0001193125-13-022352 Sample Contracts

OMNIBUS AGREEMENT
Omnibus Agreement • January 24th, 2013 • SunCoke Energy, Inc. • 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.”

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • January 24th, 2013 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of January 24, 2013 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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