13,500,000 Common Units SUNCOKE ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2013 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNCOKE ENERGY PARTNERS, L.P.Agreement • January 24th, 2013 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNCOKE ENERGY PARTNERS, L.P. dated as of January 24, 2013, is entered into by and between SunCoke Energy Partners GP LLC, a Delaware limited liability company, as the General Partner, and Sun Coal & Coke LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
OMNIBUS AGREEMENTOmnibus Agreement • January 24th, 2013 • 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 January 24, 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.”
CREDIT AGREEMENT among SUNCOKE ENERGY PARTNERS, L.P., HAVERHILL COKE COMPANY LLC, MIDDLETOWN COKE COMPANY, LLC, HAVERHILL COGENERATION COMPANY LLC, MIDDLETOWN COGENERATION COMPANY LLC and CERTAIN OTHER SUBSIDIARIES OF SUNCOKE ENERGY PARTNERS, L.P., as...Credit Agreement • January 24th, 2013 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
CREDIT AGREEMENT (this “Agreement”), dated as of January 24, 2013, among, SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), each direct or indirect subsidiary of the MLP listed as a “Borrower” on the signature pages hereto or which may from time to time become a party hereto as a “Borrower” (together with the MLP, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. MORGAN SECURITIES LLC, RBS SECURITIES INC., and BARCLAYS BANK PLC, as joint lead arrangers and joint bookrunners, and JPMORGAN CHASE BANK, N.A., as administrative agent.
SUNCOKE ENERGY PARTNERS, L.P. SUNCOKE ENERGY PARTNERS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.375% SENIOR NOTES DUE 2020 INDENTURE Dated as of January 24, 2013 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As TrusteeIndenture • January 24th, 2013 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE dated as of January 24, 2013 among SunCoke Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), SunCoke Energy Partners Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
CONTRIBUTION AGREEMENT by and among SUNCOKE ENERGY PARTNERS, L.P., SUNCOKE ENERGY PARTNERS GP LLC, and SUN COAL & COKE LLC Dated as of January 23, 2013Contribution Agreement • January 24th, 2013 • SunCoke Energy Partners, L.P. • Steel works, blast furnaces & rolling mills (coke ovens)
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 23, 2013 is made by and among Sun Coal & Coke LLC, a Delaware limited liability company (“SC&C”), SunCoke Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and SunCoke Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
