TAX SHARING AGREEMENT DATED AS OF [ ] BY AND AMONG SUNOCO, INC. AND SUNCOKE ENERGY, INC. (for itself and on behalf of each member of the SpinCo Group)Tax Sharing Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], by and among Sunoco, Inc., a Pennsylvania corporation (“Distributing”), and SunCoke Energy, Inc., a Delaware corporation and a wholly owned subsidiary of Distributing (“SpinCo”), for itself and on behalf of each member of the SpinCo Group (as defined below).
AMENDED AND RESTATED COKE PURCHASE AGREEMENT by and between Middletown Coke Company, Inc. and AK Steel Corporation Dated September 1, 2009Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS AMENDED AND RESTATED COKE PURCHASE AGREEMENT dated as of September 1, 2009 (the “Effective Date”), is made by and between Middletown Coke Company, Inc., a Delaware corporation (“Seller”) and AK Steel Corporation, a Delaware Corporation (“Purchaser”). This Agreement is a companion accord to the Amended and Restated Energy Sales Agreement between Seller and Purchaser dated concurrently with this Agreement (the “Related Energy Sales Agreement”) and the Agreement Regarding Expedited Equipment Purchases between Seller and Purchaser dated as of March 4, 2008, as amended (the “Equipment Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SUNOCO, INC. AND SUNCOKE ENERGY, INC. DATED AS OF [—], 2011Separation and Distribution Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 2011 (this “Agreement”), is by and between Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), and SunCoke Energy, Inc., a Delaware corporation (“SunCoke”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS COKE PURCHASE AGREEMENT dated as of August 31, 2009 (the “Effective Date”), is made by and between Haverhill North Coke Company, a Delaware corporation (“Seller”) and AK Steel Corporation, a Delaware corporation (“Purchaser”). This Agreement is a companion accord to the Energy Sales Agreement between Seller and Purchaser dated concurrently with this Agreement (the “Related Energy Sales Agreement”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS COKE PURCHASE AGREEMENT dated as of October 28, 2003, is made by and between Haverhill North Coke Company, a Delaware corporation (“Seller”), on the one hand, and ISG Cleveland Inc., a Delaware corporation, ISG Indiana Harbor, Inc., a Delaware corporation, and ISG Sparrows Point, Inc., on the other (each, a “Purchaser” and, collectively, the “Purchasers”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
THIS amendment to that certain Coke Purchase Agreement, dated as of October 29, 2003 and amended as of December 2003 and May 7, 2008 (collectively, the “Coke Supply Agreement”) by and between Haverhill North Coke Company (“Seller”), on the one hand, and ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor LLC (f/k/a 1SG Indiana Harbor Inc.) (collectively, “Purchasers”), on the other, is dated as of May 8, 2008.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS AMENDMENT NO. 4 TO COKE PURCHASE AGREEMENT (this “Amendment”), dated as of January 26, 2011, is made by and between HAVERHILL NORTH COKE COMPANY (“Seller”), on one hand, and ARCELORMITTAL CLEVELAND INC. (f/k/a ISG Cleveland Inc.) and ARCELORMITTAL INDIANA HARBOR LLC (f/k/a ISG Indiana Harbor Inc.) (collectively, “Purchasers”), on the other hand.
AMENDMENT NO. 1 to COKE PURCHASE AGREEMENT By and Between HAVERHILL NORTH COKE COMPANY and ISG CLEVELAND INC., ISG INDIANA HARBOR INC., AND ISG SPARROWS POINT INC. Dated: December 5, 2003Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
THIS agreement amends that certain COKE PURCHASE AGREEMENT, dated as of October 29, 2003 (the “Base Agreement”), by and between HAVERHILL NORTH COKE COMPANY, a Delaware corporation (hereinafter “Seller”), on the one hand, and ISG CLEVELAND INC., a Delaware corporation, ISG INDIANA HARBOR INC., a Delaware corporation, and ISG SPARROWS POINT INC., a Delaware corporation (collectively, the “Purchasers”), on the other.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Supply Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS AMENDMENT NO. 3 TO COKE SUPPLY AGREEMENT (this “Amendment”), dated as of January 26, 2011, is made by and between JEWELL COKE COMPANY, L.P. (“Seller”), on one hand, and ARCELORMITTAL CLEVELAND INC. (f/k/a ISG Cleveland Inc.) and ARCELORMITTAL INDIANA HARBOR LLC (f/k/a ISG Indiana Harbor Inc.) (collectively, “Purchasers”), on the other hand.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Processing Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
THIS GUARANTY, dated as of August [insert], 2007, (“Guaranty”), is made by SunCoke Energy, Inc., a Delaware corporation and Sun Coal and Coke Company a Delaware corporation (collectively referred to herein as “Guarantor”), for the benefit of United States Steel Corporation, a Delaware corporation (“US Steel”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
This SUPPLEMENT TO THE COKE PURCHASE AGREEMENT (this “Supplement”), dated as of February 3, 2011, is by and between Indiana Harbor Coke Company, L.P. (“IHCC”) and ArcelorMittal USA LLC (formerly known as ArcelorMittal USA Inc. and successor to Inland Steel Company) (“AMUSA”). IHCC and AMUSA are referred to herein individually as a “Party” and collectively as the “Parties.”
STEAM SUPPLY AND PURCHASE AGREEMENT Effective as of January 1, 2011 between HAVERHILL NORTH COKE COMPANY and SUNOCO, INC. (R&M)Steam Supply and Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
This STEAM SUPPLY AND PURCHASE AGREEMENT (“Agreement”), entered into on October 19, 2010 and effective as of January 1, 2011 (the “Effective Date”), by and between Haverhill North Coke Company, a Delaware corporation (“Haverhill”), and Sunoco, Inc. (R&M), a Pennsylvania corporation (“Sunoco”).
Amendment No. 1 to Employment Letter AgreementEmployment Letter Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
This Amendment No. 1 to Employment Letter Agreement is dated as of May 25, 2011 (the “Amendment”), and it amends that certain employment letter offer, dated as of September 2, 2010, made by Sunoco, Inc. (“Sunoco”) and accepted by Mr. Frederick A. Henderson (“Employee”) (such offer letter and acceptance being, the “Employment Letter Agreement”). This Amendment is adopted, executed and agreed to by Sunoco and Employee.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Guaranty Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Indiana
This Amended and Restated Coke Purchase Agreement, dated as of February 19, 1998 (this “Coke Purchase Agreement”), is by and between Indiana Harbor Coke Company, L.P., a Delaware limited partnership, qualified to do business in Indiana (“Seller”), and Inland Steel Company, a Delaware corporation. (“Purchaser”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Purchase Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Indiana
This Amendment to Coke Purchase Agreement and Letter Agreement, Consent to Permit Modification, and Mutual Release (“Agreement”) is by and between Ispat Inland Inc., a Delaware corporation (formerly known as Inland Steel Company) (“Ispat Inland”), and Indiana Harbor Coke Company, L.P., a Delaware limited partnership (“IHCC”):
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Supply Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
GUARANTY, KEEP WELL, AND INDEMNIFICATION AGREEMENT by and among SUNOCO, INC. SUNCOKE ENERGY, INC. and the other Parties hereto Dated as of , 2011Indemnification Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This GUARANTY, KEEP WELL, AND INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , 2011, is by and among Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), SunCoke Energy, Inc., a Delaware corporation (“SunCoke”), and the other entities signatory to this Agreement (together with SunCoke and each other member of the SunCoke Group that executes a Joinder to this Agreement in accordance with Section 2.01(b), each, a “SunCoke Group Obligor” and collectively, the “SunCoke Group Obligors”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Processing Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
THIS FIRST AMENDMENT (this “First Amendment”), dated as of November 1, 2010, 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 11400 Parkside Plaza, Knoxville, Tennessee 37934 (“Provider”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Coke Supply Agreement • June 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
THIS AMENDED AND RESTATED COKE SUPPLY AGREEMENT, dated as of October 28th, 2003 (the “Agreement”), is by and between JEWELL COKE COMPANY, L.P., a Delaware Limited Partnership, (hereinafter “Jewell”), on the one hand, and ISG CLEVELAND INC., a Delaware corporation, ISG INDIANA HARBOR INC., a Delaware corporation, and ISG SPARROWS POINT INC., a Delaware corporation (collectively, the “Purchasers”), on the other.
