	 	 	149,835	 	
 	 	 	 	 	 	 	 	
Total equity	 	 	232,428	 	 	244,091	 	 	186,483	 	
 	 	 	 	 	 	 	 	
TOTAL	 	$	385,709	 	$	394,665	 	$	394,665	 	

See notes to condensed consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013

(In thousands of dollars, except per share data)

								
 	 	March 31,
2012	 	March 31,
2013	 	
 	 	(Unaudited)	 	
SALES—Affiliates	 	$	59,982	 	$	49,155	 	
SALES—Non-affiliates	 	 	57,448	 	 	59,075	 	
 	 	 	 	 	 	
Total net sales	 	 	117,430	 	 	108,230	 	
 	 	 	 	 	 	
COST OF PRODUCTS SOLD—Affiliate royalties	 	 	4,765	 	 	314	 	
COST OF PRODUCTS SOLD—Non-Affiliate	 	 	46,836	 	 	56,840	 	
FREIGHT COSTS	 	 	27,686	 	 	29,777	 	
 	 	 	 	 	 	
Total cost of sales	 	 	79,287	 	 	86,931	 	
 	 	 	 	 	 	
GROSS PROFIT	 	 	38,143	 	 	21,299	 	
SELLING AND MARKETING EXPENSES—Affiliates (Note 9)	 	 	1,064	 	 	1,251	 	
SELLING AND MARKETING EXPENSES—Non-Affiliates	 	 	(40	)	 	(10	)	
GENERAL AND ADMINISTRATIVE EXPENSES—Affiliates (Note 9)	 	 	1,690	 	 	1,898	 	
 	 	 	 	 	 	
OPERATING INCOME	 	 	35,429	 	 	18,160	 	
 	 	 	 	 	 	
OTHER (EXPENSE) INCOME:	 	 	 	 	 	 	 	
Interest income	 	 	50	 	 	26	 	
Interest expense	 	 	(380	)	 	(363	)	
Other—net	 	 	(671	)	 	508	 	
 	 	 	 	 	 	
Total other (expense) income	 	 	(1,001	)	 	171	 	
 	 	 	 	 	 	
INCOME BEFORE PROVISION FOR INCOME TAXES	 	 	34,428	 	 	18,331	 	
PROVISION FOR INCOME TAXES (Note 7)	 	 	4,113	 	 	3,127	 	
 	 	 	 	 	 	
NET INCOME	 	 	30,315	 	 	15,204	 	
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	 	 	18,898	 	 	10,927	 	
 	 	 	 	 	 	
NET INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO. 	 	 	11,417	 	 	4,277	 	
 	 	 	 	 	 	
OTHER COMPREHENSIVE INCOME (LOSS):	 	 	 	 	 	 	 	
Interest rate swap	 	 	(16	)	 	87	 	
 	 	 	 	 	 	
COMPREHENSIVE INCOME	 	 	30,299	 	 	15,291	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST	 	 	18,890	 	 	10,970	 	
 	 	 	 	 	 	
COMPREHENSIVE INCOME ATTRIBUTABLE TO OCI WYOMING HOLDING CO. 	 	$	11,409	 	$	4,321	 	
 	 	 	 	 	 	
Basic and diluted earnings per share (Note 11)	 	$	11.42	 	$	4.28	 	
 	 	 	 	 	 	
Unaudited pro forma net income per common unit—basic and diluted	 	 	 	 	 	 	 	
Unaudited pro forma net income per subordinated unit—basic and diluted	 	 	 	 	 	 	 	
Unaudited weighted average common units outstanting—basic and diluted	 	 	 	 	 	 	 	
Unaudited weighted average subordinated units outstanding—basic and diluted	 	 	 	 	 	 	 	
    
See notes to condensed consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2013
(In thousands of dollars)

																										
 	 	Common Stock	 	 	 	Retained
Earnings
(Accumulated
Loss)	 	Accumulated
Other
Comprehensive
Loss	 	 	 	 	 	 	 	
 			 	Additional
Paid-In
Capital					 	Total
Shareholder's
Equity	 	Noncontrolling
Interests	 	Total
Equity	 	
 	 	Shares	 	Amount													 	
BALANCE—December 31, 2012	 	 	1	 	$	1	 	$	73,356	 	$	16,768	 	$	(191	)	$	89,934	 	$	142,494	 	$	232,428	 	
Priority return distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3,628	)	 	(3,628	)	
Net income	 	 	 	 	 	 	 	 	 	 	 	4,277	 	 	 	 	 	4,277	 	 	10,927	 	 	15,204	 	
Other comprehensive income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	45	 	 	45	 	 	42	 	 	87	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
BALANCE—March 31, 2013	 	 	1	 	$	1	 	$	73,356	 	$	21,045	 	$	(146	)	$	94,256	 	$	149,835	 	$	244,091	 	

See notes to condensed consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013

(In thousands of dollars)

								
 	 	March 31,
2012	 	March 31,
2013	 	
 	 	(Unaudited)	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	 	 	
Net income	 	$	30,315	 	$	15,204	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	5,786	 	 	5,716	 	
Deferred income taxes	 	 	(56	)	 	(245	)	
(Increase) decrease in:	 	 	 	 	 	 	 	
Accounts receivable	 	 	246	 	 	(2,184	)	
Inventory	 	 	(6,911	)	 	1,664	 	
Other current assets	 	 	(257	)	 	(1,520	)	
Increase (decrease) in:	 	 	 	 	 	 	 	
Accounts payable	 	 	(3,952	)	 	(2,703	)	
Due to/from affiliates—current	 	 	1,091	 	 	11,095	 	
Accrued expenses and other liabilities	 	 	(7,686	)	 	(3,647	)	
Other	 	 	 	 	 	 	 	
 	 	 	 	 	 	
Net cash provided by operating activities	 	 	18,576	 	 	23,380	 	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	 	 	
Capital expenditures	 	 	(3,939	)	 	(2,075	)	
 	 	 	 	 	 	
Net cash used in investing activities	 	 	(3,939	)	 	(2,075	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	 	 	
Repayments of long-term debt	 	 	(1,000	)	 	(1,000	)	
Priority return distribution to noncontrolling interest shareholder	 	 	(3,629	)	 	(3,629	)	
 	 	 	 	 	 	
Net cash used in financing activities	 	 	(4,629	)	 	(4,629	)	
 	 	 	 	 	 	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	 	 	10,008	 	 	16,676	 	
CASH AND CASH EQUIVALENTS:	 	 	 	 	 	 	 	
Beginning of period	 	 	26,762	 	 	22,655	 	
 	 	 	 	 	 	
End of period	 	$	36,770	 	$	39,331	 	

See notes to condensed consolidated financial statements.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013 (unaudited)

(Amounts in thousands)
1.     CORPORATE STRUCTURE AND OWNERSHIP
        Corporate Structure and Agreement of Limited Partnership —OCI Wyoming Holding Co. and its subsidiary (collectively, the "Company") are 100% owned by OCI Chemical Corporation ("OCICC") which is ultimately 100% owned by OCI Enterprises, Inc. ("OCIE"). OCIE is a majority-owned subsidiary of OCI Company Ltd., Seoul Korea. OCI Wyoming Holding Co. owns a 50.49% general partner interest in OCI Wyoming L.P. ("OCIWLP"), and until January 23, 2013, the remaining 48.51% general partner interest in OCIWLP was owned by Big Island Trona Company ("BITCO"), a wholly owned subsidiary of Anadarko Holding Company ("Anadarko"). The 1% limited partner interest in OCIWLP is owned by OCI Wyoming Co. ("OCIWCO"). Eighty percent of OCIWCO's common stock is held by OCICC, and until January 23, 2013, the remaining 20% of the common stock and 100% of the cumulative preferred stock was held by Anadarko. On January 23, 2013, Natural Resource Partners LP ("NRP") or entities controlled by NRP acquired Anadarko's interests in OCIWLP and OCIWCO.
        Pursuant to the Agreement of Limited Partnership, the owners of the 1% limited partner interest in OCIWLP are entitled to receive a cumulative annual priority return of $14,517. At March 31, 2012 and 2013, all priority return distributions had been paid. Any priority return amounts in arrears earn interest at 9%.
2.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        The accompanying unaudited condensed interim consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements.
        In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of March 31, 2013 and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2012 and 2013. The unaudited condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
        Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this registration statement.
        Unaudited Proforma Financial Information —Staff Accounting Bulletin 1.B.3 requires that certain distributions to owners prior to or coincident with an initial public offering be considered distributions in contemplation of that offering. Upon completion of the initial public offering of OCI Resources L.P. (the "Partnership"), the Partnership intends to distribute approximately $93.5 million in cash to OCI Wyoming Holding Co. As part of the initial public offering, OCI Wyoming Holding Co. will own, through its wholly owned subsidiary OCI Resource Partners LLC, the Partnership's general partner interest as well as common and subordinated units of the Partnership. The unaudited basic and diluted
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Table of Contents

OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013 (unaudited)
(Amounts in thousands)
pro forma earnings per common unit for the Partnership for three months ended March 31, 2013 has been calculated based on the assumed capital structure of the Partnership consisting of             general partner units, and            subordinated units. The unaudited pro forma balance sheet as of March 31, 2013 gives pro forma effect to the assumed distribution discussed above and the effect of the change in capitalization with respect to the elimination of the Company's common stock and additional paid in capital as though the transaction was effective and the distribution was payable as of that date. The unaudited pro forma balance sheet also gives effect to the elimination of deferred taxes accounted for by the Company as the Partnership is not expected to incur tax.
        The Company's significant accounting policies are described in Note 2 to the Company's Consolidated financial statements for the year ended December 31, 2012, included elsewhere in this registration statement.
        Subsequent Events —The Company has evaluated all subsequent events through June 21, 2013, the date the consolidated financial statements were available to be issued.
3.     INVENTORY
        Inventory as of December 31, 2012 and March 31, 2013 consists of the following:

								
 	 	December 31,
2012	 	March 31,
2013	 	
 	 	 	 	(Unaudited)	 	
Raw materials	 	$	5,294	 	$	6,801	 	
Finished goods	 	 	13,534	 	 	10,282	 	
Stores inventory	 	 	23,296	 	 	23,376	 	
 	 	 	 	 	 	
Total	 	$	42,124	 	$	40,459	 	
 	 	 	 	 	 	
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013 (unaudited)
(Amounts in thousands)
4.     DEBT
        Long-term debt as of December 31, 2012 and March 31, 2013 consists of the following:

								
 	 	December 31,
2012	 	March 31,
2013	 	
 	 	 	 	(Unaudited)	 	
Variable Rate Demand Revenue Bonds, principal due October 1, 2018, interest payable monthly, bearing interest at 0.28% and 0.21% at December 31, 2012 and March 31, 2013, respectively	 	$	11,400	 	$	11,400	 	
Variable Rate Demand Revenue Bonds, principal due August 1, 2017, interest payable monthly, bearing interest at 0.28% and 0.21% at December 31, 2012 and March 31, 2013, respectively	 	 	8,600	 	 	8,600	 	
Note payable to Comerica Bank, principal due quarterly installments of $1,000 beginning in 2011 with $25,000 due October 1, 2014, interest payable quarterly, bearing variable interest at 1.86% and 1.85% at December 31, 2012 and March 31, 2013, respectively	 	 	32,000	 	 	31,000	 	
 	 	 	 	 	 	
	 	 	52,000	 	 	51,000	 	
Current portion of long-term debt	 	 	(4,000	)	 	(4,000	)	
 	 	 	 	 	 	
Total long-term debt	 	$	48,000	 	$	47,000	 	
 	 	 	 	 	 	
        The above revenue bonds require OCIWLP to maintain standby letters of credit totaling $20,333 at December 31, 2012 and March 31, 2013. These letters of credit require compliance with certain covenants, including minimum net worth, maximum debt to net worth, and interest coverage ratios. As of December 31, 2012 and March 31, 2013, OCIWLP was in compliance with these debt covenants.
5.     RECLAMATION RESERVE
        Reclamation reserve as of December 31, 2012 and March 31, 2013 was comprised as follows:

								
 	 	December 31,
2012	 	March 31,
2013	 	
 	 	 	 	(Unaudited)	 	
Balance at beginning of year	 	$	3,440	 	$	3,560	 	
Accretion	 	 	120	 	 	46	 	
 	 	 	 	 	 	
Balance at end of year	 	$	3,560	 	$	3,606	 	
 	 	 	 	 	 	
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013 (unaudited)
(Amounts in thousands)
6.     EMPLOYEE BENEFIT PLANS
        For the purposes of these consolidated financial statements, the Company participates in various benefit plans offered and administered by OCIE and is allocated its portion of the annual costs related thereto. The specific plans are as follows:
        Retirement Plans —Benefits provided under the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees are based upon years of service and an employee's average compensation during the final years of service, as defined. Each plan covers substantially all full-time OCIWLP employees hired before May 1, 2001. OCI's funding policy is to contribute annually at least the minimum required contribution based upon years of service and an employee's average compensation during the final years of service, as defined.
        The Company's allocated portion of OCI's net periodic pension cost was $1,816 and $2,523 for three months ended March 31, 2012 and 2013, respectively.
        Savings Plan —The OCI 401(k) Retirement Plan covers all eligible hourly and salaried employees. Eligibility is limited to all domestic residents and any foreign expatriates who are in the United States indefinitely. The plan permits employees to contribute specified percentages of their compensation, while the Company makes contributions based upon specified percentages of employee contributions. The Plan was amended such that participants hired on or subsequent to May 1, 2001, will receive an additional contribution from the Company based on a percentage of the participant's base pay. Contributions made to the plan by the Company for three months ended March 31, 2012 and 2013 were $350 and $398, respectively.
        Postretirement Benefits —Most of the employees are eligible for postretirement benefits other than pensions if they reach retirement age while still employed.
        OCI accounts for postretirement benefits on an accrual basis over an employee's period of service. The postretirement plan is not funded, and OCI has the right to modify or terminate the plan. The Company's allocated portion of OCI's postretirement benefit costs was $704 and $25 for three months ended March 31, 2012 and 2013, respectively.
7.     INCOME TAXES
        The Company's provision for income taxes was $4,113 and $3,127 for the three months ended March 31, 2012 and 2013, respectively, resulting in an effective tax rate of 26.3% and 42.2%, respectively.
8.     COMMITMENTS AND CONTINGENCIES
        Contingencies —From time to time, the Company has various litigation, claims, and assessments that arise in the normal course of business. Management does not believe, based upon its evaluation and discussion with counsel, that the ultimate outcome of any current matters, individually or in the aggregate, would have a material effect on the Company's financial position, results of operations, or cash flows.
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OCI WYOMING HOLDING CO. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF AND FOR THREE MONTHS ENDED MARCH 31, 2012 AND 2013 (unaudited)
(Amounts in thousands)
9.     RELATED-PARTY TRANSACTIONS
        OCICC is the exclusive sales agent for OCIWLP responsible for promoting and increasing the use and sale of soda ash and other refined or processed sodium products produced. All actual sales and marketing costs incurred by OCICC are charged directly to OCIWLP.
        Net sales to affiliates for three months ended March 31, 2012 and 2013 are as follows:

								
 	 	March 31,
2012	 	March 31,
2013	 	
 	 	(Unaudited)	 	
ANSAC	 	$	58,041	 	$	47,119	 	
OCI Alabama LLC	 	 	1,941	 	 	2,036	 	
 	 	 	 	 	 	
Total	 	$	59,982	 	$	49,155	 	
 	 	 	 	 	 	
10.   MAJOR CUSTOMERS AND SEGMENT REPORTING
        The Company has one reporting segment. The Company's sales by geographic area for the year ended March 31, 2012 and 2013 are as follows:

								
 	 	March 31,
2012	 	March 31,
2013	 	
 	 	(Unaudited)	 	
Domestic	 	$	49,900	 	$	50,880	 	
 	 	 	 	 	 	
International	 	 	 	 	 	 	 	
ANSAC	 	 	58,041	 	 	47,119	 	
Other	 	 	9,489	 	 	10,231	 	
 	 	 	 	 	 	
Total	 	 	67,530	 	 	57,350	 	
 	 	 	 	 	 	
Total Sales	 	$	117,430	 	$	108,230	 	
 	 	 	 	 	 	
        The Company's largest customer by sales is ANSAC. In addition to ANSAC, the Company had sales to one customer that accounted for 11.3% and 7.0% of net sales for three months ended March 31, 2012 and 2013, respectively.
11.   EARNINGS PER SHARE
        The Company's earnings per share for three months ended March 31, 2012 and 2013 is calculated as follows:

								
 	 	March 31,
2012	 	March 31,
2013	 	
 	 	(Unaudited)	 	
Numerator	 	 	 	 	 	 	 	
Net income attributable to OCI Wyoming Co. 	 	 	11,417	 	 	4,277	 	
Denominator	 	 	 	 	 	 	 	
Weighted average number of shares issued	 	 	1,000	 	 	1,000	 	
Basic and diluted earnings per share	 	 	11.42	 	 	4.28	 	
******
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  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Partners of
OCI Resources LP
Atlanta, Georgia
        We have audited the accompanying balance sheet of OCI Resources LP (the "Company") as of May 3, 2013. This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on the balance sheet based on our audit.
        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
        In our opinion, such balance sheet presents fairly, in all material respects, the financial position of the Company as May 3, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP 
Atlanta, Georgia
May 8, 2013
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OCI RESOURCES LP

BALANCE SHEET

AS OF MAY 3, 2013

					
ASSETS	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	
Cash	 	$	1,000	 	
 	 	 	 	
TOTAL	 	$	1,000	 	
 	 	 	 	
LIABILITIES AND PARTNERS' EQUITY	 	 	 	 	
COMMITMENTS AND CONTINGENCIES (Note 4)	 	 	 	 	
Limited partner's interest	 	$	1,000	 	
General partner's interest	 	 	0	 	
 	 	 	 	
TOTAL	 	$	1,000	 	

See notes to the balance sheet.
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OCI RESOURCES LP

NOTES TO THE BALANCE SHEET

AS OF MAY 3, 2013
1. CORPORATE STRUCTURE AND OWNERSHIP
        OCI Resources LP, (the "Partnership") was formed on April 22, 2013 by OCI Wyoming Holding Co., or OCI Holdings, to hold, at the closing of our offering, a 50.49% controlling general partner interest in OCI Wyoming, L.P., or OCI Wyoming. OCI Wyoming owns and operates a trona ore mining and soda ash production facility in the Green River Basin of Wyoming. This general partner interest in OCI Wyoming is currently held by OCI Holdings. OCI Chemical Corporation, or OCI Chemical, owns 100% of the capital stock of OCI Holdings. OCI Chemical is a wholly owned subsidiary of OCI Enterprises Inc., or Enterprises. OCI Wyoming Co., or Wyoming Co., owns a 1% limited partner interest in OCI Wyoming. Wyoming Co. is owned by Enterprises and affiliates of National Resource Partners L.P., or NRP, an unaffiliated third party. NRP also owns a 48.51% general partner interest in OCI Wyoming.
        OCI Resource Partners LLC, as general partner, did not make a capital contribution to the Partnership in connection with its formation. On May 2, 2013, OCI Holdings, as the organizational limited partner, contributed $1,000 to the Partnership. Other than the capital contribution, there was no activity in the partnership between April 22, 2013 and May 3, 2013.
2. NATURE OF OPERATIONS
        The Partnership's operations will consist solely of an investment in OCI Wyoming, which is in the business of mining trona ore to produce soda ash.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        Basis of Presentation —This balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, membership interests, and cash flows have not been presented because the entity has had no business transactions or activities to date.
        Subsequent Events —The Partnership plans to file a Registration Statement on Form S-1 for an initial public offering of it common partnership units. Subsequent events have been evaluated through May 8, 2013, the date these financial statements were available to be issued.
4. COMMITMENTS AND CONTINGENCIES
        As of the date of these financial statements, the Partnership had no outstanding commitments or contingencies.
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 APPENDIX A
GLOSSARY OF INDUSTRY TERMS
        ANSAC:     American Natural Soda Ash Corporation, a U.S. export cooperative organized under the provisions of the Webb-Pomerene Act of 1918.
        Calciner:     A large furnace used to heat and bring about thermal decomposition of trona.
        Continuous Miner:     A machine with a large rotating steel drum equipped with tungsten carbide teeth that scrapes trona from a mining bed seam.
        Deca:     Sodium carbonate decahydrate, a natural by-product of trona ore processing.
        Effective Capacity:     The volume of soda ash that can be generated using current operational resources, taking into account scheduled and unscheduled downtime and idled capacity.
        Liquor:     A solution consisting of sodium carbonate dissolved in water.
        Longwall Mining:     A mining method employing heavy machinery to cut and remove trona from the wide face of a mine and hoist it to the surface. Longwall mining provides high production rates with low operating costs but requires large areas of medium to thick seams.
        Mining Bed:     A layer or stratum of trona.
        Mining Face:     The exposed area of an underground mine from which trona is extracted.
        MMBTU:     Million British thermal units
        MSHA:     Mine Safety and Health Administration.
        Nameplate Capacity:     Maximum potential output of a mining facility.
        Non-subsidence mining:     Any one of several mining techniques designed to prevent or avoid the collapse of the surface above the mine. Room and pillar mining, which leaves "pillars" to support the roof of a mine, is a form of non-subsidence mining.
        Operating Rate:     The amount of soda ash produced in a given year as a percentage of effective capacity for that year.
        Ore to Ash Ratio:     The number of short tons of trona ore it takes to produce one short ton of soda ash.
        Purged Liquor:     Liquor expelled into collection ponds during trona ore processing.
        Recovery Rate:     An amount, expressed as a percentage, calculated by dividing the volume of dry soda ash produced by the sum of the volume of dry soda ash produced and the losses experienced in the refinery process.
        Reserves:     That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
        Room and Pillar Mining:     A mining method wherein underground mineral seams are mined in a network of "rooms." As these rooms are cut and formed, continuous miners simultaneously load trona onto shuttle cars for hoisting to the surface. "Pillars" composed of trona are left behind in these rooms to support the roofs of the mines. Room and pillar mining is often used to mine smaller blocks or center seams.
        Run-of-Mine:     The amount of trona removed directly from the mine prior to processing.
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        Seam:     Trona deposits occur in layers typically separated by layers of rock. Each layer of trona is called a "seam."
        Soda Ash:     Sodium carbonate (Na 2 CO 3 ) in a powder form.
        Solution Mining:     A mining method in which ore is extracted by dissolving it in a leaching solution and pumping the dissolved ore to the surface for processing. Solution mining is used in situations where minimal seam width or deep mining beds prohibit the use of conventional underground mining techniques.
        Tailings Disposal:     Disposal of materials left over after the process of separating the soluble portion of trona ore from the non-soluble portion of trona ore.
        Trona:     Sodium sesquicarbonate (Na 3 H(CO 3 ) 2 ), a naturally occurring soft mineral, consisting primarily of sodium carbonate, or soda ash, sodium bicarbonate and water.
        Trona Ore:     Trona that has been removed from the ground.
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 APPENDIX B
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
OCI RESOURCES LP
To be filed by amendment.
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OCI Resources LP
                  Common Units
Representing Limited Partner Interests

Prospectus
                     , 2013

Citigroup
Goldman, Sachs & Co.
        Through and including                    , 2013 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common units, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
        Set forth below are the expenses (other than underwriting discounts and the structuring fee) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee, the FINRA filing fee and the NYSE listing fee the amounts set forth below are estimates.

					
SEC registration fee	 	$	15,686	 	
FINRA filing fee	 	 	17,750	 	
Printing and engraving expenses	 	 	 	*	
Fees and expenses of legal counsel	 	 	          	*	
Accounting fees and expenses	 	 	          	*	
Transfer agent and registrar fees	 	 	          	*	
NYSE listing fee	 	 	          	*	
Miscellaneous	 	$	          	*	
 	 	 	 	
Total	 	$	          	*	

*
To be completed by amendment.
ITEM 14.    INDEMNIFICATION OF OFFICERS AND MEMBERS OF OUR BOARD OF DIRECTORS.
OCI Resources LP
        Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever. The section of the prospectus entitled "The Partnership Agreement—Indemnification" discloses that we will generally indemnify officers, directors and affiliates of the general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference.
        The underwriting agreement to be entered into in connection with the sale of the securities offered pursuant to this registration statement, the form of which will be filed as an exhibit to this registration statement, provides for indemnification of OCI Resources LP and our general partner, their officers and directors, and any person who controls our general partner, including indemnification for liabilities under the Securities Act.

 OCI Resource Partners LLC
        Subject to any terms, conditions or restrictions set forth in the limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
        Under the amended and restated limited liability agreement of our general partner, in most circumstances, our general partner will indemnify the following persons, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
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arising from any and all claims, demands, actions, suits or proceedings (whether civil, criminal, administrative or investigative):
•
any person who is or was an affiliate of our general partner (other than us and our subsidiaries); 

•
any person who is or was a member, partner, officer, director, employee, agent or trustee of our general partner or any affiliate of our general partner; 

•
any person who is or was serving at the request of our general partner or any affiliate of our general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person; and 

•
any person designated by our general partner.
        Our general partner will purchase insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of the general partner or any of its direct or indirect subsidiaries.
ITEM 15.    RECENT SALES OF UNREGISTERED SECURITIES.
        In April 2013, in connection with our formation, we issued to (1) our general partner a general partner interest in us and (2) OCI Holdings a limited partner interest in us in exchange for $1,000. Our general partner did not make a capital contribution to us in connection with our formation. These transactions were exempt from registration under Section 4(a)(2) of the Securities Act.
ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

				
Exhibit
Number	 	Description	
 	1.1	*	Form of Underwriting Agreement	
 	  	 	 	
 	3.1	**	Certificate of Limited Partnership of OCI Resources LP dated April 22, 2013	
 	  	 	 	
 	3.2	*	First Amended and Restated Agreement of Limited Partnership of OCI Resources LP (included as Appendix B in the prospectus included in this Registration Statement)	
 	  	 	 	
 	3.3	**	Certificate of Formation of OCI Resource Partners LLC dated April 22, 2013	
 	  	 	 	
 	3.4	*	Amended and Restated Limited Liability Company Agreement of OCI Resource Partners LLC	
 		 	 	
 	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request.	
 	  	 	 	
 	5.1	 	Opinion of Dechert LLP as to the legality of the securities being registered	
 	  	 	 	
 	8.1	 	Opinion of Dechert LLP relating to tax matters	
 	  	 	 	
 	10.1	 	Contribution, Assignment and Assumption Agreement dated July 18, 2013 by and between OCI Wyoming Holding Co. and OCI Resources LP	
 	  	 	 	
 	10.2	*	Form of Omnibus Agreement	
 	  	 	 	
 	10.3	 	Credit Agreement dated as of July 18, 2013 among OCI Wyoming, L.P., as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto	
 	  	 	 	
 	10.4	 	Credit Agreement dated as of July 18, 2013 among OCI Resources LP, as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto	
 	  	 	 	
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Exhibit
Number	 	Description	
 	10.5	 	Second Amended and Restated Agreement of Limited Partnership of OCI Wyoming, L.P. dated July 18, 2013	
 	  	 	 	
 	10.6	**	Sodium Lease (WYW0111731), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.7	**	Sodium Lease (WYW0111730), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.8	**	Sodium Lease (WYW101824), dated June 1, 2008, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.9	**	Sodium Lease (WYW079420), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.10	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42571, dated August 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.11	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42570, dated August 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.12	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-26012, dated November 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.13	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25779, dated September 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.14	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25971, dated November 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.15	**	License Agreement, dated July 18, 1961, between Union Pacific Railroad Company and Stauffer Chemical Company of Wyoming (as amended by Amendment to License Agreement, dated September 20, 2010, between OCI Wyoming, L.P., as successor by assignment from Stauffer Chemical Company of Wyoming, and Rock Springs Royalty Company LLC, as successor in interest to Union Pacific Railroad Company)	
 	  	 	 	
 	10.16	**	Agreement, dated March 10, 1961, among Rock Springs Grazing Association, Union Pacific Railroad Company and OCI Wyoming, L.P., as successor by assignment from Stauffer Chemical Company of Wyoming	
 	  	 	 	
 	10.17	*	Contribution, Assignment and Assumption Agreement by and between OCI Wyoming Co. and OCI Resources LP	
 	  	 	 	
 	21.1	**	List of Subsidiaries of OCI Resources LP	
 	  	 	 	
 	23.1	 	Consent of Deloitte & Touche LLP with respect to OCI Resources LP	
 	  	 	 	
 	23.2	 	Consent of Deloitte & Touche LLP with respect to OCI Wyoming Holding Co. and subsidiary	
 	  	 	 	
 	23.3	 	Consent of Dechert LLP (contained in Exhibit 5.1)	
 	  	 	 	
 	23.4	 	Consent of Dechert LLP (contained in Exhibit 8.1)	
 	  	 	 	
 	23.5	 	Consent of Hollberg Professional Group, PC	
 	  	 	 	
 	24.1	**	Powers of Attorney (contained on the signature page to this Registration Statement)	

*
To be filed by amendment.

**
Previously filed.

†
Certain portions have been omitted pursuant to a pending confidential treatment request. Omitted information has been separately filed with the Securities and Exchange Commission.
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ITEM 17.    UNDERTAKINGS.
        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
        The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
        The undersigned registrant hereby undertakes that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to this offering required to be filed pursuant to Rule 424;
         (ii)  Any free writing prospectus relating to this offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
        (iii)  The portion of any other free writing prospectus relating to this offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
        (iv)  Any other communication that is an offer in this offering made by the undersigned registrant to the purchaser.
        The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
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Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        The undersigned registrant undertakes to send to each common unitholder, at least on an annual basis, a detailed statement of any transactions with Enterprises, our general partner, or any of their affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to Enterprises, our general partner, or any of their affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.
        The registrant undertakes to provide to the common unitholders the financial statements required by Form 10-K for the first full fiscal year of operations of the registrant.
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 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on July 22, 2013.

					
 	 	OCI RESOURCES LP	

 	
By:	
 	
OCI RESOURCE PARTNERS LLC,
its general partner	

 	
By:	
 	
/s/ Kirk H. Milling
	
 	 	 	 	Name: Kirk H. Milling	
 	 	 	 	Title: Chief Executive Officer	
        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ Kirk H. Milling

Kirk H. Milling	 	Chief Executive Officer and Director
(Principal Executive Officer)	 	July 22, 2013	

*

Mark J. Lee	
 	
Director	
 	
July 22, 2013	

/s/ Kim Choungho

Choungho (Charles) Kim	
 	
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)	
 	
July 22, 2013	

							
*By:	 	/s/ Kirk H. Milling
	 	 	 	 	
Name:	 	Kirk H. Milling	 	 	 	 	
Title:	 	Attorney-in-fact	 	 	 	 	
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 INDEX TO EXHIBITS

				
Exhibit
Number	 	Description	
 	1.1	*	Form of Underwriting Agreement	
 	  	 	 	
 	3.1	**	Certificate of Limited Partnership of OCI Resources LP dated April 22, 2013	
 	  	 	 	
 	3.2	*	First Amended and Restated Agreement of Limited Partnership of OCI Resources LP (included as Appendix B in the prospectus included in this Registration Statement)	
 	  	 	 	
 	3.3	**	Certificate of Formation of OCI Resource Partners LLC dated April 22, 2013	
 	  	 	 	
 	3.4	*	Amended and Restated Limited Liability Company Agreement of OCI Resource Partners LLC	
 	  	 	 	
 	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request.	
 	  	 	 	
 	5.1	 	Opinion of Dechert LLP as to the legality of the securities being registered	
 	  	 	 	
 	8.1	 	Opinion of Dechert LLP relating to tax matters	
 	  	 	 	
 	10.1	 	Contribution, Assignment and Assumption Agreement dated July 18, 2013 by and between OCI Wyoming Holding Co. and OCI Resources LP	
 	  	 	 	
 	10.2	*	Form of Omnibus Agreement	
 	  	 	 	
 	10.3	 	Credit Agreement dated as of July 18, 2013 among OCI Wyoming, L.P., as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto	
 	  	 	 	
 	10.4	 	Credit Agreement dated as of July 18, 2013 among OCI Resources LP, as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto	
 	  	 	 	
 	10.5	 	Second Amended and Restated Agreement of Limited Partnership of OCI Wyoming, L.P. dated July 18, 2013	
 	  	 	 	
 	10.6	**	Sodium Lease (WYW0111731), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.7	**	Sodium Lease (WYW0111730), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.8	**	Sodium Lease (WYW101824), dated June 1, 2008, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.9	**	Sodium Lease (WYW079420), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and OCI Wyoming, L.P.	
 	  	 	 	
 	10.10	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42571, dated August 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.11	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42570, dated August 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.12	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-26012, dated November 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
II-7

Table of Contents

				
Exhibit
Number	 	Description	
 	10.13	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25779, dated September 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.14	**	Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25971, dated November 2, 2009, between the State of Wyoming and OCI Wyoming, L.P.	
 	  	 	 	
 	10.15	**	License Agreement, dated July 18, 1961, between Union Pacific Railroad Company and Stauffer Chemical Company of Wyoming (as amended by Amendment to License Agreement, dated September 20, 2010, between OCI Wyoming, L.P., as successor by assignment from Stauffer Chemical Company of Wyoming, and Rock Springs Royalty Company LLC, as successor in interest to Union Pacific Railroad Company)	
 	  	 	 	
 	10.16	**	Agreement, dated March 10, 1961, among Rock Springs Grazing Association, Union Pacific Railroad Company and OCI Wyoming, L.P., as successor by assignment from Stauffer Chemical Company of Wyoming	
 	  	 	 	
 	10.17	*	Contribution, Assignment and Assumption Agreement by and between OCI Wyoming Co. and OCI Resources LP	
 	  	 	 	
 	21.1	**	List of Subsidiaries of OCI Resources LP	
 	  	 	 	
 	23.1	 	Consent of Deloitte & Touche LLP with respect to OCI Resources LP	
 	  	 	 	
 	23.2	 	Consent of Deloitte & Touche LLP with respect to OCI Wyoming Holding Co. and subsidiary	
 	  	 	 	
 	23.3	 	Consent of Dechert LLP (contained in Exhibit 5.1)	
 	  	 	 	
 	23.4	 	Consent of Dechert LLP (contained in Exhibit 8.1)	
 	  	 	 	
 	23.5	 	Consent of Hollberg Professional Group, PC	
 	  	 	 	
 	24.1	**	Powers of Attorney (contained on the signature page to this Registration Statement)	

*
To be filed by amendment.

**
Previously filed.

†
Certain portions have been omitted pursuant to a pending confidential treatment request. Omitted information has been separately filed with the Securities and Exchange Commission.
II-8

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 Exhibit 5.1

			
	 	1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com	

 	
 	
July 22, 2013
OCI Resources LP
Five Concourse Parkway
Suite 2500
Atlanta, Georgia 30328
Re:
REGISTRATION STATEMENT ON FORM S-1
REGISTRATION NO. 189838
Ladies and Gentlemen:
        We have acted as counsel to OCI Resources LP, a Delaware limited partnership (the " Partnership "), in connection with the preparation and filing of a Registration Statement on Form S-1 as originally submitted on May 9, 2013 to the U.S. Securities and Exchange Commission (the " Commission ") for confidential, non-public review under the Securities Act of 1933, as amended (the " Securities Act "), as subsequently amended and submitted to the Commission for confidential, non-public review on June 24, 2013, and as filed with the Commission on July 8, 2013, and as subsequently amended and filed with the Commission on July 22, 2013 (the " Registration Statement "), relating to the proposed offering by the Partnership of common units representing limited partner interests in the Partnership (the " Common Units "), including certain units that may be sold pursuant to the underwriters' over-allotment option, to be sold to the underwriters pursuant to an underwriting agreement substantially in the form to be filed as Exhibit 1.1 (the " Underwriting Agreement "). The term "Common Units" shall include any additional Common Units registered by the Partnership pursuant to Rule 462(b) under the Common Units Act in connection with the offering contemplated by the Registration Statement.
        This opinion is being furnished to the Partnership in connection with the requirements of Item 16 of Form S-1 under the Securities Act, and no opinion is expressed herein as to any matter other than the legality of the Common Units.
        In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Partnership and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion, including the following documents:
(i)
the Registration Statement;

(ii)
the Underwriting Agreement;

(iii)
the Certificate of Limited Partnership of the Partnership;

(iv)
the First Amended and Restated Agreement of Limited Partnership of the Partnership; and

(v)
resolutions of the board of directors of OCI Resource Partners LLC, the general partner of the Partnership, relating to, among other things, the authorization and issuance of the Common Units.
        As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of officers, directors, employees and representatives of the Partnership.

        In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of natural persons and (ii) the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Partnership).
        On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that, when (i) the Underwriting Agreement has been duly executed and delivered by the parties thereto and (ii) the Common Units have been issued and delivered against receipt by the Partnership of payment therefor in accordance with the terms of the Underwriting Agreement and as described in the prospectus which forms a part of the Registration Statement, the Common Units will be duly authorized and validly issued, and purchasers of the Common Units will have no obligation under the Delaware Revised Uniform Limited Partnership Act (the " Delaware LP Act "), the Partnership's governing documents or any resolution or other action taken under the Partnership's governing documents to make further payments for their purchase of the Common Units or contributions to the Partnership solely by reason of their ownership of the Common Units or their status as limited partners of the Partnership and no personal liability for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership.
        The opinion expressed herein is limited to the Delaware LP Act and judicial interpretations thereof. We are not members of the bar of the State of Delaware.
        We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.
        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Validity of Our Common Units" in the prospectus which forms a part of the Registration Statement. We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Common Units. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Dechert LLP
2

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Exhibit 5.1

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 Exhibit 8.1

			
	 	1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com	

 	
 	
July 22, 2013
OCI Resources LP
Five Concourse Parkway
Suite 2500
Atlanta, Georgia 30328
Re: OCI Resources LP Registration Statement on Form S-1
Ladies and Gentlemen:
        We have acted as counsel for OCI Resources LP (the "Partnership"), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Registration Statement on Form S-1 (File No. 333-189838), as amended (the "Registration Statement") and filed by the Partnership with the Securities and Exchange Commission (the "Commission"), to which this opinion is an exhibit.
        This opinion is based on the statements, covenants and assumptions contained in the Registration Statement, and a representation letter provided to us by the Partnership in support of this opinion (the "Officer's Certificate"), and other information provided to us by the representatives of the Partnership.
        In providing this opinion, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate in our capacity as counsel for the Partnership. In our examination, we have assumed the authenticity of all documents provided to us by representatives of the Partnership as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of this opinion, we are relying upon the truth and accuracy of all relevant items and have not made an independent investigation or audit of the facts set forth in the above-referenced documents or the Officer's Certificate.
        We hereby confirm that all statements of legal conclusions set forth under the caption "Material U.S. Federal Income Tax Consequences" (the "Discussion") in the Registration Statement constitute the opinion of Dechert LLP with respect to the matters contained therein as of the effective date of the Registration Statement, and are conditioned upon the assumptions, qualifications, and limitations set forth therein.
        We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm name in the Discussion. This consent does not constitute an admission that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

			
 	 	Very truly yours,	

 	
/s/ Dechert LLP	
    
US Austin Boston Charlotte Hartford Los Angeles New York Orange County Philadelphia Princeton San Francisco Silicon Valley
Washington DC EUROPE Brussels Dublin Frankfurt London Luxembourg Moscow Munich Paris ASIA Beijing Hong Kong

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Exhibit 8.1

Exhibit 10.1
 
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
 
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 ”).
 
W I T N E S S E T H
 
WHEREAS, the Contributor holds a 50.49% general partner interest in OCI Wyoming, L.P., a Delaware limited partnership (“ OCI Wyoming ”); and
 
WHEREAS, the Contributor desires to transfer its 50.49% general partner interest in OCI Wyoming (the “ Contributed Asset ”) to OCI MLP in exchange for a 100% limited partner interest in OCI MLP;
 
NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, agree as follows:
 
1.                                      Agreement for Contribution .  As of July 18, 2013, the Contributor transfers, assigns, conveys and delivers to OCI MLP all of its rights, title and interest in, to and under, and OCI MLP accepts and takes assignment from the Contributor of, the Contributed Asset as a capital contribution by the Contributor.
 
2.                                      Consideration . As consideration for the transfer of the Contributed Asset from the Contributor to OCI MLP, the Contributor shall receive a 100% limited partner interest in OCI MLP.
 
3.                                      Further Assurances . From time to time after the date of this Agreement, without the payment of any additional consideration, each party hereto shall execute all such instruments and take all such other actions as the other party shall reasonably request in connection with carrying out and effectuating the intent and purpose hereof and all of the transactions contemplated by this Agreement.
 
4.                                      Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
 
5.                                      Amendments and Waivers .  This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought.
 
6.                                      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
 
7.                                      Headings . The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect their meaning, construction or effect.

 
8.                                      Counterparts; Electronic Delivery . This Agreement may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by electronic means, such as facsimile or portable document format, shall be as effective as delivery of a manually executed counterpart of this Agreement.
 
Signature Page Follows
 
2 

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

 	OCI WYOMING HOLDING CO.	

 	By:	/s/ Kirk H. Milling	
 	 	Name: Kirk H. Milling	
 	 	Title: Chief Executive Officer, President and Director	

 	OCI RESOURCES LP	
 	 	
 	By: OCI Resource Partners LLC, its general partner	

 	By:	/s/ Kirk H. Milling	
 	 	Name: Kirk H. Milling	
 	 	Title: Chief Executive Officer, President and Director	

Exhibit 10.3
 
EXECUTION VERSION
 
Published CUSIP Number: 67081UAA2
 
CREDIT AGREEMENT
 
Dated as of July 18, 2013
 
among
 
OCI WYOMING, L.P.,
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 L/C Issuer,
 
and
 
THE OTHER LENDERS PARTY HERETO
 
Arranged By:
 
BANK OF AMERICA MERRILL LYNCH,
as Sole Lead Arranger and Sole Book Manager

 
TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	1	
 	 	 	
1.01	 	Defined Terms	 	1	
1.02	 	Other Interpretive Provisions	 	28	
1.03	 	Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis	 	29	
1.04	 	Rounding	 	30	
1.05	 	Times of Day	 	30	
1.06	 	Letter of Credit Amounts	 	30	
 	 	 	 	 	
ARTICLE II THE REVOLVING COMMITMENTS AND CREDIT EXTENSIONS	 	31	
 	 	 	
2.01	 	Revolving Loans	 	31	
2.02	 	Borrowings, Conversions and Continuations of Loans	 	32	
2.03	 	Letters of Credit	 	34	
2.04	 	Swing Line Loans	 	42	
2.05	 	Prepayments	 	45	
2.06	 	Termination or Reduction of Aggregate Revolving Commitments	 	46	
2.07	 	Repayment of Loans	 	46	
2.08	 	Interest	 	46	
2.09	 	Fees	 	47	
2.10	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	 	48	
2.11	 	Evidence of Debt	 	48	
2.12	 	Payments Generally; Administrative Agent’s Clawback	 	49	
2.13	 	Sharing of Payments by Lenders	 	50	
2.14	 	Cash Collateral	 	51	
2.15	 	Defaulting Lenders	 	52	
 	 	 	 	 	
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	 	54	
 	 	 	
3.01	 	Taxes	 	54	
3.02	 	Illegality	 	58	
3.03	 	Inability to Determine Rates	 	59	
3.04	 	Increased Costs	 	59	
3.05	 	Compensation for Losses	 	60	
3.06	 	Mitigation of Obligations; Replacement of Lenders	 	61	
3.07	 	Survival	 	61	
 	 	 	 	 	
ARTICLE IV GUARANTY	 	62	
 	 	 	
4.01	 	The Guaranty	 	62	
4.02	 	Obligations Unconditional	 	62	
4.03	 	Reinstatement	 	63	
4.04	 	Certain Additional Waivers	 	63	
4.05	 	Remedies	 	63	
4.06	 	Rights of Contribution	 	64	
4.07	 	Guarantee of Payment; Continuing Guarantee	 	64	
4.08	 	Keepwell	 	64	
 	 	 	 	 	
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 	65	
 	 	 	
5.01	 	Conditions of Effectiveness	 	65	
5.02	 	Conditions to all Credit Extensions	 	66	
 	 	 	 	 	
ARTICLE VI REPRESENTATIONS AND WARRANTIES	 	67	
 	 	 	
6.01	 	Existence, Qualification and Power	 	67	
 
i 

 

6.02	 	Authorization; No Contravention	 	67	
6.03	 	Governmental Authorization; Other Consents	 	67	
6.04	 	Binding Effect	 	67	
6.05	 	Financial Statements; No Material Adverse Effect	 	68	
6.06	 	Litigation	 	68	
6.07	 	No Default	 	68	
6.08	 	Ownership of Property; Liens	 	68	
6.09	 	Environmental Compliance	 	68	
6.10	 	Insurance	 	69	
6.11	 	Taxes	 	70	
6.12	 	ERISA Compliance	 	70	
6.13	 	Subsidiaries	 	70	
6.14	 	Use of Proceeds; Margin Regulations; Investment Company Act	 	71	
6.15	 	Disclosure	 	71	
6.16	 	Compliance with Laws	 	71	
6.17	 	Intellectual Property; Licenses, Etc .	 	71	
6.18	 	Solvency	 	72	
6.19	 	Business Locations; Taxpayer Identification Number	 	72	
6.20	 	OFAC	 	72	
6.21	 	Patriot Act	 	72	
6.22	 	Anti-Money Laundering Laws	 	73	
 	 	 	 	 	
ARTICLE VII AFFIRMATIVE COVENANTS	 	73	
 	 	 	
7.01	 	Financial Statements	 	73	
7.02	 	Certificates; Other Information	 	74	
7.03	 	Notices	 	76	
7.04	 	Payment of Taxes	 	76	
7.05	 	Preservation of Existence, Etc .	 	76	
7.06	 	Maintenance of Properties	 	77	
7.07	 	Maintenance of Insurance	 	77	
7.08	 	Compliance with Laws	 	77	
7.09	 	Books and Records	 	77	
7.10	 	Inspection Rights	 	77	
7.11	 	Use of Proceeds	 	78	
7.12	 	Additional Guarantors	 	78	
 	 	 	 	 	
ARTICLE VIII NEGATIVE COVENANTS	 	78	
 	 	 	
8.01	 	Liens	 	78	
8.02	 	Investments	 	80	
8.03	 	Indebtedness	 	81	
8.04	 	Fundamental Changes	 	83	
8.05	 	Dispositions	 	83	
8.06	 	Restricted Payments	 	83	
8.07	 	Change in Nature of Business	 	84	
8.08	 	Transactions with Affiliates	 	84	
8.09	 	Burdensome Agreements	 	85	
8.10	 	Use of Proceeds	 	85	
8.11	 	Financial Covenants	 	85	
8.12	 	Organization Documents; Fiscal Year; Changes in Accounting Policy; Legal Name, State of Formation and Form of Entity	 	85	
8.13	 	Ownership of Subsidiaries	 	86	
8.14	 	Sale Leasebacks and Securitization Transactions	 	86	
 
ii 

 

8.15	 	Sanctions	 	86	
 	 	 	 	 	
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	 	86	
 	 	 	
9.01	 	Events of Default	 	86	
9.02	 	Remedies Upon Event of Default	 	88	
9.03	 	Application of Funds	 	89	
 	 	 	 	 	
ARTICLE X ADMINISTRATIVE AGENT	 	90	
 	 	 	
10.01	 	Appointment and Authority	 	90	
10.02	 	Rights as a Lender	 	91	
10.03	 	Exculpatory Provisions	 	91	
10.04	 	Reliance by Administrative Agent	 	92	
10.05	 	Delegation of Duties	 	92	
10.06	 	Resignation of Administrative Agent	 	92	
10.07	 	Non-Reliance on Administrative Agent and Other Lenders	 	94	
10.08	 	No Other Duties; Etc .	 	94	
10.09	 	Administrative Agent May File Proofs of Claim	 	94	
10.10	 	Collateral and Guaranty Matters	 	95	
10.11	 	Secured Cash Management Agreements and Secured Hedge Agreements	 	95	
 	 	 	 	 	
ARTICLE XI MISCELLANEOUS	 	96	
 	 	 	
11.01	 	Amendments, Etc .	 	96	
11.02	 	Notices; Effectiveness; Electronic Communications	 	98	
11.03	 	No Waiver; Cumulative Remedies; Enforcement	 	100	
11.04	 	Expenses; Indemnity; Damage Waiver	 	100	
11.05	 	Payments Set Aside	 	102	
11.06	 	Successors and Assigns	 	102	
11.07	 	Treatment of Certain Information; Confidentiality	 	107	
11.08	 	Right of Setoff	 	108	
11.09	 	Interest Rate Limitation	 	108	
11.10	 	Counterparts; Integration; Effectiveness	 	109	
11.11	 	Survival of Representations and Warranties	 	109	
11.12	 	Severability	 	109	
11.13	 	Replacement of Lenders	 	109	
11.14	 	Governing Law; Jurisdiction; Etc .	 	110	
11.15	 	Waiver of Jury Trial	 	111	
11.16	 	No Advisory or Fiduciary Responsibility	 	112	
11.17	 	Electronic Execution of Assignments and Certain Other Documents	 	112	
11.18	 	Subordination of Intercompany Indebtedness	 	112	
11.19	 	USA PATRIOT Act Notice	 	113	
 
iii 

 

SCHEDULES	 	 	 	 	
 	 	 	 	 	
2.01	 	Revolving Commitments and Applicable Percentages	 	 	
2.03	 	Existing Letters of Credit	 	 	
6.13	 	Subsidiaries	 	 	
6.17	 	IP Rights	 	 	
6.19-1	 	Locations of Real Property	 	 	
6.19-2	 	Location of Chief Executive Office, Taxpayer Identification Number, Etc.	 	 	
6.19-3	 	Changes in Legal Name, State of Formation and Structure	 	 	
8.01	 	Liens Existing on the Closing Date	 	 	
8.02	 	Investments Existing on the Closing Date	 	 	
8.03	 	Indebtedness Existing on the Closing Date	 	 	
11.02	 	Administrative Agent’s Office; Certain Addresses for Notices	 	 	
11.06	 	Competitors	 	 	
 	 	 	 	 	
EXHIBITS	 	 	 	 	
 	 	 	 	 	
1.01	 	Form of Administrative Questionnaire	 	 	
2.02	 	Form of Loan Notice	 	 	
2.04	 	Form of Swing Line Loan Notice	 	 	
2.11	 	Form of Note	 	 	
3.01 (1-4)	 	Forms of U.S. Tax Compliance Certificates	 	 	
7.02	 	Form of Compliance Certificate	 	 	
7.12	 	Form of Guarantor Joinder Agreement	 	 	
9.03	 	Form of Secured Party Designation Notice	 	 	
11.06	 	Form of Assignment and Assumption	 	 	
 
iv 

 
CREDIT AGREEMENT
 
This CREDIT AGREEMENT is entered into as of July 18, 2013 among OCI WYOMING, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
 
The Borrower has requested that the Lenders provide a revolving credit facility for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.
 
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE I
 
DEFINITIONS AND ACCOUNTING TERMS
 
1 .01        Defined Terms .
 
As used in this Agreement, the following terms shall have the meanings set forth below:
 
“ 2012 Financial Statements ” means the un audited combined balance sheet of Wyoming Co. and the Borrower for the fiscal year ended December 31, 2012, and the related combined statements of income or operations, shareholders’ equity and cash flows of Wyoming Co. and the Borrower for such fiscal year, including the notes thereto.
 
“ Accepting Lenders ” has the meaning specified in Section 11.06(g) .
 
“ Acquisition ” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or substantially all of the property of, or a line of business, division or operating group of, another Person or (b) at least a majority of the Voting Equity Interests of another Person, in each case whether or not involving a merger or consolidation with such other Person.
 
“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 
“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
 
“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit 1.01 or any other form approved by the Administrative Agent.
 
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 
“ Aggregate Revolving Commitments ” means the Revolving Commitments of all the Lenders.  The amount of the Aggregate Revolving Commitments in effect on the Closing Date is One Hundred Ninety Million Dollars ($190,000,000).

 
“ Agreement ” means this Credit Agreement.
 
“ Applicable Percentage ” means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.  The Applicable Percentages shall be subject to adjustment as provided in Section 2.15 .
 
“ Applicable Rate ” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a) :

Pricing
Tier	 	Consolidated Leverage Ratio	 	Eurodollar Rate
Loans	 	Base Rate
Loans	 	Commitment
Fee	 	
 	 	 	 	 	 	 	 	 	 	
1	 	< 1.25:1.00	 	1.50	%	0.50	%	0.275	%	
2	 	> 1.25:1.00 but < 1.75:1.00	 	1.75	%	0.75	%	0.300	%	
3	 	> 1.75:1.00 but < 2.25:1.00	 	2.00	%	1.00	%	0.325	%	
4	 	> 2.25:1.00	 	2.25	%	1.25	%	0.350	%	
 
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the earlier of (i) the date a Compliance Certificate is delivered, or (ii) the date a Compliance Certificate is required to be delivered, in each case pursuant to Section 7.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(a)  whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate.  The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a)  for the fiscal quarter ending September 30, 2013 shall be determined based upon Pricing Tier 2.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .
 
“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
“ Arranger ” means Bank of America Merrill Lynch, in its capacity as sole lead arranger and sole book manager.
 
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form
 
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(including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.
 
“ Attributable Indebtedness ” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.
 
“ Auto Borrow Agreement ” has the meaning specified in Section 2.04(g) .
 
“ Availability Period ” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02 .
 
“ Bank of America ” means Bank of America, N.A. and its successors.
 
“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.0%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
 
“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.
 
“ Borrower ” has the meaning specified in the introductory paragraph hereto.
 
“ Borrower Materials ” has the meaning specified in Section 7.02 .
 
“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .
 
“ Business ” has the meaning specified in Section 6.09 .
 
“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.
 
“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or
 
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obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 
“ Cash Equivalents ” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twenty-four (24) months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “ Approved Bank ”), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic entity rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).
 
“ Cash Management Agreement ” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p cards (including, purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
 
“ Cash Management Bank ” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within thirty (30) days after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.
 
“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
 
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authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case (of clause (i) and clause (ii)) be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 
“ Change of Control ” means an event or series of events by which:
 
(a)           at any time, Chemical and its Wholly Owned Subsidiaries, in the aggregate, shall cease to (i) own Equity Interests in Resource Partners representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of Resource Partners on a fully diluted basis or (ii) have the ability to elect a majority of the board of directors or equivalent governing body of Resource Partners; or
 
(b)           at any time, (i) Chemical and its Wholly Owned Subsidiaries, in the aggregate, shall cease to own Equity Interests in Resources representing 100% of the general partner interests of Resources on a fully diluted basis or (ii) either Chemical or any of its Wholly Owned Subsidiaries shall cease to be and perform the functions of the general partner of Resources; or
 
(c)           at any time, Resources, Chemical and the Wholly Owned Subsidiaries of Chemical (together with, prior to the consummation of the transactions contemplated by clauses (a) and (b) of the definition of “Reorganization Transactions”, Wyoming Co.), in the aggregate, shall cease to (i) own Equity Interests in the Borrower representing at least 50.1% of the economic interests of the Borrower on a fully diluted basis or (ii) have the ability to elect a majority of the board of directors or equivalent governing body of the Borrower.
 
“ Chemical ” means OCI Chemical Corporation, a Delaware corporation.
 
“ Chemical Credit Agreement ” means that certain Credit Agreement dated as of the date hereof among Chemical (as borrower), the guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent.
 
“ Closing Date ” means the date hereof.
 
“ Commitment Fee ” has the meaning specified in Section 2.09(a) .
 
“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq .).
 
“ Competitor ” means each Person listed in Schedule 11.06 , as such Schedule may be updated from time to time with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that no such updates may be made during the continuance of an Event of Default.
 
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit 7.02 .
 
“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 
“ Consolidated Capital Expenditures ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures by the Borrower and its Subsidiaries during such period that, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Borrower and its Subsidiaries , but excluding expenditures (a) made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance
 
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proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (ii) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, or (iii) with cash proceeds of Dispositions that are reinvested in accordance with this Agreement; (b) made in cash to fund the purchase price of Permitted Acquisitions; and (c) made with cash proceeds from any issuances of Equity Interests after the Closing Date.
 
“ Consolidated Cash Flow ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated EBITDA for such period plus (b) rent and lease expense for such period minus (c) Consolidated Capital Expenditures (excluding Consolidated Capital Expenditures financed with non-revolving Indebtedness during such period) minus (d) income taxes paid in cash during such period.
 
“ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted (and not previously added-back) in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable for such period, (c) depreciation and amortization expense for such period, (d) all transaction, fees, costs and expenses (including reasonable fees, expenses and disbursement of counsel and professional advisors) incurred through the Closing Date in connection with the financings evidenced by this Agreement, the Chemical Credit Agreement and the Resources Credit Agreement and the IPO, (e) non-cash mark-to-market adjustments to carrying values of derivative instruments, (f) non-recurring non-cash restructuring charges, (g) any losses realized from the disposal, abandonment or discontinuance of operations (exclusive of its operating loss); minus (h) any (i) non-cash gain items corresponding to clauses (e)  and (f)  above and (ii) any gain items corresponding to clause (g)  above (exclusive of its operating income), in each case to the extent included in calculating Consolidated Net Income; provided that in the event that the Borrower or any of its Subsidiaries makes any cash payment in respect of any non-cash item corresponding to clause (e)  or (f)  above, such cash payment shall be deducted from Consolidated EBITDA in the period in which such cash payment is made.  Notwithstanding anything herein or in the application of GAAP to the contrary, Consolidated EBITDA shall include the full amount of EBITDA of the Borrower and its Subsidiaries on a consolidated basis, regardless of whether any such Subsidiary is required to be consolidated under GAAP.  The historical Consolidated EBITDA for any entities (A) that are acquired by the Borrower or any of its Subsidiaries (whether before or after the Closing Date) as permitted under the Loan Documents will be included in the calculation of Consolidated EBITDA for any period ending on or after the effective date of such acquisition and (B) that are disposed of by the Borrower or any of its Subsidiaries (whether before or after the Closing Date) will be excluded in the calculation of EBITDA for any period ending on or after the effective date of such disposition, in each case in accordance with the definition of “Pro Forma Basis”.
 
“ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a)  Consolidated Cash Flow for the period of the four fiscal quarters most recently ended to (b) the sum of (i) Consolidated Fixed Charges for the period of the four fiscal quarters most recently ended plus (ii) Restricted Payments (other than the Special Dividend and IPO Distributions) to any Person other than the Borrower or any of its Subsidiaries for the period of the four fiscal quarters most recently ended; provided , that, for the purposes of calculating the Consolidated Fixed Charge Coverage Ratio:
 
(a)           for the period of four (4) fiscal quarters ending September 30, 2013, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of one (1) fiscal quarter ending September 30, 2013  multiplied by four (4);
 
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(b)           for the period of four (4) fiscal quarters ending December 31, 2013, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of two (2) fiscal quarters ending December 31, 2013  multiplied by two (2); and
 
(c)           for the period of four (4) fiscal quarters ending March 31, 2014, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of three (3) fiscal quarters ending March 31, 2014  multiplied by one and one-third (1 1/3).
 
provided , further , that the Wyoming Co. Dividend shall be included in the calculation of  Consolidated Fixed Charge Coverage Ratio for the period in which it is made but will not be annualized with other Restricted Payments as provided in clauses (a), (b) and (c) above.
 
“ Consolidated Fixed Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum (without duplication) of (a) the cash portion of Consolidated Interest Charges for such period plus (b) Consolidated Scheduled Funded Debt Payments for such period plus (c) rent and lease expense paid in cash for such period.
 
“ Consolidated Funded Indebtedness ” means, as of any date of determination, Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis.
 
“ Consolidated Interest Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets (other than trade accounts payable in the ordinary course of business), in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period.
 
“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
 
“ Consolidated Net Income ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income for such period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period, (b) the net income of any Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents, any agreement or instrument to which any Loan Party is party or Law applicable to such Subsidiary during such period (unless any such terms are waived by the applicable parties), except that the Borrower ’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income and (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Borrower ’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso).
 
“ Consolidated Scheduled Funded Debt Payments ” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness.  For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the
 
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application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include such scheduled payments in respect of the Attributable Indebtedness and (c) shall not include any voluntary or mandatory prepayments.
 
“ Contractual Obligation ” means, as to any Person, any provision of any obligation of such Person under any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent of such Person.
 
“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
 
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
 
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 
“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans plus 2% per annum.
 
“ Defaulting Lender ” means, subject to Section 2.15(d) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding under Section 5.02 (each of which conditions precedent, together with any applicable default, shall be specifically identified with supporting facts in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding under Section 5.02 (which condition precedent, together with any applicable default, shall be specifically identified with supporting facts in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
 
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funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.
 
“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
 
“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition of any property by the Borrower or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business; (b) the sale, lease, license, transfer or other disposition of any property that is obsolete, worn-out, replaced, excess or no longer used or useful in the conduct of business of the Borrower and its Subsidiaries; (c) the sale, lease, license, transfer or other disposition of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (d) the sale, lease, license, transfer or other disposition (including providing any discount) of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; (f) the sale, transfer or other disposition of cash or Cash Equivalents for fair market value; (g) any Recovery Event; (h) the abandonment of intellectual property or other proprietary rights of such Person that are, in the reasonable business judgment of such Person, of no material value and no longer practicable to maintain or useful in the conduct of the business of such Person; (i) dispositions of property to the extent that (1) such property is substantially simultaneously exchanged for credit against the purchase price of similar or replacement property or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property in any event within one hundred eighty (180) days, (j) lease or sublease of real property in the ordinary course of business to any third party in an arm’s length commercial transaction that does not interfere in any material respect with the business of the Borrower or any of its Subsidiaries; (k) the surrender or waiver of contractual rights or settlement, release or surrender of any contract, test or other litigation claims in the ordinary course of business; and (l) the Reorganization Transactions.
 
“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on
 
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or prior to the date which is 91 days after the Maturity Date, (b) is convertible into or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case at any time prior to the date which is 91 days after the Maturity Date, (c) contains any repurchase obligation that may come into effect either (i) prior to payment in full of all Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) or (ii) prior to the date that is 91 days after the Maturity Date or (d) provides for scheduled payments of cash dividends or distributions prior to the date that is 91 days after the Maturity Date.
 
“ Documentation Agent ” means PNC Bank, National Association, in its capacity as Documentation Agent.
 
“ Dollar ” and “ $ ” mean lawful money of the United States.
 
“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.
 
“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii)  and (v)  (subject to such consents, if any, as may be required under Section 11.06(b)(iii) ).
 
“ Enterprises ” means OCI Enterprises, Inc., a Delaware corporation.
 
“ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials of potential environmental concern into the environment, including those related to releases of hazardous substances or wastes, air emissions and discharges to waste or public sewer systems.
 
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
“ Equity Interests ”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 
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“ ERISA ” means the Employee Retirement Income Security Act of 1974.
 
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
 
“ ERISA Event ” means (a) the occurrence of a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (g) the imposition of any liability to the PBGC under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.
 
“ Eurodollar Base Rate ” means:
 
(a)           for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate or any successor thereto approved by the Administrative Agent if the British Bankers Association is no longer making a LIBOR rate available (“ LIBOR ”), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the commencement of such Interest Period; and
 
(b)           for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.
 
“ Eurodollar Rate ” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing
 
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(i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.
 
“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Base Rate”.
 
“ Eurodollar Reserve Percentage ” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.
 
“ Event of Default ” has the meaning specified in Section 9.01 .
 
“ Excluded Subsidiaries ” means, collectively, (a) any non-Wholly Owned Subsidiary of the Borrower (until such time as such Subsidiary becomes a Wholly Owned Subsidiary of the Borrower), (b) any Foreign Subsidiary and (c) any Domestic Subsidiary that is not a Material Domestic Subsidiary.
 
“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.
 
“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Revolving Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Revolving Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) , (a)(iii)  or (c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes
 
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attributable to such Recipient’s failure to comply with Section 3.01(e)   and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
 
“ Existing Indebtedness ” has the meaning specified in Section 5.01(f) .
 
“ Existing Letters of Credit ” means those Letters of Credit outstanding on the Closing Date and identified on Schedule 2.03 .
 
“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.
 
“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.
 
“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
 
“ Fee Letter ” means the letter agreement dated June 28, 2013 among the Borrower, the Administrative Agent and the Arranger.
 
“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 
“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
 
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
 
“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
 
“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
 
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“ Funded Indebtedness ” of any Person means all Indebtedness of such Person other than Indebtedness described in clause (f)  of the definition thereof; provided, that, any Indebtedness that arises under a revolving credit agreement or revolving credit line shall only constitute “Funded Indebtedness” to the extent of (a) any amount actually drawn and outstanding under such agreement or credit line plus (b) the aggregate maximum face amount of letters of credit issued thereunder or in connection therewith.
 
“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board consistently applied.
 
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 
“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the primary purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the primary purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations.  The amount of any Guarantee shall be the lesser of (x) an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith and (y) the value of the property subject to a lien, to the extent that such obligation is non-recourse other than to such property.  The term “Guarantee” as a verb has a corresponding meaning.
 
“ Guarantor Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit 7.12 executed and delivered by a Domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the provisions of Section 7.12 or any similar other documents as the Administrative Agent shall reasonably deem appropriate for such purpose
 
“ Guarantors ” means, collectively, (a) each Domestic Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 , (c) with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Secured Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08 ) under the Guaranty, the Borrower, and (d) the successors and
 
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permitted assigns of the foregoing; provided , that no Excluded Subsidiary will be required to be a Guarantor hereunder.
 
“ Guaranty ” means the Guaranty made by the Guarantors in favor of the Administrative Agent, the L/C Issuer, the Lenders and the other holders of the Obligations pursuant to Article IV .
 
“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
“ Hedge Bank ” means any Person in its capacity as a party to a Swap Contract with the Borrower or any Subsidiary provided that (a) at the time such Person enters into such Swap Contract, such Person is a Lender or an Affiliate of a Lender or (b) such Swap Contract exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.
 
“ Honor Date ” has the meaning set forth in Section 2.03(c) .
 
“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
 
“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
 
(a)                                  all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
 
(b)                                  all purchase money indebtedness;
 
(c)                                   the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
 
(d)                                  all obligations (including earn-out obligations) in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
 
(e)                                   the Attributable Indebtedness of capital leases, Synthetic Lease Obligations, Sale and Leaseback Transactions and Securitization Transactions;
 
(f)                                    the Swap Termination Value of any Swap Contract;
 
(g)                                   indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (with the amount thereof being measured as the lesser of the amount of such Indebtedness or that fair market value of such property);
 
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(h)                                  all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interests, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that in no event shall obligations in respect of any of the following constitute Indebtedness: (i) any of the foregoing obligations with respect to any Equity Interests of the Borrower set forth in the respective Organizational Documents of the Borrower; (ii) Permitted Tax Distributions, the Wyoming Co. Dividend, the Special Dividend and/or IPO Distribution; and (iii) the declaration or approval by, or consent of, a board of directors, partnership committee or general partner (or similar governing body or Person) of, and the corresponding making or payment of, any such purchase, redemption, retirement, defeasance or payment permitted hereunder;
 
(i)                                      without duplication, all Guarantees in respect of any of the foregoing; and
 
(j)                                     all Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Indebtedness is expressly made non-recourse to such Person.
 
Notwithstanding the foregoing, the term Indebtedness shall not include (1) Intercompany Indebtedness, (2) deferred or prepaid revenue or (3) any earn-out obligation or other contingent obligation in respect of Indebtedness under clause (d)  of this definition until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP.
 
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 
“ Indemnitee ” has the meaning specified in Section 11.04(b) .
 
“ Information ” has the meaning specified in Section 11.07 .
 
“ Intercompany Indebtedness ” means (a) Indebtedness owing by a Loan Party or a Subsidiary of a Loan Party to another Loan Party or a Subsidiary of a Loan Party if the corresponding Investment is permitted under Section 8.02 , (b) Indebtedness owing by a Loan Party to a Loan Party and (c) Indebtedness owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party.
 
“ Interest Payment Date ” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.
 
“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice and subject to availability; provided that:
 
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(a)                                  any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
 
(b)                                  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 
(c)                                   no Interest Period shall extend beyond the Maturity Date.
 
“ Interim Financial Statements ” means the unaudited combined financial statements of Wyoming Co. and the Borrower for the fiscal quarter ending March 31, 2013, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.
 
“ Internal Revenue Code ” means the Internal Revenue Code of 1986.
 
“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, pursuant to (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
 
“ IP Rights ” has the meaning specified in Section 6.17 .
 
“ IPO ” has the meaning specified in Section 8.08 .
 
“ IPO Distributions ” means the Restricted Payment by Resources of the proceeds from the IPO to the holder of Equity Interests of Resources (which proceeds may subsequently be paid , distributed or transferred by such holder to its respective direct or indirect equityholders) in each case made within sixty (60) days after the date of the IPO.
 
“ IRS ” means the United States Internal Revenue Service.
 
“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
 
“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
 
“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, binding guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, binding requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force of law.
 
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“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
 
“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.
 
“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
 
“ L/C Issuer ” means (a) with respect to all Letters of Credit other than the Existing Letters of Credit, Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (b) with respect to the Existing Letters of Credit, or any renewal or replacement thereof, at the election of the Borrower as provided in Section 2.03(a)(i) , either Comerica Bank or Bank of America.
 
“ L/C Obligations ” means, as at any date of determination, without duplication, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
 
“ Lenders ” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes the Swing Line Lender.
 
“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
 
“ Letter of Credit ” means (a) any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder, (b) the Existing Letters of Credit and (c) any replacements of any of the foregiong.
 
“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
 
“ Letter of Credit Expiration Date ” means the day that is seven (7) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
 
“ Letter of Credit Fee ” has the meaning specified in Section 2.03(h) .
 
“ Letter of Credit Sublimit ” means an amount equal to Forty Million Dollars ($40,000,000).  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
“ Lien ” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention
 
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agreement, any easement, right of way or other encumbrance on title to real property, and any assignment, deposit arrangement, financing lease having substantially the same economic effect as any of the foregoing).
 
“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or Swing Line Loan.
 
“ Loan Documents ” means this Agreement, each Note, each Issuer Document, each Guarantor Joinder Agreement, the Fee Letter, any Auto Borrow Agreement and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 (but specifically excluding Secured Hedge Agreements and Secure Cash Management Agreements).
 
“ Loan Modification Agreement ” has the meaning specified in Section 11.06(g) .
 
“ Loan Modification Offer ” has the meaning specified in Section 11.06(g) .
 
“ Loan Notice ” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit 2.02 .
 
“ Loan Parties ” means, collectively, the Borrower and each Guarantor.
 
“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
 
“ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”
 
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
 
“ Material Domestic Subsidiary ” means any Material Subsidiary that is a Domestic Subsidiary.
 
“ Material Indebtedness ” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness arising under Swap Contracts) of the Borrower or any of the Borrower’s Subsidiaries having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.
 
“ Material Subsidiary ” means, at any date of determination, any (a) Subsidiary of the Borrower that individually has or (b) Subsidiary of the Borrower that, when taken together with all other Subsidiaries that are not Material Subsidiaries, in the aggregate has, in either case, revenues, assets or earnings in an amount equal to at least 5% of (i) the consolidated revenues of the Borrower and its Subsidiaries for the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , (ii) the consolidated assets of the Borrower and its Subsidiaries as of the last day of the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , or (iii) the consolidated net earnings of
 
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the Borrower and its Subsidiaries for the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , in each case determined in accordance with GAAP for such period.
 
“ Maturity Date ” means July 18, 2018; provided , however , that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 
“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i) , (a)(ii)  or (a)(iii) , an amount equal to 102% of the Outstanding Amount of all LC Obligations.
 
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
 
“ Multiemployer Plan ” means any employee benefit plan as described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
 
“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including any Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as described in Section 4064 of ERISA.
 
“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
 
“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 
“ Note ” has the meaning specified in Section 2.11(a) .
 
“ Obligations ” means, with respect to each Loan Party, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and (b) all obligations of the Borrower or any Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements or Secured Hedge Agreements, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
 
“ OCI Holdings ” means OCI Wyoming Holding Co., a Delaware corporation.
 
“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
 
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“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 
“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
 
“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).
 
“ Outstanding Amount ” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
 
“ Participant ” has the meaning specified in Section 11.06(d) .
 
“ Participant Register ” has the meaning specified in Section 11.06(d) .
 
“ PBGC ” means the Pension Benefit Guaranty Corporation.
 
“ Pension Act ” means the Pension Protection Act of 2006.
 
“ Pension Funding Rules ” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.
 
“ Pension Plan ” means any employee pension benefit plan as defined in Section 3 of ERISA (other than a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.
 
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“ Permitted Acquisition ” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided that (a) no Default shall have occurred and be continuing or would result from such Acquisition, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a)  or (b)  after giving effect to such Acquisition on a Pro Forma Basis, (e) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) and (f) the aggregate cash and non-cash consideration (including assumed Indebtedness (in the case of an asset (as opposed to Equity Interest) acquisition), the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including earn-out payments), but excluding the fair market value of Equity Interests issued or transferred to the sellers of such Person or assets, and provided that any portion of any deferred purchase price or assumed obligations that at any time after the consummation of such Acquisition that have been determined by the parties to the Acquisition to no longer be required to be paid in accordance with the underlying acquisition documents shall not be included for purposes of this calculation) for any such Acquisition shall not exceed $10,000,000.
 
“ Permitted Amendments ” has the meaning specified in Section 11.06(g) .
 
“ Permitted Liens ” means, at any time, Liens in respect of property of the Borrower or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01 .
 
“ Permitted Tax Distributions ” shall mean, with respect to any fiscal year or portion thereof that the Borrower (a) is treated as a partnership, S corporation or other or disregarded entity under the Internal Revenue Code, or (b) files a consolidated, combined, unitary or similar Tax return with its direct or indirect parent, cash distributions paid by the Borrower to its equityholder(s) in respect of federal, state and local income tax liabilities (including estimates thereof and any tax deficiencies or other subsequent adjustments to tax liabilities) attributable to the ultimate taxpayers’ ownership interests.
 
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
“ Plan ” means any Pension Plan maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.
 
“ Platform ” has the meaning specified in Section 7.02 .
 
“ Pro Forma Basis ” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 8.11 , such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a)  or (b) .  In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and
 
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(ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent, (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (iii) the Pro Forma Cost Savings with respect to any period shall be included in the calculation of Consolidated EBITDA.
 
“ Pro Forma Compliance Certificate ” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a)  or (b)  after giving effect to the applicable transaction on a Pro Forma Basis.
 
“ Pro Forma Cost Savings ” means, with respect to any period, the reduction in net costs and related adjustments that, without duplication, were directly attributable to any Acquisition, merger, reorganization or consolidation permitted hereunder that occurred during such period; provided that any such reductions in net costs and related adjustments are set forth in an officers’ certificate signed by the Borrower’s (or its general partner’s) chief financial officer which states (a) the amount of such reduction in net costs and related adjustments and (b) that such reduction in net costs and related adjustments are based on the reasonable good faith beliefs of the officers executing such officers’ certificate at the time of such execution.
 
“ Public Lender ” has the meaning specified in Section 7.02 .
 
“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
 
“ Recipient ” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder .
 
“ Recovery Event ” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.
 
“ Register ” has the meaning specified in Section 11.06(c) .
 
“ Reimbursement Agreements ” means (a) the Reimbursement Agreement, dated as of October 1, 2001, between Comerica Bank and the Borrower and (b) the Reimbursement Agreement, dated as of September 29, 2003, between Comerica Bank and the Borrower.
 
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“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
 
“ Reorganization Transactions ” means (a) the recapitalization of the Equity Interests of the Borrower held by Wyoming Co. on or prior to the Closing Date, (b) the redemption by Wyoming Co. of its outstanding Equity Interests held by NRP Trona LLC or one or more of its equityholders on or prior to the Closing Date, (c) the transfer by Wyoming Co. of its Equity Interests in the Borrower to Resources and payment by Resources to Wyoming Co. in exchange for such Equity Interests on or about the consummation of the IPO, (d) the consummation of the IPO, (e) the IPO Distribution, (f) the conversion of Wyoming Co. to a limited liability company and thereafter treated as an entity that is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-2(c)(2)(i) and (g) any other transactions that are reasonably related to, and necessary to give effect to, the transactions described in clause (a) — (f) of this definition.
 
“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
 
“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
 
“ Required Approval ” has the meaning specified in Section 11.06(g) .
 
“ Required Lenders ” means, at any time, at least two (2) Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders (provided that if (i) there is only one Lender, then such Lender shall constitute the Required Lenders and (ii) for purposes of this definition, a Lender, its Affiliates and its Approved Funds shall collectively be deemed to constitute a single Lender).  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.
 
“ Resource Partners ” means OCI Resource Partners LLC, a Delaware limited liability company.
 
“ Resources ” means OCI Resources LP, a Delaware limited partnership.
 
“ Resources Credit Agreement ” means that certain Credit Agreement, dated as of the date hereof among Resources (as borrower), the guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent.
 
“ Responsible Officer ” means, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of such Loan Party (or its general partner) and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of such Loan Party (or its general partner) and, solely for purposes of notices given pursuant to Article II , any other officer of the applicable Loan Party (or its general partner) so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party
 
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and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate, in form and substance reasonably satisfactory to the Administrative Agent.
 
“ Restricted Payment ” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof); provided, for clarity, neither the conversion of convertible debt into capital stock nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) shall be a Restricted Payment hereunder.
 
“ Revolving Commitment ” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 (subject to Section 2.01(b) ), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.01(b) ).
 
“ Revolving Credit Exposure ” means, as to any Lender at any time, without duplication, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
 
“ Revolving Loan ” has the meaning specified in Section 2.01(a) .
 
“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
 
“ Sanction(s) ” means any international economic sanction administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
 
“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 
“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between the Borrower or any Subsidiary and any Cash Management Bank with respect to such Cash Management Agreement.  For the avoidance of doubt, a holder of Obligations in respect of Secured Cash Management Agreements shall be subject to the last paragraph of Section 9.03 and Section 10.11 .
 
“ Secured Hedge Agreement ” means any Swap Contract that is entered into by and between the Borrower or any Subsidiary and any Hedge Bank with respect to such Swap Contract.  For the avoidance
 
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of doubt, a holder of Obligations in respect of Secured Hedge Agreements shall be subject to the last paragraph of Section 9.03 and Section 10.11 .
 
“ Secured Party Designation Notice ” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit 9.03 .
 
“ Securitization Transaction ” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.
 
“ Solvent ” or “ Solvency ” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital under applicable Laws and after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
“ Special Dividend ” has the meaning specified in Section 8.06(e) .
 
“ Specified Loan Party ” has the meaning specified in Section 4.08 .
 
“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Equity Interests is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
 
“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
 
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“ Swap Obligation ” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
 
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
 
“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
 
“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .
 
“ Swing Line Loan Notice ” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit 2.04 .
 
“ Swing Line Sublimit ” means an amount equal to Twenty Million Dollars ($20,000,000).  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
“ Syndication Agent ” means Comerica Bank, in its capacity as Syndication Agent.
 
“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
“ Threshold Amount ” means, with respect to the Borrower and its Subsidiaries, $5,000,000.
 
“ Total Credit Exposure ” means, as to any Lender at any time, without duplication, the unused Revolving Commitments of such Lender at such time, the outstanding Loans of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
 
“ Total Revolving Outstandings ” means the aggregate Outstanding Amount of, without duplication, all Revolving Loans, all Swing Line Loans and all L/C Obligations.
 
“ Type ” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.
 
“ United States ” and “ U.S. ” mean the United States of America.
 
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“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .
 
“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.
 
“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .
 
“ Voting Equity Interests ” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.
 
“ Wholly Owned Subsidiary ” means , with respect to any Person, any other Person 100% of whose Equity Interests are at the time owned by such Person directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by such Person .  Unless otherwise specified, all references herein to a “ Wholly Owned Subsidiary ” or to “ Wholly Owned Subsidiaries” shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the Borrower.
 
“ Wyoming Co .” means OCI Wyoming Co., a Delaware corporation.
 
“ Wyoming Co. Dividend ” has the meaning specified in Section 8.06(e) .
 
1 .02                         Other Interpretive Provisions .
 
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 
(a)                                  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.”  The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, replacements, refinancings or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ”, “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law or law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such Law or law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.
 
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(b)                                  In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
 
(c)                                   Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 
(d)                                  Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Responsible Officer of any Loan Party.
 
(e)                                   Any requirement under this Agreement that a matter be appropriate, satisfactory or acceptable to the Administrative Agent (or any words of similar import) shall mean, in each case, the Administrative Agent acting reasonably.  Any requirement under this Agreement that requires the determination, judgment or discretion of the Administrative Agent (or any concept of similar import) shall require the Administrative Agent to make such determination, judgment or discretion (or any concept of similar import) in good faith in the exercise of reasonable (from the perspective of a secured creditor) creditor business judgment.
 
(f)                                    All references to the “payment in full” of the Obligations or “as long as any of the Obligations shall be outstanding” or words of similar import shall mean to exclude (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount .
 
(g)                                   All references to the payment of fees and expenses of the Administrative Agent or any Lender (other than counsel fees and expenses) shall mean the reasonable and documented out-of-pocket fees; and, with respect to the fees and expenses of counsel, shall mean the reasonable and documented out-of-pocket fees and expenses of one outside law firm for the Agent and Lenders collectively, any necessary local counsel and shall not include any fees or expenses of internal counsel to the Administrative Agent or any Lender.
 
1 .03                         Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis .
 
(a)                                  Generally .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the 2012 Financial Statements, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.  The parties acknowledge and agree that, notwithstanding anything to the contrary herein, for purposes of calculating Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, the 2012
 
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Financial Statements and Interim Financial Statements shall be used to calculate the applicable numbers and figures with respect to the periods ending December 31, 2012 and March 31, 2013, respectively.
 
(b)                                  Changes in GAAP .  If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Borrower and the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the 2012 Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
 
(c)                                   Consolidation of Variable Interest Entities .  All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.
 
(d)                                  Calculation of Financial Covenants on a Pro Forma Basis .  Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to any Acquisition, Disposition or Recovery Event occurring during the applicable period.
 
1 .04                         Rounding .
 
Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number.
 
1 .05                         Times of Day .
 
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 
1 .06                         Letter of Credit Amounts .
 
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
 
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ARTICLE II
 
THE REVOLVING COMMITMENTS AND CREDIT EXTENSIONS
 
2 .01                         Revolving Loans .
 
(a)                                  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Revolving Loan ”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided , however , that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 .  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein.
 
(b)                                  Increases of the Aggregate Revolving Commitments .  The Borrower shall have the right, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments by up to $75,000,000 in the aggregate in one or more increases from time to time at any time prior to the date that is six (6) months prior to the Maturity Date then in effect, subject , however , in any such case, to satisfaction of the following conditions precedent:
 
(i)                                      any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof;
 
(ii)                                   no Default or Event of Default shall exist before and immediately after giving effect to such increase;
 
(iii)                                no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
 
(iv)                               (1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably satisfactory to the Borrower and the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to such existing Lender, the Borrower and the Administrative Agent;
 
(v)                                  any such increase in the Aggregate Revolving Commitments shall be subject to receipt by the Administrative Agent of a certificate of each Loan Party dated as of the date of such increase signed by a Responsible Officer of such Loan Party, (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (y) certifying that, immediately before and immediately after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) on and as of the date of such increase in the Aggregate Revolving Commitments, 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
 
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material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) as of such earlier date and (z) certifying that the Loan Parties shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Aggregate Revolving Commitments, with the financial covenants set forth in Section 8.11 ;
 
(vi)                               to the extent that the joinder or commitment agreements described in clause (iv)  above provide for an applicable margin of, and/or commitment fee for, additional Revolving Commitments greater than the Applicable Rate and/or Commitment Fee with respect to the existing Revolving Commitments at such time, the Applicable Rate and/or the Commitment Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of any Person) such that the Applicable Rate and/or the Commitment Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the commitment fee (as applicable) for such additional Revolving Commitments;
 
(vii)                            subject to clause (vi)  above, the terms and conditions of any Loan Document applicable to any increased Revolving Commitments shall be the same as the terms and conditions applicable to the Revolving Commitments immediately prior to giving effect to such increase;
 
(viii)                         if any Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.05 ) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its pro rata share (based on its Applicable Percentage of the increased Aggregate Revolving Commitments) of outstanding Revolving Loans; provided, that, for the avoidance of doubt, immediately after such prepayment, the Borrower shall automatically borrow from such new or increased Revolving Commitments the exact amount so prepaid such that the aggregate amount of Revolving Loans outstanding immediately prior to such prepayment, and immediately after such borrowing, shall be the same;
 
(ix)                               None of the Lenders, the Administrative Agent and the Arranger shall have any responsibility for arranging any such increase without such party’s prior written agreement; and
 
(x)                                  The Letter of Credit Sublimit and the Swing Line Sublimit shall not be increased as a result of any increase in the Aggregate Revolving Commitments (without the consent of the Required Lenders and the Letter of Credit Issuer and/or Swing Line Lender, as appropriate).
 
2 .02                         Borrowings, Conversions and Continuations of Loans .
 
(a)                                  Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a)  must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and
 
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signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c)  and 2.04(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
 
(b)                                  Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice (provided that such Lender receives such notice from the Administrative Agent by 12:00 noon on such Business Day in the case of Base Rate Loans).  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second , shall be made available to the Borrower as provided above.
 
(c)                                   Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.  Upon the occurrence and during the continuance of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
 
(d)                                  The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
 
(e)                                   After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect.
 
(f)                                    This Section 2.02 shall not apply to Swing Line Loans.
 
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2 .03                         Letters of Credit .
 
(a)                                  The Letter of Credit Commitment .
 
(i)                                      Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof and shall be deemed to be a Letter of Credit hereunder; provided, that, at the Borrower’s election, (x) the Existing Letters of Credit may be extended, renewed or replaced by Comerica Bank or (y) Bank of America issue may issue Letters of Credit in replacement of the Existing Letters of Credit .
 
(ii)                                   The L/C Issuer shall not issue any Letter of Credit if:
 
(A)                                subject to Section 2.03(b)(iii) , the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure (other than the Revolving Credit Exposure with respect to any Defaulting Lender) have approved such expiry date; or
 
(B)                                the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
 
(iii)                                The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
 
(A)                                any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date,
 
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or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
 
(B)                                the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
 
(C)                                except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
 
(D)                                such Letter of Credit is to be denominated in a currency other than Dollars;
 
(E)                                 any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion reasonably exercised) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion reasonably exercised; or
 
(F)                                  such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
 
(iv)                               The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
 
(v)                                  The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
 
(vi)                               The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
 
(b)                                  Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .
 
(i)                                      Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the
 
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L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.
 
(ii)                                   Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
 
(iii)                                If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a)  or
 
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otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.
 
(iv)                               If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”).  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
 
(v)                                  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
 
(c)                                   Drawings and Reimbursements; Funding of Participations .
 
(i)                                      Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)  may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
 
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(ii)                                   Each Lender shall upon any notice pursuant to Section 2.03(c)(i)  make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent (provided that such Lender receives such notice from the Administrative Agent by 12:00 noon on such Business Day), whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.
 
(iii)                                With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)  shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .
 
(iv)                               Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c)  to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.
 
(v)                                  Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c)  is subject to the conditions set forth in Section 5.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
 
(vi)                               If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c)  by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as
 
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the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
 
(d)                                  Repayment of Participations .
 
(i)                                      At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.
 
(ii)                                   If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i)  is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 
(e)                                   Obligations Absolute .  The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
 
(i)                                      any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
 
(ii)                                   the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
 
(iii)                                any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
 
(iv)                               waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;
 
(v)                                  honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
 
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(vi)                               any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;
 
(vii)                            any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
 
(viii)                         any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.
 
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
 
(f)                                    Role of L/C Issuer .  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The
 
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L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“ SWIFT ”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
 
(g)                                   Applicability of ISP; Limitation of Liability .  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.  Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.
 
(h)                                  Letter of Credit Fees .  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.15 , with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans times the daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand; and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
 
(i)                                      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer .  The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in (x) with respect to Bank of America in its capacity as L/C Issuer, the Fee Letter and (y) with respect to each L/C Issuer other than Bank of America, as set forth in a written agreement between the Borrower and such Person, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard out-of-pocket costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard out-of-pocket costs and charges are due and payable on demand and are nonrefundable.
 
(j)                                     Conflict with Issuer Documents .  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
 
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(k)                                  Letters of Credit Issued for Subsidiaries .  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
 
2 .04                         Swing Line Loans .
 
(a)                                  Swing Line Facility .  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , may in its sole discretion make loans (each such loan, a “ Swing Line Loan ”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided , however , that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension would reasonably be expected to have, Fronting Exposure.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04 , prepay under Section 2.05 , and reborrow under this Section 2.04 .  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
 
(b)                                  Borrowing Procedures .  Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by either, at the option of the Borrower, by crediting the account of
 
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the Borrower on the books of the Swing Line Lender in immediately available funds or by wire transfer of such funds in accordance with instructions provided by the Borrower.
 
(c)                                   Refinancing of Swing Line Loans .
 
(i)                                      The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 .  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Loan Notice (provided that such Lender receives such notice from the Administrative Agent by 12:00 noon on such Business Day), whereupon, subject to Section 2.04(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.
 
(ii)                                   If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i) , the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)  shall be deemed payment in respect of such participation.
 
(iii)                                If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c)  by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
 
(iv)                               Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)  shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
 
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counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c)  is subject to the conditions set forth in Section 5.02 (other than receipt of a Loan Notice).  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
 
(d)                                  Repayment of Participations .
 
(i)                                      At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.
 
(ii)                                   If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 
(e)                                   Interest for Account of Swing Line Lender .  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.
 
(f)                                    Payments Directly to Swing Line Lender .  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
 
(g)                                   Auto Borrow Arrangement .  In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance satisfactory to the Swing Line Lender and the Administrative Agent (the “ Auto Borrow Agreement ”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the applicable conditions set forth herein.  At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Swing Line Loans for all purposes hereof, except that Borrowings of Swing Line Loans under the Auto Borrow Agreement shall be made in accordance with the Auto Borrow Agreement.  For purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.
 
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2 .05                         Prepayments .
 
(a)                                  Voluntary Prepayments of Loans .
 
(i)                                      Revolving Loans .  The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 .  Subject to Section 2.15 , each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
 
(ii)                                   Swing Line Loans .  The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
 
(iii)                                Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a)  if such prepayment would have resulted from the refinancing of all or a portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.
 
(b)                                  Mandatory Prepayments of Loans .
 
(i)                                      Revolving Commitments .  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided , however , that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)  unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.
 
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(ii)                                   Application of Mandatory Prepayments .  All amounts required to be paid pursuant to this Section 2.05(b)  shall be applied first , ratably to the L/C Borrowings and the Swing Line Loans, second , to the outstanding Revolving Loans, and, third , to Cash Collateralize the remaining L/C Obligations.  Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.05(b)  shall be subject to Section 3.05 , but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
 
2 .06                         Termination or Reduction of Aggregate Revolving Commitments .
 
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments.  Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage.  All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.  Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Aggregate Revolving Commitments under this Section 2.06 if such termination would have resulted from the refinancing of all or a portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.
 
2 .07                         Repayment of Loans .
 
(a)                                  Revolving Loans .  The Borrower shall repay to the Lenders on the Maturity Date, unless accelerated sooner pursuant to Section 9.02 , the aggregate principal amount of all Revolving Loans outstanding on such date.
 
(b)                                  Swing Line Loans .  The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date unless accelerated sooner pursuant to Section 9.02 .
 
2 .08                         Interest .
 
(a)                                  Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate (or with respect to any Swing Line Loan advanced
 
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pursuant to an Auto Borrow Agreement, such other rate as separately agreed in writing between the Borrower and the Swing Line Lender).
 
(b)                                  (i)                                      If any amount payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such unpaid amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
 
(ii)                                   Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
(c)                                   Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
2 .09                         Fees .
 
In addition to certain fees described in subsections (h) and (i) of Section 2.03 :
 
(a)                                  Commitment Fee .  The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the “ Commitment Fee ”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 .  For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee.  The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided , that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) subject to Section 2.15 , any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender.  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
 
(b)                                  Other Fees .
 
(i)                                      The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
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(ii)                                   The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
2 .10                         Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate .
 
(a)                                  All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
 
(b)                                  If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under this Agreement.  The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.
 
2 .11                         Evidence of Debt .
 
(a)                                  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall be in the form of Exhibit 2.11 (a “ Note ”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
 
(b)                                  In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line
 
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Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
 
2 .12                         Payments Generally; Administrative Agent’s Clawback .
 
(a)                                  General .  All payments to be made by the Borrower or any other Loan Party shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Except as set forth in the definition of “Interest Period”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
(b)                                  (i)  Funding by Lenders; Presumption by Administrative Agent .  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
 
(ii)                                   Payments by Borrower; Presumptions by Administrative Agent .  Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
 
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amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
 
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
 
(c)                                   Failure to Satisfy Conditions Precedent .  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the applicable conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent promptly shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 
(d)                                  Obligations of Lenders Several .  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c)  are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c)  on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .
 
(e)                                   Funding Source .  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 
2 .13                         Sharing of Payments by Lenders .
 
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
 
(i)                                      if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
 
(ii)                                   the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
 
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Lender), (B) the application of Cash Collateral provided for in Section 2.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary (as to which the provisions of this Section shall apply).
 
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
 
2 .14                         Cash Collateral .
 
(a)                                  Certain Credit Support Events .  If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c)  or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii)  above) or within two (2) Business Days (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv)  above, after giving effect to Section 2.15(b)  and any Cash Collateral provided by the Defaulting Lender).
 
(b)                                  Grant of Security Interest .  The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest (subject to Liens permitted under Section 8.01(m) ) in all Cash Collateral, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c) .  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided (other than Liens permitted under Section 8.01(m) ), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (provided that if the Cash Collateral is more than the Minimum Collateral Amount, upon the request of the Borrower, the Administrative Agent will promptly pay, provide or distribute to the Borrower a portion of the Cash Collateral equal to the amount of such excess or surplus). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or an Affiliate thereof. The Borrower shall pay on demand therefor from time to time all customary and reasonable account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
 
(c)                                   Application .  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03 , 2.05 , 2.15 or 9.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
 
(d)                                  Release .  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the
 
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applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi) )) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
 
2 .15                         Defaulting Lenders .
 
(a)                                  Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
 
(i)                                      Waivers and Amendments .  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01 .
 
(ii)                                   Defaulting Lender Waterfall .  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third , to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14 ; fourth , as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth , if so reasonably determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14 ; sixth , to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations
 
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and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.15(b) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii)  shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
 
(iii)                                Certain Fees .
 
(A)                                No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a)  for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) .
 
(B)                                Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14 .
 
(C)                                With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B)  above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.15(b)  below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
 
(b)                                  Reallocation of Applicable Percentages to Reduce Fronting Exposure .  All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the applicable conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
 
(c)                                   Cash Collateral, Repayment of Swing Line Loans .  If the reallocation described in Section 2.15(b)  above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14 .
 
(d)                                  Defaulting Lender Cure .  If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in
 
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such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(b) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
 
ARTICLE III
 
TAXES, YIELD PROTECTION AND ILLEGALITY
 
3 .01                         Taxes .
 
(a)                                  Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .
 
(i)                                      Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e)  below.
 
(ii)                                   If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e)  below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made for Indemnified Taxes.
 
(iii)                                If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e)  below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after
 
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any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made for Indemnified Taxes.
 
(b)                                  Payment of Other Taxes by the Loan Parties .  Without limiting the provisions of subsection (a)  above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
 
(c)                                   Tax Indemnifications .
 
(i)                                      Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (except for any penalties or interest with respect to such Indemnified Taxes that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of the Administrative Agent, any Lender or the L/C Issuer), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.  Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii)  below.
 
(ii)                                   Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d)  relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) .
 
(d)                                  Evidence of Payments .  Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment of Taxes by such Loan Party or by the Administrative Agent to a
 
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Governmental Authority as provided in this Section 3.01 , such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to such Loan Party or the Administrative Agent, as the case may be.
 
(e)                                   Status of Lenders; Tax Documentation .
 
(i)                                      Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) , 3.01(e)(ii)(B)  and 3.01(e)(ii)(D)  below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
 
(ii)                                   Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
 
(A)                                any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
 
(B)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
 
(1)                                  in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
 
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(2)                                  executed originals of IRS Form W-8ECI;
 
(3)                                  in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or
 
(4)                                  to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-2 or Exhibit 3.01-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-4 on behalf of each such direct and indirect partner;
 
(C)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
 
(D)                                if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.
 
(iii)                                Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall
 
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update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
 
(f)                                    Treatment of Certain Refunds .  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund (including any application or carryover of such refund amount to reduce any amount otherwise payable to the refunding Governmental Authority) of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
 
(g)                                   Survival .  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
 
3 .02                         Illegality .
 
If any Lender determines in good faith that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
 
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reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
 
3 .03                         Inability to Determine Rates .
 
If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent reasonably determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or (b) the Required Lenders reasonably determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
 
3 .04                         Increased Costs .
 
(a)                                  Increased Costs Generally .  If any Change in Law shall:
 
(i)                                      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;
 
(ii)                                   subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
 
(iii)                                impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;
 
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by
 
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reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
 
(b)                                  Capital Requirements .  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
 
(c)                                   Certificates for Reimbursement .  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
 
(d)                                  Delay in Requests .  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
 
3 .05                         Compensation for Losses .
 
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
 
(a)                                  any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
 
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(b)                                  any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or
 
(c)                                   any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13 .
 
Such loss, cost or expense shall be limited to the actual loss, cost or expense arising from any actual liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary and reasonable administrative fees charged by such Lender in connection with the foregoing.
 
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.
 
3 .06                         Mitigation of Obligations; Replacement of Lenders .
 
(a)                                  Designation of a Different Lending Office .  If any Lender requests compensation under Section 3.04 , or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then at the request of the Borrower such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the case may be.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
 
(b)                                  Replacement of Lenders .  If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Borrower may replace such Lender in accordance with Section 11.13 .
 
3 .07                         Survival .
 
All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.
 
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ARTICLE IV
 
GUARANTY
 
4 .01                         The Guaranty .
 
Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, the L/C Issuer, the Lenders and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Obligations is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
 
Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.
 
4 .02                         Obligations Unconditional .
 
The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full and the Revolving Commitments have expired or terminated.  Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
 
(a)                                  at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
 
(b)                                  any of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall be done or omitted;
 
(c)                                   the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of
 
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the Loan Documents or any other document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
 
(d)                                  any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
 
(e)                                   any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).
 
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices required to be delivered pursuant to the terms of the Loan Documents) and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.
 
4 .03                         Reinstatement .
 
The obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable and documented out-of-pocket costs and expenses (including the fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and the holders of the Obligations taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Administrative Agent and/or holder(s) of the Obligations similarly situated taken as a whole) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
 
4 .04                         Certain Additional Waivers .
 
Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06 .
 
4 .05                         Remedies .
 
The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 9.02 ) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01 .
 
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4 .06                         Rights of Contribution .
 
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full and the Revolving Commitments have terminated.
 
4 .07                         Guarantee of Payment; Continuing Guarantee .
 
The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.
 
4 .08                         Keepwell .
 
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “ Specified Loan Party ”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.
 
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ARTICLE V
 
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 
5 .01        Conditions of Effectiveness .
 
This Agreement shall be effective upon satisfaction of the following conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent and each Lender:
 
(a)           Loan Documents .  Receipt by the Administrative Agent of executed counterparts of this Agreement and each Note requested by any Lender, each properly executed by a Responsible Officer of the signing Loan Party (or the general partner thereof).
 
(b)           Opinions of Counsel .  Receipt by the Administrative Agent of reasonably satisfactory opinions of legal counsel to the Loan Parties (including, to the extent required, local counsel to the Loan Parties), addressed to the Administrative Agent and each Lender, dated as of the Closing Date.
 
( c )           Organization Documents, Resolutions, Etc.   Receipt by the Administrative Agent of the following:
 
(i)            copies of the Organization Documents of each Loan Party certified, in the case of each certificate of limited partnership, certificate of formation or certificate of incorporation, to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party (or its general partner) to be true and correct as of the Closing Date;
 
(ii)           such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan 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 Agreement and the other Loan Documents to which such Loan Party is a party; and
 
(iii)          such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
 
(d)           Evidence of Insurance .  Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents.
 
(e)           Closing Certificate .  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a)  and (b)  have been satisfied as of the Closing Date.
 
(f)            Refinance of Existing Indebtedness .  The Borrower and its Subsidiaries shall have repaid all outstanding Indebtedness (other than Indebtedness permitted under Section 8.03 ) (the “ Existing Indebtedness ”) excluding unasserted contingent indemnification or reimbursement obligations not then due and owing, and terminated all commitments to extend credit with respect
 
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to the Existing Indebtedness, and all Liens securing the Existing Indebtedness shall have been released.
 
(g)           Fees .  Receipt by the Administrative Agent, the Arranger and the Lenders of any fees required to be paid on or before the Closing Date.
 
(h)           Attorney Costs .  The Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
 
Without limiting the generality of the provisions of the last paragraph of Section 10.03 , for purposes of determining compliance with the conditions specified in this Section 5.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
 
5 .02        Conditions to all Credit Extensions .
 
The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
 
(a)           The representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) on and as of the date of such Credit Extension, 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 (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) as of such earlier date.
 
(b)           No Default shall exist at the time of or would result from such proposed Credit Extension or from the application of the proceeds thereof.
 
(c)           The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof (except as otherwise provided in Section  2.03(c)(i)  and Section 2.04(c)(i) ).
 
Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a)  and (b)  have been satisfied on and as of the date of the applicable Credit Extension.
 
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ARTICLE VI
 
REPRESENTATIONS AND WARRANTIES
 
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:
 
6 .01        Existence, Qualification and Power .
 
The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
6 .02        Authorization; No Contravention .
 
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) and (c), to the extent that such conflict, breach, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
 
6 .03        Governmental Authorization; Other Consents .
 
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) such approvals, consents, exemptions, authorizations, actions, notices or filings that the failure to obtain could not reasonably be in expected to have a Material Adverse Effect.
 
6 .04        Binding Effect .
 
Each Loan Document, when delivered hereunder, has been duly executed and delivered by each Loan Party that is party thereto.  Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party that is party thereto in accordance with its terms (subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting the enforceability of creditors rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies whether in a proceeding at law or in equity).
 
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6 .05        Financial Statements; No Material Adverse Effect .
 
(a)           The 2012 Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of Wyoming Co. and the Borrower and its Subsidiaries as of the last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
 
(b)           The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of Wyoming Co. and the Borrower and its Subsidiaries as of the last day of the period covered thereby and their results of operations for the period covered thereby, subject, in the case of clauses (i)  and (ii) , to the absence of footnotes and to normal year-end audit adjustments;
 
(c)           The financial statements delivered pursuant to Section 7.01(a)  and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a)  and (b) ) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby.
 
(d)           Since the date of the 2012 Financial Statements, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
 
6 .06        Litigation .
 
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Subsidiary or against any of their properties or revenues that, if determined adversely, could reasonably be expected to have a Material Adverse Effect.
 
6 .07        No Default .
 
(a)           Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.
 
(b)           No Default has occurred and is continuing.
 
6 .08        Ownership of Property; Liens .
 
Each of the Borrower and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Permitted Liens and for such defects in title as could not reasonably be expected to have a Material Adverse Effect.  The property of the Borrower and its Subsidiaries is not subject to any Liens other than Permitted Liens.
 
6 .09        Environmental Compliance .
 
Except as could not reasonably be expected to have a Material Adverse Effect:
 
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(a)           Each of the Borrower and its Subsidiaries is in compliance with Environmental Laws applicable to the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “ Facilities ”) or applicable to the businesses operated by the Borrower or any Subsidiary (the “Businesses”), and there is no current violation of any Environmental Law by the Borrower or any Subsidiary with respect to the Facilities or the Businesses, and, to the knowledge of the Responsible Officers of the Loan Parties,  there are no present conditions at the Facilities or related to the Businesses that would reasonably be expected to give rise to liability of the Borrower or any Subsidiary under any applicable Environmental Laws.
 
(b)           Neither the Borrower nor any Subsidiary, nor, to the knowledge of the Responsible Officers of the Loan Parties, any other Person, has caused any of the Facilities to contain, or to have previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted an unresolved violation by the Borrower or any Subsidiary of, or could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, Environmental Laws.
 
(c)           Neither the Borrower nor any Subsidiary has received any written or unequivocal verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses that is unresolved, nor to the knowledge of the Responsible Officers of the Loan Parties, is any such notice being threatened.
 
(d)           Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.
 
(e)           No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other governmental orders, or other administrative or judicial requirements (outside the ordinary course of compliance with Environmental Law applicable to the Borrower and any Subsidiary) outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses.
 
(f)            There has been no release or threat of release of Hazardous Materials at or from the Facilities by the Borrower or any Subsidiary or, to the knowledge of the Responsible Officers of the Loan Parties, by any other person, or arising from or related to the operations (including disposal) of the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.
 
6 .10        Insurance .
 
The properties of the Borrower and its Subsidiaries are insured with insurance companies not Affiliates of the Borrower that the Borrower has reasonably determined are financially sound and reputable, in such amounts, with such deductibles and covering such risks as the Borrower has reasonably
 
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determined as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.
 
6 .11        Taxes .
 
The Borrower and its Subsidiaries have filed all federal and state income tax returns and reports required to be filed, and have paid all federal and state income taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary is party to any tax sharing agreement.
 
6 .12        ERISA Compliance .
 
(a)           Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state laws, except as would not have a Material Adverse Effect.  Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by or will timely be submitted to the IRS.  To the knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would reasonably be expected to have an adverse effect on such letter, except as would not have a Material Adverse Effect.
 
(b)           There are no pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.
 
(c)           Except as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan; (iii) no Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (iv) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC.  No waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
 
6 .13        Subsidiaries .
 
Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, and (c) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary.  The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and, to the extent applicable, non-assessable.
 
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6 .14        Use of Proceeds; Margin Regulations; Investment Company Act .
 
(a)           The proceeds of all Credit Extensions have been used for the purposes set forth in Section 7.11 .
 
(b)           The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e)  will be margin stock.
 
(c)           None of the Loan Parties and their Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
 
6 .15        Disclosure .
 
No written report, financial statement, certificate or other information (other than projections, pro forma financial information and information of a general economic or industry nature) (taken as a whole) furnished (in writing) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances under which they were made, not misleading; provided that, it is understood and agreed that for purposes of this Section 6.15, such reports, statements, certificates and information shall not include projections, pro forma financial information or any information of a general economic or industry nature.  With respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered or furnished to the Administrative Agent or the Arranger, it being understood and recognized by the Administrative Agent, L/C Issuer, Swing Line Lender and the Lenders, that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results.
 
6 .16        Compliance with Laws .
 
Each of the Borrower and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
 
6 .17        Intellectual Property; Licenses, Etc .
 
Except to the extent it would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights
 
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(collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses as currently conducted.  Set forth on Schedule 6.17 is a list of (i) all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that as of the Closing Date a Loan Party owns and (ii) all material licenses under which a Borrower or any Subsidiary has been granted exclusive rights by a third party to IP Rights registered with the United States Copyright Office or the United States Patent and Trademark Office as of the Closing Date (excluding licenses for off-the-shelf software).  Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person before any court or Governmental Authority challenging or questioning the use of any IP Rights by the Borrower or any Subsidiary or the validity or effectiveness of any IP Rights owned by a Borrower or any Subsidiary, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary, the granting of a right or a license in respect of any IP Rights from the Borrower or any Subsidiary does not infringe on any rights of any other Person.  As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any exclusive licensing agreement or similar arrangement except as set forth on Schedule 6.17 .
 
6 .18        Solvency .
 
The Loan Parties (a) are Solvent on a consolidated basis and (b) do not intend, in any transaction contemplated by any Loan Document, to hinder, delay or defraud either present or future creditors or any other person to which such Person is or will become, through such transaction, indebted.
 
6 .19        Business Locations; Taxpayer Identification Number .
 
Set forth on Schedule 6.19-1 is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing Date (identifying whether such real property is owned or leased and which Loan Party owns or leases such real property).  Set forth on Schedule 6.19-2 is the chief executive office, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Closing Date.  The exact legal name and state of organization of each Loan Party as of the Closing Date is as set forth on the signature pages hereto.  Except as set forth on Schedule 6.19-3 , as of the Closing Date, no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.
 
6 .20        OFAC .
 
Neither the Borrower nor any Subsidiary nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or residing in a Designated Jurisdiction.
 
6 .21        Patriot Act .
 
Each Loan Party is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an
 
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official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
 
6.22        Anti-Money Laundering Laws .
 
None of the Loan Parties (a) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable Law (collectively, “ Anti-Money Laundering Laws ”), (b) has been assessed civil penalties under any Anti-Money Laundering Laws or (c) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  Each Loan Party has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law), to ensure that such Loan Party and its Subsidiaries each is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.
 
ARTICLE VII
 
AFFIRMATIVE COVENANTS
 
So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), the Loan Parties shall and shall cause each Subsidiary to:
 
7 .01        Financial Statements .
 
Deliver to the Administrative Agent for further prompt distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
 
(a)           as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and in the case of such consolidated statements audited and accompanied by a report and opinion of Deloitte & Touche LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;
 
(b)           as soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the
 
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fiscal quarter ending June 30, 2013, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated and consolidating statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated and consolidating statements of changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and in the case of such consolidated statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; provided that solely for purposes of the fiscal quarter ended June 30, 2013, the Loan Parties may, in lieu of the documents or information required to be delivered or furnished pursuant to this Section 7.01(b) , deliver or furnish the combined financial statements of Wyoming Co. and the Borrower which, notwithstanding anything to the contrary herein, shall be used to calculate the applicable numbers and figures with respect to the period ending June 30, 2013 for purposes of calculating Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio; and
 
(c)           as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).
 
As to any information contained in materials furnished pursuant to Section 7.02(c) , the Borrower shall not be separately required to furnish such information under Section 7.01(a)  or 7.01(b) , but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 7.01(a)  or 7.01(b)  at the times specified therein.
 
7 .02        Certificates; Other Information .
 
Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
 
(a)           concurrently with the delivery of the financial statements referred to in Sections 7.01(a)  and (b) , a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
 
(b)           promptly after the same are available, copies of each annual report, proxy or financial statement or other material report or communication (to the extent the same would be required to be delivered to stockholders of a public corporation pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, assuming that such Loan Party were a public corporation
 
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for purposes of determining this disclosure standard) sent to the equityholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
 
(c)           promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations (in each case to the extent not client-attorney privileged communication) submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;
 
(d)           promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary; and
 
(e)           promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
 
Documents required to be delivered pursuant to Section 7.01(a)  or 7.01(b)  or Section 7.02(b)  (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall notify the Administrative Agent (by facsimile or electronic mail)  (who will notify each Lender) of the posting of any such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
 
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws ( provided , however , that to the
 
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extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.  Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
 
7 .03        Notices .
 
Promptly notify the Administrative Agent and each Lender of:
 
(a)           the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder).
 
(b)           any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
(c)           without limiting the generality of the foregoing, the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
(d)           any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any determination by the Borrower referred to in Section 2.10(b) .
 
Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a)  shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
 
7 .04        Payment of Taxes .
 
Pay and discharge as the same shall become due and payable all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.
 
7 .05        Preservation of Existence, Etc .
 
(a)           In the case of Borrower and any Material Subsidiary, preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 .
 
(b)           In the case of Borrower and any Material Subsidiary, preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 .
 
(c)           In the case of Borrower and any Material Subsidiary, take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
 
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conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
(d)           In the case of Borrower and any Material Subsidiary, preserve or renew all of its IP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.
 
7 .06        Maintenance of Properties .
 
(a)           Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.
 
(b)           Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
7 .07        Maintenance of Insurance .
 
Maintain with insurance companies not Affiliates of the Borrower that the Borrower reasonably determines are financially sound and reputable, insurance with respect to its properties and business against loss or damage as the Borrower reasonably determines to be of the kinds customarily insured against by Persons engaged in the same or similar business and owning similar properties in locations where the Borrower or any of its Subsidiaries operates, of such types, with such deductibles and in such amounts as the Borrower reasonably determines are customarily carried under similar circumstances by such other Persons.
 
7 .08        Compliance with Laws .
 
Comply with the requirements of all Laws (including Environmental Laws and Anti-Money Laundering Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
 
7 .09        Books and Records .
 
(a)           Maintain proper books of record and account, in which full, true and correct entries in material conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.
 
(b)           Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.
 
7 .10        Inspection Rights .
 
Permit representatives and independent contractors of the Administrative Agent, and the representatives of any Lender accompanying the representatives and/or independent contractors of the Administrative Agent, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and, so long as a Responsible Officer of the Borrower (who shall make himself or herself promptly available upon request) is present, to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the
 
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expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , however , that when an Event of Default has occurred and is continuing the Administrative Agent (or any of its respective representatives or independent contractors), and the representatives of any Lender accompanying the representatives and/or independent contractors of the Administrative Agent, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; and provided , further, that notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such visits and inspections shall not occur more than once per calendar year.
 
7 .11        Use of Proceeds .
 
Use the proceeds of the Credit Extensions to (a) refinance the Existing Indebtedness (including continuation of the Existing Letters of Credit), (b) pay tax expenses associated with the unwinding of Wyoming Co., (c) to fund the Special Dividend and (d) for working capital, capital expenditures, Permitted Acquisitions and other lawful corporate, limited liability company and/or partnership purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.
 
7 .12        Additional Guarantors .
 
Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary (other than any Excluded Subsidiary), cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and (b) deliver to the Administrative Agent such Organization Documents, customary resolutions and customary opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
 
ARTICLE VIII
 
NEGATIVE COVENANTS
 
So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), no Loan Party shall, nor shall it permit any Subsidiary to:
 
8 .01        Liens .
 
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
 
(a)           Liens pursuant to any Loan Document;
 
(b)           Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
 
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(c)           Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by reasonable and appropriate responses and/or proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
 
(d)           Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty (30) days or, if overdue for more than thirty (30) days, are being contested in good faith by reasonable and appropriate responses and/or proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established;
 
(e)           pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
 
(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, revenue bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
 
(g)           easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
 
(h)           Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h) ;
 
(i)            Liens securing Indebtedness permitted under Section 8.03(e) ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof;
 
(j)            leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
 
(k)           any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
 
(l)            Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02 ;
 
(m)          bankers’ liens and normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
 
(n)           Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
 
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(o)           Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
 
(p)            Liens securing Indebtedness permitted under Section 8.03(g) ;
 
(q)           Liens of sellers of goods to the Borrowers and any of their Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
 
(r)            Liens securing Indebtedness permitted under Section 8.03(k)  and (m) ;
 
(s)            licenses and sublicenses of intellectual property granted in the ordinary course of business;
 
(t)            Liens under the Reimbursement Agreements and the revenue bonds associated therewith; and
 
(u)           other Liens of a nature not contemplated in the foregoing clauses securing Indebtedness in an amount not to exceed, with respect to the Loan Parties and their Subsidiaries, $1,000,000 in the aggregate at any time outstanding.
 
8 .02        Investments .
 
Make any Investments, except:
 
(a)           Investments in the form of cash or Cash Equivalents;
 
(b)           Investments outstanding on the Closing Date and set forth in Schedule 8.02 and any renewals, refinancing, amendments, replacements or extensions thereof that do not increase the amount thereof;
 
(c)           (i) Investments in any Person that is a Loan Party prior to giving effect to such Investment and (ii) Investments by a Loan Party or any Subsidiary of a Loan Party in any Person that is not a Loan Party, provided that the aggregate amount of all such Investments does not exceed $1,000,000 in the aggregate during the term of this Agreement;
 
(d)           Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;
 
(e)           Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
 
(f)            Guarantees permitted by Section 8.03 ;
 
(g)           Permitted Acquisitions;
 
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(h)           lease, utility and similar deposits made in the ordinary course of business of the Borrower and its Subsidiaries, including investments consisting of pledges and deposits permitted under Section 8.01(f) ;
 
(i)            contingent obligations with respect to any Swap Contract or hedging agreements otherwise permitted by this Agreement;
 
(j)            loans or advances to customers of the Borrower or any Subsidiary in an aggregate amount not to exceed $250,000 at any one time outstanding;
 
(k)           loans or advances to employees, officers and directors for business, travel and entertainment expenses in the ordinary course of business consistent with past practice;
 
(l)            prepaid expenses in the ordinary course of business consistent with past practice;
 
(m)          the creation of new Subsidiaries so long as the formation of such Subsidiary has complied with the requirements of Sections 7.12 or will comply therewithin prior to the deadlines provided therein;
 
(n)           Investments received in connection with the bankruptcy or reorganization of suppliers or customers or other Persons and in settlement of delinquent obligation of, and disputes with, any such supplier, customer or other Person or upon foreclosure with respect to any secured Investment or other transfer of title with respect to such secured Investment;
 
(o)           Investments of a Subsidiary acquired after the Closing Date to the extent that such Investments were made prior to, and not made in contemplation or in connection with, such acquisition, merger or consolidation;
 
(p)           Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted under Section 8.05 ;
 
(q)           Investments in connection with the Reorganization Transactions;
 
(r)            Indebtedness and Guarantees to the extent permitted under Section 8.01 ; and
 
(s)            Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed with respect to the Loan Parties and their Subsidiaries, $5,000,000 in the aggregate at any time outstanding.
 
8 .03        Indebtedness .
 
Create, incur, assume or suffer to exist any Indebtedness, except:
 
(a)           Indebtedness under the Loan Documents;
 
(b)           Indebtedness outstanding on the Closing Date and set forth in Schedule 8.03 and any renewals, refinancings, amendments, replacements and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the material terms taken
 
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as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended;
 
(c)           Intercompany Indebtedness permitted under Section 8.02 ; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment;
 
(d)           obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
 
(e)           purchase money Indebtedness hereafter incurred to finance the purchase of fixed assets, and obligations in respect of capital leases and Synthetic Lease Obligations, and renewals, replacements, amendments, refinancings and extensions of the foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;
 
(f)            Guarantees with respect to Indebtedness permitted under clauses (a)  through (e)  this Section 8.03 ; and
 
(g)           Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit and performance and completion guarantees issued for the account of any Loan Party, in each case, incurred in the ordinary course of business;
 
(h)           Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
 
(i)            Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business;
 
(j)            Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition;
 
(k)           other Indebtedness of a nature not contemplated in the foregoing clauses in a principal amount not to exceed, with respect to the Loan Parties and their Subsidiaries, $1,000,000 in the aggregate at any time outstanding;
 
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(l)            Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary; and
 
(m)          Indebtedness under the Reimbursement Agreements and the revenue bonds associated therewith.
 
8 .04        Fundamental Changes .
 
Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default has occurred and is continuing or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party, (c) subject to clause (a)  and (b)  above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or a Disposition permitted hereunder, (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (e) any Subsidiary may Dispose of all or substantially all of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to the Borrower or to a Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must either be the Borrower or another Loan Party unless the transaction is otherwise permitted under Section 8.05 , (f) the Borrower and its Subsidiaries may consummate the Reorganization Transactions and (g) the Borrower may convert its form of entity to a limited liability company.
 
8 .05        Dispositions .
 
Make any Disposition unless (a) the consideration paid in connection therewith shall be not less than seventy-five percent (75%) cash or Cash Equivalents (it being understood that for the purposes of this clause (a), the following shall be deemed to be cash:  (A) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary that are directly or indirectly assumed by the transferee with respect to the applicable disposition and for which all of the applicable Loan Parties shall have been validly released by all applicable creditors in writing, and (B) any securities received by such Loan Party from such transferee that are promptly (in any event, within ninety (90) days) converted by such Loan Party into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) and shall be in an amount not less than the fair market value of the property Disposed of, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05 , and (d) the aggregate net book value of all of the assets Disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $2,500,000.  For the avoidance of doubt, to the extent described therein, the transactions in clauses (a) through (l) of the definition of “Disposition” are not restricted or limited by this Section 8.05 .
 
8 .06        Restricted Payments .
 
Make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower or any of its Subsidiaries) to do so, except that:
 
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(a)           each Loan Party may declare and make Restricted Payments to any other Loan Party, and each Subsidiary that is not a Loan Party may declare and make Restricted Payments to any other Subsidiary that is not a Loan Party;
 
(b)           the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests) of such Person;
 
(c)           the Borrower and any Subsidiary may make cash dividends, distributions or other Restricted Payments paid on the Equity Interests of the Borrower or such Subsidiary; provided , for the purpose of this clause (c) that (x) no Default or Event of Default has occurred and is continuing at the time such dividend, distribution or other Restricted Payment is declared or paid and (y) with respect to distributions by the Borrower, the Loan Parties shall be in compliance at such time on a Pro Forma Basis with the financial covenants set forth in Section 8.11 ;
 
(d)           the Borrower may make Permitted Tax Distributions; and
 
(e)           (i) (x) the Borrower may make a one-time Restricted Payment to Wyoming Co. of $11,500,000 and (y) Wyoming Co. may make a Restricted Payment of all or a portion of the proceeds of such Wyoming Co. Dividend to its direct and indirect equityholders (collectively, the “ Wyoming Co. Dividend ”), and (ii) (x) the Borrower may make a one-time Restricted Payment to its equityholders of $91,500,000 on or before July 23, 2013, and (y) Resources may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to its direct and indirect equityholders (collectively, the “ Special Dividend ”).
 
8 .07        Change in Nature of Business .
 
Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.
 
8 .08        Transactions with Affiliates .
 
Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) transactions between or among the Borrower and any of its Subsidiaries (or between any such Subsidiaries) expressly permitted by Section 8.02 , Section 8.03 , Section 8.04 , Section 8.05 or Section 8.06 , (d) transaction (i) among Loan Parties or (ii) among Subsidiaries of the Borrower that are not Loan Parties, (e) transactions and agreements entered into in connection with the initial public offering of common units of Resources as described in the Form S-1 filed with the SEC on July 8, 2013 (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders) (the “ IPO ”), (f) normal and reasonable compensation and reimbursement of expenses and indemnification arrangements and benefit plans for current or former officers and directors (or persons in similar positions), (g) the issuance of Equity Interests by the Borrower to its equityholders , (h) the making of capital contributions by Enterprises or any of its Affiliates to the Borrower or any of its Subsidiaries, (i)  the pledging of Equity Interests pursuant to the Resources Credit Agreement (or related security documents), (j)  the Reorganization Transactions, (k) the transfer of employees to the Borrower, (l) the license of trade or business names or marks in the ordinary course of business to or from the Borrower or any Subsidiary thereof or to any Affiliate thereof, and ( m ) except as otherwise specifically limited in this Agreement, other transactions which are on terms and conditions substantially as favorable to such Person
 
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as would be obtainable by it in a comparable arms-length transaction with a Person other than an Affiliate.
 
8 .09        Burdensome Agreements .
 
Except as set forth in the Organizational Documents of the Borrower as of the Closing Date (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders), enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i) - (v)  above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b) , (d)  and ( e) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (6) encumbrances or restrictions that are customary provisions restricting the assignment of any agreement entered into in the ordinary course of business or (7) restrictions under the Reimbursement Agreements and the revenue bonds associated therewith.
 
8 .10        Use of Proceeds .
 
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
 
8 .11        Financial Covenants .
 
(a)           Consolidated Leverage Ratio .  Commencing with the fiscal quarter ending September 30, 2013, permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 3.00:1.00.
 
(b)           Consolidated Fixed Charge Coverage Ratio .  Commencing with the fiscal quarter ending September 30, 2013, permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.00:1.00.
 
8 .12        Organization Documents; Fiscal Year; Changes in Accounting Policy; Legal Name, State of Formation and Form of Entity .
 
(a)           Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders, other than (i) amendments, modifications or changes in connection with capital contributions or the authorization or issuance of Equity Interests (other than any Disqualified Equity Interests), and (ii) amendments, modifications or changes to effect the conversion of the Borrower into a limited liability company.
 
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(b)           Change its fiscal year.
 
(c)           Make any change in accounting policies or reporting practices, except as required by GAAP or applicable Law.
 
(d)           In the case of any Loan Party, without providing ten (10) days prior written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change such Loan Party’s name, state of formation or form of organization.
 
8 .13        Ownership of Subsidiaries .
 
Notwithstanding any other provisions of this Agreement to the contrary, (a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to own any Equity Interests of any Subsidiary, except to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary to issue or have outstanding any shares of Disqualified Equity Interests, except, in each case, to the extent set forth on Schedule 6.13 .
 
8 .14        Sale Leasebacks and Securitization Transactions .
 
Enter into any Sale and Leaseback Transaction or Securitization Transaction.
 
8 .15        Sanctions .
 
Directly or indirectly, use the proceeds of any Credit Extension or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender or otherwise) of Sanctions.
 
ARTICLE IX
 
EVENTS OF DEFAULT AND REMEDIES
 
9 .01        Events of Default .
 
Any of the following shall constitute an Event of Default:
 
(a)           Non-Payment .  Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
 
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(b)           Specific Covenants .
 
(i)            Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or 7.02 and such failure continues for five (5) Business Days; or
 
(ii)           Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03(a) , 7.05(a) , 7.07 , 7.10 , 7.11 , 7.14 or Article VIII ; or
 
(c)           Other Defaults .  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent; or
 
(d)           Representations and Warranties .  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
 
(e)           Cross-Default .  (i) The Borrower or any Material Subsidiary fails to make any payment when due beyond the applicable grace or cure period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness; (ii) the Borrower or any Subsidiary fails to observe or perform any other agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity, or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or
 
(f)            Insolvency Proceedings, Etc.   The Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or
 
(g)           Inability to Pay Debts; Attachment .  (i) The Borrower or any Material Subsidiary becomes unable or publicly admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
 
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levied against all or substantially all of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or
 
(h)           Judgments .  There is entered against the Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of fifteen (15) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
 
(i)            ERISA .  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of one or more Loan Parties under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) one or more Loan Parties or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
 
(j)            Invalidity of Loan Documents .  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), ceases to be in full force and effect or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, revokes, terminates or rescinds, or purports to do so in writing available to the Administrative Agent, any Lender or any of their Related Parties, any Loan Document; or
 
(k)           Change of Control .  There occurs any Change of Control.
 
9 .02        Remedies Upon Event of Default .
 
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
 
(a)           declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
 
(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
 
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Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
 
(c)           require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
 
(d)           exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or at equity;
 
provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, the L/C Issuer or any Lender.
 
9 .03        Application of Funds .
 
After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02 ), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15 , be applied by the Administrative Agent in the following order:
 
First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;
 
Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
 
Third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
 
Fourth , to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations then owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management Agreements and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and
 
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Last , the balance, if any, after all of the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, to the Borrower or as otherwise required by Law.
 
Subject to Sections 2.03(c)  and 2.14 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
 
Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
 
Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.  Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.
 
ARTICLE X
 
ADMINISTRATIVE AGENT
 
10 .01      Appointment and Authority .
 
Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have any obligations under, or any rights as a third party beneficiary of, any of such provisions, and nothing in this Article X shall have any effect on any of the rights of any Loan Party hereunder or under any Loan Document.  It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
 
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The Administrative Agent shall also act as the “ collateral agent ” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Cash Collateral, together with such powers and discretion as are reasonably incidental thereto.
 
10 .02      Rights as a Lender .
 
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
 
10 .03      Exculpatory Provisions .
 
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:
 
(a)           shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
 
(b)           shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
 
(c)           shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
 
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Loan Party, a Lender or the L/C Issuer.
 
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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (v) the value or the sufficiency of any Cash Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
 
10 .04      Reliance by Administrative Agent .
 
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
 
10 .05      Delegation of Duties .
 
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
 
10 .06      Resignation of Administrative Agent .
 
(a)           The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with (but without the consent of) the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders
 
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and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
 
(b)           If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d)  of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove the Person serving as Administrative Agent from such position or capacity and, in consultation with (but not the consent of) the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
 
(c)           With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g)  and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.
 
(d)           Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swing Line Lender.  If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) .  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) .  Upon the appointment by the
 
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Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
 
10 .07      Non-Reliance on Administrative Agent and Other Lenders .
 
Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
 
10 .08      No Other Duties; Etc .
 
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
 
10 .09      Administrative Agent May File Proofs of Claim .
 
In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
 
(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) , 2.03(i) , 2.09 and 11.04 ) allowed in such judicial proceeding; and
 
(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
 
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due
 
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for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04 .
 
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
 
10 .10      Collateral and Guaranty Matters .
 
Without limiting the provisions of Section 10.09 , each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
 
(a)           to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event or (iii) as approved in accordance with Section 11.01 ;
 
(b)           to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i) ; and
 
(c)           to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
 
Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10 .
 
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Cash Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Cash Collateral.
 
10 .11      Secured Cash Management Agreements and Secured Hedge Agreements .
 
No Cash Management Bank or Hedge Bank that obtains the benefit of Section 9.03 or the Guaranty by virtue of the provisions hereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice of or to consent
 
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to any amendment, waiver or modification of the provisions hereof or of the Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.  The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Maturity Date.
 
ARTICLE XI
 
MISCELLANEOUS
 
11 .01      Amendments, Etc .
 
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Loan Party, and acknowledged by the Administrative Agent (which acknowledgment shall not be unreasonably withheld, conditioned or delayed), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that
 
(a)           no such amendment, waiver or consent shall:
 
(i)            extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02 ) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);
 
(ii)           postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
 
(iii)          reduce (including any waiver or forgiveness of) the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided , however , that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
 
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(iv)          change Section 9.03 , Section 2.05(b)(v)  or Section 2.13 (or Section 9 of the Security Agreement) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
 
(v)           change any provision of this Section 11.01(a)  or the definition of “Required Lenders” without the written consent of each Lender;
 
(vi)          release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05 , all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone);
 
(b)           unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
 
(c)           unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and
 
(d)           unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
 
provided , however , that notwithstanding anything to the contrary herein, (i) the Fee Letter and any Auto Borrow Agreement may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Revolving Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender materially and disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders and (v) this Agreement may be amended pursuant to Section 11.06(g)  without any such approval or consent of the Required Lenders.
 
Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Loan Parties (i) to add one or more additional revolving credit facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder, (iii) in connection
 
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with Section 2.01(b) , and (iv) to change, modify or alter Section 9.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in clause (i) , (ii)  or (iii)  of this paragraph.
 
11 .02      Notices; Effectiveness; Electronic Communications .
 
(a)           Notices Generally .  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
 
(i)            if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and
 
(ii)           if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
 
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
 
(b)           Electronic Communications .  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
 
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i)  and (ii) , if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
 
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(c)           The Platform .  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party.  The Administrative Agent will use commercially reasonable efforts to notify any Person that is provided access to Borrower Materials that such Person is bound by the confidentiality provisions set forth in Section 10.08 .
 
(d)           Change of Address, Etc .  Each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile, email address or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
 
(e)           Reliance by Administrative Agent, L/C Issuer and Lenders .  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all reasonable and documented out of pocket costs, reasonable and documented out-of-pocket expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party to the extent required pursuant to Section 11.04(b) .  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
 
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11 .03      No Waiver; Cumulative Remedies; Enforcement .
 
No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.  The provisions of this paragraph are for the sole benefit of the Lenders and the L/C Issuer and shall not afford any right to, or constitute a defense available to, any Loan Party.
 
11 .04      Expenses; Indemnity; Damage Waiver .
 
(a)           Costs and Expenses .  The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel (at any given time) for the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, any Lender or the L/C Issuer taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Administrative Agent and/or Lender(s) similarly situated taken as a whole) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made
 
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or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
 
(b)           The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Indemnitees taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result solely from a claim brought by an Indemnitee against another Indemnitee.  Without limiting the provisions of Section 3.01(c) , this Section 11.04(b)  shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.  No Indemnitee will consent to any settlement of any claim made under this Section 11.04 without the consent of the Borrower (which consent will not be unreasonably withheld, conditioned or delayed).
 
(c)           Reimbursement by Lenders .  To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a)  or  (b)  of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such
 
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sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity.  The obligations of the Lenders under this subsection (c)  are subject to the provisions of Section 2.12(d) .
 
(d)           Waiver of Consequential Damages, Etc.   To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
 
(e)           Payments .  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.
 
(f)            Survival .  The agreements in this Section and the indemnity provisions of Section 11.02(e)  shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.
 
11 .05      Payments Set Aside .
 
To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
 
11 .06      Successors and Assigns .
 
(a)           Successors and Assigns Generally .  The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Loan Party (except for any Loan Party (other than Borrower) in connection with the release of its Guaranty pursuant to Section 11.01(a) ) may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior
 
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written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
 
(b)           Assignments by Lenders .  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
 
(i)            Minimum Amounts .
 
(A)          in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B)  of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
 
(B)          in any case not described in subsection (b)(i)(A)  of this Section, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
 
(ii)           Proportionate Amounts .  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Revolving Commitments, and rights and obligations with respect thereto assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder) on a non-pro rata basis;
 
(iii)          Required Consents .  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
 
(A)          the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a
 
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Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
 
(B)          the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
 
(C)          the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving Loans and Revolving Commitments.
 
(iv)          Assignment and Assumption .  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
 
(v)           No Assignment to Certain Persons .  No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or (D) to any Competitor.  If the Borrower approves an assignment to a Competitor, then such assignee will not be considered a “Competitor” solely for purposes of that assignment.  Upon written notice by the Borrower to the Administrative Agent of an assignment made to a Competitor, the Administrative Agent shall delete such Competitor from the Register.
 
(vi)          Certain Additional Payments .  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
 
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
 
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Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
 
(c)                                   Register .  The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
 
(d)                                  Participations .  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Competitor or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  If the Borrower approves a participation sold to a Competitor, then such participant will not be considered a Competitor solely for purposes of that participation.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c)  without regard to the existence of any participation.
 
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)  that affects such Participant; provided , further , that any such agreement or instrument shall require the applicable Participant to represent and warrant for the benefit of the Borrower and such Lender that such Participant is not a Competitor.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)  of this Section (it being understood that the documentation required under Section 3.01(e)  shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees
 
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to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
 
(e)                                   Certain Pledges .  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
 
(f)                                    Resignation as L/C Issuer or Swing Line Lender after Assignment .  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided , however , that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) .  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
 
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(g)                                   In addition, notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders to make one or more amendments or modifications to (i) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended, or to allow the termination dates for any Revolving Commitments to be extended, and (ii) increase the Applicable Margin and/or fees payable with respect to the Loans and Revolving Commitments of the accepting Lenders (“ Permitted Amendments ”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower.  Such notice shall set forth (A) the terms and conditions of the requested Permitted Amendment and (B) the date on which such Permitted Amendment is requested to become effective.  The Permitted Amendments shall not become effective unless consented to by the Borrower and those Accepting Lenders (as defined below), as applicable (the “ Required Approval ”).  If the Required Approval is received, (1) such Permitted Amendments shall become effective only with respect to the Loans and/or Revolving Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “ Accepting Lenders ”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been made and (2) the Borrower, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (the “ Loan Modification Agreement ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made.
 
11 .07                  Treatment of Certain Information; Confidentiality .
 
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.  For purposes of this Section, “Information”
 
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means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
 
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.
 
11 .08                  Right of Setoff .
 
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
 
11 .09                  Interest Rate Limitation .
 
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
 
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prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
 
11 .10                  Counterparts; Integration; Effectiveness .
 
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
 
11 .11                  Survival of Representations and Warranties .
 
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
 
11 .12                  Severability .
 
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
 
11 .13                  Replacement of Lenders .
 
If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06 , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an
 
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Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
 
(a)                                  the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b) ;
 
(b)                                  such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
 
(c)                                   in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;
 
(d)                                  such assignment does not conflict with applicable Laws; and
 
(e)                                   in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
 
Notwithstanding anything to the contrary herein, in connection with any such assignment, if such assigning Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption pursuant to Section 11.06(b) reflecting such assignment within five Business Days of the date on which the applicable assignee executes and delivers such Assignment and Assumption to such assigning Lender, then such assigning Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Lender, whereupon such assignment shall become effective upon payment to such assigning Lender of all amounts owing to such assigning Lender under clause (b) above (which amounts shall be calculated by the Administrative Agent and shall be conclusive absent manifest error).
 
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
 
11 .14                  Governing Law; Jurisdiction; Etc .
 
(a)                                  GOVERNING LAW .  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
(b)                                  SUBMISSION TO JURISDICTION .  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN
 
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ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
 
(c)                                   WAIVER OF VENUE .  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
 
(d)                                  SERVICE OF PROCESS .  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 .  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
 
11 .15                  Waiver of Jury Trial .
 
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
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11 .16                  No Advisory or Fiduciary Responsibility .
 
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent , the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.  To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
 
11 .17                  Electronic Execution of Assignments and Certain Other Documents .
 
The words “execute” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
 
11 .18                  Subordination of Intercompany Indebtedness .
 
Each Loan Party (a “ Subordinating Loan Party ”) agrees that the payment of all obligations and indebtedness, whether principal, interest, fees and other amounts and whether now owing or hereafter arising, owing to such Subordinating Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the Obligations.  During the continuance of any Event of Default, if the Administrative Agent so requests, any such obligation or indebtedness shall be enforced and performance received by the Subordinating Loan Party as trustee for the holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement or any other Loan Document.  Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to any such obligations and indebtedness, provided , that in the event that any Loan Party receives any payment of any
 
112 

 
such obligations and indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.
 
11 .19                  USA PATRIOT Act Notice .
 
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act.  The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
 
[SIGNATURE PAGES FOLLOW]
 
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IN WITNESS WHEREOF , the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written.

BORROWER:	OCI WYOMING, L.P.,	
 	a Delaware limited partnership	
 	 	
 	By:	/s/ Kim Choungho	
 	Name:	Choungho (Charles) Kim	
 	Title:	Chief Financial Officer	
 	 	
ADMINISTRATIVE	 	
AGENT:	BANK OF AMERICA, N.A., as Administrative Agent	
 	 	
 	By:	/s/ Roberto Salazar	
 	Name:	Roberto Salazar	
 	Title:	Vice President	
 	 	
LENDERS:	BANK OF AMERICA, N.A.,	
 	as a Lender, L/C Issuer and Swing Line Lender	
 	 	
 	By:	/s/ Ryan Maples	
 	Name:	Ryan Maples	
 	Title:	Vice President	
 	 	
 	COMERICA BANK,	
 	as a Lender and L/C Issuer with respect to Existing Letters of Credit	
 	 	
 	By: Name:	/s/ Aaron Perrault	
 		Aaron Perrault	
 	Title:	Vice President	
 	 	
 	PNC BANK, NATIONAL ASSOCIATION,	
 	as a Lender	
 	 	
 	By:	/s/ James R. Pryor	
 	Name:	James R. Pryor	
 	Title:	Senior Vice President	

 
EXHIBIT 1.01
 
[FORM OF] ADMINISTRATIVE QUESTIONNAIRE
 
(See attached)

 
EXHIBIT 2.02
 
[FORM OF] LOAN NOTICE
 
Date:                        ,         
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Wyoming, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned hereby requests (select one):
 
o   A Borrowing of a Revolving Loan
 
o   A conversion or continuation of a Revolving Loan
 
1.                                       On                                                                     (a Business Day).
 
2.                                       In the amount of $                                           .
 
3.                                       Comprised of                                                  .
 
4.                                       For Eurodollar Rate Loans:  with an Interest Period of      months.
 
With respect to any Borrowing requested herein, (x) such Borrowing complies with the provisos to the first sentence of Section 2.01(a) of the Credit Agreement and (y) the Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

 	OCI WYOMING, L.P.,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

 
EXHIBIT 2.04
 
[FORM OF] SWING LINE LOAN NOTICE
 
Date:                        ,        
 
To:                              Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Wyoming, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned hereby requests a Swing Line Loan:
 
1.                                       On                                                                               (a Business Day).
 
2.                                       In the amount of $                                                     .
 
The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Credit Agreement.  The Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Swing Line Borrowing.

 	OCI WYOMING, L.P.,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 2.11
 
[FORM OF] NOTE

FOR VALUE RECEIVED, OCI Wyoming, L.P., a Delaware limited partnership (the “ Borrower ”), hereby promises to pay to                                            or registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  Except as otherwise provided in Section 2.04(f)  of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder (after giving effect to any applicable grace periods), upon the request of the Required Lenders, such unpaid amount shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.  Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
 
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
 
THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
[Signature Page Follows]

 
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by its duly authorized officer as of the day and year first above written.

 	OCI WYOMING, L.P.,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 3.01-1
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Wyoming, L.P., a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	
By:	 	 	
 	 	 	 	
 	Name:	 	 	
 	 	 	 	
 	Title:	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-2
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Wyoming, L.P., a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	
By:	 	 	
 	 	 	 	
 	Name:	 	 	
 	 	 	 	
 	Title:	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-3
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Wyoming, L.P., a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	
By:	 	 	
 	 	 	 	
 	Name:	 	 	
 	 	 	 	
 	Title:	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-4
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Wyoming, L.P., a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	
By:	 	 	
 	 	 	 	
 	Name:	 	 	
 	 	 	 	
 	Title:	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 7.02
 
[FORM OF] COMPLIANCE CERTIFICATE
 
Financial Statement Date:                        ,                       
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Wyoming, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                 of the Borrower (or its general partner), and that, as such, he/she is authorized to execute and deliver this Compliance Certificate (this “ Certificate ”) to the Administrative Agent on the behalf of the Borrower, and that:
 
[Use following paragraph 1 for fiscal year-end financial statements]
 
1.                                       The Borrower has delivered the year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.  The consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
 
[Use following paragraph 1 for fiscal quarter-end financial statements]
 
1.                                       The Borrower has delivered the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.  The consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
 
2.                                       The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements as are necessary and appropriate for purposes of providing this Certificate.
 
3.                                       A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
 
[select one:]

 
[to the best knowledge of the undersigned, during such fiscal period, no Default has occurred and is continuing.]
 
— or—
 
[to the best knowledge of the undersigned, during such fiscal period, the following is a list of each Default or Event of Default that has occurred during such period (or if in a previous period, is continuing during such period) and its nature and status:]
 
4.                                       The financial covenant analyses and information set forth on the Schedules attached hereto are true and accurate on and as of the date of this Certificate.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                         ,                               .

 	OCI WYOMING, L.P.,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

 
EXHIBIT 7.12
 
[FORM OF] GUARANTOR JOINDER AGREEMENT
 
THIS GUARANTOR JOINDER AGREEMENT (the “ Agreement ”) dated as of                     ,         , is by and between                     , a                      (the “ New Subsidiary ”), and Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) dated as of July 18, 2013 by and among OCI Wyoming, L.P., a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and the Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor”.  Accordingly, the New Subsidiary hereby agrees with the Administrative Agent as follows:
 
1.                                       The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement.  Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other holder of the Obligations, as provided in Article IV of the Credit Agreement, as primary obligor and not as surety, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
 
2.                                       The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and an “Obligor” for all purposes of the Security Agreement, and shall have all the obligations of an Obligor thereunder as if it had executed the Security Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement.  Without limiting the generality of the foregoing terms of this paragraph 2, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement), the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the New Subsidiary.
 
3.                                       The New Subsidiary hereby represents and warrants to the Administrative Agent that:
 
(i)                                      Set forth on Schedule 1 is a list of all real property located in the United States that is owned or leased by the New Subsidiary as of the date hereof.
 
(ii)                                   Set forth on Schedule 2 is the chief executive office, U.S. tax payer identification number and organizational identification number of the New Subsidiary as of the date hereof.
 
(iii)                                The exact legal name and state of organization of the New Subsidiary as of the date hereof is as set forth on the signature pages hereto.

 
(iv)                               Except as set forth on Schedule 3 , the New Subsidiary has not during the five years preceding the date hereof (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.
 
(v)                                  Set forth on Schedule 4 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by the New Subsidiary as of the date hereof.
 
(vi)                               As of the Closing Date, the New Subsidiary has no Commercial Tort Claims seeking damages in excess of $100,000 other than as set forth on Schedule 5 .
 
4.                                       The address of the New Subsidiary for purposes of all notices and other communications is the address set forth for the Borrower on Schedule 11.02 to the Credit Agreement.
 
5.                                       The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article IV of the Credit Agreement.
 
6.                                       This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
 
7.                                       This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
 
[SIGNATURE PAGES FOLLOW]

 
IN WITNESS WHEREOF, the New Subsidiary has caused this Guarantor Joinder Agreement to be duly executed by its authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

 	[NEW SUBSIDIARY]	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

 	Acknowledged and accepted:	
 	 	
 	BANK OF AMERICA, N.A.,	
 	as Administrative Agent	

 	By:	 	
 	Name:	 	
 	Title:	 	

 
EXHIBIT 9.03
 
[FORM OF] SECURED PARTY DESIGNATION NOTICE
 
Date:                    ,                  
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
THIS SECURED PARTY DESIGNATION NOTICE is made by                                               , a                              (the “ Designor ”), to BANK OF AMERICA, N.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “ Administrative Agent ”).  All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement.
 
W   I   T   N   E   S   S   E   T   H   :
 
WHEREAS, OCI Wyoming, L.P., a Delaware limited partnership (the “ Company ”), the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent have entered into that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) pursuant to which certain loans and financial accommodations have been made to the Company;
 
WHEREAS, in connection with the Credit Agreement, a Lender or Affiliate of a Lender is permitted to designate its [Secured Cash Management Agreement] [Secured Hedge Agreement] as a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] under the Credit Agreement and the Collateral Documents;
 
WHEREAS, the Credit Agreement requires that the Designor deliver this Secured Party Designation Notice to the Administrative Agent; and
 
WHEREAS, the Designor has agreed to execute and deliver this Secured Party Designation Notice:
 
1.                                       Designation .  [                          ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated.  By executing and delivering this Secured Party Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a provider of a [Secured Cash Management

 
Agreement] [Secured Hedge Agreement].  Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement.
 
GOVERNING LAW .  THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
IN WITNESS WHEREOF , the undersigned have caused this Secured Party Designation Notice to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
 
DESIGNOR:
 
[                                                        ]

By:	 	 	
Name:	 	 	
Title:	 	 	

ADMINISTRATIVE AGENT:	
 	
BANK OF AMERICA, N.A.,	
as Administrative Agent	
 	
By:	 	 	
Name:	 	 	
Title:	 	 	

 
EXHIBIT 11.06
 
[FORM OF] ASSIGNMENT AND ASSUMPTION
 
This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] Assignee identified in item 2 below ([the][each, an] “ Assignee ”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
 
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest [s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
 
1.                                       Assignor[s] :                                               

[Assignor [is] [is not] a Defaulting Lender]
 
2.                                       Assignee[s] :

[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]]
 
3.                                       Borrower :    OCI Wyoming, L.P., a Delaware limited partnership
 
4.                                       Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement

 
 
5.                                      Credit Agreement :      Credit Agreement, dated as of July 18, 2013, among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent
 
6.                                       Assigned Interest[s] :

Assignor[s]	 	Assignee[s]	 	Facility
Assigned	 	Aggregate
Amount of
Revolving
Commitment/Loans
for all Lenders(1)	 	Amount of
Revolving
Commitment/
Loans
Assigned	 	Percentage
Assigned of
Revolving
Commitment/
Loans(2)	 	CUSIP
 Number	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	$	 	$	 	 	%	 	 	
 	 	 	 	 	 	$	 	$	 	 	%	 	 	
 	 	 	 	 	 	$	 	$	 	 	%	 	 	
 
[7.                              Trade Date :                                ](3)
 
Effective Date:                                     , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
 
The terms set forth in this Assignment and Assumption are hereby agreed to:

 	ASSIGNOR[S]	
 	 	
 	[NAME OF ASSIGNOR]	
 	 	
 	By:	 	
 	Name:	
 	Title:	
 	 	
 	ASSIGNEE[S]	
 	 	
 	[NAME OF ASSIGNEE]	
 	 	
 	By:	 	
 	Name:	
 	Title:	

(1) Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
 
(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
 
(3) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

 

[Consented to and](4) Accepted:	 	
 	 	
BANK OF AMERICA, N.A., as Administrative Agent	 	
 	 	
By:	 	 	
Name:	 	
Title:	 	
 	 	
[Consented to:](5)	 	
 	 	
[BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender]	
 	 	
By:	 	 	
Name:	 	
Title:	 	
 	 	
[OCI WYOMING, L.P., a Delaware limited partnership]	 	
 	 	
By:	 	 	
Name:	 	
Title:	 	

(4)  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
(5)  To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

 
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 
STANDARD TERMS AND CONDITIONS FOR
 
ASSIGNMENT AND ASSUMPTION
 
1.                           Representations and Warranties .
 
1.1.                 Assignor .  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
 
1.2.                 Assignee .  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01(a) or (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
 
2.                           Payments .  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.  Notwithstanding the foregoing, the Administrative Agent shall make all payments of

 
interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.
 
3.                           General Provisions .  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit 10.4
 
EXECUTION VERSION
 
Published CUSIP Number: 67091MAA8
 
CREDIT AGREEMENT
 
Dated as of July 18, 2013
 
among
 
OCI RESOURCES LP,
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 L/C Issuer,
 
and
 
THE OTHER LENDERS PARTY HERETO

COMERICA BANK,
 
as Syndication Agent
and
 
PNC BANK, NATIONAL ASSOCIATION,
as Documentation Agent
 
Arranged By:
 
BANK OF AMERICA MERRILL LYNCH,
as Sole Lead Arranger and Sole Book Manager

 
TABLE OF CONTENTS

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS	1	
1.01	Defined Terms	1	
1.02	Other Interpretive Provisions	30	
1.03	Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis	31	
1.04	Rounding	32	
1.05	Times of Day	32	
1.06	Letter of Credit Amounts	33	
 	 	
ARTICLE II THE REVOLVING COMMITMENTS AND CREDIT EXTENSIONS	33	
 	 	
2.01	Revolving Loans	33	
2.02	Borrowings, Conversions and Continuations of Loans	33	
2.03	Letters of Credit	34	
2.04	Swing Line Loans	42	
2.05	Prepayments	45	
2.06	Termination or Reduction of Aggregate Revolving Commitments	46	
2.07	Repayment of Loans	47	
2.08	Interest	47	
2.09	Fees	48	
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	48	
2.11	Evidence of Debt	49	
2.12	Payments Generally; Administrative Agent’s Clawback	49	
2.13	Sharing of Payments by Lenders	51	
2.14	Cash Collateral	51	
2.15	Defaulting Lenders	52	
 	 	
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	55	
 	 	
3.01	Taxes	55	
3.02	Illegality	59	
3.03	Inability to Determine Rates	60	
3.04	Increased Costs	60	
3.05	Compensation for Losses	61	
3.06	Mitigation of Obligations; Replacement of Lenders	62	
3.07	Survival	62	
 	 	
ARTICLE IV GUARANTY	62	
 	 	
4.01	The Guaranty	62	
4.02	Obligations Unconditional	63	
4.03	Reinstatement	64	
4.04	Certain Additional Waivers	64	
4.05	Remedies	64	
4.06	Rights of Contribution	65	
4.07	Guarantee of Payment; Continuing Guarantee	65	
4.08	Keepwell	65	
 	 	 	
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	65	
 	 	 	
5.01	Conditions of Effectiveness	65	
5.02	Conditions to all Credit Extensions	68	
 	 	 	
ARTICLE VI REPRESENTATIONS AND WARRANTIES	68	
 	 	 	
6.01	Existence, Qualification and Power	68	
 
i 

 

6.02	Authorization; No Contravention	69	
6.03	Governmental Authorization; Other Consents	69	
6.04	Binding Effect	69	
6.05	Financial Statements; No Material Adverse Effect	69	
6.06	Litigation	70	
6.07	No Default	70	
6.08	Ownership of Property; Liens	70	
6.09	Environmental Compliance	70	
6.10	Insurance	71	
6.11	Taxes	71	
6.12	ERISA Compliance	72	
6.13	Subsidiaries	72	
6.14	Use of Proceeds; Margin Regulations; Investment Company Act	72	
6.15	Disclosure	73	
6.16	Compliance with Laws	73	
6.17	Intellectual Property; Licenses, Etc .	73	
6.18	Solvency	74	
6.19	Perfection of Security Interests in the Collateral	74	
6.20	Business Locations; Taxpayer Identification Number	74	
6.21	OFAC	74	
6.22	Patriot Act	74	
 	 	 	
ARTICLE VII AFFIRMATIVE COVENANTS	75	
 	 	
7.01	Financial Statements	75	
7.02	Certificates; Other Information	76	
7.03	Notices	78	
7.04	Payment of Taxes	78	
7.05	Preservation of Existence, Etc .	78	
7.06	Maintenance of Properties	79	
7.07	Maintenance of Insurance	79	
7.08	Compliance with Laws	79	
7.09	Books and Records	80	
7.10	Inspection Rights	80	
7.11	Use of Proceeds	80	
7.12	Additional Guarantors	80	
7.13	Pledged Assets	80	
 	 	 	
ARTICLE VIII NEGATIVE COVENANTS	81	
 	 	 	
8.01	Liens	82	
8.02	Investments	83	
8.03	Indebtedness	85	
8.04	Fundamental Changes	86	
8.05	Dispositions	87	
8.06	Restricted Payments	87	
8.07	Change in Nature of Business	88	
8.08	Transactions with Affiliates	88	
8.09	Burdensome Agreements	89	
8.10	Use of Proceeds	89	
8.11	Financial Covenants	89	
8.12	Organization Documents; Fiscal Year; Changes in Accounting Policy; Legal Name, State of Formation and Form of Entity	89	
8.13	Ownership of Subsidiaries	90	
 
ii 

 

8.14	Sale Leasebacks and Securitization Transactions	90	
8.15	Sanctions	90	
8.16	Registration of Equity Interests in the Borrower	90	
 	 	
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	90	
 	 	
9.01	Events of Default	90	
9.02	Remedies Upon Event of Default	92	
9.03	Application of Funds	93	
 	 	 	
ARTICLE X ADMINISTRATIVE AGENT	94	
 	 	 	
10.01	Appointment and Authority	94	
10.02	Rights as a Lender	95	
10.03	Exculpatory Provisions	95	
10.04	Reliance by Administrative Agent	96	
10.05	Delegation of Duties	96	
10.06	Resignation of Administrative Agent	97	
10.07	Non-Reliance on Administrative Agent and Other Lenders	98	
10.08	No Other Duties; Etc .	98	
10.09	Administrative Agent May File Proofs of Claim	98	
10.10	Collateral and Guaranty Matters	99	
10.11	Secured Cash Management Agreements and Secured Hedge Agreements	100	
 	 	 	
ARTICLE XI MISCELLANEOUS	100	
 	 	 	
11.01	Amendments, Etc .	100	
11.02	Notices; Effectiveness; Electronic Communications	102	
11.03	No Waiver; Cumulative Remedies; Enforcement	104	
11.04	Expenses; Indemnity; Damage Waiver	105	
11.05	Payments Set Aside	106	
11.06	Successors and Assigns	107	
11.07	Treatment of Certain Information; Confidentiality	111	
11.08	Right of Setoff	112	
11.09	Interest Rate Limitation	113	
11.10	Counterparts; Integration; Effectiveness	113	
11.11	Survival of Representations and Warranties	113	
11.12	Severability	113	
11.13	Replacement of Lenders	114	
11.14	Governing Law; Jurisdiction; Etc .	115	
11.15	Waiver of Jury Trial	116	
11.16	No Advisory or Fiduciary Responsibility	116	
11.17	Electronic Execution of Assignments and Certain Other Documents	116	
11.18	Subordination of Intercompany Indebtedness	117	
11.19	Release of Collateral and Guarantee Obligations; Subordination of Liens	117	
11.20	USA PATRIOT Act Notice	118	
 
iii 

 

SCHEDULES	 	 	
 	 	 	
2.01	Revolving Commitments and Applicable Percentages	 	
6.13	Subsidiaries	 	
6.17	IP Rights	 	
6.20-1	Locations of Real Property	 	
6.20-2	Location of Chief Executive Office, Taxpayer Identification Number, Etc.	 	
6.20-3	Changes in Legal Name, State of Formation and Structure	 	
8.01	Liens Existing on the Closing Date	 	
8.02	Investments Existing on the Closing Date	 	
8.03	Indebtedness Existing on the Closing Date	 	
11.02	Administrative Agent’s Office; Certain Addresses for Notices	 	
11.06	Competitors	 	
 	 	 	
EXHIBITS	 	 	
 	 	 	
1.01	Form of Administrative Questionnaire	 	
2.02	Form of Loan Notice	 	
2.04	Form of Swing Line Loan Notice	 	
2.11	Form of Note	 	
3.01 (1-4)	Forms of U.S. Tax Compliance Certificates	 	
7.02	Form of Compliance Certificate	 	
7.12	Form of Guarantor Joinder Agreement	 	
9.03	Form of Secured Party Designation Notice	 	
11.06	Form of Assignment and Assumption	 	
 
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CREDIT AGREEMENT
 
This CREDIT AGREEMENT is entered into as of July 18, 2013 among OCI RESOURCES LP, a Delaware limited partnership (the “ Borrower ”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
 
The Borrower has requested that the Lenders provide a revolving credit facility for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.
 
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE I
 
DEFINITIONS AND ACCOUNTING TERMS
 
1 .01                         Defined Terms .
 
As used in this Agreement, the following terms shall have the meanings set forth below:
 
“ Accepting Lenders ” has the meaning specified in Section 11.06(g) .
 
“ Acquisition ” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or substantially all of the property of, or a line of business, division or operating group of, another Person or (b) at least a majority of the Voting Equity Interests of another Person, in each case whether or not involving a merger or consolidation with such other Person.
 
“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 
“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
 
“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit 1.01 or any other form approved by the Administrative Agent.
 
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 
“ Aggregate Revolving Commitments ” means the Revolving Commitments of all the Lenders.  The amount of the Aggregate Revolving Commitments in effect on the Closing Date is Ten Million Dollars ($10,000,000).
 
“ Agreement ” means this Credit Agreement.
 
“ Applicable Percentage ” means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such

 
time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.  The Applicable Percentages shall be subject to adjustment as provided in Section 2.15 .
 
“ Applicable Rate ” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a) :

Pricing
Tier	 	Consolidated Leverage Ratio	 	Eurodollar Rate
Loans	 	Base Rate
Loans	 	Commitment
Fee	 	
 	 	 	 	 	 	 	 	 	 	
1	 	< 1.25:1.00	 	1.50	%	0.50	%	0.275	%	
2	 	> 1.25:1.00 but < 1.75:1.00	 	1.75	%	0.75	%	0.300	%	
3	 	> 1.75:1.00 but < 2.25:1.00	 	2.00	%	1.00	%	0.325	%	
4	 	> 2.25:1.00	 	2.25	%	1.25	%	0.350	%	
 
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the earlier of (i) the date a Compliance Certificate is delivered, or (ii) the date a Compliance Certificate is required to be delivered, in each case pursuant to Section 7.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(a)  whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate.  The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a)  for the fiscal quarter ending September 30, 2013 shall be determined based upon Pricing Tier 2.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .
 
“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
“ Arranger ” means Bank of America Merrill Lynch, in its capacity as sole lead arranger and sole book manager.
 
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.
 
“ Attributable Indebtedness ” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the
 
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capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.
 
“ Audited Financial Statements ” means the audited consolidated balance sheet of OCI Holdings and its Subsidiaries for the fiscal year ended December 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of OCI Holdings and its Subsidiaries for such fiscal year, including the notes thereto.
 
“ Auto Borrow Agreement ” has the meaning specified in Section 2.04(g) .
 
“ Availability Period ” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02 .
 
“ Bank of America ” means Bank of America, N.A. and its successors.
 
“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.0%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
 
“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.
 
“ Borrower ” has the meaning specified in the introductory paragraph hereto.
 
“ Borrower Materials ” has the meaning specified in Section 7.02 .
 
“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .
 
“ Business ” has the meaning specified in Section 6.09 .
 
“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.
 
“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account
 
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balances or, if the Administrative Agent and the L/C Issuer shall agree in their reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 
“ Cash Equivalents ” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twenty-four (24) months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “ Approved Bank ”), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic entity rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any Lender) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).
 
“ Cash Management Agreement ” means any agreement that is  not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p cards (including, purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
 
“ Cash Management Bank ” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within thirty (30) days after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.
 
“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
 
4 

each case (of clause (i) and clause (ii)) be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 
“ Change of Control ” means an event or series of events by which:
 
(a)                                  at any time, Chemical and its Wholly Owned Subsidiaries, in the aggregate, shall cease to (i) own Equity Interests in OCI Holdings representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of OCI Holdings on a fully diluted basis or (ii) have the ability to elect a majority of the board of directors or equivalent governing body of OCI Holdings; or
 
(b)                                  at any time, Chemical and its Wholly Owned Subsidiaries, in the aggregate, shall cease to (i) own Equity Interests in Resource Partners representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of Resource Partners on a fully diluted basis or (ii) have the ability to elect a majority of the board of directors or equivalent governing body of Resource Partners; or
 
(c)                                   at any time, (i) Chemical and its Wholly Owned Subsidiaries, in the aggregate, shall cease to own Equity Interests in the Borrower representing 100% of the general partner interests of the Borrower on a fully diluted basis or (ii) either Chemical or any of its Wholly Owned Subsidiaries shall cease to be and perform the functions of the general partner of the Borrower; or
 
(d)                                  at any time, the Borrower, Chemical and its Wholly Owned Subsidiaries (together with, prior to the consummation of the transactions contemplated by clauses (a) and (b) of the definition of “Reorganization Transactions”, Wyoming Co.), in the aggregate, shall cease to (i) own Equity Interests in Wyoming representing at least 50.1% of the economic interests of Wyoming on a fully diluted basis or (ii) have the ability to elect a majority of the board of directors or equivalent governing body of Wyoming.
 
“ Chemical ” means OCI Chemical Corporation, a Delaware corporation.
 
“ Chemical Credit Agreement ” means that certain Credit Agreement dated as of the date hereof among Chemical (as borrower), the guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent.
 
“ Closing Date ” means the date hereof.
 
“ Collateral ” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.
 
“ Collateral Documents ” means a collective reference to the Security Agreement, the Mortgages and other security documents as may be executed and delivered by any Loan Party pursuant to the terms of Section 7.13 or any of the Loan Documents.
 
“ Commitment Fee ” has the meaning specified in Section 2.09(a) .
 
“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq .).
 
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“ Competitor ” means each Person listed in Schedule 11.06 , as such Schedule may be updated from time to time with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that no such updates may be made during the continuance of an Event of Default.
 
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit 7.02 .
 
“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 
“ Consolidated Capital Expenditures ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures by the Borrower and its Subsidiaries during such period that, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Borrower and its Subsidiaries, but excluding expenditures (a) made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (ii) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, or (iii) with cash proceeds of Dispositions that are reinvested in accordance with this Agreement; (b) made in cash to fund the purchase price of Permitted Acquisitions; and (c) made with cash proceeds from any issuances of Equity Interests after the Closing Date.
 
“ Consolidated Cash Flow ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated EBITDA for such period plus (b) rent and lease expense for such period minus (c) Consolidated Capital Expenditures (excluding Consolidated Capital Expenditures financed with non-revolving Indebtedness during such period) minus (d) income taxes paid in cash during such period.
 
“ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted (and not previously added-back) in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable for such period, (c) depreciation and amortization expense for such period, (d) all transaction, fees, costs and expenses (including reasonable fees, expenses and disbursement of counsel and professional advisors) incurred through the Closing Date in connection with the financings evidenced by this Agreement, the Chemical Credit Agreement and the Wyoming Credit Agreement and the IPO, (e) non-cash mark-to-market adjustments to carrying values of derivative instruments, (f) non-recurring non-cash restructuring charges, (g) any losses realized from the disposal, abandonment or discontinuance of operations (exclusive of its operating loss); minus (h) any (i) non-cash gain items corresponding to clauses (e)  and (f)  above and (ii) any gain items corresponding to clause (g)  above (exclusive of its operating income), in each case to the extent included in calculating Consolidated Net Income; provided that in the event that the Borrower or any of its Subsidiaries makes any cash payment in respect of any non-cash item corresponding to clause (e)  or (f)  above, such cash payment shall be deducted from Consolidated EBITDA in the period in which such cash payment is made.  Notwithstanding anything herein or in the application of GAAP to the contrary, Consolidated EBITDA shall include the full amount of EBITDA of the Borrower and its Subsidiaries on a consolidated basis, regardless of whether any such Subsidiary is required to be consolidated under GAAP.  The historical Consolidated EBITDA for any entities (A) that are acquired by the Borrower or any of its Subsidiaries (whether before or after the Closing Date) as permitted under the Loan Documents will be included in the calculation of Consolidated EBITDA for any period ending on or after the effective date of such acquisition and (B) that are disposed of by the Borrower or any of its Subsidiaries (whether before or after the Closing Date) will be excluded
 
6 

 
in the calculation of EBITDA for any period ending on or after the effective date of such disposition, in each case in accordance with the definition of “Pro Forma Basis”.
 
“ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a)  Consolidated Cash Flow for the period of the four fiscal quarters most recently ended to (b) the sum of (i) Consolidated Fixed Charges for the period of the four fiscal quarters most recently ended plus (ii) Restricted Payments (other than the Special Dividend and IPO Distributions) to any Person other than the Borrower or any of its Subsidiaries for the period of the four fiscal quarters most recently ended; provided , that, for the purposes of calculating the Consolidated Fixed Charge Coverage Ratio:
 
(a)                                  for the period of four (4) fiscal quarters ending September 30, 2013, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of one (1) fiscal quarter ending September 30, 2013  multiplied by four (4);
 
(b)                                  for the period of four (4) fiscal quarters ending December 31, 2013, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of two (2) fiscal quarters ending December 31, 2013  multiplied by two (2); and
 
(c)                                   for the period of four (4) fiscal quarters ending March 31, 2014, Restricted Payments for such period shall be deemed to be the actual amount of Restricted Payments for the period of three (3) fiscal quarters ending March 31, 2014  multiplied by one and one-third (1 1/3).
 
provided , further , that the Wyoming Co. Dividend shall be included in the calculation of        Consolidated Fixed Charge Coverage Ratio for the period in which it is made but will not be                                                 annualized with other Restricted Payments as provided in clauses (a), (b) and (c) above.
 
“ Consolidated Fixed Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum (without duplication) of (a) the cash portion of Consolidated Interest Charges for such period plus (b) Consolidated Scheduled Funded Debt Payments for such period plus (c) rent and lease expense paid in cash for such period.
 
“ Consolidated Funded Indebtedness ” means, as of any date of determination, Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis.
 
“ Consolidated Interest Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets (other than trade accounts payable in the ordinary course of business), in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period.
 
“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
 
“ Consolidated Net Income ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income for such period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period, (b) the net income of any Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents,
 
7 

 
any agreement or instrument to which any Loan Party is party or Law applicable to such Subsidiary during such period (unless any such terms are waived by the applicable parties), except that the Borrower’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income and (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso).
 
“ Consolidated Scheduled Funded Debt Payments ” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness.  For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include such scheduled payments in respect of the Attributable Indebtedness and (c) shall not include any voluntary or mandatory prepayments.
 
“ Contractual Obligation ” means, as to any Person, any provision of any obligation of such Person under any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent of such Person.
 
“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
 
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
 
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 
“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans plus 2% per annum.
 
“ Defaulting Lender ” means, subject to Section 2.15(d) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that
 
8 

 
such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding under Section 5.02 (each of which conditions precedent, together with any applicable default, shall be specifically identified with supporting facts in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding under Section 5.02 (which condition precedent, together with any applicable default, shall be specifically identified with supporting facts in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.
 
“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
 
“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition of any property by the Borrower or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business; (b) the sale, lease, license, transfer or other disposition of any property that is obsolete, worn-out, replaced, excess or no longer used or useful in the conduct of business of the Borrower and its Subsidiaries; (c) the sale, lease, license, transfer or other disposition of property to the Borrower or any Subsidiary; provided that (i) if the transferor of such property is a Loan Party, then the transferee thereof must be a Loan Party or Wyoming and (ii) the aggregate fair market value of all property transferred to Wyoming pursuant to this clause (c)  shall not exceed $200,000 from the Closing Date through the Maturity Date (with transfers in excess of such amount constituting “Dispositions”); (d) the sale, lease, license, transfer or other disposition (including providing any discount) of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with
 
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the business of the Borrower and its Subsidiaries; (f) the sale, transfer or other disposition of cash or Cash Equivalents for fair market value; (g) any Recovery Event; (h) the abandonment of intellectual property or other proprietary rights of such Person that are, in the reasonable business judgment of such Person, of no material value and no longer practicable to maintain or useful in the conduct of the business of such Person; (i) dispositions of property to the extent that (1) such property is substantially simultaneously exchanged for credit against the purchase price of similar or replacement property or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property in any event within one hundred eighty (180) days, (j) lease or sublease of real property in the ordinary course of business to any third party in an arm’s length commercial transaction that does not interfere in any material respect with the business of the Borrower or any of its Subsidiaries; (k) the surrender or waiver of contractual rights or settlement, release or surrender of any contract, test or other litigation claims in the ordinary course of business and (l) the Reorganization Transactions.
 
“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date which is 91 days after the Maturity Date, (b) is convertible into or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case at any time prior to the date which is 91 days after the Maturity Date, (c) contains any repurchase obligation that may come into effect either (i) prior to payment in full of all Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) or (ii) prior to the date that is 91 days after the Maturity Date or (d) provides for scheduled payments of cash dividends or distributions prior to the date that is 91 days after the Maturity Date.
 
“ Documentation Agent ” means PNC Bank, National Associatoin, in its capacity as Documentation Agent.
 
“ Dollar ” and “ $ ” mean lawful money of the United States.
 
“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.
 
“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii)  and (v)  (subject to such consents, if any, as may be required under Section 11.06(b)(iii) ).
 
“ Enterprises ” means OCI Enterprises, Inc., a Delaware corporation.
 
“ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials of potential environmental concern into the environment, including those related to releases of hazardous substances or wastes, air emissions and discharges to waste or public sewer systems.
 
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“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
“ Equity Interests ”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974.
 
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
 
“ ERISA Event ” means (a) the occurrence of a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (g) the imposition of any liability to the PBGC under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.
 
“ Eurodollar Base Rate ” means:
 
(a)                                  for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate or any successor thereto approved by the Administrative Agent if the British Bankers Association is no longer making a LIBOR rate available (“ LIBOR ”), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or
 
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converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the commencement of such Interest Period; and
 
(b)                                  for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.
 
“ Eurodollar Rate ” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.
 
“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Base Rate”.
 
“ Eurodollar Reserve Percentage ” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.
 
“ Event of Default ” has the meaning specified in Section 9.01 .
 
“ Excluded Property ” means, with respect to any Loan Party, (a) any owned real property with a fair market value of $2,500,000 or less, (b) any leased real property, (c) unless reasonably requested by the Administrative Agent or the Required Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) unless reasonably requested by the Administrative Agent or the Required Lenders, any personal property (other than personal property described in clause (c) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, (e) the Equity Interests of any Foreign Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 7.13(a), (f) any property which, subject to the terms of Section 8.09 , is subject to a Lien of the type described in Section 8.01(i)  pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, (g) any lease, license, contract, property right or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so
 
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long as the grant of a Lien in any such lease, license, contract, property right or agreement will (i) violate any law, rule or regulation applicable to such Loan Party, (ii) result in or will constitute a breach, termination, or default under any such lease, license, contract, property right or agreement, (iii) result in or will constitute the abandonment, invalidation or enforceability of any right, title or interest of such Loan Party in any such lease, license, contract, property right or agreement, or (iv) requires any consent not obtained by such Loan Party under any such lease, license, contract, property right or agreement except (A) in the case of clauses (ii)  through (iv) , other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the applicable UCC or any other applicable Law or principles of equity and (B) the foregoing exclusions with respect to  this clause (g) shall not apply to (1) monies due or to become due to a Loan Party in respect of such lease, license, contract, property right or agreement, or (2) any and all proceeds from the sale, transfer, assignment, license, lease or other dispositions of such lease, license, contract, property right or agreement; (h) deposit accounts established solely for the purpose of funding payroll, payroll taxes, withholding tax, employee wage and benefit payments and other tax and employee fiduciary accounts, (i) trust accounts maintained solely on behalf of a Loan Party’s customers in the ordinary course of business; (j) any trademark application of a Loan Party filed with the United States Patent and Trademark Office on an “intent-to-use” basis, until such time as a statement of use is filed with and duly accepted by the United States Patent and Trademark Office (only to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law); and (k) any assets for which the Administrative Agent determines that (i) the costs of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby or (ii) obtaining such security interest is not commercially practicable.
 
“ Excluded Subsidiaries ” means, collectively, (a) Wyoming and its Subsidiaries, (b) any non-Wholly Owned Subsidiary of the Borrower (until such time as such Subsidiary becomes a Wholly Owned Subsidiary of the Borrower), (c) any Foreign Subsidiary and (d) any Domestic Subsidiary that is not a Material Domestic Subsidiary.
 
“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.
 
“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient  or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Revolving Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Revolving Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13 ) or (ii) such Lender changes its Lending
 
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Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) , (a)(iii)  or (c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e)   and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
 
“ Existing Indebtedness ” has the meaning specified in Section 5.01 .
 
“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.
 
“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.
 
“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
 
“ Fee Letter ” means the letter agreement dated June 28, 2013 among the Borrower, the Administrative Agent and the Arranger.
 
“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 
“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
 
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
 
“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
 
“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
 
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“ Funded Indebtedness ” of any Person means all Indebtedness of such Person other than Indebtedness described in clause (f)  of the definition thereof; provided, that, any Indebtedness that arises under a revolving credit agreement or revolving credit line shall only constitute “Funded Indebtedness” to the extent of (a) any amount actually drawn and outstanding under such agreement or credit line plus (b) the aggregate maximum face amount of letters of credit issued thereunder or in connection therewith.
 
“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board consistently applied.
 
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 
“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the primary purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the primary purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations.  The amount of any Guarantee shall be the lesser of (x) an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith and (y) the value of the property subject to a lien, to the extent that such obligation is non-recourse other than to such property.  The term “Guarantee” as a verb has a corresponding meaning.
 
“ Guarantor Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit 7.12 executed and delivered by a Domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the provisions of Section 7.12 or any similar other documents as the Administrative Agent shall reasonably deem appropriate for such purpose
 
“ Guarantors ” means, collectively, (a) each Domestic Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 , (c) with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Secured Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08 ) under the Guaranty, the Borrower, and (d) the successors and
 
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permitted assigns of the foregoing; provided , that no Excluded Subsidiary will be required to be a Guarantor hereunder.
 
“ Guaranty ” means the Guaranty made by the Guarantors in favor of the Administrative Agent, the L/C Issuer, the Lenders and the other holders of the Obligations pursuant to Article IV .
 
“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
“ Hedge Bank ” means any Person in its capacity as a party to a Swap Contract with the Borrower or any Subsidiary provided that (a) at the time such Person enters into such Swap Contract, such Person is a Lender or an Affiliate of a Lender or (b) such Swap Contract exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.
 
“ Honor Date ” has the meaning set forth in Section 2.03(c) .
 
“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
 
“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
 
(a)                                  all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
 
(b)                                  all purchase money indebtedness;
 
(c)                                   the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
 
(d)                                  all obligations (including earn-out obligations) in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
 
(e)                                   the Attributable Indebtedness of capital leases, Synthetic Lease Obligations, Sale and Leaseback Transactions and Securitization Transactions;
 
(f)                                    the Swap Termination Value of any Swap Contract;
 
(g)                                   indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (with the amount thereof being measured as the lesser of the amount of such Indebtedness or that fair market value of such property);
 
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(h)                                  all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interests, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that in no event shall obligations in respect of any of the following constitute Indebtedness: (i) any of the foregoing obligations with respect to any Equity Interests of the Borrower and/or Wyoming set forth in the respective Organizational Documents of such Persons; (ii) Permitted Tax Distributions, the Wyoming Co. Dividend, the Special Dividend and/or IPO Distribution; and (iii) the declaration or approval by, or consent of, a board of directors, partnership committee or general partner (or similar governing body or Person) of, and the corresponding making or payment of, any such purchase, redemption, retirement, defeasance or payment permitted hereunder;
 
(i)                                      without duplication, all Guarantees in respect of any of the foregoing; and
 
(j)                                     all Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Indebtedness is expressly made non-recourse to such Person.
 
Notwithstanding the foregoing, the term Indebtedness shall not include (1) Intercompany Indebtedness, (2) deferred or prepaid revenue or (3) any earn-out obligation or other contingent obligation in respect of Indebtedness under clause (d)  of this definition until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP.
 
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 
“ Indemnitee ” has the meaning specified in Section 11.04(b) .
 
“ Information ” has the meaning specified in Section 11.07 .
 
“ Intercompany Indebtedness ” means (a) Indebtedness owing by a Loan Party or a Subsidiary of a Loan Party to another Loan Party or a Subsidiary of a Loan Party if the corresponding Investment is permitted under Section 8.02 , (b) Indebtedness owing by a Loan Party to a Loan Party and (c) Indebtedness owing by a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party.
 
“ Interest Payment Date ” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.
 
“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice and subject to availability; provided that:
 
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(a)                                  any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
 
(b)                                  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 
(c)                                   no Interest Period shall extend beyond the Maturity Date.
 
“ Interim Financial Statements ” means the unaudited consolidated financial statements of OCI Holdings and its Subsidiaries for the fiscal quarter ending March 31, 2013, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.
 
“ Internal Revenue Code ” means the Internal Revenue Code of 1986.
 
“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, pursuant to (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
 
“ IP Rights ” has the meaning specified in Section 6.17 .
 
“ IPO ” has the meaning specified in Section 8.08 .
 
“ IPO Distributions ” has the meaning specified in Section 8.06(f) .
 
“ IRS ” means the United States Internal Revenue Service.
 
“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
 
“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
 
“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, binding guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, binding requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force of law.
 
“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
 
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“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.
 
“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
 
“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
 
“ L/C Obligations ” means, as at any date of determination, without duplication, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
 
“ Lenders ” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes the Swing Line Lender.
 
“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
 
“ Letter of Credit ” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.
 
“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
 
“ Letter of Credit Expiration Date ” means the day that is seven (7) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
 
“ Letter of Credit Fee ” has the meaning specified in Section 2.03(h) .
 
“ Letter of Credit Sublimit ” means an amount equal to Five Million Dollars ($5,000,000).  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
“ Lien ” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any assignment, deposit arrangement, financing lease having substantially the same economic effect as any of the foregoing).
 
“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or Swing Line Loan.
 
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“ Loan Documents ” means this Agreement, each Note, each Issuer Document, each Guarantor Joinder Agreement, the Collateral Documents, the Fee Letter, any Auto Borrow Agreement and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 (but specifically excluding Secured Hedge Agreements and Secure Cash Management Agreements).
 
“ Loan Modification Agreement ” has the meaning specified in Section 11.06(g) .
 
“ Loan Modification Offer ” has the meaning specified in Section 11.06(g) .
 
“ Loan Notice ” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit 2.02 .
 
“ Loan Parties ” means, collectively, the Borrower and each Guarantor.
 
“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
 
“ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”
 
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
 
“ Material Domestic Subsidiary ” means any Material Subsidiary that is a Domestic Subsidiary.
 
“ Material Indebtedness ” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness arising under Swap Contracts) of the Borrower or any of the Borrower’s Subsidiaries having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.
 
“ Material Subsidiary ” means, at any date of determination, any (a) Subsidiary of the Borrower that individually has or (b) Subsidiary of the Borrower that, when taken together with all other Subsidiaries that are not Material Subsidiaries, in the aggregate has, in either case, revenues, assets or earnings in an amount equal to at least 5% of (i) the consolidated revenues of the Borrower and its Subsidiaries for the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , (ii) the consolidated assets of the Borrower and its Subsidiaries as of the last day of the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , or (iii) the consolidated net earnings of the Borrower and its Subsidiaries for the most recently completed fiscal quarter for which the Administrative Agent has received financial statements of the Borrower and its Subsidiaries pursuant to Section 7.01(a)  or (b) , in each case determined in accordance with GAAP for such period.
 
“ Maturity Date ” means July 18, 2018; provided , however , that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 
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“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i) , (a)(ii)  or (a)(iii) , an amount equal to 102% of the Outstanding Amount of all LC Obligations.
 
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
 
“ Mortgages ” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in the fee interests of any Loan Party in any real property.
 
“ Multiemployer Plan ” means any employee benefit plan as described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
 
“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including any Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as described in Section 4064 of ERISA.
 
“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
 
“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 
“ Note ” has the meaning specified in Section 2.11(a) .
 
“ Obligations ” means, with respect to each Loan Party, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and (b) all obligations of the Borrower or any Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements or Secured Hedge Agreements, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
 
“ OCI Holdings ” means OCI Wyoming Holding Co., a Delaware corporation.
 
“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
 
“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of
 
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formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 
“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
 
“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).
 
“ Outstanding Amount ” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
 
“ Participant ” has the meaning specified in Section 11.06(d) .
 
“ Participant Register ” has the meaning specified in Section 11.06(d) .
 
“ PBGC ” means the Pension Benefit Guaranty Corporation.
 
“ Pension Act ” means the Pension Protection Act of 2006.
 
“ Pension Funding Rules ” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.
 
“ Pension Plan ” means any employee pension benefit plan as defined in Section 3 of ERISA (other than a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.
 
“ Permitted Acquisition ” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary (other than Resource Partners), provided that (a) no Default shall have occurred and be continuing or would result from such Acquisition, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower
 
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and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a)  or (b)  after giving effect to such Acquisition on a Pro Forma Basis, (e) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) and (f) the aggregate cash and non-cash consideration (including assumed Indebtedness (in the case of an asset (as opposed to Equity Interest) acquisition), the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including earn-out payments), but excluding the fair market value of Equity Interests issued or transferred to the sellers of such Person or assets, and provided that any portion of any deferred purchase price or assumed obligations that at any time after the consummation of such Acquisition that have been determined by the parties to the Acquisition to no longer be required to be paid in accordance with the underlying acquisition documents shall not be included for purposes of this calculation) for any such Acquisition shall not exceed (i) with respect to the Borrower and its Subsidiaries (other than Wyoming and its Subsidiaries), $2,000,000 and (ii) with respect to Wyoming and its Subsidiaries, $10,000,000.
 
“ Permitted Amendments ” has the meaning specified in Section 11.06(g) .
 
“ Permitted Liens ” means, at any time, Liens in respect of property of the Borrower or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01 .
 
“ Permitted Tax Distributions ” shall mean, with respect to any fiscal year or portion thereof that the Borrower (a) is treated as a partnership, S corporation or other or disregarded entity under the Internal Revenue Code, or (b) files a consolidated, combined, unitary or similar Tax return with its direct or indirect parent, cash distributions paid by the Borrower to its equityholder(s) in respect of federal, state and local income tax liabilities (including estimates thereof and any tax deficiencies or other subsequent adjustments to tax liabilities) attributable to the ultimate taxpayers’ ownership interests.
 
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
“ Plan ” means any Pension Plan maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.
 
“ Platform ” has the meaning specified in Section 7.02 .
 
“ Pro Forma Basis ” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 8.11 , such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a)  or (b) .  In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow
 
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statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent, (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (iii) the Pro Forma Cost Savings with respect to any period shall be included in the calculation of Consolidated EBITDA.
 
“ Pro Forma Compliance Certificate ” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a)  or (b)  after giving effect to the applicable transaction on a Pro Forma Basis.
 
“ Pro Forma Cost Savings ” means, with respect to any period, the reduction in net costs and related adjustments that, without duplication, were directly attributable to any Acquisition, merger, reorganization or consolidation permitted hereunder that occurred during such period; provided that any such reductions in net costs and related adjustments are set forth in an officers’ certificate signed by the Borrower’s (or its general partner’s) chief financial officer which states (a) the amount of such reduction in net costs and related adjustments and (b) that such reduction in net costs and related adjustments are based on the reasonable good faith beliefs of the officers executing such officers’ certificate at the time of such execution.
 
“ Public Lender ” has the meaning specified in Section 7.02 .
 
“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
 
“ Real Property Security Documents ” means with respect to the fee interest of any Loan Party in any real property:
 
(a)                                  a fully executed and notarized Mortgage encumbering the fee interest of such Loan Party in such real property;
 
(b)                                  if requested by the Administrative Agent in its sole discretion, maps or plats of an as-built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained
 
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in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed;
 
(c)                                   ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to such real property, in an amount not exceeding the fair market value of such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;
 
(d)                                  evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “ Flood Hazard Property ”) and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole lender’s loss payee on behalf of the Lenders;
 
(e)                                   if reasonably requested by the Administrative Agent in its sole discretion, an environmental assessment report, as to such real property, in form and substance and from professional firms acceptable to the Administrative Agent in its reasonable discretion;
 
(f)                                    if requested by the Administrative Agent in its sole discretion, evidence reasonably satisfactory to the Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
 
(g)                                   if requested by the Administrative Agent in its sole discretion, an opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent.
 
“ Recipient ” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder .
 
“ Recovery Event ” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.
 
“ Register ” has the meaning specified in Section 11.06(c) .
 
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“ Reimbursement Agreements ” means (a) the Reimbursement Agreement, dated as of October 1, 2001, between Comerica Bank and Wyoming and (b) the Reimbursement Agreement, dated as of September 29, 2003, between Comerica Bank and Wyoming.
 
“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
 
“ Reorganization Transactions ” means (a) the recapitalization of the Equity Interests of Wyoming held by Wyoming Co. on or prior to the Closing Date, (b) the redemption by Wyoming Co. of its outstanding Equity Interests held by NRP Trona LLC or one or more of its equityholders on or prior to the Closing Date, (c) the transfer by Wyoming Co. of its Equity Interests in Wyoming to the Borrower and payment by the Borrower to Wyoming Co. in exchange for such Equity Interests on or about the consummation of the IPO, (d) the consummation of the IPO, (e) the IPO Distribution, (f) the conversion of Wyoming Co. to a limited liability company and thereafter treated as an entity that is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-2(c)(2)(i) and (g) any other transactions that are reasonably related to, and necessary to give effect to, the transactions described in clause (a) — (f) of this definition.
 
“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
 
“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
 
“ Required Approval ” has the meaning specified in Section 11.06(g) .
 
“ Required Lenders ” means, at any time, at least two (2) Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders (provided that (i) if there is only one Lender, then such Lender shall constitute the Required Lenders and (ii) for purposes of this definition, a Lender, its Affiliates and its Approved Funds shall collectively be deemed to constitute a single Lender).  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.
 
“ Resource Partners ” means OCI Resource Partners LLC, a Delaware limited liability company.
 
“ Responsible Officer ” means, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of such Loan Party (or its general partner) and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of such Loan Party (or its general partner) and, solely for purposes of notices given pursuant to Article II , any other officer of the applicable Loan Party (or its general partner) so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate, in form and substance reasonably satisfactory to the Administrative Agent.
 
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“ Restricted Payment ” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof); provided, for clarity, neither the conversion of convertible debt into capital stock nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) shall be a Restricted Payment hereunder.
 
“ Revolving Commitment ” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.
 
“ Revolving Credit Exposure ” means, as to any Lender at any time, without duplication, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
 
“ Revolving Loan ” has the meaning specified in Section 2.01 .
 
“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
 
“ Sanction(s) ” means any international economic sanction administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
 
“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 
“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between the Borrower or any Subsidiary and any Cash Management Bank with respect to such Cash Management Agreement.  For the avoidance of doubt, a holder of Obligations in respect of Secured Cash Management Agreements shall be subject to the last paragraph of Section 9.03 and Section 10.11 .
 
“ Secured Hedge Agreement ” means any Swap Contract that is entered into by and between the Borrower or any Subsidiary and any Hedge Bank with respect to such Swap Contract.  For the avoidance of doubt, a holder of Obligations in respect of Secured Hedge Agreements shall be subject to the last paragraph of Section 9.03 and Section 10.11 .
 
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“ Secured Party Designation Notice ” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit 9.03 .
 
“ Securitization Transaction ” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.
 
“ Security Agreement ” means the security and pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties.
 
“ Solvent ” or “ Solvency ” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital under applicable Laws and after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
“ Special Dividend ” has the meaning specified in Section 8.06(e) .
 
“ Specified Loan Party ” has the meaning specified in Section 4.08 .
 
“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Equity Interests is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
 
“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
 
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agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
 
“ Swap Obligation ” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
 
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
 
“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
 
“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .
 
“ Swing Line Loan Notice ” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit 2.04 .
 
“ Swing Line Sublimit ” means an amount equal to Five Million Dollars ($5,000,000).  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
“ Syndication Agent ” means Comerica Bank, in its capacity as Syndication Agent.
 
“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
“ Threshold Amount ” means (a) with respect to the Borrower and its Subsidiaries (other than Wyoming and its Subsidiaries), $500,000, and (b) with respect to Wyoming and its Subsidiaries, $5,000,000.
 
“ Total Credit Exposure ” means, as to any Lender at any time, without duplication, the unused Revolving Commitments of such Lender at such time, the outstanding Loans of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
 
“ Total Revolving Outstandings ” means the aggregate Outstanding Amount of, without duplication, all Revolving Loans, all Swing Line Loans and all L/C Obligations.
 
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“ Type ” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.
 
“ United States ” and “ U.S. ” mean the United States of America.
 
“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .
 
“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.
 
“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .
 
“ Voting Equity Interests ” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.
 
“ Wholly Owned Subsidiary ” means any Person 100% of whose Equity Interests are at the time owned by the Borrower directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Borrower.
 
“ Wyoming ” means OCI Wyoming, L.P., a Delaware limited partnership.
 
“ Wyoming Co .” means OCI Wyoming Co., a Delaware corporation.
 
“ Wyoming Co. Dividend ” has the meaning specified in Section 8.06(e) .
 
“ Wyoming Credit Agreement ” means that certain Credit Agreement dated as of the date hereof among Wyoming (as borrower), the guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent.
 
1 .02                         Other Interpretive Provisions .
 
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 
(a)                                  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.”  The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, replacements, refinancings or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ”, “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to
 
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refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law or law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such Law or law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.
 
(b)                                  In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
 
(c)                                   Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 
(d)                                  Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Responsible Officer of any Loan Party.
 
(e)                                   Any requirement under this Agreement that a matter be appropriate, satisfactory or acceptable to the Administrative Agent (or any words of similar import) shall mean, in each case, the Administrative Agent acting reasonably.  Any requirement under this Agreement that requires the determination, judgment or discretion of the Administrative Agent (or any concept of similar import) shall require the Administrative Agent to make such determination, judgment or discretion (or any concept of similar import) in good faith in the exercise of reasonable (from the perspective of a secured creditor) creditor business judgment.
 
(f)                                    All references to the “payment in full” of the Obligations or “as long as any of the Obligations shall be outstanding” or words of similar import shall mean to exclude (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount .
 
(g)                                   All references to the payment of fees and expenses of the Administrative Agent or any Lender (other than counsel fees and expenses) shall mean the reasonable and documented out-of-pocket fees; and, with respect to the fees and expenses of counsel, shall mean the reasonable and documented out-of-pocket fees and expenses of one outside law firm for the Agent and Lenders collectively, any necessary local counsel and shall not include any fees or expenses of internal counsel to the Administrative Agent or any Lender.
 
1 .03                         Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis .
 
(a)                                  Generally .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial
 
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calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
 
(b)                                  Changes in GAAP .  If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Borrower and the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
 
(c)                                   Consolidation of Variable Interest Entities .  All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.  The parties acknowledge and agree that, notwithstanding anything to the contrary herein, for purposes of calculating Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, the Audited Financial Statements and Interim Financial Statements shall be used to calculate the applicable numbers and figures with respect to the periods ending December 31, 2012 and March 31, 2013, respectively.
 
(d)                                  Calculation of Financial Covenants on a Pro Forma Basis .  Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to any Acquisition, Disposition or Recovery Event occurring during the applicable period.
 
1 .04                         Rounding .
 
Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number.
 
1 .05                         Times of Day .
 
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 
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1 .06                         Letter of Credit Amounts .
 
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
 
ARTICLE II
 
THE REVOLVING COMMITMENTS AND CREDIT EXTENSIONS
 
2 .01                         Revolving Loans .
 
Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Revolving Loan ”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided , however , that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 .  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein.
 
2 .02                         Borrowings, Conversions and Continuations of Loans .
 
(a)                                  Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a)  must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c)  and 2.04(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of,
 
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conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
 
(b)                                  Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice (provided that such Lender receives such notice from the Administrative Agent by 12:00 noon on such Business Day in the case of Base Rate Loans).  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second , shall be made available to the Borrower as provided above.
 
(c)                                   Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.  Upon the occurrence and during the continuance of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
 
(d)                                  The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
 
(e)                                   After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect.
 
(f)                                    This Section 2.02 shall not apply to Swing Line Loans.
 
2 .03                         Letters of Credit .
 
(a)                                  The Letter of Credit Commitment .
 
(i)                                      Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the
 
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Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
 
(ii)                                   The L/C Issuer shall not issue any Letter of Credit if:
 
(A)                                subject to Section 2.03(b)(iii) , the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure (other than the Revolving Credit Exposure with respect to any Defaulting Lender) have approved such expiry date; or
 
(B)                                the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
 
(iii)                                The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
 
(A)                                any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
 
(B)                                the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
 
(C)                                except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
 
(D)                                such Letter of Credit is to be denominated in a currency other than Dollars;
 
(E)                                 any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion reasonably exercised) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of
 
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Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion reasonably exercised; or
 
(F)                                  such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
 
(iv)                               The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
 
(v)                                  The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
 
(vi)                               The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
 
(b)                                  Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .
 
(i)                                      Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to
 
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such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.
 
(ii)                                   Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
 
(iii)                                If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a)  or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.
 
(iv)                               If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”).  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a
 
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specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
 
(v)                                  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
 
(c)                                   Drawings and Reimbursements; Funding of Participations .
 
(i)                                      Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)  may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
 
(ii)                                   Each Lender shall upon any notice pursuant to Section 2.03(c)(i)  make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day (provided that such Lender receives such notice from the Administrative Agent by 12:00 noon on such Business Day), specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.
 
(iii)                                With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)  shall be deemed payment in respect of its
 
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participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .
 
(iv)                               Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c)  to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.
 
(v)                                  Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c)  is subject to the conditions set forth in Section 5.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
 
(vi)                               If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c)  by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
 
(d)                                  Repayment of Participations .
 
(i)                                      At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.
 
(ii)                                   If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i)  is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C
 
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Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 
(e)                                   Obligations Absolute .  The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
 
(i)                                      any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
 
(ii)                                   the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
 
(iii)                                any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
 
(iv)                               waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;
 
(v)                                  honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
 
(vi)                               any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;
 
(vii)                            any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
 
(viii)                         any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.
 
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The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
 
(f)                                    Role of L/C Issuer .  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“ SWIFT ”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
 
(g)                                   Applicability of ISP; Limitation of Liability .  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.  Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.
 
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(h)                                  Letter of Credit Fees .  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.15 , with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans times the daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand; and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
 
(i)                                      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer .  The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 .  In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard out-of-pocket costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard out-of-pocket costs and charges are due and payable on demand and are nonrefundable.
 
(j)                                     Conflict with Issuer Documents .  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
 
(k)                                  Letters of Credit Issued for Subsidiaries .  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
 
2 .04                         Swing Line Loans .
 
(a)                                  Swing Line Facility .  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , may in its sole discretion make loans (each such loan, a “ Swing Line Loan ”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided , however , that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the
 
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Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension would reasonably be expected to have, Fronting Exposure.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04 , prepay under Section 2.05 , and reborrow under this Section 2.04 .  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
 
(b)                                  Borrowing Procedures .  Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by either, at the option of the Borrower, by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds or by wire transfer of such funds in accordance with instructions provided by the Borrower.
 
(c)                                   Refinancing of Swing Line Loans .
 
(i)                                      The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 .  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day
 
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specified in such Loan Notice (provided that such Lender receives such Loan Notice by 12:00 noon on such day), whereupon, subject to Section 2.04(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.
 
(ii)                                   If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i) , the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)  shall be deemed payment in respect of such participation.
 
(iii)                                If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c)  by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
 
(iv)                               Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)  shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c)  is subject to the conditions set forth in Section 5.02 (other than receipt of a Loan Notice).  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
 
(d)                                  Repayment of Participations .
 
(i)                                      At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.
 
(ii)                                   If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
 
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by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 
(e)                                   Interest for Account of Swing Line Lender .  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.
 
(f)                                    Payments Directly to Swing Line Lender .  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
 
(g)                                   Auto Borrow Arrangement .  In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance satisfactory to the Swing Line Lender and the Administrative Agent (the “ Auto Borrow Agreement ”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the applicable conditions set forth herein.  At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Swing Line Loans for all purposes hereof, except that Borrowings of Swing Line Loans under the Auto Borrow Agreement shall be made in accordance with the Auto Borrow Agreement.  For purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.
 
2 .05                         Prepayments .
 
(a)                                  Voluntary Prepayments of Loans .
 
(i)                                      Revolving Loans .  The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required
 
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pursuant to Section 3.05 .  Subject to Section 2.15 , each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
 
(ii)                                   Swing Line Loans .  The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
 
(iii)                                Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a)  if such prepayment would have resulted from the refinancing of all or a portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.
 
(b)                                  Mandatory Prepayments of Loans .
 
(i)                                      Revolving Commitments .  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided , however , that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)  unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.
 
(ii)                                   Application of Mandatory Prepayments .  All amounts required to be paid pursuant to this Section 2.05(b)  shall be applied first , ratably to the L/C Borrowings and the Swing Line Loans, second , to the outstanding Revolving Loans, and, third , to Cash Collateralize the remaining L/C Obligations.  Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.05(b)  shall be subject to Section 3.05 , but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
 
2 .06                         Termination or Reduction of Aggregate Revolving Commitments .
 
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of
 
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termination or reduction of the Aggregate Revolving Commitments.  Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage.  All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.  Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Aggregate Revolving Commitments under this Section 2.06 if such termination would have resulted from the refinancing of all or a portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.
 
2 .07                         Repayment of Loans .
 
(a)                                  Revolving Loans .  The Borrower shall repay to the Lenders on the Maturity Date, unless accelerated sooner pursuant to Section 9.02 , the aggregate principal amount of all Revolving Loans outstanding on such date.
 
(b)                                  Swing Line Loans .  The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date, unless accelerated sooner pursuant to Section 9.02 .
 
2 .08                         Interest .
 
(a)                                  Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate (or with respect to any Swing Line Loan advanced pursuant to an Auto Borrow Agreement, such other rate as separately agreed in writing between the Borrower and the Swing Line Lender).
 
(b)                                  (i)                                      If any amount payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such unpaid amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
 
(ii)                                   Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
(c)                                   Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
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2 .09                         Fees .
 
In addition to certain fees described in subsections (h) and (i) of Section 2.03 :
 
(a)                                  Commitment Fee .  The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the “ Commitment Fee ”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 .  For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee.  The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided , that (A) no Commitment Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) subject to Section 2.15 , any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender.  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
 
(b)                                  Other Fees .
 
(i)                                      The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
(ii)                                   The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
2 .10                         Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate .
 
(a)                                  All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
 
(b)                                 If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated
 
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Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under this Agreement.  The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.
 
2 .11                         Evidence of Debt .
 
(a)                                  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall be in the form of Exhibit 2.11 (a “ Note ”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
 
(b)                                  In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
 
2 .12                         Payments Generally; Administrative Agent’s Clawback .
 
(a)                                  General .  All payments to be made by the Borrower or any other Loan Party shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Except as set forth in the definition of “Interest Period”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall
 
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be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
(b)                                  (i)  Funding by Lenders; Presumption by Administrative Agent .  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
 
(ii)                                   Payments by Borrower; Presumptions by Administrative Agent .  Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
 
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
 
(c)                                   Failure to Satisfy Conditions Precedent .  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the applicable conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent promptly shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 
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(d)                                  Obligations of Lenders Several .  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c)  are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c)  on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .
 
(e)                                   Funding Source .  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 
2 .13                         Sharing of Payments by Lenders .
 
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
 
(i)                                      if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
 
(ii)                                   the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary (as to which the provisions of this Section shall apply).
 
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
 
2 .14                         Cash Collateral .
 
(a)                                  Certain Credit Support Events .  If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c)  or (iv) there shall exist
 
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a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii)  above) or within two (2) Business Days (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv)  above, after giving effect to Section 2.15(b)  and any Cash Collateral provided by the Defaulting Lender).
 
(b)                                  Grant of Security Interest .  The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest (subject to Liens permitted under Section 8.01(m) ) in all Cash Collateral, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c) .  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided (other than Liens permitted under Section 8.01(m) ), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (provided that if the Cash Collateral is more than the Minimum Collateral Amount, upon the request of the Borrower, the Administrative Agent will promptly pay, provide or distribute to the Borrower a portion of the Cash Collateral equal to the amount of such excess or surplus). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or an Affiliate thereof. The Borrower shall pay on demand therefor from time to time all customary and reasonable account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
 
(c)                                   Application .  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03 , 2.05 , 2.15 or 9.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
 
(d)                                  Release .  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi) )) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
 
2 .15                         Defaulting Lenders .
 
(a)                                 Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
 
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(i)                                      Waivers and Amendments .  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01 .
 
(ii)                                   Defaulting Lender Waterfall .  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third , to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14 ; fourth , as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth , if so reasonably determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14 ; sixth , to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.15(b) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii)  shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
 
(iii)                                Certain Fees .
 
(A)                                No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a)  for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) .
 
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(B)                                Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14 .
 
(C)                                With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B)  above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.15(b)  below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
 
(b)                                 Reallocation of Applicable Percentages to Reduce Fronting Exposure .  All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the applicable conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
 
(c)                                  Cash Collateral, Repayment of Swing Line Loans .  If the reallocation described in Section 2.15(b)  above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14 .
 
(d)                                 Defaulting Lender Cure .  If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(b) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
 
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ARTICLE III
 
TAXES, YIELD PROTECTION AND ILLEGALITY
 
3 .01                         Taxes .
 
(a)                                 Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .
 
(i)                                      Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e)  below.
 
(ii)                                   If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e)  below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made for Indemnified Taxes.
 
(iii)                                If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e)  below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made for Indemnified Taxes.
 
(b)                                  Payment of Other Taxes by the Loan Parties .  Without limiting the provisions of subsection (a)  above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
 
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(c)                                  Tax Indemnifications .
 
(i)                                      Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (except for any penalties or interest with respect to such Indemnified Taxes that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of the Administrative Agent, any Lender or the L/C Issuer), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.  Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii)  below.
 
(ii)                                   Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d)  relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) .
 
(d)                                 Evidence of Payments .  Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to such Loan Party or the Administrative Agent, as the case may be.
 
(e)                                  Status of Lenders; Tax Documentation .
 
(i)                                      Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
 
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requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) , 3.01(e)(ii)(B)  and 3.01(e)(ii)(D)  below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
 
(ii)                                   Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
 
(A)                                any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
 
(B)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
 
(1)                                  in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
 
(2)                                  executed originals of IRS Form W-8ECI;
 
(3)                                  in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or
 
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(4)                                  to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-2 or Exhibit 3.01-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-4 on behalf of each such direct and indirect partner;
 
(C)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
 
(D)                                if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.
 
(iii)                                Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
 
(f)                                    Treatment of Certain Refunds .  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund (including any application or carryover of such refund amount to reduce any amount otherwise payable to the refunding Governmental Authority) of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes
 
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giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
 
(g)                                   Survival .  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
 
3 .02                         Illegality .
 
If any Lender determines in good faith that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
 
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3 .03                         Inability to Determine Rates .
 
If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent reasonably determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or (b) the Required Lenders reasonably determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
 
3 .04                         Increased Costs .
 
(a)                                  Increased Costs Generally .  If any Change in Law shall:
 
(i)                                      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;
 
(ii)                                   subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
 
(iii)                                impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;
 
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
 
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(b)                                  Capital Requirements .  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
 
(c)                                   Certificates for Reimbursement .  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
 
(d)                                  Delay in Requests .  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
 
3 .05                         Compensation for Losses .
 
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
 
(a)                                  any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
 
(b)                                  any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or
 
(c)                                   any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13 .
 
Such loss, cost or expense shall be limited to the actual loss, cost or expense arising from any actual liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to
 
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terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary and reasonable administrative fees charged by such Lender in connection with the foregoing.
 
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.
 
3 .06                         Mitigation of Obligations; Replacement of Lenders .
 
(a)                                  Designation of a Different Lending Office .  If any Lender requests compensation under Section 3.04 , or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then at the request of the Borrower such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the case may be.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
 
(b)                                  Replacement of Lenders .  If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Borrower may replace such Lender in accordance with Section 11.13 .
 
3 .07                         Survival .
 
All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.
 
ARTICLE IV
 
GUARANTY
 
4 .01                         The Guaranty .
 
Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, the L/C Issuer, the Lenders and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Obligations is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay
 
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the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
 
Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.
 
4 .02                         Obligations Unconditional .
 
The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full and the Revolving Commitments have expired or terminated.  Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
 
(a)                                  at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
 
(b)                                  any of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall be done or omitted;
 
(c)                                   the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
 
(d)                                  any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
 
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(e)                                   any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).
 
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices required to be delivered pursuant to the terms of the Loan Documents) and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.
 
4 .03                         Reinstatement .
 
The obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable and documented out-of-pocket costs and expenses (including the fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and the holders of the Obligations taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Administrative Agent and/or holder(s) of the Obligations similarly situated taken as a whole) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
 
4 .04                         Certain Additional Waivers .
 
Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06 .
 
4 .05                         Remedies .
 
The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 9.02 ) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01 .  The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.
 
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4 .06                         Rights of Contribution .
 
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full and the Revolving Commitments have terminated.
 
4 .07                         Guarantee of Payment; Continuing Guarantee .
 
The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.
 
4 .08                         Keepwell .
 
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “ Specified Loan Party ”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.
 
ARTICLE V
 
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 
5 .01                         Conditions of Effectiveness .
 
This Agreement shall be effective upon satisfaction of the following conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent and each Lender:
 
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(a)                                  Loan Documents .  Receipt by the Administrative Agent of executed counterparts of this Agreement, the Security Agreement and each Note requested by any Lender, each properly executed by a Responsible Officer of the signing Loan Party (or the general partner thereof).
 
(b)                                  Opinions of Counsel .  Receipt by the Administrative Agent of reasonably satisfactory opinions of legal counsel to the Loan Parties (including, to the extent required, local counsel to the Loan Parties), addressed to the Administrative Agent and each Lender, dated as of the Closing Date.
 
( c )                                   Organization Documents, Resolutions, Etc.   Receipt by the Administrative Agent of the following:
 
(i)                                      copies of the Organization Documents of each Loan Party certified, in the case of each certificate of limited partnership, certificate of formation or certificate of incorporation, to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party (or its general partner) to be true and correct as of the Closing Date;
 
(ii)                                   such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan 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 Agreement and the other Loan Documents to which such Loan Party is a party; and
 
(iii)                                such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
 
(d)                                  Personal Property Collateral .  Receipt by the Administrative Agent of the following:
 
(i)                                      searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party;
 
(ii)                                   UCC financing statements for each appropriate jurisdiction as is required under the Uniform Commercial Code, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the Collateral;
 
(iii)                                all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
 
(iv)                              searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices;
 
(v)                                  duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties; and
 
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(vi)                               in the case of any personal property Collateral located at a premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.
 
(e)                                   Real Property Collateral .  Receipt by the Administrative Agent of Real Property Security Documents with respect to the fee interest of any Loan Party in each real property that is identified on Schedule 6.20-1 .
 
(f)                                    Evidence of Insurance .  Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming the Administrative Agent and its successors and assigns as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of property insurance) on behalf of the Lenders.
 
(g)                                   Closing Certificate .  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a)  and (b)  have been satisfied as of the Closing Date.
 
(h)                                  Limited Partnership Agreements .  Receipt by the Administrative Agent of (a) the limited partnership agreement for Wyoming and (b) the limited partnership agreement for the Borrower, in each case, certified by an officer of the Borrower (or its general partner), to be true and correct as of the Closing Date.
 
(i)                                      Refinance of Existing Indebtedness .  The Borrower and its Subsidiaries shall have repaid all outstanding Indebtedness (other than Indebtedness permitted under Section 8.03 ) (the “ Existing Indebtedness ”) excluding contingent indemnification or reimbursement obligations that have not been asserted, and terminated all commitments to extend credit with respect to the Existing Indebtedness, and all Liens securing the Existing Indebtedness shall have been released.
 
(j)                                     Fees .  Receipt by the Administrative Agent, the Arranger and the Lenders of any fees required to be paid on or before the Closing Date.
 
(k)                                  Attorney Costs .  The Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
 
Without limiting the generality of the provisions of the last paragraph of Section 10.03 , for purposes of determining compliance with the conditions specified in this Section 5.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
 
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5 .02                         Conditions to all Credit Extensions .
 
The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
 
(a)                                  The representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) on and as of the date of such Credit Extension, 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 (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects after giving effect to such materiality qualification) as of such earlier date.
 
(b)                                  No Default shall exist at the time of or would result from such proposed Credit Extension or from the application of the proceeds thereof.
 
(c)                                   The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof (except as otherwise provided in Section 2.03(c)(i)  and Section 2.04(c)(i)) .
 
Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a)  and (b)  have been satisfied on and as of the date of the applicable Credit Extension.
 
ARTICLE VI
 
REPRESENTATIONS AND WARRANTIES
 
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:
 
6 .01                         Existence, Qualification and Power .
 
The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
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6 .02                         Authorization; No Contravention .
 
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) and (c), to the extent that such conflict, breach, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
 
6 .03                         Governmental Authorization; Other Consents .
 
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect, (ii) filings to perfect the Liens created by the Collateral Documents and (iii) such approvals, consents, exemptions, authorizations, actions, notices or filings that the failure to obtain could not reasonably be in expected to have a Material Adverse Effect.
 
6 .04                         Binding Effect .
 
Each Loan Document, when delivered hereunder, has been duly executed and delivered by each Loan Party that is party thereto.  Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party that is party thereto in accordance with its terms (subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting the enforceability of creditors rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies whether in a proceeding at law or in equity).
 
6 .05                         Financial Statements; No Material Adverse Effect .
 
(a)                                  The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of OCI Holdings and its Subsidiaries as of the last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
 
(b)                                  The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of OCI Holdings and its Subsidiaries as of the last day of the period covered thereby and their results of operations for the period covered thereby, subject, in the case of clauses (i)  and (ii) , to the absence of footnotes and to normal year-end audit adjustments;
 
(c)                                  The financial statements delivered pursuant to Section 7.01(a)  and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a)  and (b) ) and
 
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present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby.
 
(d)                                  Since the date of the Audited Financial Statements, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
 
6 .06                         Litigation .
 
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Subsidiary or against any of their properties or revenues that, if determined adversely, could reasonably be expected to have a Material Adverse Effect.
 
6 .07                         No Default .
 
(a)                                  Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.
 
(b)                                  No Default has occurred and is continuing.
 
6 .08                         Ownership of Property; Liens .
 
Each of the Borrower and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Permitted Liens and for such defects in title as could not reasonably be expected to have a Material Adverse Effect.  The property of the Borrower and its Subsidiaries is not subject to any Liens other than Permitted Liens.
 
6 .09                         Environmental Compliance .
 
Except as could not reasonably be expected to have a Material Adverse Effect:
 
(a)                                  Each of the Borrower and its Subsidiaries is in compliance with Environmental Laws applicable to the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “ Facilities ”) or applicable to the businesses operated by the Borrower or any Subsidiary (the “Businesses”), and there is no current violation of any Environmental Law by the Borrower or any Subsidiary with respect to the Facilities or the Businesses, and, to the knowledge of the Responsible Officers of the Loan Parties, there are no present conditions at the Facilities or related to the Businesses that would reasonably be expected to give rise to liability of the Borrower or any Subsidiary under any applicable Environmental Laws.
 
(b)                                  Neither the Borrower nor any Subsidiary, nor, to the knowledge of the Responsible Officers of the Loan Parties, any other Person, has caused any of the Facilities to contain, or to have previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted an unresolved violation by the Borrower or any Subsidiary of, or could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, Environmental Laws.
 
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(c)                                   Neither the Borrower nor any Subsidiary has received any written or unequivocal verbal notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses that is unresolved, nor to the knowledge of the Responsible Officers of the Loan Parties, is any such notice being threatened.
 
(d)                                  Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.
 
(e)                                   No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or, to the knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other governmental orders, or other administrative or judicial requirements (outside the ordinary course of compliance with Environmental Law applicable to the Borrower and any Subsidiary) outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses.
 
(f)                                    There has been no release or threat of release of Hazardous Materials at or from the Facilities by the Borrower or any Subsidiary or, to the knowledge of the Responsible Officers of the Loan Parties, by any other person, or arising from or related to the operations (including disposal) of the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.
 
6 .10                         Insurance .
 
(a)                                  The properties of the Borrower and its Subsidiaries are insured with insurance companies not Affiliates of the Borrower that the Borrower has reasonably determined are financially sound and reputable, in such amounts, with such deductibles and covering such risks as the Borrower has reasonably determined as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.
 
(b)                                  The Borrower and its Subsidiaries maintain, if available, fully paid flood hazard insurance on all real property subject to a Mortgage that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise reasonably required by the Administrative Agent.
 
6 .11                         Taxes .
 
The Borrower and its Subsidiaries have filed all federal and state income tax returns and reports required to be filed, and have paid all federal and state income taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary is party to any tax sharing agreement.
 
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6 .12                         ERISA Compliance .
 
(a)                                  Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state laws, except as would not have a Material Adverse Effect.  Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by or will timely be submitted to the IRS.  To the knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would reasonably be expected to have an adverse effect on such letter, except as would not have a Material Adverse Effect.
 
(b)                                  There are no pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.
 
(c)                                   Except as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan; (iii) no Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (iv) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC.  No waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
 
6 .13                         Subsidiaries .
 
Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary, together with (a) jurisdiction of organization, (b) number of shares of each class of Equity Interests outstanding, and (c) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary.  The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and, to the extent applicable, non-assessable.
 
6 .14                         Use of Proceeds; Margin Regulations; Investment Company Act .
 
(a)                                  The proceeds of all Credit Extensions have been used for the purposes set forth in Section 7.11 .
 
(b)                                  The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any
 
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Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e)  will be margin stock.
 
(c)                                   None of the Loan Parties and their Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
 
6 .15                         Disclosure .
 
No written report, financial statement, certificate or other information (other than projections, pro forma financial information and information of a general economic or industry nature) (taken as a whole) furnished (in writing) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances under which they were made, not misleading; provided that, it is understood and agreed that for purposes of this Section 6.15, such reports, statements, certificates and information shall not include projections, pro forma financial information or any information of a general economic or industry nature.  With respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered or furnished to the Administrative Agent or the Arranger, it being understood and recognized by the Administrative Agent, L/C Issuer, Swing Line Lender and the Lenders, that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results.
 
6 .16                         Compliance with Laws .
 
Each of the Borrower and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
 
6 .17                         Intellectual Property; Licenses, Etc .
 
Except to the extent it would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses as currently conducted.  Set forth on Schedule 6.17 is a list of (i) all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that as of the Closing Date a Loan Party owns and (ii) all material licenses under which a Borrower or any Subsidiary has been granted exclusive rights by a third party to IP Rights registered with the United States Copyright Office or the United States Patent and Trademark Office as of the Closing Date (excluding licenses for off-the-shelf software).  Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person before any court or Governmental Authority challenging or questioning the use of any IP Rights by the Borrower or any Subsidiary or the validity or effectiveness of any IP Rights owned by a Borrower or any Subsidiary, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary, the granting of a right or a license in respect of any IP Rights
 
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from the Borrower or any Subsidiary does not infringe on any rights of any other Person.  As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any exclusive licensing agreement or similar arrangement except as set forth on Schedule 6.17 .
 
6 .18                         Solvency .
 
The Loan Parties (a) are Solvent on a consolidated basis and (b) do not intend, in any transaction contemplated by any Loan Document, to hinder, delay or defraud either present or future creditors or any other person to which such Person is or will become, through such transaction, indebted.
 
6 .19                         Perfection of Security Interests in the Collateral .
 
Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, the Security Agreement and any other Collateral Document providing for the grant of security interests or Liens upon personal property of the Loan Parties create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are perfected security interests and Liens, prior to all other Liens other than Permitted Liens (or, upon (i) the filing of appropriate UCC financing statements in the applicable financing offices and payment of applicable filing fees, (ii) the taking possession or control by the Administrative Agent of Collateral with respect to which a security interest may be perfected only by possession or control and (iii) the filing or recording of mortgages, if any, in the applicable recording offices, will be).  The Mortgages and any other Collateral Documents providing for the grant of security interests or Liens upon real property of the Loan Parties create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are prior to all other Liens other than Permitted Liens.
 
6 .20                         Business Locations; Taxpayer Identification Number .
 
Set forth on Schedule 6.20-1 is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing Date (identifying whether such real property is owned or leased and which Loan Party owns or leases such real property).  Set forth on Schedule 6.20-2 is the chief executive office, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Closing Date.  The exact legal name and state of organization of each Loan Party as of the Closing Date is as set forth on the signature pages hereto.  Except as set forth on Schedule 6.20-3 , as of the Closing Date, no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.
 
6 .21                         OFAC .
 
Neither the Borrower nor any Subsidiary nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or residing in a Designated Jurisdiction.
 
6 .22                         Patriot Act .
 
Each Loan Party is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools
 
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Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
 
6 .23                         Anti-Money Laundering Laws .
 
None of the Loan Parties (a) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable Law (collectively, “ Anti-Money Laundering Laws ”), (b) has been assessed civil penalties under any Anti-Money Laundering Laws or (c) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  Each Loan Party has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law), to ensure that such Loan Party and its Subsidiaries each is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.
 
ARTICLE VII
 
AFFIRMATIVE COVENANTS
 
So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), the Loan Parties shall and shall cause each Subsidiary to:
 
7 .01                         Financial Statements .
 
Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
 
(a)                                  as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and in the case of such consolidated statements audited and accompanied by a report and opinion of Deloitte & Touche LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;
 
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(b)                                  as soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2013, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated and consolidating statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated and consolidating statements of changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and in the case of such consolidated statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries ; provided that solely for purposes of the fiscal quarter ended June 30, 2013, the Loan Parties may, in lieu of the documents or information required to be delivered or furnished pursuant to this Section 7.01(b) , deliver or furnish the consolidated financial statements of OCI Holdings and its Subsidiaries which, notwithstanding anything to the contrary herein, shall be used to calculate the applicable numbers and figures with respect to the period ending June 30, 2013 for purposes of calculating Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio ; and
 
(c)                                   as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2013, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).
 
As to any information contained in materials furnished pursuant to Section 7.02(c) , the Borrower shall not be separately required to furnish such information under Section 7.01(a)  or 7.01(b) , but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 7.01(a)  or 7.01(b)  at the times specified therein.
 
7 .02                         Certificates; Other Information .
 
Deliver to the Administrative Agent for further prompt distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
 
(a)                                  concurrently with the delivery of the financial statements referred to in Sections 7.01(a)  and (b) , a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (or its general partner) (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
 
(b)                                  promptly after the same are available, copies of each annual report, proxy or financial statement or other material report or communication (to the extent the same would be
 
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required to be delivered to stockholders of a public corporation pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, assuming that such Loan Party were a public corporation for purposes of determining this disclosure standard) sent to the equityholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
 
(c)                                   promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations (in each case to the extent not client-attorney privileged communication) submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;
 
(d)                                  promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary; and
 
(e)                                   promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
 
Documents required to be delivered pursuant to Section 7.01(a)  or 7.01(b)  or Section 7.02(b)  (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall notify the Administrative Agent (by facsimile or electronic mail)  (who will notify each Lender) of the posting of any such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
 
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such
 
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Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.  Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
 
7 .03                         Notices .
 
Promptly notify the Administrative Agent and each Lender of:
 
(a)                                  the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder).
 
(b)                                  any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
(c)                                   without limiting the generality of the foregoing, the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
(d)                                  any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any determination by the Borrower referred to in Section 2.10(b) .
 
Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a)  shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
 
7 .04                         Payment of Taxes .
 
Pay and discharge as the same shall become due and payable all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.
 
7 .05                         Preservation of Existence, Etc .
 
(a)                                  In the case of Borrower and any Material Subsidiary, preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 .
 
(b)                                  In the case of Borrower and any Material Subsidiary, preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 .
 
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(c)                                   In the case of Borrower and any Material Subsidiary, take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
(d)                                  In the case of Borrower and any Material Subsidiary, preserve or renew all of its IP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.
 
7 .06                         Maintenance of Properties .
 
(a)                                  Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.
 
(b)                                  Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
7 .07                         Maintenance of Insurance .
 
(a)                                  Maintain with insurance companies not Affiliates of the Borrower that the Borrower reasonably determines are financially sound and reputable, insurance with respect to its properties and business against loss or damage as the Borrower reasonably determines to be of the kinds customarily insured against by Persons engaged in the same or similar business and owning similar properties in locations where the Borrower or any of its Subsidiaries operates, of such types, with such deductibles and in such amounts as the Borrower reasonably determines are customarily carried under similar circumstances by such other Persons.
 
(b)                                  Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all real property subject to a Mortgage that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any redesignation of any such improved real property into or out of a special flood hazard area.
 
(c)                                   Cause the Administrative Agent and its successors and/or assigns to be named as lender’s loss payee or mortgagee as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be altered or canceled.
 
7 .08                         Compliance with Laws .
 
Comply with the requirements of all Laws (including Environmental Laws and Anti-Money Laundering Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
 
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7 .09                         Books and Records .
 
(a)                                  Maintain proper books of record and account, in which full, true and correct entries in material conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.
 
(b)                                  Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.
 
7 .10                         Inspection Rights .
 
Permit representatives and independent contractors of the Administrative Agent, and the representatives of any Lender accompanying the representatives and/or independent contractors of the Administrative Agent, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and, so long as a Responsible Officer of the Borrower (who shall make himself or herself promptly available upon request) is present, to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , however , that when an Event of Default has occurred and is continuing the Administrative Agent (or any of its respective representatives or independent contractors), and the representatives of any Lender accompanying the representatives and/or independent contractors of the Administrative Agent, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; and provided , further, that notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such visits and inspections shall not occur more than once per calendar year.
 
7 .11                         Use of Proceeds .
 
Use the proceeds of the Credit Extensions to finance Restricted Payments permitted hereunder, working capital, capital expenditures, Permitted Acquisitions and other lawful corporate, limited liability company or partnership purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.
 
7 .12                         Additional Guarantors .
 
Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary (other than any Excluded Subsidiary), cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and (b) deliver to the Administrative Agent such Organization Documents, customary resolutions and customary opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
 
7 .13                         Pledged Assets .
 
(a)                                  Equity Interests .  Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Subsidiary of any Loan Party, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary of any Loan Party and (ii) 66% (or such greater percentage that, due to a Change in Law after the Closing Date, (A) could not
 
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reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests in each Subsidiary of a Loan Party that is (x) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code (each, a “ First-Tier Foreign Subsidiary ”) or (y) a disregarded entity substantially all of the assets of which consist (directly or indirectly through one or more other disregarded entities) of Equity Interests of one or more Subsidiaries of a Loan Party that are “controlled foreign corporations” under Section 957 of the Internal Revenue Code to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other customary documentation as the Administrative Agent may reasonably request including, any filings and deliveries to perfect such Liens and customary opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, none of the outstanding Equity Interests of (1) any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (2) any Domestic Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” (owned either directly or indirectly through one or more entities that are disregarded entities or partnerships for U.S. federal income tax purposes) shall be subject to this Section 7.13(a)  or otherwise constitute Collateral.
 
(b)                                  Personal Property .  Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) of the acquisition by any Loan Party of any personal property (other than Excluded Property and Equity Interests), cause all such personal property (other than Excluded Property and Equity Interests) of each Loan Party to be subject at all times to first priority, perfected Liens (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Lenders in order to secure the Obligations and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, landlord’s waivers and customary opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.  Notwithstanding the foregoing, no Loan Party shall be required to enter into deposit account or securities account control agreements.
 
(c)                                   Real Property .  Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) of the acquisition by any Loan Party of a fee interest in any real property (other than Excluded Property), cause all such real property (other than Excluded Property) of each Loan Party to be subject at all times to valid, first priority and title insured Liens (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Lenders in order to secure the Obligations and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect or record, as applicable, such Liens, Organization Documents, resolutions, Real Property Security Documents, landlord’s agreements and customary opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.
 
ARTICLE VIII
 
NEGATIVE COVENANTS
 
So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made
 
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and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), no Loan Party shall, nor shall it permit any Subsidiary to:
 
8 .01                         Liens .
 
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
 
(a)                                  Liens pursuant to any Loan Document;
 
(b)                                  Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
 
(c)                                   Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by reasonable and appropriate responses and/or proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
 
(d)                                  Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty (30) days or, if overdue for more than thirty (30) days, are being contested in good faith by reasonable and appropriate responses and/or proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established;
 
(e)                                   pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
 
(f)                                    deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, revenue bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
 
(g)                                   easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
 
(h)                                  Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h) ;
 
(i)                                      Liens securing Indebtedness permitted under Section 8.03(e) ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof;
 
(j)                                     leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
 
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(k)                                  any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
 
(l)                                      Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02 ;
 
(m)                              bankers’ liens and normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
 
(n)                                  Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
 
(o)                                  Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
 
(p)                                  Liens securing Indebtedness permitted under Section 8.03(g) ;
 
(q)                                  Liens of sellers of goods to the Borrowers and any of their Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
 
(r)                                     Liens securing Indebtedness permitted under Section 8.03(k) , (l)  and (n) ;
 
(s)                                    licenses and sublicenses of intellectual property granted in the ordinary course of business;
 
(t)                                     Liens under the Reimbursement Agreements and the revenue bonds associated therewith; and
 
(u)                                  other Liens of a nature not contemplated in the foregoing clauses securing Indebtedness in an amount not to exceed (i) with respect to the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries), $200,000 in the aggregate at any time outstanding and (ii) with respect to Wyoming and its Subsidiaries, $1,000,000 in the aggregate at any time outstanding.
 
8 .02                         Investments .
 
Make any Investments, except:
 
(a)                                  Investments in the form of cash or Cash Equivalents;
 
(b)                                  Investments outstanding on the Closing Date and set forth in Schedule 8.02 and any renewals, refinancing, amendments, replacements or extensions thereof that do not increase the amount thereof;
 
(c)                                   (i) Investments in any Person that is a Loan Party prior to giving effect to such Investment, (ii) Investments by a Loan Party or any Subsidiary of a Loan Party in any Person that is not a Loan Party, provided that the aggregate amount of all such Investments does not exceed $1,000,000 in the aggregate during the term of this Agreement, (iii) Investments by a Loan Party
 
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or any Subsidiary of a Loan Party in Wyoming or any of its Subsidiaries in an aggregate amount not to exceed $2,000,000 in any calendar year , and (iv) Investments by Borrower in or into Wyoming using the proceeds from the offer or sale of Equity Interests of Borrower by Borrower either pursuant to a registered offering or sale (or an offering or sale exempt from such registration requirements); provided that the proceeds of such offer or sale are earmarked on the books of, or allocated or designated by, Borrower for such Investment and such Investments are made within sixty (60) days of any such sale;
 
(d)                                  Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;
 
(e)                                   Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
 
(f)                                    Guarantees permitted by Section 8.03 ;
 
(g)                                   Permitted Acquisitions;
 
(h)                                  lease, utility and similar deposits made in the ordinary course of business of the Borrower and its Subsidiaries, including investments consisting of pledges and deposits permitted under Section 8.01(f) ;
 
(i)                                      contingent obligations with respect to any Swap Contract or hedging agreements otherwise permitted by this Agreement;
 
(j)                                     loans or advances to customers of the Borrower or any Subsidiary in an aggregate amount not to exceed $250,000 at any one time outstanding;
 
(k)                                  loans or advances to employees, officers and directors for business, travel and entertainment expenses in the ordinary course of business consistent with past practice;
 
(l)                                      prepaid expenses in the ordinary course of business consistent with past practice;
 
(m)                              the creation of new Subsidiaries so long as the formation of such Subsidiary has complied with the requirements of Sections 7.12 and 7.13 or will comply therewithin prior to the deadlines provided therein;
 
(n)                                  Investments received in connection with the bankruptcy or reorganization of suppliers or customers or other Persons and in settlement of delinquent obligation of, and disputes with, any such supplier, customer or other Person or upon foreclosure with respect to any secured Investment or other transfer of title with respect to such secured Investment;
 
(o)                                  Investments of a Subsidiary acquired after the Closing Date to the extent that such Investments were made prior to, and not made in contemplation or in connection with, such acquisition, merger or consolidation;
 
(p)                                  Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted under Section 8.05 ;
 
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(q)                                  Investments in connection with the Reorganization Transactions;
 
(r)                                     Indebtedness and Guarantees to the extent permitted under Section 8.01 ; and
 
(s)                                    Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed (i) with respect to the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries), $250,000 in the aggregate at any time outstanding and (ii) with respect to Wyoming and its Subsidiaries, $5,000,000 in the aggregate at any time outstanding.
 
8 .03                         Indebtedness .
 
Create, incur, assume or suffer to exist any Indebtedness, except:
 
(a)                                  Indebtedness under the Loan Documents;
 
(b)                                  Indebtedness outstanding on the Closing Date and set forth in Schedule 8.03 and any renewals, refinancings, amendments, replacements and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended;
 
(c)                                   Intercompany Indebtedness permitted under Section 8.02 ; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment;
 
(d)                                  obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
 
(e)                                   purchase money Indebtedness hereafter incurred to finance the purchase of fixed assets, and obligations in respect of capital leases and Synthetic Lease Obligations, and renewals, replacements, amendments, refinancings and extensions of the foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;
 
(f)                                    Guarantees with respect to Indebtedness permitted under clauses (a)  through (e)  this Section 8.03 ; and
 
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(g)                                   Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit and performance and completion guarantees issued for the account of any Loan Party, in each case, incurred in the ordinary course of business;
 
(h)                                  Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
 
(i)                                      Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business;
 
(j)                                     Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition;
 
(k)                                  Indebtedness under the Wyoming Credit Agreement in a principal amount not to exceed $265,000,000 in the aggregate (and any renewals, refinancings, amendments, replacements and extensions thereof); provided that none of the Loan Parties shall in any manner be obligors with respect to such Indebtedness, whether by Guarantee of such Indebtedness or otherwise;
 
(l)                                      other Indebtedness of a nature not contemplated in the foregoing clauses in an amount not to exceed (i) with respect to the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries), $200,000 in the aggregate at any time outstanding and (ii) with respect to Wyoming and its Subsidiaries, $1,000,000 in the aggregate at any time outstanding;
 
(m)                              Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary;
 
(n)                                  Indebtedness under the Reimbursement Agreements and the revenue bonds associated therewith; and
 
(o)                                  Indebtedness arising from the payment of fees and expenses on the Closing Date required to be paid under any Loan Document by Chemical for the benefit of Borrower, the corresponding obligation of Borrower to repay Chemical for such payment and the satisfaction of such obligation within one hundred eighty (180) days of the Closing Date.
 
8 .04                         Fundamental Changes .
 
Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default has occurred and is continuing or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party, (c) subject to clause (a)  and (b)  above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or a Disposition permitted hereunder, (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (e) any Subsidiary may Dispose of all or substantially all of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to the
 
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Borrower or to a Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must either be the Borrower or another Loan Party unless the transaction is otherwise permitted under Section 8.05 , (f) the Borrower and its Subsidiaries may consummate the Reorganization Transactions; and (g) Wyoming may convert its form of entity to a limited liability company.
 
8 .05                         Dispositions .
 
Make any Disposition unless (a) the consideration paid in connection therewith shall be not less than seventy-five percent (75%) cash or Cash Equivalents (it being understood that for the purposes of this clause (a), the following shall be deemed to be cash:  (A) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary that are directly or indirectly assumed by the transferee with respect to the applicable disposition and for which all of the applicable Loan Parties shall have been validly released by all applicable creditors in writing, and (B) any securities received by such Loan Party from such transferee that are promptly (in any event, within ninety (90) days) converted by such Loan Party into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) and shall be in an amount not less than the fair market value of the property Disposed of, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05 , and (d) the aggregate net book value of all of the assets Disposed of by (i) the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries) in all such transactions in any fiscal year of the Borrower shall not exceed $500,000 and (ii) Wyoming and its Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $2,500,000.  For the avoidance of doubt, to the extent described therein, the transactions in clauses (a) through (l) of the definition of “Disposition” are not restricted or limited by this Section 8.05 .
 
8 .06                         Restricted Payments .
 
Make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower or any of its Subsidiaries) to do so, except that:
 
(a)                                  each Loan Party may declare and make Restricted Payments to any other Loan Party, and each Subsidiary that is not a Loan Party may declare and make Restricted Payments to any other Subsidiary that is not a Loan Party;
 
(b)                                  the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests) of such Person;
 
(c)                                   the Borrower and any Subsidiary may make cash dividends, distributions or other Restricted Payments paid on the Equity Interests of the Borrower or such Subsidiary; provided , for the purpose of this clause (c) that (x) no Default or Event of Default has occurred and is continuing at the time such dividend, distribution or other Restricted Payment is declared or paid and (y) with respect to distributions by the Borrower, the Loan Parties shall be in compliance at such time on a Pro Forma Basis with the financial covenants set forth in Section 8.11 ;
 
(d)                                  the Borrower may make Permitted Tax Distributions;
 
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(e)                                   (i) (x) Wyoming may make a one-time Restricted Payment to Wyoming Co. of $11,500,000 and (y) Wyoming Co. may make a Restricted Payment of all or a portion of the proceeds of such Wyoming Co. Dividend to its equityholders (which proceeds may subsequently be paid or transferred pursuant to Restricted Payments by such equityholders (and each successive holder thereabove) until a Restricted Payment of such proceeds are made to Persons who hold Equity Interests in the Borrower or Wyoming Co.) (collectively, the “ Wyoming Co. Dividend ”), and (ii) (w) Wyoming may make a one-time Restricted Payment to its equityholders of $91,500,000 on or before July 23, 2013, (x) the Borrower may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to OCI Holdings and (y) OCI Holdings may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to Chemical (which proceeds may subsequently be paid, distributed or transferred by Chemical to its direct and/or indirect equityholders) (collectively, the “ Special Dividend ”); and
 
(f)                                    the Borrower may make a Restricted Payment of the proceeds from the IPO to the holder of Equity Interests of the Borrower (which proceeds may subsequently be paid, distributed or transferred by such holder to its direct and/or indirect equityholders) in each case made within sixty (60) days after the date of the IPO (collectively, the “ IPO Distribution ”).
 
8 .07                         Change in Nature of Business .
 
Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.
 
8 .08                         Transactions with Affiliates .
 
Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) transactions between or among the Borrower and any of its Subsidiaries (or between any such Subsidiaries) expressly permitted by Section 8.02 , Section 8.03 , Section 8.04 , Section 8.05 or Section 8.06 , (d) transaction (i) among Loan Parties or (ii) among Subsidiaries of the Borrower that are not Loan Parties, (e) transactions and agreements entered into in connection with the initial public offering of common units of the Borrower as described in the Form S-1 filed with the SEC on July 8, 2013 (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders) (the “ IPO ”), (f) normal and reasonable compensation and reimbursement of expenses and indemnification arrangements and benefit plans for current or former officers and directors (or persons in similar positions), (g) the issuance of Equity Interests (i) by Wyoming to the Borrower or any Loan Party and (ii) by the Borrower to Chemical and its Subsidiaries of which 100% of the Equity Interests thereof are owned, directly or indirectly, by Chemical, (h) the making of capital contributions by Enterprises or any of its Affiliates to the Borrower or any of its Subsidiaries, (i) the Omnibus Agreement (substantially in the form provided to the Administrative Agent and the Lenders on the Closing Date, with such amendments, modifications or changes thereto that are not materially adverse to the Lenders) to be entered into by Enterprises, Resource Partners and the Borrower, (j) the pledging of Equity Interests pursuant to Loan Documents (or related security documents), (k) the Reorganization Transactions, (l) a registration rights agreement in favor of Chemical and/or any of its Subsidiaries in respect of the Equity Interests in the Borrower, (m) the transfer of employees to Wyoming, (n) the license of trade or business names or marks in the ordinary course of business to or from any Borrower and Subsidiary thereof or to any Affiliate thereof, (o) the payment of fees under any Loan Documents by Chemical for the benefit of Borrower, the corresponding obligation of Borrower to pay Chemical for such payment and the satisfaction of such obligation within one hundred eighty (180) days of the Closing Date and (p) except as otherwise specifically limited in this Agreement, other transactions which are on terms and conditions
 
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substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an Affiliate.
 
8 .09                         Burdensome Agreements .
 
Except as set forth in the Organizational Documents of Wyoming and the Borrower as of the Closing Date (with such amendments, modifications or changes thereto that are not materially adverse to the Lenders), enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i) - (v)  above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(b) , (d)  and ( e) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (6) encumbrances or restrictions that are customary provisions restricting the assignment of any agreement entered into in the ordinary course of business or (7) restrictions under the Reimbursement Agreements and the revenue bonds associated therewith.
 
8 .10                         Use of Proceeds .
 
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
 
8 .11                         Consolidated Fixed Charge Coverage Ratio .
 
Commencing with the fiscal quarter ending September 30, 2013, permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.00:1.00.
 
8 .12                         Organization Documents; Fiscal Year; Changes in Accounting Policy; Legal Name, State of Formation and Form of Entity .
 
(a)                                  Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders, other than (i) amendments, modifications or changes in connection with capital contributions or the authorization or issuance of Equity Interests (other than any Disqualified Equity Interests), (ii) the amendment and restatement of the limited partnership agreement of the Borrower in connection with the IPO in the form made available to the Administrative Agent and the Lenders on the date hereof, with such further changes thereto except to the extent such changes are materially adverse to the Lenders, in their capacities as such and (iii) amendments, modifications or changes to effect the conversion of Wyoming into a limited liability company.
 
(b)                                  Change its fiscal year.
 
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(c)                                   Make any change in accounting policies or reporting practices, except as required by GAAP or applicable Law.
 
(d)                                  In the case of any Loan Party, without providing ten (10) days prior written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change such Loan Party’s name, state of formation or form of organization.
 
8 .13                         Ownership of Subsidiaries .
 
Notwithstanding any other provisions of this Agreement to the contrary, (a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to own any Equity Interests of any Subsidiary (other than Wyoming), except to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary to issue or have outstanding any shares of Disqualified Equity Interests, except, in each case, to the extent set forth on Schedule 6.13 .
 
8 .14                         Sale Leasebacks and Securitization Transactions .
 
Enter into any Sale and Leaseback Transaction or Securitization Transaction.
 
8 .15                         Sanctions .
 
Directly or indirectly, use the proceeds of any Credit Extension or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender or otherwise) of Sanctions.
 
8 .16                         Registration of Equity Interests in the Borrower .
 
Permit to become effective a registration statement filed with the SEC under the Securities Act of 1933, as amended, in respect of the Equity Interests of the Borrower owned by Chemical and/or any of its Subsidiaries of which 100% of the Equity Interests thereof are owned, directly or indirectly, by Chemical, unless the Administrative Agent shall have released its Liens on such Equity Interests prior to such effectiveness (subject to the Administrative Agent’s compliance with its obligation to release such Liens pursuant to Section 11.19(b)  hereof).
 
ARTICLE IX
 
EVENTS OF DEFAULT AND REMEDIES
 
9 .01                         Events of Default .
 
Any of the following shall constitute an Event of Default:
 
(a)                                  Non-Payment .  Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or
 
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any fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
 
(b)                                  Specific Covenants .
 
(i)                                      Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or 7.02 and such failure continues for five (5) Business Days; or
 
(ii)                                   Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03(a) , 7.05(a) , 7.07 , 7.10 , 7.11 , 7.14 or Article VIII ; or
 
(c)                                   Other Defaults .  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent; or
 
(d)                                  Representations and Warranties .  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
 
(e)                                   Cross-Default .  (i) The Borrower or any Material Subsidiary fails to make any payment when due beyond the applicable grace or cure period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness; (ii) the Borrower or any Subsidiary fails to observe or perform any other agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity, or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or
 
(f)                                    Insolvency Proceedings, Etc.   The Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
 
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of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or
 
(g)                                   Inability to Pay Debts; Attachment .  (i) The Borrower or any Material Subsidiary becomes unable or publicly admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or substantially all of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or
 
(h)                                  Judgments .  There is entered against the Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of fifteen (15) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
 
(i)                                      ERISA .  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of one or more Loan Parties under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) one or more Loan Parties or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
 
(j)                                     Invalidity of Loan Documents .  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), ceases to be in full force and effect or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, revokes, terminates or rescinds, or purports to do so in writing available to the Administrative Agent, any Lender or any of their Related Parties, any Loan Document; or
 
(k)                                  Change of Control .  There occurs any Change of Control.
 
9 .02                         Remedies Upon Event of Default .
 
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
 
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(a)                                  declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
 
(b)                                  declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
 
(c)                                   require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
 
(d)                                  exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or at equity;
 
provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, the L/C Issuer or any Lender.
 
9 .03                         Application of Funds .
 
After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02 ), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15 , be applied by the Administrative Agent in the following order:
 
First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;
 
Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
 
Third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
 
Fourth , to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations then owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management
 
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Agreements and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and
 
Last , the balance, if any, after all of the Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, to the Borrower or as otherwise required by Law.
 
Subject to Sections 2.03(c)  and 2.14 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
 
Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
 
Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.  Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.
 
ARTICLE X
 
ADMINISTRATIVE AGENT
 
10 .01                  Appointment and Authority .
 
Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have any obligations under, or any rights as a third party beneficiary of, any of such provisions, and nothing in this Article X shall have any effect on any of the rights of any Loan Party hereunder or under any Loan Document.  It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or
 
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other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
 
The Administrative Agent shall also act as the “ collateral agent ” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c) , as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
 
10 .02                  Rights as a Lender .
 
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
 
10 .03                  Exculpatory Provisions .
 
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:
 
(a)                                  shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
 
(b)                                  shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
 
(c)                                   shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information
 
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relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
 
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Loan Party, a Lender or the L/C Issuer.
 
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
 
10 .04                  Reliance by Administrative Agent .
 
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
 
10 .05                  Delegation of Duties .
 
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-
 
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agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
 
10 .06                  Resignation of Administrative Agent .
 
(a)                                  The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with (but without the consent of) the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
 
(b)                                  If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d)  of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove the Person serving as Administrative Agent from such position or capacity and, in consultation with (but without the consent of) the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
 
(c)                                   With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g)  and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.
 
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(d)                                  Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swing Line Lender.  If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) .  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) .  Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
 
10 .07                  Non-Reliance on Administrative Agent and Other Lenders .
 
Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
 
10 .08                  No Other Duties; Etc .
 
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
 
10 .09                  Administrative Agent May File Proofs of Claim .
 
In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
 
(a)                                  to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer
 
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and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) , 2.03(i) , 2.09 and 11.04 ) allowed in such judicial proceeding; and
 
(b)                                  to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
 
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04 .
 
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
 
10 .10                  Collateral and Guaranty Matters .
 
Without limiting the provisions of Section 10.09 , each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
 
(a)                                  to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of the Obligations (other than (A) contingent indemnification or reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event or (iii) as approved in accordance with Section 11.01 ;
 
(b)                                  to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i) ; and
 
(c)                                   to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
 
Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10 .
 
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The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
 
10 .11                  Secured Cash Management Agreements and Secured Hedge Agreements .
 
No Cash Management Bank or Hedge Bank that obtains the benefit of Section 9.03 , the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.  The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Maturity Date.
 
ARTICLE XI
 
MISCELLANEOUS
 
11 .01                  Amendments, Etc .
 
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Loan Party, and acknowledged by the Administrative Agent (which acknowledgment shall not be unreasonably withheld, conditioned or delayed), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that
 
(a)                                  no such amendment, waiver or consent shall:
 
(i)                                      extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02 ) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);
 
(ii)                                   postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of
 
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the Revolving Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
 
(iii)                                reduce (including any waiver or forgiveness of) the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided , however , that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
 
(iv)                               change Section 9.03 , Section 2.05(b)(v)  or Section 2.13 (or Section 9 of the Security Agreement) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
 
(v)                                  change any provision of this Section 11.01(a)  or the definition of “Required Lenders” without the written consent of each Lender;
 
(vi)                               release all or substantially all of the Collateral without the written consent of each Lender;
 
(vii)                            release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05 , all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone);
 
(b)                                  unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
 
(c)                                   unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and
 
(d)                                  unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
 
provided , however , that notwithstanding anything to the contrary herein, (i) the Fee Letter and any Auto Borrow Agreement may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Revolving Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender materially and disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such
 
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Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders and (v) this Agreement may be amended pursuant to Section 11.06(g)  without any such approval or consent of the Required Lenders.
 
Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Loan Parties (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder and (iii) to change, modify or alter Section 9.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in clause (i) or (ii) of this paragraph.
 
11 .02                  Notices; Effectiveness; Electronic Communications .
 
(a)                                  Notices Generally .  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
 
(i)                                      if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and
 
(ii)                                   if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
 
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
 
(b)                                  Electronic Communications .  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
 
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the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
 
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i)  and (ii) , if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
 
(c)                                   The Platform .  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party.  The Administrative Agent will use commercially reasonable efforts to notify any Person that is provided access to Borrower Materials that such Person is bound by the confidentiality provisions set forth in Section 10.08 .
 
(d)                                  Change of Address, Etc .  Each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile, email address or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain
 
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material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
 
(e)                                   Reliance by Administrative Agent, L/C Issuer and Lenders .  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all reasonable and documented out of pocket costs, reasonable and documented out-of-pocket expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party to the extent required pursuant to Section 11.04(b) .  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
 
11 .03                  No Waiver; Cumulative Remedies; Enforcement .
 
No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.  The provisions of this paragraph are for the sole benefit of the Lenders and the L/C Issuer and shall not afford any right to, or constitute a defense available to, any Loan Party.
 
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11 .04                  Expenses; Indemnity; Damage Waiver .
 
(a)                                  Costs and Expenses .  The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel (at any given time) for the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, any Lender or the L/C Issuer taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Administrative Agent and/or Lender(s) similarly situated taken as a whole) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
 
(b)                                  The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Indemnitees taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined
 
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by a court of competent jurisdiction or (z) result solely from a claim brought by an Indemnitee against another Indemnitee.  Without limiting the provisions of Section 3.01(c) , this Section 11.04(b)  shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.  No Indemnitee will consent to any settlement of any claim made under this Section 11.04 without the consent of the Borrower (which consent will not be unreasonably withheld, conditioned or delayed).
 
(c)                                   Reimbursement by Lenders .  To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a)  or  (b)  of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity.  The obligations of the Lenders under this subsection (c)  are subject to the provisions of Section 2.12(d) .
 
(d)                                  Waiver of Consequential Damages, Etc.   To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
 
(e)                                   Payments .  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.
 
(f)                                   Survival .  The agreements in this Section and the indemnity provisions of Section 11.02(e)  shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.
 
11 .05                  Payments Set Aside .
 
To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
 
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invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
 
11 .06                  Successors and Assigns .
 
(a)                                  Successors and Assigns Generally .  The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Loan Party (except for any Loan Party (other than the Borrower) in connection with the release of its Guaranty pursuant to Section 11.01(a) ) may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
 
(b)                                  Assignments by Lenders .  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
 
(i)                                      Minimum Amounts .
 
(A)                                in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B)  of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
 
(B)                               in any case not described in subsection (b)(i)(A)  of this Section, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
 
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to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
 
(ii)                                   Proportionate Amounts .  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Revolving Commitments, and rights and obligations with respect thereto assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder) on a non-pro rata basis;
 
(iii)                                Required Consents .  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
 
(A)                                the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
 
(B)                                the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
 
(C)                                the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving Loans and Revolving Commitments.
 
(iv)                               Assignment and Assumption .  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
 
(v)                                  No Assignment to Certain Persons .  No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or (D) to any Competitor.  If the Borrower approves an assignment to a Competitor, then such assignee will not be considered a “Competitor” solely for purposes of that assignment.  Upon written notice by the Borrower to the Administrative Agent of an assignment made to a Competitor, the Administrative Agent shall delete such Competitor from the Register.
 
(vi)                               Certain Additional Payments .  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and
 
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until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
 
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
 
(c)                                   Register .  The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
 
(d)                                  Participations .  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Competitor or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
 
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responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  If the Borrower approves a participation sold to a Competitor, then such participant will not be considered a Competitor solely for purposes of that participation.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c)  without regard to the existence of any participation.
 
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)  that affects such Participant; provided , further , that any such agreement or instrument shall require the applicable Participant to represent and warrant for the benefit of the Borrower and such Lender that such Participant is not a Competitor.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)  of this Section (it being understood that the documentation required under Section 3.01(e)  shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
 
(e)                                   Certain Pledges .  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
 
(f)                                    Resignation as L/C Issuer or Swing Line Lender after Assignment .  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon
 
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thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided , however , that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) .  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
 
(g)                                   In addition, notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders to make one or more amendments or modifications to (i) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended, or to allow the termination dates for any Revolving Commitments to be extended, and (ii) increase the Applicable Margin and/or fees payable with respect to the Loans and Revolving Commitments of the accepting Lenders (“ Permitted Amendments ”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower.  Such notice shall set forth (A) the terms and conditions of the requested Permitted Amendment and (B) the date on which such Permitted Amendment is requested to become effective.  The Permitted Amendments shall not become effective unless consented to by the Borrower and those Accepting Lenders (as defined below), as applicable (the “ Required Approval ”).  If the Required Approval is received, (1) such Permitted Amendments shall become effective only with respect to the Loans and/or Revolving Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “ Accepting Lenders ”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been made and (2) the Borrower, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (the “ Loan Modification Agreement ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made.
 
11 .07                  Treatment of Certain Information; Confidentiality .
 
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made
 
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will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.  For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
 
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.
 
11 .08                  Right of Setoff .
 
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide
 
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promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
 
11 .09                  Interest Rate Limitation .
 
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
 
11 .10                  Counterparts; Integration; Effectiveness .
 
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
 
11 .11                  Survival of Representations and Warranties .
 
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
 
11 .12                  Severability .
 
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor
 
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in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
 
11 .13                  Replacement of Lenders .
 
If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06 , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
 
(a)                                  the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b) ;
 
(b)                                  such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
 
(c)                                   in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;
 
(d)                                  such assignment does not conflict with applicable Laws; and
 
(e)                                   in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
 
Notwithstanding anything to the contrary herein, in connection with any such assignment, if such assigning Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption pursuant to Section 11.06(b) reflecting such assignment within five Business Days of the date on which the applicable assignee executes and delivers such Assignment and Assumption to such assigning Lender, then such assigning Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Lender, whereupon such assignment shall become effective upon payment to such assigning Lender of all amounts owing to such assigning Lender under clause (b) above (which amounts shall be calculated by the Administrative Agent and shall be conclusive absent manifest error).
 
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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
 
11 .14                  Governing Law; Jurisdiction; Etc .
 
(a)                                  GOVERNING LAW .  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
(b)                                  SUBMISSION TO JURISDICTION .  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
 
(c)                                   WAIVER OF VENUE .  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
 
(d)                                  SERVICE OF PROCESS .  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 .  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
 
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11 .15                  Waiver of Jury Trial .
 
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
11 .16                  No Advisory or Fiduciary Responsibility .
 
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent , the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.  To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
 
11 .17                  Electronic Execution of Assignments and Certain Other Documents .
 
The words “execute” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
 
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and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
 
11 .18                  Subordination of Intercompany Indebtedness .
 
Each Loan Party (a “ Subordinating Loan Party ”) agrees that the payment of all obligations and indebtedness, whether principal, interest, fees and other amounts and whether now owing or hereafter arising, owing to such Subordinating Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the Obligations.  During the continuance of any Event of Default, if the Administrative Agent so requests, any such obligation or indebtedness shall be enforced and performance received by the Subordinating Loan Party as trustee for the holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement or any other Loan Document.  Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to any such obligations and indebtedness, provided , that in the event that any Loan Party receives any payment of any such obligations and indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.
 
11 .19                  Release of Collateral and Guarantee Obligations; Subordination of Liens .
 
(a)                                  Upon request of the Borrower in connection with any Disposition, transfer, sale or disposition permitted by the Loan Documents or permitted by the Required Lenders, the Administrative Agent shall, upon the request of the applicable Loan Party, take such actions as shall be reasonably required, at the Loan Parties’ sole expense, to release its security interest in any Collateral being Disposed, transferred, sold or disposed of in such Disposition, transfer, sale or disposition, and to release any Guaranty hereunder or under any Loan Document of any Person being Disposed, transferred, sold or disposed of in such Disposition, transfer, sale or disposition, in each case to the extent necessary to permit consummation of such Disposition, transfer, sale or disposition in accordance with the Loan Documents.  Any representation, warranty or covenant contained in any Loan Document relating to any such property so Disposed, transferred, sold or disposed of (other than property Disposed of to the Borrower or any Loan Party) shall no longer be deemed to be repeated once such property is so Disposed, transferred, sold or disposed of.
 
(b)                                 The Administrative Agent and the Lenders agree that upon at least two (2) Business Days’ prior written notice to the Administrative Agent by the Borrower that the Equity Interests of the Borrower specified in such notice are the subject of a registration statement filed with the SEC under the Securities Exchange Act of 1933, as amended, the Administrative Agent shall release its Liens in such Equity Interests (and shall take such actions as shall be reasonably requested by the Loan Parties to evidence the release of such Liens), at the sole expense of the Loan Parties, which such release shall become effective immediately prior to the effectiveness of such registration statement; provided that if such Equity Interests are not Disposed, transferred, sold or disposed of within ten (10) Business Days after such release (or such later date as the Administrative Agent may agree in its sole discretion exercised in good faith), then the Loan Parties shall take all necessary action to re-grant and re-perfect Administrative Agent’s Liens on such Equity Interests, and any subsequent release of such Liens shall be subject again to this Section 11.19(b) .
 
117 

 
11 .20                  USA PATRIOT Act Notice .
 
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act.  The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
 
[SIGNATURE PAGES FOLLOW]
 
118 

 
IN WITNESS WHEREOF , the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written.

BORROWER:	OCI RESOURCES LP,	
 	a Delaware limited partnership	

 	By:	/s/ Kim Choungho	
 	Name:	Choungho (Charles) Kim	
 	Title:	Chief Financial Officer	
 	 	 	
ADMINISTRATIVE	 	 	
AGENT:	BANK OF AMERICA, N.A., as Administrative Agent	
 	 	 	
 	By:	/s/ Roberto Salazar	
 	Name:	Roberto Salazar	
 	Title:	Vice President	
 	 	
LENDERS:	BANK OF AMERICA, N.A.,	
 	as a Lender, L/C Issuer and Swing Line Lender	
 	 	 	
 	By:	/s/ Ryan Maples	
 	Name:	Ryan Maples	
 	Title:	Vice President	
 	 	
 	COMERICA BANK,	
 	as a Lender	
 	 	 	
 	By:	/s/ Aaron Perrault	
 	Name:	Aaron Perrault	
 	Title:	Vice President	
 	 	
 	PNC BANK, NATIONAL ASSOCIATION,	
 	as a Lender	
 	 	 	
 	By:	/s/ James R. Pryor	
 	Name:	James R. Pryor	
 	Title:	Senior Vice President	

 
EXHIBIT 1.01
 
[FORM OF] ADMINISTRATIVE QUESTIONNAIRE
 
(See attached)

 
EXHIBIT 2.02
 
[FORM OF] LOAN NOTICE
 
Date:                        ,       
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Resources LP, a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned hereby requests (select one):
 
o   A Borrowing of a Revolving Loan
 
o   A conversion or continuation of a Revolving Loan
 
1.                                       On                                                       (a Business Day).
 
2.                                       In the amount of $                                      .
 
3.                                       Comprised of                                              .

4.                                       For Eurodollar Rate Loans:  with an Interest Period of                                               months.
 
With respect to any Borrowing requested herein, (x) such Borrowing complies with the provisos to the first sentence of Section 2.01(a) of the Credit Agreement and (y) the Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

 	OCI RESOURCES LP,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 2.04
 
[FORM OF] SWING LINE LOAN NOTICE
 
Date:                        ,      
 
To:                              Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Resources LP, a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned hereby requests a Swing Line Loan:
 
1.                                       On                                                       (a Business Day).
 
2.                                       In the amount of $                                    .
 
The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Credit Agreement.  The Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Swing Line Borrowing.

 	OCI RESOURCES LP,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 2.11
 
[FORM OF] NOTE

FOR VALUE RECEIVED, OCI Resources LP, a Delaware limited partnership (the “ Borrower ”), hereby promises to pay to                                            or registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  Except as otherwise provided in Section 2.04(f)  of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder (after giving effect to any applicable grace periods), upon the request of the Required Lenders, such unpaid amount shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.  Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
 
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
 
THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
[Signature Page Follows]

 
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by its duly authorized officer as of the day and year first above written.

 	OCI RESOURCES LP,	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 3.01-1
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Resources LP, a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	
By:	 	 	 	
 	 	 	 	 	
 	Name:	 	 	 	
 	 	 	 	 	
 	Title:	 	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-2
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Resources LP, a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	 	
By:	 	 	 	
 	 	 	
 	Name:	 	 	 	
 	 	 	 	 	
 	Title:	 	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-3
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Resources LP, a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	 	
By:	 	 	 	
 	 	 	
 	Name:	 	 	 	
 	 	 	 	 	
 	Title:	 	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 3.01-4
 
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the Credit Agreement dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) among OCI Resources LP, a Delaware limited partnership, the Guarantors identified therein, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.
 
Pursuant to the provisions of Section 3.01(e)  of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	 	
By:	 	 	 	
 	 	 	
 	Name:	 	 	 	
 	 	 	 	 	
 	Title:	 	 	 	
 
Date:                      , 20[  ]

 
EXHIBIT 7.02
 
[FORM OF] COMPLIANCE CERTIFICATE
 
Financial Statement Date:                        ,     
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), among OCI Resources LP, a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                                                         of the Borrower (or its general partner), and that, as such, he/she is authorized to execute and deliver this Compliance Certificate (this “ Certificate ”) to the Administrative Agent on the behalf of the Borrower, and that:
 
[Use following paragraph 1 for fiscal year-end financial statements]
 
1.                                       The Borrower has delivered the year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.  The consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
 
[Use following paragraph 1 for fiscal quarter-end financial statements]
 
1.                                       The Borrower has delivered the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.  The consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
 
2.                                       The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements as are necessary and appropriate for purposes of providing this Certificate.
 
3.                                      A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
 
[select one:]

 
[to the best knowledge of the undersigned, during such fiscal period, no Default has occurred and is continuing.]
 
— or—
 
[to the best knowledge of the undersigned, during such fiscal period, the following is a list of each Default or Event of Default that has occurred during such period (or if in a previous period, is continuing during such period) and its nature and status:]
 
4.                                       The financial covenant analyses and information set forth on the Schedules attached hereto are true and accurate on and as of the date of this Certificate.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                             ,                                    .

 	OCI RESOURCES LP,	
 	 	
 	a Delaware limited partnership	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 7.12
 
[FORM OF] GUARANTOR JOINDER AGREEMENT
 
THIS GUARANTOR JOINDER AGREEMENT (the “ Agreement ”) dated as of                     ,         , is by and between                     , a                      (the “ New Subsidiary ”), and Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”) dated as of July 18, 2013 by and among OCI Resources LP, a Delaware limited partnership (the “ Borrower ”), the Guarantors identified therein, the Lenders from time to time party thereto and the Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor”.  Accordingly, the New Subsidiary hereby agrees with the Administrative Agent as follows:
 
1.                                       The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement.  Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other holder of the Obligations, as provided in Article IV of the Credit Agreement, as primary obligor and not as surety, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
 
2.                                      The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and an “Obligor” for all purposes of the Security Agreement, and shall have all the obligations of an Obligor thereunder as if it had executed the Security Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement.  Without limiting the generality of the foregoing terms of this paragraph 2, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement), the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the New Subsidiary.
 
3.                                       The New Subsidiary hereby represents and warrants to the Administrative Agent that:
 
(i)                                      Set forth on Schedule 1 is a list of all real property located in the United States that is owned or leased by the New Subsidiary as of the date hereof.
 
(ii)                                   Set forth on Schedule 2 is the chief executive office, U.S. tax payer identification number and organizational identification number of the New Subsidiary as of the date hereof.
 
(iii)                                The exact legal name and state of organization of the New Subsidiary as of the date hereof is as set forth on the signature pages hereto.

 
(iv)                               Except as set forth on Schedule 3 , the New Subsidiary has not during the five years preceding the date hereof (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.
 
(v)                                  Set forth on Schedule 4 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by the New Subsidiary as of the date hereof.
 
(vi)                               As of the Closing Date, the New Subsidiary has no Commercial Tort Claims seeking damages in excess of $100,000 other than as set forth on Schedule 5 .
 
4.                                       The address of the New Subsidiary for purposes of all notices and other communications is the address set forth for the Borrower on Schedule 11.02 to the Credit Agreement.
 
5.                                       The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article IV of the Credit Agreement.
 
6.                                       This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
 
7.                                       This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
 
[SIGNATURE PAGES FOLLOW]

 
IN WITNESS WHEREOF, the New Subsidiary has caused this Guarantor Joinder Agreement to be duly executed by its authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

 	[NEW SUBSIDIARY]	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 	Acknowledged and accepted:	
 	 	
 	BANK OF AMERICA, N.A.,	
 	as Administrative Agent	
 	 	
 	By:	 	
 	Name:	
 	Title:	

 
EXHIBIT 9.03
 
[FORM OF] SECURED PARTY DESIGNATION NOTICE
 
Date:                    ,           
 
To:                              Bank of America, N.A., as Administrative Agent
 
Ladies and Gentlemen:
 
THIS SECURED PARTY DESIGNATION NOTICE is made by                                               , a                              (the “ Designor ”), to BANK OF AMERICA, N.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “ Administrative Agent ”).  All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement.
 
W I T N E S S E T H :
 
WHEREAS, OCI Resources LP, a Delaware limited partnership (the “ Company ”), the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent have entered into that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) pursuant to which certain loans and financial accommodations have been made to the Company;
 
WHEREAS, in connection with the Credit Agreement, a Lender or Affiliate of a Lender is permitted to designate its [Secured Cash Management Agreement] [Secured Hedge Agreement] as a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] under the Credit Agreement and the Collateral Documents;
 
WHEREAS, the Credit Agreement requires that the Designor deliver this Secured Party Designation Notice to the Administrative Agent; and
 
WHEREAS, the Designor has agreed to execute and deliver this Secured Party Designation Notice:
 
1.             Designation .  [                          ] hereby designates the [Secured Cash Management Agreement] [Secured Hedge Agreement] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”] [“Secured Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Secured Cash Management Agreement] [Secured Hedge Agreement] satisfies all the requirements under the Loan Documents to be so designated.  By executing and delivering this Secured Party Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement] [Secured Hedge Agreement] and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 10.01 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a provider of a [Secured Cash Management

 
Agreement] [Secured Hedge Agreement].  Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 11.04 of the Credit Agreement.
 
GOVERNING LAW .  THIS SECURED PARTY DESIGNATION NOTICE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
IN WITNESS WHEREOF , the undersigned have caused this Secured Party Designation Notice to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

DESIGNOR:	 	
 	 	
[                                                        ]	 	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	

ADMINISTRATIVE AGENT:	 	
 	 	
BANK OF AMERICA, N.A.,	 	
as Administrative Agent	 	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	

 
EXHIBIT 11.06
 
[FORM OF] ASSIGNMENT AND ASSUMPTION
 
This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] Assignee identified in item 2 below ([the][each, an] “ Assignee ”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
 
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest [s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
 
1.                                       Assignor[s] :                                                                  
                                                    
[Assignor [is] [is not] a Defaulting Lender]
 
2.                                       Assignee[s] :                                                               
                                                    
[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]]
 
3.                                       Borrower :              OCI Resources LP, a Delaware limited partnership
 
4.                                       Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement

 
5.                                       Credit Agreement :               Credit Agreement, dated as of July 18, 2013, among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent
 
6.                                       Assigned Interest[s] :

Assignor[s]	 	Assignee[s]	 	Facility
Assigned	 	Aggregate
Amount of
Revolving
Commitment/Loans
for all Lenders(1)	 	Amount of
Revolving
Commitment/
Loans
Assigned	 	Percentage
Assigned of
Revolving
Commitment/
Loans(2)	 	CUSIP
Number	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	             	 	$	                	 	$	                	 	                	%	 	
 	 	 	 	             	 	$	                	 	$	                	 	                	%	 	
 	 	 	 	             	 	$	                	 	$	                	 	                	%	 	

[7.          Trade Date :                                        ](3)
 
Effective Date:                                     , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
 
The terms set forth in this Assignment and Assumption are hereby agreed to:

 	ASSIGNOR[S]	
 	 	
 	[NAME OF ASSIGNOR]	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	
 	 	
 	ASSIGNEE[S]	
 	 	
 	[NAME OF ASSIGNEE]	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

(1)  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
 
(2)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
 
(3)  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

 

[Consented to and](4) Accepted:	 	
 	 	
BANK OF AMERICA, N.A., as Administrative Agent	 	
 	 	
By:	 	 	
Name:	 	
Title:	 	
 	 	
[Consented to:](5)	 	
 	 	
[BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender]	 	
 	 	
By:	 	 	
Name:	 	
Title:	 	
 	 	
[OCI RESOURCES LP, a Delaware limited partnership]	 	
 	 	
By:	 	 	
Name:	 	
Title:	 	

(4)  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
 
(5)  To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

 
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 
STANDARD TERMS AND CONDITIONS FOR
 
ASSIGNMENT AND ASSUMPTION
 
1.         Representations and Warranties .
 
1.1.     Assignor .  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
 
1.2.     Assignee .  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01(a) or (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
 
2.         Payments .  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.  Notwithstanding the foregoing, the Administrative Agent shall make all payments of

 
interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.
 
3.         General Provisions .  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit 10.5
 
Execution Version

 	
 
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
OCI WYOMING, L.P.,
A DELAWARE LIMITED PARTNERSHIP
 
Dated as of July 18, 2013
 
By and between
 
OCI RESOURCES LP,
 
NRP TRONA LLC
 
AND
 
OCI WYOMING CO.

 	

 
TABLE OF CONTENTS

 	 	 	Page	
 	 	 	
SECTION 1	THE PARTNERSHIP	1	
 	1.1	Formation	1	
 	1.2	Name	1	
 	1.3	Purpose	2	
 	1.4	Principal Place of Business, Assets and Operations; Registered Office	3	
 	1.5	Term	3	
 	1.6	Filings; Agent for Service of Process	3	
 	1.7	Definitions	4	
 	1.8	Title to Property	11	
 	1.9	Payments of Individual Obligations	12	
SECTION 2	PARTNER’S CAPITAL CONTRIBUTIONS	12	
 	2.1	General Partners	12	
 	2.2	Limited Partner	12	
 	2.3	Additional Capital Contributions	13	
 	2.4	Member’s Liability	13	
SECTION 3	ALLOCATIONS	13	
 	3.1	Profits and Losses	13	
 	3.2	Special Allocations	13	
 	3.3	Curative Allocations	15	
 	3.4	Other Allocation Rules	15	
 	3.5	Tax Allocations: Code Section 704(c)	16	
SECTION 4	DISTRIBUTIONS	17	
 	4.1	Quarterly Distributions	17	
 	4.2	Amounts Withheld	17	
SECTION 5	MANAGEMENT	17	
 	5.1	General Authority of General Partners and Partnership Committee	17	
 	5.2	Partnership Committee	19	
 	5.3	Officers	22	
 	5.4	Right to Rely on Books of Account	24	
 	5.5	Indemnification of Representatives and Officers	24	
 	5.6	Day-to-Day Management: Staffing	25	
 
i 

 
TABLE OF CONTENTS
(continued)

 	 	 	Page	
 	 	 	 	
 	5.7	Loans	27	
 	5.8	Operating Restrictions	27	
 	5.9	Vote of Limited Partners	29	
 	5.10	Duties of General Partners and Their Affiliates	29	
 	5.11	Reliance on Agreement	30	
SECTION 6	ROLE OF LIMITED PARTNERS	30	
 	6.1	Rights or Powers	30	
 	6.2	Voting and Other Rights	30	
SECTION 7	REPRESENTATIONS AND WARRANTIES	30	
 	7.1	In General	30	
 	7.2	Representations and Warranties	30	
SECTION 8	ACCOUNTING, BOOKS AND RECORDS	32	
 	8.1	Books	32	
 	8.2	Fiscal Year	32	
 	8.3	Checks	32	
 	8.4	Periodic Reports to Partners	32	
 	8.5	Tax Matters Partner/Meetings Regarding Tax Matters	33	
SECTION 9	AMENDMENTS; MEETINGS	33	
 	9.1	Amendments	33	
 	9.2	Meetings of the Partners	34	
SECTION 10	TRANSFERS OF INTERESTS	35	
 	10.1	Restriction on Transfers	35	
 	10.2	Permitted Transfers	35	
 	10.3	Conditions to Permitted Transfers	35	
 	10.4	Right of First Refusal	36	
 	10.5	Involuntary Transfers	37	
 	10.6	Admission of Transferees as Partners	37	
 	10.7	Rights of Unadmitted Assignees	37	
 	10.8	Transfer Procedures	38	
SECTION 11	GENERAL PARTNERS	38	
 	11.1	Covenant Not to Withdraw, Transfer, or Dissolve	38	
 
ii 

 
TABLE OF CONTENTS
(continued)

 	 	 	Page	
 	 	 	 	
 	11.2	Conditions to Permitted Transfers; Substitution	39	
 	11.3	Termination of Status as General Partner	39	
SECTION 12	DISSOLUTION AND WINDING UP	40	
 	12.1	Liquidating Events	40	
 	12.2	Winding Up	41	
 	12.3	Notice of Dissolution	42	
SECTION 13	MISCELLANEOUS	42	
 	13.1	Notices	42	
 	13.2	Headings	42	
 	13.3	Variation of Pronouns	42	
 	13.4	Governing Law	42	
 	13.5	Waiver of Action for Partition; No Bill For Partnership Accounting	43	
 	13.6	Implementation	43	
 	13.7	Counterparts	43	
 	13.8	Execution; Effective Date	43	
 	13.9	Initial Public Offering of OCI Resources LP and Exchange Act Reporting	43	
 	13.10	No Commingling of Funds or Accounts	44	
 	13.11	Incurrence of Debt	44	
 
iii 

 
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
OCI WYOMING, L.P.,
A DELAWARE LIMITED PARTNERSHIP
 
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into by and among OCI RESOURCES LP (“OCI”), a Delaware limited partnership, as a General Partner, OCI WYOMING CO. (“OCI Co.”), a Delaware corporation, as 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.
 
WHEREAS, on January 23, 2013, NRP TRONA acquired a general partnership interest in the Partnership and an indirect interest in the Partnership by acquiring an interest in OCI Co.;
 
WHEREAS, on the date hereof, the General Partners and the Partnership Committee have entered into, and OCI Co. has acknowledged, that certain Consent and Agreement (the “Consent”) which, inter alia, sets forth NRP TRONA’s consent to the Restructuring Transactions (as defined therein);
 
WHEREAS, on the date hereof, some aspects of the Restructuring Transactions were effected including, without limitation, the Transfer of the general partnership interest in the Partnership held by OCI Wyoming Holding Co. to OCI, the recapitalization of the limited partnership interest in the Partnership held by OCI Co. to eliminate, among other things, its priority return and the redemption of NRP TRONA’s interest in OCI Co. in exchange for a limited partnership interest in the Partnership; and
 
WHEREAS, contemporaneously with the consummation of the IPO, the Transfer of OCI Co.’s limited partnership interest in the Partnership to OCI will be effected.
 
NOW, THEREFORE, the parties hereto desire to amend and restate the Partnership Agreement to reflect the foregoing.
 
SECTION 1
THE PARTNERSHIP
 
1.1          Formation .  The partnership was formed on December 5, 1991.  The Partners hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement.  This Agreement completely restates, amends and supersedes that certain Agreement of Limited Partnership of Rhone-Poulenc of Wyoming, L.P., dated as of December 5, 1991, as amended from time to time.
 
1.2          Name .  The name of the Partnership is OCI Wyoming, L.P., a Delaware limited partnership.

 
1.3          Purpose .  The object and purpose of the Partnership is to engage in the United States in the business of mining sodium salts from natural resources and particularly trona and processing the material mined to produce refined soda ash and other refined or processed sodium products, and subject to Section 5.8(c) hereof, producing other products of the material mined, including intermediate products, co-products, and by-products.  Solely toward the object and for the purpose described in the preceding sentence, the nature of the Partnership’s business and the objects and purposes to be transacted, promoted, or carried on by it, may include the following:
 
(a)           To manufacture, produce, buy, sell and deal in chemicals of every kind, organic and inorganic, natural or synthetic, in the form of raw materials, intermediates or finished products or by-products derived from the manufacture thereof, or products to be made therefrom;
 
(b)           To engage in research, exploration, laboratory and development work relating to any substance, compound or mixture, now known or which may hereafter be known, discovered or developed, and to perfect, develop, manufacture, use, apply and generally deal in any such substance, compound or mixture;
 
(c)           To acquire real and personal property of all kinds and to lease, develop, operate and deal in mines and mineral claims and mining properties of every kind;
 
(d)           To conduct research work, refining, processing and manufacturing of all kinds, and to purchase and sell real and personal property, goods, wares and merchandise produced from or used for such activities;
 
(e)           To erect, purchase, own, sell, lease, manage, occupy and improve land and buildings and to do and perform all things needful and lawful for the holding, development and improvement of the same for research, manufacturing, mining, trade and business purposes;
 
(f)            To purchase or otherwise acquire, lease, assign, mortgage, pledge or otherwise dispose of any trade names, trademarks, concessions, inventions, formulas, improvements, processes of any nature whatsoever, copyrights, and letters patent of the United States and of foreign countries, and to accept and grant licenses thereunder;
 
(g)           To subscribe or cause to be subscribed for, and to purchase or otherwise acquire, hold for investment, sell, assign, transfer, mortgage, pledge, exchange, distribute or otherwise dispose of the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, notes and other evidences of indebtedness or other interest in or of any corporation, stock company, partnership or association, now or hereafter existing, and whether created by or under the laws of the State of Delaware, or otherwise; and while owner of any of said shares of capital stock or partnership interests or bonds or other property to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person for that purpose from time to time to the same extent as natural persons might or could do;
 
2 

 
(h)           To endorse, guarantee and secure the payment and satisfaction of the principal of and interest on or evidenced by bonds, coupons, mortgages, deeds of trust, debentures, obligations or evidences of indebtedness of other partnerships or corporations; to guarantee and secure the payment or satisfaction of the par or stated value of or dividends on shares of the capital stock of corporations; to assume the whole or any part of the liabilities, existing or prospective, of any person, corporation, firm, partnership, or association; and to aid in any manner any other person or corporation with which it has business dealings, or whose stocks, bonds or other obligations are held or are in any manner guaranteed by the Partnership, and to do any other acts and things for the preservation, protection, improvement, or enhancement of the value of such stocks, bonds, or other obligations;
 
(i)            Without in any way limiting any of the objects and powers of the Partnership, it is hereby expressly declared and provided that the Partnership shall have power to do all things hereinbefore enumerated, and also to issue or exchange Interests in the Partnership, bonds, and other obligations in payment for property purchased or acquired by it, or for any other object in or about its business; to borrow money without limit; to mortgage or pledge its franchises, real or personal property, income and profits accruing to it, any stocks, bonds or other obligations, or any property which may be owned or acquired by it, and to secure any bonds or other obligations by it issued or incurred; and
 
(j)            To carry on any business whatsoever which the Partnership may deem proper in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of the Partnership or to enhance the value of its property; to conduct its business in the State of Delaware, in other states, in the District of Columbia, and in the territories of the United States; and to hold, purchase, mortgage and convey real and personal property, either in or out of the State of Delaware, and to have and to exercise all the powers conferred upon the Partnership by the Act.
 
1.4          Principal Place of Business, Assets and Operations; Registered Office .  The principal place of business of the Partnership is Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328, Attention:  Chief Executive Officer, OCI Resource Partners LLC.  The Partnership’s principal assets are held, and its principal operations are conducted, at LaBarge Road, P.O. Box 513, Green River, Wyoming 82935.  The registered office of the Partnership in the state of Delaware is located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
 
1.5          Term .  The term of the Partnership commenced on the date the certificate of limited partnership described in Section 17-201 of the Act (the “Certificate’’) was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event, as provided in Section 12 hereof.
 
1.6          Filings; Agent for Service of Process .
 
(a)           The General Partners shall take any and all actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the
 
3 

 
laws of Delaware.  The General Partners shall cause amendments to the Certificate to be filed whenever required by the Act.
 
(b)           The General Partners shall execute and cause to be filed original or amended Certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of any other states or jurisdictions in which the Partnership engages in business.
 
(c)           The registered agent for service of process on the Partnership is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or any successor as appointed by the Partnership Committee in accordance with the Act.
 
(d)           Upon the dissolution and completion of the winding up of the Partnership, the Liquidator shall promptly execute and cause to be filed certificates of cancellation in accordance with the Act and the laws of any other states or jurisdictions in which the Liquidator deems such filing necessary or advisable.
 
1.7          Definitions .  Capitalized words and phrases used in this Agreement have the following meanings:
 
(a)           “Act” means the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. Tit. 6, §§ 17-101 to 17-1109, as amended from time to time (or any corresponding provisions of succeeding law).
 
(b)           “Adjusted Capital Account Deficit” means, with respect to any Interest Holder, the deficit balance, if any, in such Interest Holder’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:
 
(i)            Credit to such Capital Account any amounts which such Interest Holder is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and
 
(ii)           Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) and 1.704-1(b)(2)(ii)( d )( 6 ).
 
The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)( d ) and shall be interpreted consistently therewith.
 
(c)           “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, or (ii) any Person owning or controlling 20% or more of the outstanding voting interests of such Person.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.
 
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(d)           “Agreement” or “Partnership Agreement” means this Agreement of Limited Partnership, as amended from time to time.  Words such as “herein,” “hereinafter,” “hereof,” “hereto” and “hereunder,” refer to this Agreement as a whole, unless the context otherwise requires.
 
(e)           “Approval Amount” shall have the meaning set forth in Section 5.8(a)(iii) hereof.
 
(f)            “Available Cash” means with respect to any calendar quarter ending prior to the date the Partnership is liquidated, the sum of all cash and cash equivalents of the Partnership on hand at the end of such quarter and all or any portion of additional cash and cash equivalents of the Partnership on hand on the date of determination of Available Cash with respect to such quarter resulting from financing arrangements entered into solely for working capital purposes or to pay distributions to the Partners made subsequent to the end of such quarter, less the amount of any cash reserves established by the Partnership Committee to (i) provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership) subsequent to such quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Partnership is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions in subsequent periods, in each case, as determined by the Partnership Committee.  Notwithstanding the foregoing, “Available Cash” with respect to the quarter in which the Partnership is liquidated and any subsequent quarter shall equal zero.
 
(g)           “Bankruptcy” means, with respect to any Person, a “Voluntary Bankruptcy” or an “Involuntary Bankruptcy.”  A “Voluntary Bankruptcy” means, with respect to any Person, the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property; or corporate action taken by such Person to authorize any of the actions set forth above.  An ‘‘Involuntary Bankruptcy” means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within 90 days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within 60 days.
 
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(h)           “Big Island Plant” means the real estate and improvements located in Sweetwater County, Green River, Wyoming, that are used in and associated with the business described in Section 1.3 hereof.
 
(i)            “Capital Account” means, with respect to any Partner or Interest Holder, the Capital Account maintained for such Person in accordance with the following provisions:
 
(i)            To each Person’s Capital Account there shall be credited such Person’s Capital Contributions, such Person’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.2 or Section 3.3 hereof, and the amount of any Partnership liabilities assumed by such Person or which are secured by any Property distributed to such Person.
 
(ii)           To each Person’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Person pursuant to any provision of this Agreement, such Person’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.2 or Section 3.3 hereof, and the amount of any liabilities of such Person assumed by the Partnership or which are secured by any property contributed by such Person to the Partnership.
 
(iii)          In the event all or a portion of an Interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.
 
(iv)          In determining the amount of any liability for purposes of Sections 1.7(i)(i) and l.7(i)(ii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.
 
The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.  In the event the Partnership Committee shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the Partners, or Interest Holders), are computed in order to comply with such Regulations, the Partnership Committee may make such modification; provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Section 12 hereof upon the dissolution of the Partnership.  The Partnership Committee also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and Interest Holders and the aggregate amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704- 1(b)(2)(iv)( q ), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).
 
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(j)            “Capital Contributions” means, with respect to any Partner or Interest Holder, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest in the Partnership held by such Person.
 
(k)           “Certificate” has the meaning set forth in Section 1.5 hereof.
 
(l)            “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).
 
(m)          “Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that (i) with respect to any depreciable or amortizable asset whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial allocation method” defined by Regulations Section 1.704-3(d), Depreciation for such Allocation Year shall be the amount of book basis recovered for such Allocation Year under the rules prescribed by Regulations Section 1.704-3(d)(2), and (ii) with respect to any other depreciable or amortizable asset whose Gross Asset Value differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.  If the Gross Asset Value of a depreciable or amortizable asset is adjusted pursuant to Sections 1.7(o) (ii) or 1.7(o)(iv) of the definition of Gross Asset Value during an Allocation Year, following such adjustment Depreciation shall thereafter be calculated under clause (i) or (ii) immediately above, whichever the case may be, based upon such Gross Asset Value, as so adjusted.
 
(n)           “General Partner” means any Person who (i) is referred to as such in the first paragraph of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement, in each case, in its capacity as a General Partner.
 
(o)           “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
 
(i)            The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the Partnership Committee;
 
(ii)           The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partnership Committee, as of the following times:  (a) the acquisition of an additional Interest in the
 
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Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Partnership; (b) the distribution by the Partnership to a Partner or Interest Holder of more than a de minimis amount of Property as consideration for an Interest in the Partnership; (c) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)( g )( 1 ) (other than pursuant to Code Section 708(b)(1)(B)); or (iv) any other event to the extent determined in good faith by the Partnership Committee to be permitted and necessary to properly reflect Gross Asset Values in accordance with the standards set forth in Regulations Section 1.704-1(b)(2)(iv)( q ); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Partnership Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners and Interest Holders in the Partnership;
 
(iii)          The Gross Asset Value of any Partnership asset distributed to any Partner or Interest Holder shall be the gross fair market value of such asset on the date of distribution; and
 
(iv)          The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) (including any such adjustments pursuant to Regulations Section 1.734-2(b)(1)), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)( m ) and Section 3.2(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.7(o)(iv) to the extent the Partnership Committee determines that an adjustment pursuant to Section 1.7(o)(ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.7(o)(iv).
 
If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.7(o)(i), 1.7(o)(ii), or 1.7(o)(iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.
 
(p)           “Indemnified Person” means any Partner, any Affiliate of a Partner, or any director, officer, stockholder, employee, agent or representative of a Partner or such Affiliate, but shall not include any Representative or Officer.
 
(q)           “Interest” means an ownership interest in the Partnership representing some or all of a Capital Contribution by a Partner pursuant to Section 2 hereof, including any and all benefits to which the holder of such an Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.
 
(r)            “Interest Holder” means any Person who holds an Interest, regardless of whether such Person has been admitted to the Partnership as a Partner.  “Interest Holders” means all such Persons.
 
(s)            “IPO” shall have the meaning set forth in Section 13.9.
 
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(t)            “Limited Partner” means any Person (i) who is referred to as such in the first paragraph of this Agreement or who has become a Limited Partner pursuant to the terms of this Agreement, and (ii) who holds an Interest, in each case, in its capacity as a Limited Partner.  “Limited Partners” means all such Persons.
 
(u)           “Liquidator” shall have the meaning set forth in Section 12.2 hereof.
 
(v)           “Majority in Interest” shall be determined by reference to the Partners’ Percentage Interests and, when referring to all Partners, shall mean Partners whose combined Percentage Interests represent more than 50% of the Percentage Interests then held by Partners as opposed to Interest Holders that have not been admitted as Partners, and, when referring to Limited Partners only, shall mean Limited Partners whose combined Percentage Interests represent more than 50% of the Percentage Interests then held by Limited Partners (as opposed to General Partners or Interest Holders that have not been admitted as Limited Partners).
 
(w)          “Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1) and 1.704-2(c).
 
(x)           “Nonrecourse Liability” has the meaning set forth in Regulations Section 1.704-2(b)(3).
 
(y)           “Officer” means any person appointed as an officer of the Partnership pursuant to Section 5.3(a) of this Agreement.
 
(z)           “OCI Credit Facility” means the senior secured credit facility provided to OCI pursuant to the Credit Agreement, dated as of July 18, 2013 by and among OCI, the guarantors party thereto, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent for the lenders, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager, as the same may be amended, restated, replaced, refinanced or otherwise modified from time to time.
 
(aa)         “Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(i)(2).
 
(bb)         “Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).
 
(cc)         “Partner Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(i)(2).
 
(dd)         “Partners” means the General Partners and all Limited Partners, where no distinction is required by the context in which the term is used herein.  “Partner” means any one of the Partners.
 
(ee)         “Partnership” means the partnership continued pursuant to this Agreement and the reconstituted partnership continuing the business of this Partnership in the event of a dissolution as provided in Section 12 hereof.
 
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(ff)          “Partnership Credit Facility” has the meaning set forth in Section 5.07(a) hereof.
 
(gg)         “Partnership Committee” shall mean that committee of Partners’ Representatives formed and continued pursuant to Section 5.2 hereof.
 
(hh)         “Partnership Minimum Gain” has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1).
 
(ii)           “Percentage Interest” means, with respect to any Partner, the percentage interest in the Partnership as provided in Section 2 hereof.
 
(jj)           “Permitted Transfer” means any transfer, assignment, encumbrance, pledge or other alienation of an Interest in the Partnership in accordance with Section 10.2 hereof.
 
(kk)         “Person” means any individual, partnership, corporation, trust, or other entity.
 
(ll)           “Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
 
(i)            Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.7(ll) shall be added to such taxable income or loss;
 
(ii)           Any expenditures of the Partnership described in Code Section 705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)( i ) and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.7(ll), shall be subtracted from such taxable income or loss;
 
(iii)          In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.7(o)(ii) or Section 1.7(o)(iv) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;
 
(iv)          Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;
 
(v)           In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be
 
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taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 1.7(m) hereof;
 
(vi)          To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)( m )( 4 ) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner or Interest Holder’s interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits and Losses; and
 
(vii)         Notwithstanding any other provision of this Section 1.7(ll), any items of Partnership income, gain, loss or deduction that are specially allocated pursuant to Section 3.2 or Section 3.3 hereof shall not be taken into account in computing Profits or Losses.  The amount of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to the previous sentence or pursuant to such subsections shall be determined pursuant to rules analogous to those set forth in this definition of Profits and Losses.
 
(mm)      “Property” means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property.
 
(nn)         “Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
 
(oo)         “Representative” means a representative to the Partnership Committee appointed pursuant to Section 5.2(a) hereof and who has not ceased to be a representative in accordance with such section.  “Representatives” means all such Representatives.
 
(pp)         “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of; provided that, subject to the last sentence of Section 10.1, no Transfer or issuance of any equity interest in any Person that directly or indirectly holds Interests shall constitute a Transfer of such Interests for purposes of this Agreement.
 
(qq)         “Ultimate Parent” means (i) in the case of OCI, OCI Chemical Corporation and (ii) in the case of NRP TRONA, Natural Resource Partners L.P., a Delaware limited partnership.
 
1.8          Title to Property .  All real and personal property owned by the Partnership shall be owned by the Partnership as an entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in its individual name or right, and each Partner’s interest in the Partnership shall be personal property for all purposes.  Except as otherwise provided in this Agreement, the Partnership shall hold all of its real and personal property in the name of the Partnership and not in the name of any Partner.
 
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1.9          Payments of Individual Obligations .  The Partnership’s credit and assets shall be used solely for the benefit of the Partnership, and no asset of the Partnership shall be transferred or encumbered for or in payment of any individual obligation of any Partner.
 
SECTION 2
PARTNER’S CAPITAL CONTRIBUTIONS
 
2.1          General Partners .  The names, addresses, and Percentage Interests of the General Partners are as follows:

Name and Address	 	Percentage
Interest	 	
OCI RESOURCES, LP
Five Concourse Parkway
Suite 2500
Atlanta, Georgia  30328
Attention:  Chief Executive Officer	 	40.98	%	
 	 	 	 	
NRP TRONA LLC
c/o NRP (Operating) LLC
601 Jefferson
Suite 3600
Houston, Texas  77002
Attention:  Vice President and General Counsel	 	39.37	%	
 
2.2          Limited Partner .  The names, addresses, and Percentage Interests of the Limited Partners are as follows:

Name and Address	 	Percentage
Interest	 	
OCI WYOMING CO.
c/o OCI RESOURCES, LP
Five Concourse Parkway
Suite 2500
Atlanta, Georgia  30328
Attention:   Chief Executive Officer	 	10.02	%	
 	 	 	 	
NRP TRONA LLC
c/o NRP (Operating) LLC
601 Jefferson
Suite 3600
Houston, Texas  77002
Attention:  Vice President and General Counsel	 	9.63	%	
 
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2.3          Additional Capital Contributions .
 
(a)           In General .  The Partners hereby agree to contribute from time to time in accordance with their Percentage Interests (or, as between OCI and NRP TRONA only, in such other percentages as may from time to time be agreed upon by them) such additional funds as may be required by the Partnership and called for by the Partnership Committee.  Additional Capital Contributions required by this Section 2.3(a) shall be made on two days’ notice from the Partnership Committee.  Notwithstanding anything to the contrary in this Agreement, the Partners hereby agree that if at any time the relative Percentage Interests of the General Partners are not proportionate to their relative aggregate Capital Contributions, and such disproportionality is not attributable to disproportionate Capital Contributions agreed to by OCI and NRP TRONA pursuant to the first sentence of this Section 2.3(a), the General Partners will make such additional Capital Contributions and shall be entitled to receive such distributions as are necessary to restore such proportionality.
 
(b)           Preemptive Rights .  Each of OCI and NRP TRONA shall have the preemptive right, during a reasonable time and on reasonable conditions, both to be fixed by the Partnership Committee in their absolute discretion, to subscribe pro rata, in proportion to their Percentage Interests, for any additional Interests in the Partnership.
 
2.4          Member’s Liability .  Except as otherwise provided by this Agreement, no Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership.  Except as otherwise provided by this Agreement, any pre-existing agreements among the Partners, or applicable state law, a Limited Partner shall be liable only to make its Capital Contributions and shall not be required to restore a deficit balance in its Capital Account or to lend any funds to the Partnership or, after its Capital Contributions have been paid, to make any additional contributions to the Partnership.
 
SECTION 3
ALLOCATIONS
 
3.1          Profits and Losses .
 
(a)           After giving effect to the special allocations set forth in Sections 3.2 and 3.3 hereof, Profits and Losses for any fiscal year shall be allocated among the Partners and Interest Holders pro rata in accordance with their respective Percentage Interests.
 
(b)           Losses allocated pursuant to Section 3.1(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Partner or Interest Holder to have an Adjusted Capital Account Deficit at the end of any fiscal year.  All Losses in excess of the limitation set forth in this Section 3.1(b) shall be allocated among the General Partners pro rata in accordance with their respective Percentage Interests.  Any Losses allocated pursuant to the previous sentence of this Section 3.1(b) shall be reversed with an allocation of Profits of an equal amount prior to any allocations pursuant to Section 3.1(a).
 
3.2          Special Allocations .  The following special allocations shall be made in the following order:
 
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(a)           Minimum Gain Chargeback .  Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 3, if there is a net decrease in Partnership Minimum Gain during any fiscal year, each Partner and Interest Holder shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s and Interest Holder’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner and Interest Holder pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2).  This Section 3.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
 
(b)           Partner Minimum Gain Chargeback .  Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner and Interest Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s and Interest Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner and Interest Holder pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2).  This Section 3.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
 
(c)           Qualified Income Offset .  In the event any Partner or Interest Holder unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704- 1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) or 1.704-1(b)(2)(ii)( d )( 6 ), items of Partnership income and gain shall be specially allocated to each such Interest Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Interest Holder as quickly as possible; provided that an allocation pursuant to this Section 3.2(c) shall be made only if and to the extent that such Interest Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3.2(c) were not in the Agreement. This Section 3.2(c) is intended to comply with the qualified income offset requirement in Regulations Section 1.704-1(b)(2)(ii)( d ) and shall be interpreted consistently therewith.
 
(d)           Gross Income Allocation .  In the event any Partner or Interest Holder has an Adjusted Capital Account Deficit at the end of any fiscal year which is in excess of the sum of (i) the amount such Interest Holder is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Interest Holder is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Interest Holder shall be specially allocated items of Partnership income and gain in the
 
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amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(d) shall be made only if and to the extent that such Interest Holder would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 3 have been made as if Section 3.2(c) hereof and this Section 3.2(d) were not in the Agreement.
 
(e)           Nonrecourse Deductions .  Nonrecourse Deductions for any fiscal year or other period shall be specially allocated among the Partners and Interest Holders pro rata in accordance with their respective Percentage Interests.
 
(f)            Partner Nonrecourse Deductions .  Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner or Interest Holder who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).
 
(g)           Section 754 Adjustments .  To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) (including any such adjustments pursuant to Regulations Section 1.734-2(b)(1)) is required, pursuant to Regulations Sections 1.704-1(b)(2)(iv)( m ), to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners and Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.
 
3.3          Curative Allocations .
 
The allocations set forth in Sections 3.1(b) and 3.2 hereof (collectively, the “Regulatory Allocations”) are intended to comply with the requirements of the Regulations.  It is the intent of the parties hereto that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this Section 3.3.  Therefore, notwithstanding any other provision of Section 3 (other than the Regulatory Allocations), the Partnership Committee shall make such offsetting special allocations of Partnership income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s or Interest Holder’s Capital Account balance is, to the extent possible, equal to the Capital Account such Person would have had if the Regulatory Allocations were not terms of this Agreement and all Partnership items were allocated pursuant to Section 3.1(a).  In exercising its discretion under this Section 3.3, the Partnership Committee shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.
 
3.4          Other Allocation Rules .
 
(a)           For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily,
 
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monthly’ or other basis, as determined by the Partnership Committee using any permissible method under Code Section 706 and the Regulations thereunder.
 
(b)           Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners and Interest Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.
 
(c)           The Partners are aware of the income tax consequences of the allocations made by this Section 3 and hereby agree to be bound by the provisions of this Section 3 in reporting their shares of Partnership income and loss for income tax purposes.
 
(d)           Solely for purposes of determining a Partner’s or Interest Holder’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), if any, such excess nonrecourse liability shall be allocated to the Partners or Interest Holders as follows:
 
(i)            First, such excess nonrecourse liabilities shall be allocated to the Partners and Interest Holders up to the amount of built-in gain allocable to such Person on Code Section 704(c) property (as defined in Regulations Section 1.704-3(a)(3)(i)) or property for which reverse Code Section 704(c) allocations are applicable (as described in Regulations Section 1.704-3(a)(6)(i)) where such property is subject to the nonrecourse liability, to the extent such gain exceeds the gain described in Regulations Section 1.752-3(a)(2).
 
(ii)           Second, the balance of such excess nonrecourse liabilities, if any, shall be allocated to the Partners and Interest Holders in accordance with their Percentage Interests.
 
(e)           To the extent permitted by Regulations Sections 1.704-2(h) and 1.704-2(i)(6), the Partnership Committee shall endeavor to treat distributions of Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder.
 
3.5          Tax Allocations: Code Section 704(c) .
 
In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be determined and allocated among the Partners and Interest Holders under the rules prescribed by Regulations Section 1.704-3(d)(2) so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 1.7(o)(i) hereof).
 
In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.7(o)(ii) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset
 
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for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and under the rules prescribed by Regulations Section 1.704-3(d)(2).
 
Any elections or other decisions relating to such allocations shall be made by the Partnership Committee in any manner that reasonably reflects the purpose and intention of this Agreement.  Allocations pursuant to this Section 3.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.
 
SECTION 4
DISTRIBUTIONS
 
4.1                                Quarterly Distributions .  Except as otherwise provided in Section 12 hereof, Available Cash, if any, shall be distributed quarterly in the following order and priority:
 
(a)                                  First, to the Partners, in proportion to the total amount distributable to each such Partner pursuant to this Section 4.1(a), until each such Partner receives an amount equal to the excess, if any, of (i) the cumulative additional Capital Contributions made by such Partner pursuant to Section 2.3(a) hereof from the date hereof to the end of the quarter preceding the quarter during which such distribution is made, over (ii) the sum of all prior distributions to such Partner pursuant to this Section 4.1(a) during that same period; and
 
(b)                                  The balance, if any, to the Partners pro rata in accordance with their respective Percentage Interests.
 
4.2                                Amounts Withheld .  All amounts withheld during any fiscal year pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Partnership, the Partners or the Interest Holders shall be treated for all purposes under this Agreement as amounts distributed pursuant to this Section 4 to the Partners and the Interest Holders with respect to which such amounts are withheld, and shall reduce amounts otherwise distributable to each such Partner during such period, provided that, if the amounts required to be withheld with respect to each Partner or Interest Holder during such period exceed the amounts otherwise distributable to such Partner or Interest Holder during such period, such Partner or Interest Holder shall contribute to the Partnership an amount equal to such excess upon demand by OCI.  The Partnership Committee is authorized to withhold from distributions, or with respect to allocations, to the Partners and Interest Holders and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, or local law, and may allocate any such amounts among the Partners and Interest Holders in any manner that is in accordance with applicable law.
 
SECTION 5
MANAGEMENT
 
5.1                                General Authority of General Partners and Partnership Committee .  The General Partners shall have such rights, powers and authority, and only such rights, powers and authority, in the management of the Property and the business of the Partnership as shall be
 
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necessary to enable them to take such acts as are required to be taken by them in accordance with this Agreement and applicable law.  Except as otherwise provided in this Agreement (including, without limitation, in this Section 5) or as otherwise required by applicable law, the property and business of the Partnership shall be managed by the Partnership Committee, which has, to the extent permitted by applicable law, all requisite right, power and authority to, and may, without the consent of Partners, exercise all such powers and do all such lawful acts and things as are not directed or required by this Agreement or the Act to be exercised or done or consented to by the Partners, including but not limited to, the right, power and authority to cause the Partnership to:
 
(a)                                  Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;
 
(b)                                  Operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;
 
(c)                                   Execute any and all agreements, contracts, documents, certifications, and instruments necessary or appropriate in connection with the management, maintenance, and operation of Partnership property, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement;
 
(d)                                  Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge, or other lien on any Partnership property;
 
(e)                                   Execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Partnership property;
 
(f)                                    Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property;
 
(g)                                   Care for and distribute funds to the Partners and Interest Holders by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
 
(h)                                  Contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
 
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(i)                                      Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;
 
(j)                                     Make any and all elections for federal, state, and local tax purposes including, but not limited to, any election, if permitted by applicable law: (i) to adjust the basis of Partnership property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with transfers of Partnership Interests and Partnership distributions; (ii) with the consent of the Partner or Interest Holder affected thereby, to extend the statute of limitations for assessment of tax deficiencies against such Partners and Interest Holders with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (iii) in accordance with Section 8.5 hereof, to represent the Partnership, the Partners and the Interest Holders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership, the Partners, and the Interest Holders in their capacities as Partners or Interest Holders, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including, to the extent provided in Code Sections 6221 through 6231, agreements or other documents that bind the Partners and Interest Holders with respect to such tax matters or otherwise affect the rights of the Partnership, Partners, and Interest Holders;
 
(k)                                  Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and
 
(l)                                      Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership and to engage counsel or others in connection therewith.
 
5.2                                Partnership Committee .
 
(a)                                  Representatives .  The Partnership Committee shall consist of seven Representatives, four of whom shall be appointed by OCI and three of whom shall be appointed by NRP TRONA, unless NRP TRONA shall elect to appoint a lesser number of Representatives.  Each Partner shall appoint its Representatives and shall fill vacancies as they occur within 15 days.  Representatives shall serve for indefinite terms at the pleasure of the appointing Partner.
 
(b)                                  Meetings of the Partnership Committee .
 
(i)                                      The Partnership Committee may hold its meetings, both regular and special, either within or without the State of Delaware, and either in person or by telephone.
 
(ii)                                   An annual meeting of the Partnership Committee shall be held at such time and place during the month of February as shall be determined by the Representatives.  The Partnership Committee shall hold one meeting in the third quarter of each calendar year and one meeting in the fourth quarter of each calendar year and may hold such
 
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additional regular meetings as a majority of the Representatives shall determine to be necessary.  The Secretary shall cause written notice of the place, date and hour of each regular meeting of the Partnership Committee, along with a list of the agenda items for such Partnership Committee meeting, to be given to each Representative not less than two days before the date of such meeting if such notice is given personally or by telegram, or not less than five days before the date of such meeting if such notice is given by mail.  Notice of any such meeting need not be given to any Representative who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Representative who submits a signed waiver of notice, whether before or after such meeting.  No notice need be given of any adjourned meeting, unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of this Section shall be given to each Representative.
 
(iii)                                Special meetings of the Partnership Committee may be called by the president on two days’ notice to each Representative, if such notice is given personally or by telegram, on five days’ notice if such notice is given by mail, or without notice if such notice requirement is expressly waived by all of the Representatives.  Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two Representatives.
 
(iv)                               At each meeting of the Partnership Committee, each Representative of each Partner shall be authorized to vote on his own behalf and on behalf of each and every other Representative of such Partner that is not present at such meeting.  The presence of a Representative (in person or through a voting Representative) of a majority in number of the Partners shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that at least one of such Representatives must be a Representative appointed by OCI, and the act of a majority of the Representatives, whether present at such meeting or represented by another Representative voting on his behalf, at which there is a quorum shall be the act of the Partnership Committee, except as may be otherwise specifically provided by this Agreement or the Act.  If a quorum shall not be present at any meeting of Representatives, the Representatives present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
 
(v)                                  Each Partner hereby agrees that it shall be bound by the act or vote of any of its Representatives, whether acting on his own behalf or on behalf of other Representatives in accordance with Section 5.2(b)(iv) hereof, and without regard to any requirement or procedure of such Partner for authorization or ratification of the act or vote of such Representative, including, without limitation, any financial limitations or restrictions placed by such Partner on the acts or votes of any Representative.
 
(c)                                   Action Without Meeting .  Any action required or permitted to be taken at any meeting of the Partnership Committee or any committee thereof may be taken without a meeting if all the Representatives or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Partnership Committee or committee.
 
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(d)                                  Subcommittees of Representatives .
 
(i)                                      The Partnership Committee may, by resolution passed by a majority of all of the Representatives, designate one or more subcommittees, each subcommittee to consist of two or more of the Representatives, which, to the extent provided in said resolution, shall have and may exercise the powers of the Partnership Committee in the management of the business and affairs of the Partnership.  Such subcommittee or subcommittees shall have such name or names as may be determined from time to time by resolution adopted by the Partnership Committee.  NRP TRONA shall be entitled to nominate Representatives on any subcommittee appointed by the Partnership Committee, but the majority of Representatives on all such subcommittees shall be Representatives appointed by OCI.
 
(ii)                                   Each subcommittee shall keep regular minutes of its proceedings and report the same to the Partnership Committee when required.
 
(e)                                   Compensation of Representatives .  Representatives, as such, shall not receive any stated salary for their services, provided that nothing herein contained shall be construed to preclude any Representative from serving the Partnership in any other capacity and receiving compensation therefor.
 
(f)                                    General Standards of Conduct for Representatives .
 
(i)                                      A member of the Partnership Committee shall discharge his duties as a Representative, including his duties as a member of a subcommittee:
 
(A)                                In a manner he believes in good faith to be in the best interests of the Partnership; and
 
(B)                                With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
 
(ii)                                   In discharging his duties, a Representative is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
 
(A)                                One or more Officers or employees of the Partnership whom the Representative reasonably believes to be reliable and competent in the matters presented;
 
(B)                                Legal counsel, public accountants, investment bankers, or other persons as to matters the Representative reasonably believes are within the person’s professional or expert competence; or
 
(C)                                A subcommittee of the Partnership Committee of which he is not a member if the Representative reasonably believes the subcommittee merits confidence.
 
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(iii)                                Notwithstanding subsection (ii) above, a Representative is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (ii) above unwarranted.
 
5.3                                Officers .
 
(a)                                  Appointment .
 
(i)                                      The officers of the Partnership shall be chosen by the Partnership Committee and shall be a president, a secretary and a treasurer.  Two or more offices may be held by the same person, except that where the offices of president and secretary are held by the same person, such person shall not hold any other office.
 
(ii)                                   The Partnership Committee at each annual meeting shall choose a president from its members, and shall choose a secretary and a treasurer, neither of whom need be a Representative on the Partnership Committee.
 
(iii)                                The Partnership Committee may appoint such other officers and agents as it shall deem necessary or desirable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Partnership Committee.
 
(iv)                               The officers of the Partnership shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the Partnership Committee may be removed at any time by the affirmative vote of a majority of all of the Representatives, or by any subcommittee or superior officer upon whom such power of removal may be conferred by the affirmative vote of a majority of all of the Representatives.  If the office of any officer shall become vacant for any reason, the vacancy shall be filled by the Partnership Committee.
 
(b)                                  The President .
 
(i)                                      The president shall be the chief executive officer of the Partnership.  He shall preside at all meetings of the Partners and Partnership Committee, shall be ex officio a member of all standing subcommittees, shall have general and active management of the business of the Partnership, and shall see that all orders and resolutions of the Partnership Committee are carried into effect.
 
(ii)                                   The president shall execute deeds, notes, bonds, mortgages and contracts, and other instruments, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Partnership Committee to some other officer or agent of the Partnership.
 
(c)                                   The Secretary .  The secretary shall attend all meetings of the Partnership Committee and all meetings of the Partners and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing subcommittees when required.  He shall give, or cause to be given, notice of all meetings of the Partners and special meetings of the Partnership Committee, and shall perform
 
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such other duties as may be prescribed by the Partnership Committee or president, under whose supervision he shall be.
 
(d)                                  The Treasurer .
 
(i)                                      The treasurer shall have the custody of the Partnership funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Partnership and shall deposit all moneys and other valuable effects in the name and to the credit of the Partnership in such depositaries as may be designated by the Partnership Committee.
 
(ii)                                   The treasurer shall disburse the funds of the Partnership as may be ordered by the Partnership Committee, taking proper vouchers for such disbursements, and shall render to the president and Representatives, at the regular meetings of the Partnership Committee, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Partnership.
 
(iii)                                If required by the Partnership Committee, the treasurer shall give the Partnership a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Partnership Committee for the faithful performance of the duties of his office and for the restoration of the Partnership in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Partnership.
 
(e)                                   General Standards of Conduct for Officers .
 
(i)                                      An Officer with discretionary authority shall discharge his duties as such:
 
(A)                                In a manner he believes in good faith to be in the best interests of the Partnership; and
 
(B)                                With the care an ordinary prudent person in a like position would exercise under similar circumstances.
 
(ii)                                   In discharging his duties, an Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
 
(A)                                One or more Officers or employees of the Partnership whom the Officer reasonably believes to be reliable and competent in the matters presented; or
 
(B)                                Legal counsel, public accountants, investment bankers, or other persons as to matters the Officer reasonably believes are within the person’s professional or expert competence.
 
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(iii)                                Notwithstanding subsection (ii) above, an Officer is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (ii) above unwarranted.
 
5.4                                Right to Rely on Books of Account .  Each officer, Representative, or member of any subcommittee designed by the Partnership Committee shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Partnership by any of its officials or by an independent certified public accountant or by an appraiser selected with reasonable care by the Partnership Committee or by any such subcommittee or in relying in good faith upon other records of the Partnership.
 
5.5                                Indemnification of Representatives and Officers .
 
(a)                                  To the fullest extent permitted by applicable law, each Representative, Officer and Indemnified Person (and their respective heirs, executors and administrators) shall be indemnified by the Partnership (and any receiver, liquidator or trustee of, or successor to, the Partnership) from and against any and all liabilities, obligations, losses, damages, penalties, costs or expenses (including, without limitation, all costs and expenses of defense, appeal or settlement reasonably incurred by or imposed upon him) in connection with or arising out of any action, suit or proceeding in which he may be involved and which relates in any way to the Partnership or its business and assets, or to which he may be made a party by reason of his being or having been a Representative or Officer of the Partnership or, at its request, a partner or officer of any partnership or corporation of which it is a partner, stockholder or creditor and for which he is not entitled to be indemnified (whether or not he continues to be a Representative, Officer or Indemnified Person at the time of imposing or incurring such expenses); provided, however, that no indemnification shall be provided hereunder in respect of matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for breach of any duty expressly imposed by this Agreement; intentional misconduct; a knowing violation of law; or any transaction from which such Representative, Officer or Indemnified Person derived an improper personal benefit.  With respect to any criminal action or proceeding, no indemnification shall be provided hereunder if such Representative, Officer or Indemnified Person had reasonable cause to believe that his or her conduct was unlawful.  In the event of a settlement of any such action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Partnership is advised by counsel that the person to be indemnified did not commit a breach of duty; intentional misconduct; a knowing violation of law; derive an improper personal benefit from a transaction; or have reasonable cause to believe that his or her conduct was unlawful.  Notwithstanding the foregoing, no indemnification shall be provided hereunder in respect of any claim by the Partnership or any Partner against a Representative, Officer or Indemnified Person other than a claim for costs and expenses of defense, appeal and settlement reasonably incurred by or imposed on him and otherwise indemnifiable hereunder.  The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.
 
(b)                                  The Partnership shall pay expenses as they are incurred by any Indemnified Person, Representative or Officer in connection with any action, claim, or proceeding that the Indemnified Person, Representative or Officer asserts in good faith to be subject to the indemnification obligations set forth herein, upon receipt of an undertaking from
 
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such Indemnified Person, Representative or Officer to repay all amounts so paid by the Partnership to the extent that it is finally determined that the Indemnified Person, Representative or Officer is not entitled to be indemnified therefor under the terms hereof.
 
(c)                                   If a claim for indemnification or payment of expenses hereunder is not paid in full within ten days after a written claim therefor has been received by the Partnership, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Partnership shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
 
5.6                                Day-to-Day Management: Staffing .
 
(a)                                  Executive Staffing and Technological Guidance .  The Partners agree that OCI shall have the responsibility for the management and staffing of the Partnership and the furnishing to it of technological guidance.  OCI agrees to furnish the following normal and essential business services to the Partnership with OCI’s own personnel; provided, however, that OCI’s obligation under this Section 5.6 may be performed by OCI Enterprises, Inc. or any of its Affiliates:
 
(i)                                      All management, supervision and administration above the level of Resident Plant Manager;
 
(ii)                                   General engineering, research and development, and technological guidance, except work performed directly related to specific projects or studies (which work is subject to Section 5.8(b) hereof);
 
(iii)                                Accounting, payroll, credit and tax and information services, including, without limitation, Partnership accounting, cost accounting, payroll preparation and filing, cash receipts and disbursements handling including paying and filing of vendor’s invoices, and tax return preparation and filing (all such services to be based upon reports from plant personnel pertaining to production, material receipts and shipments, inventories, employee’s time and job distribution and similar information customarily furnished by operating plant personnel);
 
(iv)                               Public relations and advertising services;
 
(v)                                  Employee training and employee relations, including, without limitation, negotiation and administration of labor contracts and employee benefit plans;
 
(vi)                               Transportation services, including, without limitation, negotiation of favorable freight rates and general supervision of freight claim processing and other traffic matters;
 
(vii)                            Routine legal services (not including problems involving actual or threatened litigation, patent exploration and filing or other extraordinary legal services);
 
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(viii)                         Environmental control services, including compliance with all applicable environmental laws and regulations;
 
(ix)                               Treasury and internal audit services and administration of an overall insurance program for protection of Partnership assets; and
 
(x)                                  Purchasing services, including, without limitation, negotiation for major purchases and administration of purchasing routines including review of all appropriation requests and acquisition of electrical energy and necessary plant fuels.
 
(b)                                  Plant and Mine Staffing .  The mining, refining, processing, storage and shipping operations conducted at the Big Island Plant and all other operations incidental thereto conducted upon and in the vicinity of the Big Island Plant shall be performed by plant and mine forces on the payroll of the Partnership.  Such forces shall be headquartered at said plant under the supervision of the Resident Plant Manager.
 
(c)                                   Other Staffing .  The Partnership shall have authority to contract for and bear the cost of such specialized and extraordinary outside services relating to its operations and activities as shall be authorized by the Partnership Committee.
 
(d)                                  Compensation .  Subject to and in accordance with the terms and provisions of this Agreement and such reasonable allocation and other procedures as may be agreed upon by OCI (and/or its Affiliates) and the Partnership from time to time, the Partnership hereby agrees to reimburse OCI (and/or its Affiliates) for all direct and indirect costs and expenses incurred by OCI (and/or its Affiliates) in connection with the provision of the services described in Section 5.6(a) hereof, including the following:
 
(i)                                      any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or business of the Partnership;
 
(ii)                                   an allocated portion of salaries and related benefits (including 401(k), pension, bonuses and health insurance benefits) and expenses of personnel employed by OCI (and/or its Affiliates) who render services to the Partnership, plus general and administrative expenses associated with such personnel;
 
(iii)                                any taxes or other direct operating expenses paid by OCI (and/or its Affiliates) for the benefit of the Partnership (including any state income, franchise or similar tax paid by OCI (and/or its Affiliates) resulting from the inclusion of the Partnership in a combined or consolidated state income, franchise or similar tax report with OCI (and/or its Affiliates) as required by applicable law as opposed to the flow through of income attributable to the ownership interest of OCI (and/or its Affiliates) in the Partnership), provided, however , that the amount of any such reimbursement shall be limited to the tax that the Partnership would have paid had it not been included in a combined or consolidated group with OCI (and/or its Affiliates);
 
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it being agreed, however, that to the extent any reimbursable costs or expenses incurred by OCI (and/or its Affiliates) consist of an allocated portion of costs and expenses incurred by OCI (and/or its Affiliates) for the benefit of both the Partnership and OCI (and/or its Affiliates), such allocation shall be made on a reasonable cost reimbursement basis as determined by OCI (and/or its Affiliates).
 
5.7                                Loans .
 
(a)                                  In the event the Partnership shall desire to borrow money for the construction of additional capital improvements or the acquisition of additional capital assets, OCI and NRP TRONA shall have a preemptive right, during a reasonable time and on reasonable conditions, both to be fixed by the Partnership Committee in its absolute discretion, to loan its pro rata share in proportion to its Percentage Interests, of any such money loaned to the Partnership; it being understood that no preemption right shall apply in connection with the Credit Agreement, dated as of July 18, 2013 by and among the Partnership, the guarantors party thereto, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent for the lenders, swing line lender and l/c issuer, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager, as the same may be amended, restated, replaced, refinanced or otherwise modified from time to time (the “Partnership Credit Facility”) and/or any borrowings, loans and/or financings thereunder.
 
(b)                                  All repayments by the Partnership on promissory notes issued by the Partnership to cover advances from NRP TRONA and OCI shall be made in proportion to the then outstanding balances of said notes.
 
5.8                                Operating Restrictions .
 
(a)                                  Operating Programs and Budgets .  The operations of the Partnership shall be conducted, expenses shall be incurred, and assets shall be acquired pursuant to “Budgets” and “Programs” prepared by OCI and provided to the Partners in accordance with this Section 5.8(a).  Except as provided in Sections 5.8(a)(iii) and 5.8(a)(iv) hereof, the approval of the Partnership Committee shall be required prior to any action that is materially inconsistent with any current Budget or Program.
 
(i)                                      In accordance with Section 8.4 hereof and Exhibit A hereto, OCI will prepare and provide to the Partners an annual budget and a three-year plan setting forth such assumptions and forecasts as are required to review the status of the business and determine future capital requirements (such annual plan and three-year plan herein referred to together as the “Budget”).  OCI shall prepare and provide to the Partners “Programs” for all planned capital expenditures whether or not such capital expenditures were specifically described in the Budget.  Such “Programs” shall be presented with description, justification, and spending plans in the form customarily used by OCI Enterprises, Inc.
 
(ii)                                   Within 45 days after a proposed Budget or Program is provided to the Partners, each Partner shall provide to the Partnership Committee:
 
(A)                                Notice that such Partner endorses the proposed Budget or Program; or
 
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(B)                                Proposed modifications to the proposed Budget or Program.
 
If any Partner provides proposed modifications to a proposed Budget or Program in accordance with this Section 5.8(a)(ii), OCI shall give serious consideration to such proposals and make such changes in the proposed Budget or Program as it deems appropriate within its discretion.
 
(iii)                                Programs for capital expenditures will be approved by the Partnership Committee.  Authority for approval by the Partnership Committee is delegated as follows:
 
(A)                                Programs for which the anticipated total spending will equal or exceed One Million Dollars require specific approval of the Partnership Committee.
 
(B)                                Programs estimated to cost in excess of the Approval Amount and less than $1,000,000 and included in the Budget shall be recommended by the Partnership’s officers and provided to NRP TRONA (and with respect to which NRP TRONA may propose modifications in the manner provided in Section 5.8(a)(ii) hereof), and approved by OCI.
 
(C)                                Programs estimated to cost less than the Approval Amount and included in the Budget are to be approved by OCI with information copy of approval to be provided to NRP TRONA.
 
(D)                                Programs not included in the Budget and estimated to cost in excess of the Approval Amount require specific approval of the Partnership Committee.
 
For purposes of this Section 5.8(a)(iii), the “Approval Amount” shall be $350,000 or such other amount as may be approved by the Capital Approval Committee of OCI (or other committee responsible for authorizing capital expenditures to be made by OCI).
 
(iv)                               Notwithstanding anything to the contrary in this Agreement, the Partnership Committee and the Resident Plant Manager shall have the right to take actions that are materially inconsistent with any current Budget or Programs if any of them, in their reasonable judgment, deems such action necessary for the protection of life or health or the preservation of Partnership assets and if, under the circumstances, in the good faith estimation of any of them, there is insufficient time to allow the Partners to review such action in accordance with Section 5.8(a)(ii) hereof and any delay would materially increase the risk to life or health or the preservation of Partnership assets.  Either the Partnership Committee or the Resident Plant Manager shall notify the Partners of each such action contemporaneously therewith or as soon as reasonably practical thereafter.  Such authority shall lapse and terminate upon reduction of such risk to life or health or preservation of assets.
 
(v)                                  The Partnership Committee and OCI shall promptly advise and inform the Partners of any transaction, notice, event, or proposal directly relating to the management and operation of the Partnership’s business which does or could affect, either
 
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adversely or favorably, the Partnership’s business or cause a deviation from any current Budget or Programs.
 
(b)                                  Transactions with Affiliates .  Other than the Transfer of OCI Co.’s limited partnership interest in the Partnership to OCI, as specifically contemplated in Section 13.9, no contract or other transaction between the Partnership and any Partner owning or controlling a majority of the Interests in the Partnership or any Affiliate of such majority Partner shall be valid unless ratified by unanimous vote of the Partnership Committee at a meeting of the Partnership Committee or by written consent without a meeting.  Subject to the foregoing, the Partnership shall have all rights provided under the Act to enter into any and all contracts or other transactions with any other corporation, partnership, firm or association in which any one or more of the Representatives has any pecuniary or other interest.  However, any contracts or transactions referred to in the preceding sentence must be ratified by unanimous vote of the Partnership Committee at a meeting of the Partnership Committee or by written consent without a meeting.
 
(c)                                   Utilization of Mined Sodium Minerals .  None of the sodium minerals mined by the Partnership at and in the vicinity of the Big Island Plant shall be sold or otherwise transferred by the Partnership prior to the refining or processing thereof by the Partnership without the consent of NRP TRONA.
 
5.9                                Vote of Limited Partners .  Notwithstanding anything to the contrary in this Agreement, without the consent of the Limited Partner neither the Partnership Committee nor any Representative or Partner shall have the authority to, and each such Person covenants and agrees that it shall not:
 
(a)                                  Knowingly do any act in contravention of this Agreement;
 
(b)                                  Knowingly perform any act that would subject the Limited Partner to liability as a general partner in any jurisdiction; or
 
(c)                                   Sell or otherwise dispose of all or substantially all of the Property, except for a liquidating sale of Property in connection with the dissolution of the Partnership.
 
5.10                         Duties of General Partners and Their Affiliates .  Except as expressly provided in this Agreement, no General Partner and no Affiliate or employee of a General Partner shall have any duties to the Partnership or the Partners.  To the extent any General Partner exercises any right, power and authority to act under this Agreement, such General Partner shall act in a manner it believes in good faith to be in the best interests of the Partnership and shall take no action that constitutes negligence or willful or wanton misconduct in connection therewith; provided, however, that a General Partner may Transfer its Interest in the Partnership pursuant to Sections 10 and 11 hereof and OCI may effect the IPO without regard to the best interests of the Partnership.  Except as set forth in Sections 5.2(f) and 5.3(e) hereof, no Affiliate or employee of any General Partner shall have any duty to the Partnership or to any Partner unless such Affiliate or employee participates in the management of the business and assets of the Partnership, and the sole duties to the Partnership and the Partners of any Affiliate or employee of a General Partner (other than an Affiliate or employee who serves as a
 
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Representative or an Officer) who so participates in the management of the business and assets of the Partnership shall be the same as the duties of each General Partner stated in the immediately preceding sentence.
 
5.11                         Reliance on Agreement .  To the extent that, at law or in equity, an Indemnified Person, Representative, or Officer has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, an Indemnified Person, Representative, or Officer acting under this Agreement or in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person, Representative, or Officer are agreed by the Partners to replace such other duties and liabilities of such Indemnified Person, Representative, or Officer, otherwise existing at law or in equity.
 
SECTION 6
ROLE OF LIMITED PARTNERS
 
6.1                                Rights or Powers .  No Limited Partner shall have any right or power to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way.
 
6.2                                Voting and Other Rights .  The Limited Partners shall have the right to vote on the matters explicitly set forth in this Agreement and to take such other actions as are explicitly set forth in this Agreement, and the Limited Partner shall not be deemed to have taken part in the management or control of the Partnership or its business or affairs as a result of exercising any such rights.
 
SECTION 7
REPRESENTATIONS AND WARRANTIES
 
7.1                                In General .  As of the date hereof, each of the statements contained herein shall be a true, accurate, and full disclosure of all facts relevant to the matters contained therein, and such warranties and representations shall survive the execution of this Agreement.
 
7.2                                Representations and Warranties .  Each Partner hereby represents and warrants that, as of the date hereof and as of the effective date of this Agreement:
 
(a)                                  Due Organization; Authorization of Agreement .  Such Partner is a limited partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the necessary corporate, limited partnership or limited liability company, as applicable, power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby.  Such Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder.  Such Partner has the necessary corporate, limited partnership or limited liability company, as applicable, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance of this Agreement
 
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has been duly authorized by all necessary corporate, limited partnership or limited liability company, as applicable, action.  This Agreement constitutes the legal, valid and binding obligation of such Partner, subject to applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally and to general equity principles.
 
(b)                                  No Conflict with Restrictions; No Default .  Neither the execution, delivery and performance of this Agreement nor the consummation by such Partner of the transactions contemplated hereby (i) will conflict with, violate or result in a breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner, (ii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the organizational documents of such Partner or of any material agreement or instrument to which such Partner is a party or by which such Partner is or may be bound or to which any of its material properties or assets is subject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or give to others any material interests or rights or require any consent, authorization or approval under any indenture, mortgage, lease agreement or instrument to which such Partner is a party or by which such Partner is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner.
 
(c)                                   Governmental Authorizations .  No registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, is required in connection with the valid execution, delivery, acceptance and performance by such Partner under this Agreement or the consummation by such Partner of any transaction contemplated hereby.
 
(d)                                  Litigation .  There are no actions, suits, proceedings or investigations pending or, to the knowledge of such Partner, threatened against or affecting such Partner or any of its properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could lead to any action, suit or proceeding, which if adversely determined could) reasonably be expected to materially impair such Partner’s ability to perform its obligations under this Agreement or to have a material adverse effect on the consolidated financial condition of such Partner; and such Partner has not received any currently effective notice of any default, and such Partner is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair its ability to perform its obligations under this Agreement.
 
(e)                                   Investment Company Act .  Neither such Partner nor any of its Affiliates is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
 
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(f)                                    Investigation .  Such Partner is acquiring its Partnership Interest based upon its own investigation, and the exercise by such Partner of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise.
 
SECTION 8
ACCOUNTING, BOOKS AND RECORDS
 
8.1                                Books .  The Partnership shall maintain at its principal place of business separate books of account for the Partnership which shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Partnership and the operation of its business in accordance with generally accepted accounting principles consistently applied.  Any Partner or its designated representative shall have the right, at any reasonable time and after having provided appropriate notice to OCI, to have access to and inspect and copy the contents of all of such books or records except those books or records relating to transactions between the Partnership and third-party vendors for goods or services that compete with goods and services offered to the Partnership by any Partner or its Affiliate.  Any books and records that are not made available to a Partner as a result of the limitation in the preceding sentence shall be made available to the independent certified public accountants regularly employed by the Partnership or otherwise requested by any General Partner which accountants shall, at the request of such Partner, review such books and records and inform such Partner as to whether the terms of the transactions covered thereby are commercially reasonable and not inconsistent with this Agreement.  The Partnership may keep its books outside of the State of Delaware, except as otherwise provided by the Act.  No more frequently than once in any two year period, each General Partner shall have the right, after having provided reasonable written notice to the Partnership, to conduct an audit, at such General Partner’s sole cost and expense, of the Partnership’s accounts and records relating to the Partnership’s operations and accounting performed hereunder for the purpose of determining that such operations and accounting are consistent with the terms of this Agreement.  Any General Partner causing such an audit to occur shall promptly advise the Partnership Committee of the results of such audit and shall promptly furnish a copy to each member of the Partnership Committee of all reports, memoranda and correspondence prepared in connection with such audit.
 
8.2                                Fiscal Year .  The fiscal year of the Partnership shall be fixed by resolution of the Partnership Committee.
 
8.3                                Checks .  All checks or demands for money of the Partnership shall be signed by such officer or officers or such other person or persons as the Partnership Committee may from time to time designate.
 
8.4                                Periodic Reports to Partners .  The Partnership Committee and OCI shall provide to the Partners all periodic financial reports and tax information ( e.g. , returns, filings and other submissions) prepared, filed or submitted by either of them with respect to the Partnership’s business at such times and in such form as are described on Exhibit A attached hereto and incorporated by reference herein or at such other times and in such other form as is comparable to that described on Exhibit A .
 
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8.5                                Tax Matters Partner/Meetings Regarding Tax Matters .
 
(a)                                  Tax Matters Partner .  OCI is specifically authorized to act as the “Tax Matters Partner” under the Code and in any similar capacity under state or local law, provided that:
 
(i)                                      OCI shall not extend the statute of limitations for assessment of tax deficiencies against any of the Partners or Interest Holders with respect to adjustments to the Partnership’s federal, state or local tax returns without the consent of the Partner or Interest Holder affected thereby;
 
(ii)                                   In representing the Partnership, Partners and Interest Holders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership, Partners and Interest Holders, OCI may execute agreements or documents that bind the Partners and Interest Holders with respect to such tax matters only to the extent provided in Code Sections 6221 through 6231; and
 
(iii)                                Prior to instituting in any forum any judicial proceeding relating to any tax matters affecting the Partnership, Partners and Interest Holders, OCI shall consult with NRP TRONA and give serious consideration to any proposals made by NRP TRONA with respect to the choice of forum in which such proceeding shall be brought.
 
(b)                                  Meetings Regarding Tax Matters .  In connection with any tax dispute affecting the Partnership, Partners, or Interest Holders, OCI shall afford NRP TRONA or its representatives the opportunity to be present to observe (but not participate in) all administrative conferences (other than conferences during the examination period) and, in litigation, all proceedings and settlement discussions where it is reasonably feasible to do so.  OCI shall keep NRP TRONA apprised in a timely manner of the status of any tax audit or tax dispute and shall provide NRP TRONA both with the written submissions to the taxing authority regarding the audit or dispute in advance of their submission, when feasible, and with correspondence and notices received from the taxing authority.
 
SECTION 9
AMENDMENTS; MEETINGS
 
9.1                                Amendments .
 
(a)                                  In General .  Except as provided in Section 9.1(b) hereof, this Agreement may be amended by the affirmative vote of a majority of the Partnership Committee at any regular meeting of the Partnership Committee or at any special meeting of the Partnership Committee if notice of the proposed amendment be contained in the notice of such special meeting.
 
(b)                                  Special Matters .  Notwithstanding anything to the contrary in this Agreement, (i) the following Sections may be amended only with the affirmative vote of the entire Partnership Committee: 1.3; 1.7(v); 1.7(oo); 1.8; 1.9; 2.1; 2.2; 2.3; 2.4; 3.1; 4; 5.1(j);
 
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5.2(a); 5.6; 5.7; 5.8(a); 5.8(b); 5.8(c); 5.9; 7; 8.4; 8.5; 9.1; 10; 11; 12.1; 12.2; 12.3; 13.4; 13.9; and 13.11; and (ii) any amendment of this Agreement that potentially would increase the liability of a General Partner under the terms of this Agreement shall require the affirmative vote of the entire Partnership Committee and such General Partner.
 
9.2                                Meetings of the Partners .
 
(a)                                  In General .  Meetings of the Partners, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president and shall be called by the president or secretary at the request in writing of any of the Partners entitled to vote or at the request in writing of a majority of the Partnership Committee.  Such request shall state the purpose or purposes of the proposed meeting.
 
(i)                                      Meetings of Partners may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of the meeting or in a duly executed waiver of notice thereof.
 
(ii)                                   Written notice of a meeting of the Partners shall be served upon or mailed to each Partner entitled to vote thereat at such address as appears on the books of the Partnership at least 20 days prior to the meeting.
 
(b)                                  Quorum .
 
(i)                                      A Majority in Interest of the Partners entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Partners for the transaction of business except as otherwise provided by this Agreement or the Act.  If, however, such quorum shall not be present or represented at any meeting of the Partners, the Partners entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
 
(ii)                                   When a quorum is present at any meeting, the vote of a Majority in Interest of the Partners having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or of this Agreement a different vote is required in which case such express provision shall govern and control the decision of such question.
 
(c)                                   Partner Vote .  At any meeting of the Partners every Partner having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such Partner and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  Each Partner shall have one vote for each Percentage Interest having voting power, registered in his name on the books of the Partnership.
 
(d)                                  Consent in Writing .  Whenever the vote of Partners at a meeting thereof is required or permitted to be taken in connection with any Partnership action by any
 
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provisions of the Act or of this Agreement, the meeting and vote of Partners may be dispensed with if all the Partners who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such Partnership action being taken.
 
SECTION 10
TRANSFERS OF INTERESTS
 
10.1                         Restriction on Transfers .  No Partner or Interest Holder shall Transfer any of its Interest in the Partnership save as provided in this  Section 10 and subject to the restriction regarding the Transfer of a General Partner’s Interest as a General Partner provided in Section 11 hereof.  No Ultimate Parent shall Transfer or cause or permit to be Transferred any portion of its interest in any Person 80% of the fair market value of the assets of which, whether held directly or indirectly, consist of an Interest in the Partnership unless (i) after such Transfer, such Partnership Interest shall continue to be held by an Affiliate of such Ultimate Parent described in Section 1.7(c)(i) hereof, or (ii) prior to such transfer, such Partnership Interest shall have been Transferred in a Permitted Transfer.
 
10.2                         Permitted Transfers .  Subject to the conditions and restrictions set forth in Section 10.3 hereof, any Partner or Interest Holder may at any time Transfer all or any portion of its Interests to (a) any Affiliate of the transferor described in Section l.7(c)(i) hereof or, (b) any Purchaser in accordance with Section 10.4 hereof (any such Transfer being referred to in this Agreement as a “Permitted Transfer”) or (c) the lenders (or the administrative agent or collateral agent therefor) under the OCI Credit Facility in connection with the pledge of Interests thereunder (or the exercise or remedies with respect thereto).
 
10.3                         Conditions to Permitted Transfers .  A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied:
 
(a)                                  Except in the case of a Transfer of Interests involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 10.  In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership.
 
(b)                                  Except in the case of a Transfer involuntarily by operation of law, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes.
 
(c)                                   The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interests transferred, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required
 
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information statements or returns.  Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interests until it has received such information.
 
(d)                                  In the case of a Transfer of a Limited Partner’s Interest, the transferor must obtain the prior consent of all Partners to such Transfer.
 
10.4                         Right of First Refusal .  In addition to the other limitations and restrictions set forth in this Section 10, except as permitted by Section 10.2(a) hereof, no Partner or Interest Holder shall Transfer all or any portion of its Interests (the “Offered Interest”) unless such Partner or Interest Holder first offers to sell the Offered Interest pursuant to the terms of this Section 10.4, provided that, notwithstanding anything to the contrary herein, no Transfer arising out of the pledge of any Interest (including the exercise of remedies with respect to such pledge) by OCI pursuant to the OCI Credit Facility shall be subject to this Section 10.4.
 
(a)                                  In General .  Should any Partner or Interest Holder (the “Seller”) propose to transfer any of its Interest in the Partnership, such Seller shall first obtain a bona fide written offer (the “Purchase Offer”) for the purchase thereof from a responsible purchaser (the “Purchaser”) who is ready, willing and able to purchase the same, which offer shall provide for a purchase price payable in cash of the lawful money of the United States of America or other “hard” currency.  The Seller shall give the other Partners (the “Offerees”) written notice by registered or certified mail, the notice to be accompanied by a photostatic copy of such Purchase Offer.  Such notice shall specify the Percentage Interest to be transferred (the “Offered Interest”), the name of the proposed purchaser, and the price for which such Offered Interest is proposed to be transferred.  In the event such notice is given, then the Offerees shall have 30 days within which to elect to purchase the Offered Interest at the price and on the terms specified in said offer, provided that payment may be made in cash of the lawful money of the United States of America or other “hard” currency provided that the value of such payment equals the price specified in the Purchase Offer.  Each Offeree shall have the option to purchase that portion of the Offered Interest as corresponds to a fraction, the numerator of which is such Offeree’s Percentage Interest, and the denominator of which is the aggregate Percentage Interests held by Offerees.  In the event either Offeree shall not elect to purchase its entire pro rata share, such share not purchased may be purchased by the other Offeree.  An election shall be made by giving written notice to the Seller within said 30-day period by registered or certified mail stating the portion of the Offered Interest that such Offeree is willing to purchase.  The Offerees electing to purchase the Offered Interest shall have 15 days after giving notice of such election to consummate such purchase.  If the Seller shall give notice to the Offerees as herein required, and the Offerees shall not elect to purchase the entire Offered Interest within such 30-day period or shall fail to consummate such purchase within 15 days after such election, the Offered Interest may thereafter be transferred to said Purchaser.
 
(b)                                  Pledges .  In the event that any Partner or Interest Holder (the “Pledgor”) shall desire to pledge or otherwise encumber any of its Interest in the Partnership as security for the payment of a debt, such Pledgor shall give written notice of the pledging or hypothecation of such Interest to the other Partners by giving written notice thereof by registered or certified mail to the other Partners within 10 days after the making of the agreement pledging or hypothecating said Interest.  Any such pledge or hypothecation agreement shall require the
 
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pledgee or party secured to assume and be bound by all of the obligations, terms and conditions of this Agreement.  No such pledge or hypothecation agreement shall be made unless it shall provide that any sale of the Interest so pledged or hypothecated pursuant to the provisions of said pledge or hypothecation agreement shall be at public sale and after thirty (30) days’ notice shall have been given to the other Partners by registered or certified mail of such sale.  In the event any Pledgor shall have pledged or hypothecated any of its Interest in the Partnership and is unable or unwilling to redeem the same as provided for in the pledge or hypothecation agreement, such Pledgor agrees to notify the Partners of its inability or unwillingness to redeem at least ten (10) days before the maturity of the pledge or hypothecation agreement and hereby, agrees to give to the Partners the right to redeem the pledged Interest in the same proportions as such Partners could have elected to purchase the pledged Interest pursuant to Section 10.4(a) hereof had it been an Offered Interest.  In the event the Partners shall redeem the Interest so pledged or hypothecated, the Pledgor who originally pledged or hypothecated said Interest shall, without further consideration, promptly execute and deliver to the Partners all documents required to transfer to them the ownership of the Interest so pledged or hypothecated.
 
10.5                         Involuntary Transfers .  In the event that any Partner or Interest Holder shall become a party to any proceeding or be subject to any legal process, the purpose of which is to require the involuntary transfer of any portion of the Interest in the Partnership of such Partner, such Partner shall immediately give notice by wire to the other of such Partners of the existence or pendency of such legal proceeding or legal process.
 
10.6                         Admission of Transferees as Partners .  Subject to the other provisions of this Section 10, a transferee of an Interest in the Partnership may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below in this Section 10.6:
 
(a)                                  The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer or in the circumstances described in Section 10.2(c);
 
(b)                                  The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Partnership Committee may reasonably request (including, without limitation, amendments to the Certificate) and as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof;
 
(c)                                   If the transferee is a Person other than an individual, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership that such transferee has made each of the representations and undertaken each of the warranties described in Section 7 hereof; and
 
(d)                                  A transferee of an Interest from a Limited Partner hereunder shall be admitted as a Limited Partner with respect to such Interest if, but only if, all of the other Partners consent to such admission.
 
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10.7                         Rights of Unadmitted Assignees .  A person who acquires one or more Interests but who is not admitted as a substituted Partner pursuant to Section 10.6 and Section 11.2(b) hereof shall be entitled only to allocations and distributions with respect to such Interests in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Act or this Agreement.
 
10.8                         Transfer Procedures .
 
(a)                                  Transfer Books .  The Partnership Committee may close the transfer books of the Partnership for a period not exceeding 50 days preceding the date of any meeting of Partners or the date for any distribution pursuant to Section 4 hereof or the date for the allotment of rights or for a period of not exceeding 50 days in connection with obtaining the consent of Partners for any purpose.  In lieu of closing the transfer books as aforesaid, the Partnership Committee may fix in advance a date, not exceeding 50 days preceding the date of any meeting of Partners, or the date for making any distribution, or the date for the allotment of rights, or a date in connection with obtaining such consent, as a record date for the determination of the Partners entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive any such distribution, or to any such allotment of rights, or to give such consent, and in such case such Partners and only such Partners as shall be Partners of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any Interest in the Partnership on the books of the Partnership after any such record date fixed as aforesaid.
 
(b)                                  Holders of Record .  The Partnership shall be entitled to treat the holder of record of any Interest in the Partnership as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Interest in the Partnership on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.
 
SECTION 11
GENERAL PARTNERS
 
11.1                         Covenant Not to Withdraw, Transfer, or Dissolve .  Except as otherwise permitted by this Agreement, each of the General Partners hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause a Voluntary Bankruptcy of the General Partner, (c) withdraw or attempt to withdraw from the Partnership, (d) exercise any power under the Act to dissolve the Partnership, (e) transfer all or any portion of its Interest in the Partnership as a General Partner, or (f) petition for judicial dissolution of the Partnership.  Further, each of the General Partners hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is dissolved and liquidated pursuant to Section 12 hereof.
 
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11.2                         Conditions to Permitted Transfers; Substitution .
 
(a)                                  Each of the General Partners may transfer, assign, encumber, pledge or in any way alienate any of its Interest in the Partnership as a General Partner in accordance with Section 10 hereof; provided that the transferor and transferee provide the Partnership with an opinion of counsel, which opinion of counsel shall be acceptable to the other Partners, to the effect that such Transfer will not cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes, or to fail to meet any condition precedent then in effect pursuant to an official pronouncement of the Internal Revenue Service to the issuance of a private letter ruling by the Internal Revenue Service confirming that the Partnership will be treated as a Partnership for federal tax purposes, whether or not such a ruling is being or has been requested.
 
(b)                                  A transferee of a Partnership Interest from a General Partner hereunder shall be admitted as a General Partner with respect to such Interest if, but only if, all of the other Partners consent to such admission, provided that no such consent shall be required with respect to the Transfer by OCI of its Interests in connection with the pledge thereof pursuant to the OCI Credit Facility.  In the event that the transferee of a Partnership Interest from a General Partner is admitted hereunder, such transferee shall be deemed admitted to the Partnership as a General Partner immediately prior to the Transfer, and such transferee shall continue the business of the Partnership without dissolution.
 
(c)                                   A transferee who acquires a Partnership Interest from a General Partner hereunder by means of a transfer that is permitted under Section 10 and this Section 11.2, but who is not admitted as a General Partner, shall have no authority to act for or bind the Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner, but such transferee shall be treated as an unadmitted assignee in accordance with Section 10.7 hereof.  Following such a Transfer, the transferor shall not cease to be a general partner of the Partnership and shall continue to be a General Partner.
 
11.3                         Termination of Status as General Partner .
 
(a)                                  A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s Interest in the Partnership, (iv) after such General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware.  In the event a Person ceases to be a General Partner without having transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee of a Partnership Interest in accordance with Section 10.7 hereof.
 
If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent.  A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner.  Any debts, obligations, or liabilities in damages to the Partnership of any
 
39 

 
Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities.
 
(b)                                  It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern.
 
(c)                                   If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.
 
SECTION 12
DISSOLUTION AND WINDING UP
 
12.1                         Liquidating Events .  The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):
 
(a)                                  The vote of the Partners as required by under the Act to dissolve, wind up and liquidate the Partnership;
 
(b)                                  The finding by the Partnership Committee or the issuance of a judicial determination that any event has occurred that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or
 
(c)                                   The withdrawal or removal of a General Partner, the assignment by a General Partner of its entire Interest in the Partnership or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1.
 
The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event.  Upon the occurrence of any event set forth in Section 12.1(c), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners.  If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth
 
40 

 
in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest.  Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto.  Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof.  If such an election is made within 180 days after the event causing dissolution, then:
 
(a)                                  The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
 
(b)                                  If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
 
(c)                                   All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
 
12.2                         Winding Up .  Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs, provided that, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership Property has been distributed pursuant to this Section 12.2 and the Certificate has been cancelled pursuant to the Act.  The Partnership Committee, or if the Partnership Committee shall not exist or it shall not be possible for the Partnership Committee to establish a quorum, such other liquidating trustee(s) as are appointed in accordance with the Act shall be the Liquidator.  The Liquidator shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and Property and, to the extent determined by the Liquidator, the Property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom together with any remaining Property, to the extent sufficient therefor, shall be applied and distributed in the following order:
 
(a)                                  First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;
 
(b)                                  Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the Partners; and
 
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(c)                                   The balance, if any, to the Partners and Interest Holders in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.
 
(d)                                  The Partners understand and agree that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, the Partners expressly waive any right which they, as creditors of the Partnership, might otherwise have under the Act to receive a distribution of assets pari passu with other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of liabilities of the Partnership, and hereby subordinate to said creditors any such right.
 
12.3                         Notice of Dissolution .  In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.1, result in a dissolution of the Partnership, the Partnership Committee shall, within 30 days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the Partnership Committee) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the Partnership Committee).
 
SECTION 13
MISCELLANEOUS
 
13.1                         Notices .
 
(a)                                  Whenever under the provisions of this Agreement or the Act notice is required to be given to any person, it shall not be construed to mean personal notice, but such notice may be given in writing, by registered mail, addressed to such person at such address as appears on the books of the Partnership, and such notice shall be deemed to be given at the time when the same shall be thus mailed.  Notice to Representatives may also be given by telegram.
 
(b)                                  Whenever any notice is required to be given under the provisions of this Agreement or the Act, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
 
13.2                         Headings .  Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
 
13.3                         Variation of Pronouns .  All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require.
 
13.4                         Governing Law .  The laws of the State of Delaware (without regard to the choice of law principles thereof) shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.
 
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13.5                         Waiver of Action for Partition; No Bill For Partnership Accounting .  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership Property.  To the fullest extent permitted by law, each of the Partners covenants that it will not (except with the consent of the Partnership Committee) file a bill for Partnership accounting.
 
13.6                         Implementation .  Each of the Partners agrees to promptly execute all instruments and to promptly do all other things necessary for the effectuation and implementation of this Agreement.
 
13.7                         Counterparts .  Any number of counterparts of this Agreement may be executed.  Each counterpart will be deemed to be an original instrument and all counterparts taken together will constitute one agreement.
 
13.8                         Execution; Effective Date .  Each of the parties hereto agrees as follows:
 
(a)                                  This Agreement will not be binding and effective until signed and executed by all the parties hereto.
 
(b)                                  Execution in counterparts shall be effective upon signing; provided that, if a counterpart is executed in escrow, such counterpart shall become effective prospectively when released from escrow.
 
13.9                         Initial Public Offering of OCI Resources LP and Exchange Act Reporting .  Notwithstanding anything herein to the contrary, no consent or approval of any Partner or the Partnership Committee shall be required in connection with the initial public offering of common units representing limited partner interests (the “ OCI Units ”) in OCI pursuant to the Registration Statement on Form S-1 (Registration No. 333-189838) (the “ IPO ”) and/or any subsequent transfer or issuance of such OCI Units to one or more third parties; provided that OCI Enterprises, Inc., either alone or together with one or more of its Affiliates, directly or indirectly controls the management and policies of OCI after such transfer or issuance, and such initial public offering (and subsequent transfers or issuances of OCI Units) shall not be subject to Section 10 or Section 11 of this Agreement nor cause any Partner to have any rights or obligations under Section 10 or Section 11 of this Agreement.  The parties hereto agree that the Transfer by OCI Co. of its limited partnership interests in the Partnership to OCI contemporaneously with the IPO is a Permitted Transfer to an Affiliate pursuant to Section 10.2(a) and each of the Partners hereby consents to such Transfer pursuant to Section 10.3(d).  In addition, notwithstanding anything herein to the contrary OCI shall be permitted to file and submit documents or agreements with the Securities and Exchange Commission, applicable securities exchanges and regulatory and self-regulatory organizations and compile, prepare and publicly disclose information regarding the Partnership, this Agreement and any matters related thereto, in each case to the extent required by applicable law, rule or regulation or the rules and regulations of any applicable securities exchange or as reasonably necessary in the view of OCI to conform to customary disclosure practices of other publicly traded master limited partnerships.  Each of OCI and NRP TRONA agrees that it or one of its Affiliates shall provide to the other a copy of each of its periodic reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K relating to the Partnership or its
 
43 

 
business, to be filed by it with the Securities and Exchange Commission two days prior to such filing; provided that each of OCI and NRP TRONA agrees not to use the information contained therein (except for a purpose directly related to the business of the Partnership) and to maintain the confidentiality of any such filing and the contents thereof and further agrees not to provide to any other Person copies of any such filing without the express prior written consent of OCI or NRP TRONA, as applicable; provided that each of OCI and NRP TRONA may provide such report: (i) to its accountants, internal and external auditors, legal counsel and other fiduciaries (who may be Affiliates) as long as any such Person agrees in writing to maintain the confidentiality thereof and not to disclose to any other Person any information contained therein and (ii) to other Persons if and to the extent required by law (including judicial or administrative order) provided that, to the extent legally permissible, OCI or NRP TRONA, as applicable, is given prior notice to enable it to seek a protective order or similar relief.  Notwithstanding the foregoing, information generally known to the public, including such periodic reports and all information contained in such reports after they have been filed by OCI or NRP TRONA, as applicable, with the Securities and Exchange Commission, shall not be considered confidential information for purposes of this Agreement and may be provided by OCI or NRP TRONA to any other Person.
 
13.10                  No Commingling of Funds or Accounts .  The General Partners shall not commingle the funds and accounts of the Partnership with any of their respective affiliates.
 
13.11                  Incurrence of Debt .  Without the prior written consent of each General Partner, the Partnership shall not from and after the date hereof (i) incur any debt for money borrowed, (ii) enter into any mortgage, deed of trust or guaranty, or (iii) enter into any indemnity bond in excess of $5 million, surety bond in excess of $5 million, performance bond in excess of $5 million, accommodation paper in excess of $5 million or endorsement in excess of $5 million.  In the event that the Partnership shall enter into any agreement relating to debt for money borrowed, mortgage, deed of trust, guaranty, indemnity bond, surety bond, performance bond, accommodation paper or endorsement not disclosed pursuant to clause (i), (ii) or (iii) of the immediately preceding sentence, each General Partner shall receive reasonably prompt prior notice thereof; provided, however, that nothing contained in this sentence to the contrary shall limit the right of any General Partner to vote against any such transaction pursuant to the Partnership Agreement.  It is expressly understood that the Partnership Credit Facility, and any borrowings thereunder, and all indebtedness, capital leases, notes, debentures and bonds existing as of the date hereof and all amendments, restatements, replacements, refinancing or other modifications with respect to and arising from such existing indebtedness, capital leases, notes, debentures and bonds shall not be subject to the restrictions imposed by this Section 13.11.
 
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IN WITNESS WHEREOF, the parties hereto have subscribed to this Agreement on the 18 th  day of July 2013, to be effective as provided in Paragraph 13.8 hereof.

 	OCI RESOURCES LP	
 	 	
 	By: OCI Resource Partners LLC, its general partner	
 	 	
 	By:	/s/ Kirk H. Milling	
 	 	Name:	Kirk H. Milling	
 	 	Title:	Chief Executive Officer, President and Director	

 	NRP TRONA LLC	
 	 	
 	By: NRP (Operating) LLC, its sole member	

 	By:	/s/ Wyatt Hogan	
 	 	Name:	Wyatt Hogan	
 	 	Title:	Vice President and General Counsel	

 	OCI WYOMING CO.	

 	By:	/s/ Kirk H. Milling	
 	 	Name:	Kirk H. Milling	
 	 	Title:	Chief Executive Officer, President and Director	

 
EXHIBIT A
 
PERIODIC REPORTS TO PARTNERS

Monthly Reports	 	Date Required	
 	 	 	
·	Controllers Report	 	25th of month Following	
 	 	 	 	
 	·	Income Statement	 	 	
 	·	Balance Sheet	 	 	
 	·	Cash Flow Statement	 	 	
 	·	Cost of Goods Sold Detail	 	 	
 	·	Schedule of Other Current Assets, Accrued Liabilities, Other Long Term Liabilities	 	 	
 	·	Schedule of Production, Inventories, Sales Volume, Sales Netback, Workforce, Fuel Cost	 	 	
 	·	Accounts Receivable Aging	 	 	
 	 	 	 	 	
·	Operations Report	 	15th of Month Following	
 	 	 	 	 	
 	·	Safety Performance	 	 	
 	·	Environmental Performance	 	 	
 	·	Operations	 	 	
 	·	Production	 	 	
 	·	Headcount by Cost Center	 	 	
 	·	Overtime	 	 	
 	·	Major Capital Projects	 	 	
 	 	 	 	 	
·	Trona Mining and Refining Report	 	5th of Month Following	
 	 	 	 	 	
 	·	Summary of Mine Production, Refinery Consumption, Inventories, and Shipments by Mineral Ownership	 	 	
 	·	Mine Production by Section	 	 	
 	 	 	 	 	
·	Energy Report	 	5th of Month Following	
 	 	 	 	 	
 	·	Energy Summary	 	 	
 	·	Power Cost	 	 	
 	·	Gas Reserve Transactions	 	 	
 
A-1 

 

Annual Reports	 	Date Required	
 	 	 	
·	Cost Center Report — December	 	25th of January	
 	 	 	(include with December Controller’s Report)	
 	 	 	 	
·	Preliminary Annual Budget	 	7th of September	
 	 	 	 	
 	·	Key Assumptions	 	 	
 	·	Sales Volumes and Prices	 	 	
 	·	Cost of Goods Detail	 	 	
 	·	Income Statement	 	 	
 	·	Cash Flow Statement	 	 	
 	·	Capital Expenditures Program	 	 	
 	 	 	 	 	
·	 	Final Annual Budget	 	1st of December	
 	 	 	 	 	
 	·	Key Assumptions	 	 	
 	·	Sales Volumes and Prices	 	 	
 	·	Cost of Goods Detail	 	 	
 	·	Income Statement	 	 	
 	·	Cash Flow Statement	 	 	
 	·	Capital Expenditures Program	 	 	
 	 	 	 	 	
·	Three Year Plan	 	1st of December (include with final annual budget)	
 	 	 	 	 	
 	·	Key Assumptions	 	 	
 	·	Sales Volumes and Prices	 	 	
 	·	Cost of Goods Detail	 	 	
 	·	Income Statement	 	 	
 	·	Cash Flow Statement	 	 	
 	·	Capital Expenditures Program	 	 	
 	 	 	 	 	
·	Audited Financial Statements	 	15th of April	
 	 	 	 	 	
Tax Information	 	Date Required	
 	 	 	
All returns, filings or other submissions filed with or submitted to any federal taxing jurisdiction	 	30 days prior to the due date (including extensions) of the submission	
 	 	 	
All returns, filings or other submissions filed with or submitted to any state or local taxing jurisdiction	 	15 days prior to the due date (including extensions) of the submission	
 	 	 	
All notices or other correspondence received from any federal, state or local taxing jurisdiction	 	Within 10 days after receipt	
 
A-2 

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 Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        We consent to the use in this Amendment No. 1 to Registration Statement No. 333-189838 of our report dated May 8, 2013, relating to the balance sheet of OCI Resources LP as of May 3, 2013, appearing in the Prospectus, which is part of this Registration Statement.
        We also consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
July 22, 2013

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Exhibit 23.1

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 Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        We consent to the use in this Amendment No. 1 to Registration Statement No. 333-189838 of our report dated May 8, 2013, relating to the consolidated financial statements of OCI Wyoming Holding Co. and subsidiary, appearing in the Prospectus, which is part of this Registration Statement.
        We also consent to the reference to us under the headings "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
July 22, 2013

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Exhibit 23.2

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 Exhibit 23.5
CONSENT OF HOLLBERG PROFESSIONAL GROUP, PC
        We hereby consent to the reference to our firm in the Amendment No. 1 to the Registration Statement on Form S-1 and related Prospectus of OCI Resources LP for the registration of common units representing limited partner interests in OCI Resources LP. We hereby further consent to the use of the information contained in our report, dated as of May 8, 2013, relating to estimates of reserves of OCI Wyoming, L.P. located in the Green River Basin of Wyoming.

			
/s/ Kurt F. Hollberg

Hollberg Professional Group, PC
Englewood, Colorado
July 22, 2013	 	 	

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Exhibit 23.5