OCIP Oci Partners LP Common Units Representing Limited Partner Interests (delisted)

On March 13, 2018, OCI Partners LP (the “ Partnership ”) successfully completed the closing of a $455.0 million secured term loan credit facility and a $40.0 million revolving credit facility established pursuant to a Credit Agreement, dated as of March 13, 2018 (the “ Credit Agreement ”), among the Partnership, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The revolving credit facility includes a $20.0 million letter of credit sub-limit.

The term loans were made pursuant to the Credit Agreement in a single borrowing of an aggregate principal amount of $455.0 million on March 13, 2018. The Partnership used the proceeds of the Term Facility to (a) repay in full existing indebtedness of OCI Beaumont LLC, a wholly owned subsidiary of the Partnership (“ OCIB ”), pursuant to (i) the Term Loan Credit Agreement, dated as of August 20, 2013, among OCIB, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent, and (ii) the Revolving Credit Agreement, dated as of April 4, 2014, among OCIB, as borrower, and Bank of America, N.A., as administrative agent, (b) repay in full existing intercompany debt and intercompany payables owed by OCIB to OCI USA Inc. and (c) pay fees and expenses in accordance with the foregoing.

The Partnership’s obligations under the Credit Agreement are secured by a first priority lien on substantially all of the tangible and intangible assets of OCIB and the Partnership. The term loans mature on March 13, 2025, and amortize in quarterly installments equal to 0.25% of the original principal amount thereof. The revolving credit facility matures on March 13, 2020. The initial interest rate on the term loans will accrue interest at a rate equal to, at the Partnership’s option, LIBOR plus 4.25% or a base rate plus 3.25%. Outstanding principal amounts under the revolving credit facility bear interest at an initial interest rate of, at the Partnership’s option, LIBOR plus 3.75% or a base rate plus 2.25%. The interest rate margin for both the revolving credit facility and the term loans are subject to reduction based on changes in our first lien leverage ratio and/or total leverage ratio from time to time.

The Credit Agreement contains provisions for acceleration of the maturity and mandatory prepayment of the term loans and other obligations thereunder upon the occurrence of certain stated events and also for optional prepayments on account of principal of the term loans prior to the maturity thereof upon the terms and conditions specified therein, including a 1% prepayment premium for repricing transactions occurring within 12 months of closing. In addition, the Credit Agreement contains customary covenants by the Partnership and default provisions for the benefit of the lenders, including a requirement that we maintain, on a quarterly basis, (i) a senior secured net leverage ratio not in excess of 5.25:1.00 and (ii) solely for the benefit of the revolving credit facility, an interest coverage of not less than 2.00:1.00. The Credit Agreement permits the Partnership to make any distributions so long as no event of default has occurred and is continuing and the Partnership is in pro forma compliance with the financial maintenance covenants.

The foregoing description of the Credit Agreement and the term loans and revolving credit facility is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 2.03 by reference.