Item 1.01 Entry into a Material Definitive Agreement.
2021 Ciner Wyoming Credit Facility
On October 28, 2021, Ciner Wyoming LLC, a Delaware limited liability company
("Ciner Wyoming"), entered into a new $225.0 million senior secured revolving
credit facility (the "Ciner Wyoming Credit Facility") with each of the lenders
listed on the respective signature pages thereof and Bank of America, N.A., as
administrative agent, swing line lender and letter of credit issuer. The Ciner
Wyoming Credit Facility matures on October 28, 2026.
The Ciner Wyoming Credit Facility provides, among other things:
•a sublimit up to $40.0 million for the issuance of standby letters of credit
and a sublimit up to $20.0 million for swingline loans;
•an accordion feature that enables Ciner Wyoming to increase the revolving
borrowings under the Ciner Wyoming Credit Facility by up to an additional $250.0
million (subject to certain conditions);
•in addition to the aforementioned revolving borrowings an ability to incur up
to $225 million of additional term loan facility indebtedness to finance Ciner
Wyoming's capacity expansion capital expenditures; (subject to certain
conditions);
•a pledge by Ciner Wyoming of substantially all of Ciner Wyoming's assets
(subject to certain exceptions), including: (i) all present and future shares of
any subsidiaries of Ciner Wyoming (whether now existing or hereafter created)
and (ii) all personal property of Ciner Wyoming (subject to certain conditions);
•contains various covenants and restrictive provisions that limit (subject to
certain exceptions) Ciner Wyoming's ability to: (i) incur certain liens or
permit them to exist; (ii) incur or guarantee additional indebtedness; (iii)
make certain investments and acquisitions related to Ciner Wyoming's operations
in Wyoming); (iv) merge or consolidate with another company; (v) transfer, sell
or otherwise dispose of assets, (vi) make distributions; (vii) change the nature
of Ciner Wyoming's business; and (viii) enter into certain transactions with
affiliates;
•a requirement to maintain a quarterly consolidated leverage ratio of not more
than 3.25:1:00; provided, however, subject to certain conditions, Ciner Wyoming
shall have the ability to increase the maximum consolidated leverage ratio to
3.75:1.00 for a year while Ciner Wyoming is undertaking capacity expansion
capital expenditures;
•a requirement to maintain a quarterly consolidated interest coverage ratio of
not less than 3.00:1.00; and
•customary events of default including (i) failure to make payments required
under the Ciner Wyoming Credit Facility, (ii) events of default resulting from
failure to comply with covenants and financial ratios, (iii) the occurrence of a
voluntary change of control as a result of which Ciner Wyoming is directly or
indirectly controlled by persons or entities not currently directly or
indirectly controlling Ciner Wyoming, (iv) the institution of insolvency or
similar proceedings against Ciner Wyoming, and (v) the occurrence of a cross
default under any other material indebtedness Ciner Wyoming may have. Upon the
occurrence of an event of default, in their discretion, the Ciner Wyoming Credit
Facility lenders may exercise certain remedies, including, among others,
accelerating the maturity of any outstanding loans, accrued and unpaid interest
and all other amounts owing and payable such that all amounts thereunder will
become immediately due and payable, and if not timely paid upon such
acceleration, to charge Ciner Wyoming a default rate of interest on all amounts
outstanding under the Ciner Wyoming Credit Facility. Upon the occurrence of an
involuntary change of control and after the passage of time as specified in the
Ciner Wyoming Credit Facility, Ciner Wyoming's debt thereunder would be
accelerated.
In addition, loans under the Ciner Wyoming Credit Facility (other than any
swingline loans) will bear interest at Ciner Wyoming's option at either:
•a base rate, which equals the highest of (i) Bank of America's prime rate, (ii)
the federal funds rate then in effect on such day, plus 0.50%; (iii) one-month
Bloomberg Short-Term Bank Yield Index ("BSBY") adjusted daily rate, plus

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1.0%; and (iv) 1.0%, plus, in each case, an applicable margin range from 0.50%
to 1.75% based on the consolidated leverage ratio of Ciner Wyoming; or
•a BSBY rate for interest periods of one, three or six months, plus, in each
case, an applicable margin range from 1.50% to 2.75% based on the consolidated
leverage ratio of Ciner Wyoming.
In addition, if a BSBY rate ceases to exist for any period, loans under the
Ciner Wyoming Credit Facility will bear interest based on alternative indexes
(including the secured overnight financing rate), plus an applicable margin. The
unused portion of the Ciner Wyoming Credit Facility is subject to a quarterly
fee ranging from 0.225% to 0.350% based on the consolidated leverage ratio of
Ciner Wyoming.

Third Amendment to Ciner Wyoming Equipment Financing Arrangement
On October 28, 2021, in connection with the entry into the Ciner Wyoming Credit
Facility (which replaced the Prior Ciner Wyoming Credit Facility), Ciner Wyoming
Banc of America Leasing & Capital, LLC, as lender (the "Equipment Financing
Lender"), entered into the Third Amendment to the Master Loan and Security
Agreement, dated as of March 25, 2020 (as amended, the "Master Agreement"), in
order to amend and restate all covenants that are based upon a specified level
or ratio relating to assets, liabilities, indebtedness, rentals, net worth, cash
flow, earnings, profitability, or any other accounting-based measurement or test
to conform with the Ciner Wyoming Credit Facility.
In the ordinary course of their respective businesses, the lenders under the
Ciner Wyoming Credit Facility and the Master Agreement and their respective
affiliates have engaged, and may in the future engage, in commercial banking,
investment banking, financial advisory or other services with Ciner Wyoming for
which they have in the past and/or may in the future receive customary
compensation and expense reimbursement.
The foregoing descriptions of the Ciner Wyoming Credit Facility and Third
Amendment to the Master Agreement are qualified in their entirety by reference
to the complete text of the Ciner Wyoming Credit Facility and Third Amendment to
the Master Agreement, copies of which are filed herewith as Exhibits 10.1 and
Exhibit 10.2, respectively, and incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number                Description
                              Credit Agreement, dated as of October 28,

2021, by and among Ciner Wyoming


                              LLC, the lenders
                              listed on the respective signature pages

thereof and Bank of America, N.A.,


  10.1                        as administrative agent, swing line lender

and a letter of credit issuer


                              Amendment Number 003 to Master Loan and

Security Agreement, dated as of

October 28, 2021 by and between Banc of

America Leasing & Capital, LLC, as


  10.2                        lender, and Ciner Wyoming LLC, as borrower.
104                           Cover Page Interactive Data File (embedded

within the Inline XBRL document).

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