0001628280-15-000974 Sample Contracts

RESTRICTED SHARE UNIT AGREEMENT under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
Restricted Share Unit Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Restricted Share Unit Agreement (the “Agreement”), is entered into as of __________________ (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and _________________________, an employee of SunCoke or one of its Affiliates (the “Participant”).

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AMENDMENT NO. 2 TO OMNIBUS AGREEMENT
Omnibus Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

THIS AMENDMENT NO. 2 TO OMNIBUS AGREEMENT (this “Second Amendment”) is entered into effective as of January 13, 2015 (the “Second Amendment 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 Second Amendment each as a “Party” and collectively as the “Parties.”

PERFORMANCE SHARE UNIT AGREEMENT under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
Performance Share Unit Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Performance Share Unit Agreement (the “Agreement”), is entered into as of __________________________ (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and ______________________, an employee of SunCoke or one of its Affiliates (the “Participant”).

AND FEED WATER PROCESSING AGREEMENT
Coke Sale and Feed Water Processing Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)

THIS SECOND AMENDMENT (this "Second Amendment"), dated as of July 6, 2011, is made by and between United States Steel Corporation, a Delaware corporation, with a principal office and place of business located at 600 Grant Street, Pittsburgh, Pennsylvania 15219-2800 ("Off-Taker") and Gateway Energy & Coke Company, LLC, a Delaware limited liability company, with a principal office and place of business located at 1011 Warrenville Road, Suite 600, Lisle, IL 60532 ("Provider").

STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Stock Option Agreement (the “Agreement”) entered into as of __________________________________ (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and __________________________, who is an employee of SunCoke or one of its Affiliates (the “Participant”);

THIRD AMENDMENT TO COKE SALE AND FEED WATER PROCESSING AGREEMENT
Coke Sale and Feed Water Processing Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

THIS THIRD AMENDMENT (this “Third Amendment”), dated as of January 12, 2015, is made by and among United States Steel Corporation, a Delaware corporation, with a principal office and place of business located at 600 Grant Street, Pittsburgh, Pennsylvania 15219-2800 (“Off-Taker”), Gateway Energy & Coke Company, LLC, a Delaware limited liability company, with a principal office and place of business located at 1011 Warrenville Road, Suite 600, Lisle, IL 60532 (“Provider”) and Gateway Cogeneration Company LLC, a Delaware limited liability company that is a wholly owned direct subsidiary of Provider, with a principal office and place of business located at 1011 Warrenville Road, Suite 600, Lisle, IL 60532 (“Feed Water Processor”). The foregoing named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • February 24th, 2015 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of January 13, 2015, is among SunCoke Energy, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities signatories hereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).

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