FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2019 (this “Amendment”), is entered into among SunCoke Energy, Inc., a Delaware corporation (the “Parent”), SunCoke Energy Partners, L.P., a Delaware limited partnership (“SXCP”), the Lenders party hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS
A. The Parent, SXCP, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement, dated as of August 5, 2019 (as amended or modified, the “Credit Agreement”).
B. The Parent and SXCP have requested the Lenders amend the Credit Agreement as set forth below.
C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
AGREEMENT
1. Amendments to Credit Agreement.
(a) The definition of “Loan Documents” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:
“Loan Documents”: this Agreement, the Security Documents, the Notes, the Fee Letter, any joinder or similar agreement entered into pursuant to Section 2.25 and any amendment, waiver, supplement or other modification to any of the foregoing.
(b) A new Section 2.25 is hereby added to the Credit Agreement to read as follows:
2.25 Additional Borrowers.
(a) The Parent may at any time, upon not less than 15 Business Days’ written notice to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any wholly-owned domestic Restricted Subsidiary as a “Borrower” to receive extensions of credit hereunder. The Administrative Agent shall promptly notify the Lenders. Thereafter, the Administrative Agent shall send a joinder agreement or other similar
agreement in form and substance satisfactory to the Administrative Agent specifying the effective date upon which such wholly-owned domestic Restricted Subsidiary shall constitute a Borrower for purposes hereof. Upon the execution of such agreement by the Parent, such Restricted Subsidiary and the Administrative Agent, such Restricted Subsidiary shall be a Borrower and permitted to receive extensions of credit hereunder, on the terms and conditions set forth herein and therein, and such Restricted Subsidiary otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Application may be submitted by or on behalf of such newly-designated Borrower until the date 5 Business Days after such effective date. The parties hereto acknowledge and agree that, prior to any wholly-owned domestic Restricted Subsidiary becoming entitled to utilize the credit facilities provided for in this Agreement, the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, “know-your-customer” information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion.
(b) The Parent may from time to time, upon not less than 10 Business Days’ written notice to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Restricted Subsidiary’s status as a “Borrower”, provided that there are no outstanding credit extensions payable by such Borrower, or other amounts payable by such Borrower on account of any credit extensions made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
2. Effectiveness; Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Parent, SXCP, the Required Lenders and the Administrative Agent and acknowledged by the Guarantors.
3. Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original.
4. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
BORROWERS: SUNCOKE ENERGY, INC.,
a Delaware corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
SUNCOKE ENERGY PARTNERS, L.P.,
a Delaware limited partnership
By: SunCoke Energy Partners GP, LLC
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., |
as Administrative Agent
By: /s/Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
LENDERS: | BANK OF AMERICA, N.A., |
as a Lender
By: /s/Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
ABN AMRO CAPITAL USA LLC,
as a Lender
By: /s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Executive Director
BMO XXXXXX BANK, N.A.,
as a Lender
By: /s/Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
CITIBANK, N.A.,
as a Lender
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXX BANK USA,
as a Lender
By: /s/Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By: /s/Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: /s/Xxxxxxxxxxx Xxxxxxx
Name: Xxxxxxxxxxx Xxxxxxx
Title: Authorized Signatory
Each of the undersigned (a) affirms all of its obligations under that certain Second Amended and Restated Guarantee and Collateral Agreement, dated as of August 5, 2019, among each of the undersigned and the Administrative Agent in connection with the Credit Agreement as amended by this Amendment and (b) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under Second Amended and Restated Guarantee and Collateral Agreement.
GUARANTORS:
CEREDO LIQUID TERMINAL, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
CMT LIQUIDS TERMINAL, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
ELK RIVER MINERALS CORPORATION,
a Delaware corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
FF FARM HOLDINGS LLC,
a Delaware limited liability company
By: /s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Controller
GATEWAY COGENERATION COMPANY LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
GATEWAY ENERGY & COKE COMPANY, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
HAVERHILL COGENERATION COMPANY LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
HAVERHILL COKE COMPANY LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
INDIANA HARBOR COKE COMPANY,
a Delaware corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
INDIANA HARBOR COKE CORPORATION,
an Indiana corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
XXXXXX COAL AND COKE COMPANY, INC.,
a Virginia corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
XXXXXX XXXX ACQUISITION COMPANY,
a Virginia corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
XXXXXX XXXX COMPANY, L.P.,
a Delaware limited partnership
By: Xxxxxx Xxxx Acquisition Company, its general partner
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
XXXXXX RESOURCES CORPORATION,
a Virginia corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
KANAWHA RIVER TERMINALS, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
MARIGOLD DOCK, INC.,
a Delaware corporation
By: /s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Controller & Treasurer
MIDDLETOWN COGENERATION COMPANY LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
MIDDLETOWN COKE COMPANY, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President & Chief Financial Officer
RAVEN ENERGY LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
SUN COAL & COKE LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
SUNCOKE ENERGY PARNTERS FINANCE CORP.,
a Delaware corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: President
SUNCOKE ENERGY SOUTH SHORE LLC,
a Delaware limited liability company
By: Sun Coal & Coke LLC, its manager
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
SUNCOKE LAKE TERMINAL LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
SUNCOKE LOGISTICS LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
SUNCOKE TECHNOLOGY AND DEVELOPMENT LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
SUNCOKE DOMESTIC FINANCE CORP.,
a Delaware corporation
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: President
SUNCOKE ENERGY PARNTERS GP LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President and Chief Financial Officer
DISMAL RIVER TERMINAL, LLC,
a Delaware limited liability company
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
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