0001193125-12-497245 Sample Contracts

l ] Common Units SUNCOKE ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • December 11th, 2012 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
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FORM OF OMNIBUS AGREEMENT
Omnibus Agreement • December 11th, 2012 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens)

THIS OMNIBUS AGREEMENT (this “Agreement”), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of [ ], 2013 (the “Effective Date”), and is by and among SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), SUNCOKE ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and SUNCOKE ENERGY, INC., a Delaware corporation (the “Sponsor”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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