EX-10.2



 Exhibit 10.2 

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

WHEREAS, pursuant to Section 13.12(g) the Credit Agreement and any other Credit Document may be amended, supplemented or modified by the
Credit Parties and the Administrative Agent to cure an obvious error or any error or omission of a technical or immaterial nature; 

WHEREAS, the Credit Parties and the Administrative Agent desire to the amend the Credit Agreement and certain other Credit Documents to cure
certain errors on the terms set forth herein; 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1.
Amendments to the Credit Agreement. Effective as of the Amendment No. 3 Effective Date, the Credit Agreement is hereby amended as follows: 

(a) The definition of “Hedging Agreement” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following: 
 “Hedge Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices. 

(b) All references to “Hedging Agreement” or “Hedging Agreements” in the Credit Agreement and the Credit Documents are
hereby deemed to be references to “Hedge Agreement” or “Hedge Agreements”, respectively. 
 (c) Section 10.01(ii) is
hereby amended and restated in its entirety as follows: 
 “(ii) Liens in respect of property or assets of the Borrower or its
Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ liens and
other similar Liens arising in the ordinary course of business not overdue or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets and
for which adequate reserves have been established in accordance with U.S. GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization); 







 SECTION 2. Amendment to the Intercompany Subordination Agreement. Effective as of the
Amendment No. 3 Effective Date, the Intercompany Subordination Agreement is hereby amended as follows: 
 Section 1 is hereby
amended to delete the words “, to the prior payment in full of all Obligations of any such Obligor now or hereafter existing under the Credit Agreement and the other Credit Documents” from the first sentence of such Section. 

SECTION 3. Representations and Warranties: Each of the Credit Parties represents and warrants to the Administrative Agent and the
Lenders as of the Amendment No. 3 Effective Date (as defined below) that: 
 (a) All representations and warranties of
the Borrower and each other Credit Party contained in Section 8 of the Credit Agreement or any other Credit Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified
by materiality) on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all
respects if any such representation or warranty is already qualified by materiality) as of such earlier date; and 
 (b) No
Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 3 Effective Date. 
 SECTION 4.
Conditions of Effectiveness. Sections 1 and 2 of this Amendment shall become effective on the date (such date being referred to as the “Amendment No. 3 Effective Date”, which date is June 13, 2014) that the
Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) the MLP, (C) Holdings and (D) the Administrative Agent. 

SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. As of the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or
words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and
be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Credit Document. 

SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and
the Administrative Agent. 
 SECTION 7. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE CREDIT AGREEMENT OR THE SECURITY DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

  
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 SECTION 8. Headings Descriptive. The headings of the several Sections and subsections of
this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. 

[SIGNATURE PAGES FOLLOW] 

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

					
	OCI BEAUMONT LLC
		
	By:	 	 /s/ Frank Bakker

		 	Name:	 	Frank Bakker
		 	Title:	 	CEO
	
	OCI USA INC.
		
	By:	 	 /s/ Kevin Struve

		 	Name:	 	Kevin Struve
		 	Title:	 	President and Secretary
	
	OCI PARTNERS LP
		
	By:	 	 /s/ Frank Bakker

		 	Name:	 	Frank Bakker
		 	Title:	 	CEO


 [Amendment No. 3] 








					
	BANK OF AMERICA, N.A.,
	    as Administrative Agent
		
	By:	 	 /s/ Darren Bielawski

		 	Name:	 	Darren Bielawski
		 	Title:	 	Vice President

 [Amendment No. 3]