EX-10.2



 Exhibit 10.2 

CUSIP: 86723DAE6 
  

 
  

AMENDED AND RESTATED CREDIT AGREEMENT 

among 
 SUNCOKE ENERGY PARTNERS,
L.P., HAVERHILL COKE COMPANY LLC, 
 MIDDLETOWN COKE COMPANY, LLC, HAVERHILL COGENERATION COMPANY LLC, 

MIDDLETOWN COGENERATION COMPANY LLC, SUNCOKE LAKE TERMINAL LLC, 

SUNCOKE LOGISTICS LLC, MARIGOLD DOCK, INC., CEREDO LIQUID TERMINAL, LLC, 

KANAWHA RIVER TERMINALS, LLC, GATEWAY ENERGY & COKE COMPANY, LLC, and 

GATEWAY COGENERATION COMPANY LLC 

and 
 CERTAIN OTHER SUBSIDIARIES
OF SUNCOKE ENERGY PARTNERS, L.P., 
 as joint and several Borrowers, 

The Several Lenders from Time to Time Parties Hereto, 

ABN AMRO CAPITAL USA LLC, 
 as
Syndication Agent, 
 THE TORONTO-DOMINION BANK, NEW YORK BRANCH, 

as Documentation Agent 
 and 

BANK OF AMERICA, N.A., 
 as
Administrative Agent 
 Dated as of May 24, 2017 
  

 
  

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

ABN AMRO SECURITIES (USA) LLC, 
 and

 TD SECURITIES (USA) LLC 
 as
Joint Lead Arrangers and Joint Bookrunners 







 CONTENTS 
  

							
	 	  	 	  	Page	 
		
	 Section 1 DEFINITIONS
	  	 	6	 
			
	 1.1
	  	Defined Terms	  	 	6	 
	 1.2
	  	Other Definitional Provisions	  	 	40	 
	 1.3
	  	Joint and Several Obligations; Borrowers’ Agent	  	 	41	 
		
	 Section 2 AMOUNT AND TERMS OF COMMITMENTS
	  	 	41	 
			
	 2.1
	  	Revolving Commitments	  	 	41	 
	 2.2
	  	Procedure for Revolving Loan Borrowing	  	 	41	 
	 2.3
	  	[Reserved]	  	 	42	 
	 2.4
	  	[Reserved]	  	 	42	 
	 2.5
	  	Repayment of Term Loans	  	 	42	 
	 2.6
	  	Swingline Commitment	  	 	42	 
	 2.7
	  	Procedure for Swingline Borrowing; Refunding of Swingline Loans	  	 	42	 
	 2.8
	  	Commitment Fees, etc	  	 	44	 
	 2.9
	  	Termination or Reduction of Revolving Commitments	  	 	44	 
	 2.10
	  	Optional Prepayments	  	 	44	 
	 2.11
	  	Mandatory Prepayments	  	 	45	 
	 2.12
	  	Conversion and Continuation Options	  	 	45	 
	 2.13
	  	Limitations on Eurodollar Tranches	  	 	46	 
	 2.14
	  	Interest Rates and Payment Dates	  	 	46	 
	 2.15
	  	Computation of Interest and Fees	  	 	46	 
	 2.16
	  	Inability to Determine Interest Rate	  	 	47	 
	 2.17
	  	Pro Rata Treatment and Payments	  	 	48	 
	 2.18
	  	Requirements of Law	  	 	49	 
	 2.19
	  	Taxes	  	 	50	 
	 2.20
	  	Indemnity	  	 	55	 
	 2.21
	  	Change of Lending Office	  	 	55	 
	 2.22
	  	Replacement of Lenders	  	 	55	 
	 2.23
	  	Defaulting Lenders	  	 	56	 
	 2.24
	  	Incremental Facilities	  	 	58	 
		
	 Section 3 LETTERS OF CREDIT
	  	 	60	 
			
	 3.1
	  	L/C Commitment	  	 	60	 
	 3.2
	  	Procedure for Issuance of Letter of Credit	  	 	60	 
	 3.3
	  	Fees and Other Charges	  	 	61	 
	 3.4
	  	L/C Participations	  	 	61	 
	 3.5
	  	Reimbursement Obligation of the Borrowers	  	 	62	 
	 3.6
	  	Obligations Absolute	  	 	62	 
	 3.7
	  	Letter of Credit Payments	  	 	62	 
	 3.8
	  	Applications	  	 	63	 
	 3.9
	  	Additional Issuing Lenders; Monthly Reports	  	 	63	 
	 3.10
	  	Letters of Credit Issued for Restricted Subsidiaries	  	 	63	 
		
	 Section 4 REPRESENTATIONS AND WARRANTIES
	  	 	63	 
			
	 4.1
	  	Financial Condition	  	 	63	 
	 4.2
	  	No Change	  	 	64	 
	 4.3
	  	Existence; Compliance with Law	  	 	64	 


  
 ii 









							
	 4.4
	  	Power; Authorization; Enforceable Obligations	  	 	64	 
	 4.5
	  	No Legal Bar	  	 	64	 
	 4.6
	  	Litigation	  	 	65	 
	 4.7
	  	No Default	  	 	65	 
	 4.8
	  	Ownership of Property	  	 	65	 
	 4.9
	  	Intellectual Property	  	 	65	 
	 4.10
	  	Taxes	  	 	65	 
	 4.11
	  	Federal Regulations	  	 	65	 
	 4.12
	  	Labor Matters	  	 	66	 
	 4.13
	  	ERISA	  	 	66	 
	 4.14
	  	Investment Company Act; Other Regulations	  	 	66	 
	 4.15
	  	Subsidiaries	  	 	66	 
	 4.16
	  	Use of Proceeds	  	 	66	 
	 4.17
	  	Environmental Matters	  	 	66	 
	 4.18
	  	Accuracy of Information, etc	  	 	67	 
	 4.19
	  	Security Documents	  	 	67	 
	 4.20
	  	Solvency	  	 	68	 
	 4.21
	  	OFAC	  	 	68	 
	 4.22
	  	Anti-Corruption Laws	  	 	68	 
	 4.23
	  	EEA Financial Institution	  	 	69	 
	 4.24
	  	Flood Insurance	  	 	69	 
		
	 Section 5 CONDITIONS PRECEDENT
	  	 	69	 
			
	 5.1
	  	Conditions to Initial Extension of Credit	  	 	69	 
	 5.2
	  	Conditions to Each Extension of Credit	  	 	71	 
		
	 Section 6 AFFIRMATIVE COVENANTS
	  	 	72	 
			
	 6.1
	  	Financial Statements	  	 	72	 
	 6.2
	  	Certificates; Other Information	  	 	73	 
	 6.3
	  	Payment of Obligations	  	 	75	 
	 6.4
	  	Maintenance of Existence; Compliance	  	 	75	 
	 6.5
	  	Maintenance of Property; Insurance	  	 	75	 
	 6.6
	  	Inspection of Property; Books and Records	  	 	75	 
	 6.7
	  	Notices	  	 	75	 
	 6.8
	  	Environmental Laws	  	 	76	 
	 6.9
	  	Additional Collateral, etc	  	 	76	 
	 6.10
	  	Payment of Taxes	  	 	78	 
	 6.11
	  	Designation of Subsidiaries	  	 	79	 
	 6.12
	  	Anti-Corruption Laws	  	 	79	 
	 6.13
	  	Deposit Accounts	  	 	79	 
		
	 Section 7 NEGATIVE COVENANTS
	  	 	80	 
			
	 7.1
	  	Financial Condition Covenants	  	 	80	 
	 7.2
	  	Indebtedness	  	 	80	 
	 7.3
	  	Liens	  	 	83	 
	 7.4
	  	Fundamental Changes	  	 	84	 
	 7.5
	  	Disposition of Property	  	 	85	 
	 7.6
	  	Restricted Payments	  	 	86	 
	 7.7
	  	[Reserved]	  	 	88	 
	 7.8
	  	Investments	  	 	88	 
	 7.9
	  	Modifications of Certain Debt Instruments	  	 	90	 


  
 iii 









							
	 7.10
	  	Transactions with Affiliates	  	 	90	 
	 7.11
	  	Sales and Leasebacks	  	 	91	 
	 7.12
	  	Changes in Fiscal Periods	  	 	91	 
	 7.13
	  	Restrictive Agreements	  	 	91	 
	 7.14
	  	Lines of Business	  	 	93	 
	 7.15
	  	Amendments to Transaction Documents	  	 	93	 
	 7.16
	  	Sanctions	  	 	93	 
	 7.17
	  	Anti-Corruption Laws	  	 	93	 
		
	 Section 8 EVENTS OF DEFAULT
	  	 	93	 
		
	 Section 9 THE AGENTS
	  	 	96	 
			
	 9.1
	  	Appointment	  	 	96	 
	 9.2
	  	Delegation of Duties	  	 	96	 
	 9.3
	  	Exculpatory Provisions	  	 	96	 
	 9.4
	  	Reliance by Administrative Agent	  	 	97	 
	 9.5
	  	Notice of Default	  	 	97	 
	 9.6
	  	Non-Reliance on Agents and Other Lenders	  	 	97	 
	 9.7
	  	Indemnification	  	 	98	 
	 9.8
	  	Agent in Its Individual Capacity	  	 	98	 
	 9.9
	  	Successor Administrative Agent	  	 	98	 
	 9.10
	  	No Other Duties, Etc	  	 	99	 
	 9.11
	  	Administrative Agent May File Proofs of Claim; Credit Bidding	  	 	99	 
		
	 Section 10 MISCELLANEOUS
	  	 	100	 
			
	 10.1
	  	Amendments and Waivers	  	 	100	 
	 10.2
	  	Notices	  	 	104	 
	 10.3
	  	No Waiver; Cumulative Remedies	  	 	106	 
	 10.4
	  	Survival of Representations and Warranties	  	 	106	 
	 10.5
	  	Payment of Expenses and Taxes	  	 	106	 
	 10.6
	  	Successors and Assigns; Participations and Assignments	  	 	108	 
	 10.7
	  	Adjustments; Set-off	  	 	112	 
	 10.8
	  	Counterparts	  	 	112	 
	 10.9
	  	Severability	  	 	112	 
	 10.10
	  	Integration	  	 	112	 
	 10.11
	  	GOVERNING LAW	  	 	113	 
	 10.12
	  	Submission To Jurisdiction; Waivers	  	 	113	 
	 10.13
	  	Acknowledgements	  	 	113	 
	 10.14
	  	Releases of Guarantees and Liens	  	 	113	 
	 10.15
	  	Confidentiality	  	 	114	 
	 10.16
	  	WAIVERS OF JURY TRIAL	  	 	115	 
	 10.17
	  	USA Patriot Act	  	 	115	 
	 10.18
	  	Joint and Several Liability of the Borrowers	  	 	115	 
	 10.19
	  	No Advisory or Fiduciary Responsibility	  	 	116	 
	 10.20
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	117	 
	 10.21
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	117	 
	 10.22
	  	Amendment and Restatement	  	 	117	 
	 10.23
	  	Exiting Lenders	  	 	118	 
	 10.24
	  	New Lenders	  	 	118	 
	 10.25
	  	Assignments; Prepayments; Reallocations; Reconciliation	  	 	119	 
	 10.26
	  	No Novation	  	 	119	 


  
 iv 








 SCHEDULES: 
  

			
	1.1A	  	Commitments
	1.1B	  	Mortgaged Properties
	1.1C	  	Mortgages; Existing Title Policies
	1.1D	  	Existing Letters of Credit
	3.1	  	L/C Commitment
	4.15	  	Subsidiaries
	7.2(d)	  	Existing Indebtedness
	7.3	  	Existing Liens
	7.8	  	Existing Investments
	10.2	  	Notice Information
	
	 EXHIBITS:
  

	A	  	Form of Guarantee and Collateral Agreement
	B	  	Form of Compliance Certificate
	C	  	Form of Closing Certificate
	D	  	Form of Mortgage
	E	  	Form of Assignment and Assumption
	F-(1-2)	  	Forms of U.S. Tax Certificates
	G	  	Form of Increased Facility Activation Notice
	H	  	Form of New Lender Supplement
	I-1	  	Form of Revolving Note
	I-2	  	Form of Swingline Note
	I-3	  	Form of Term Note
	J	  	Form of Loan Notice
	K	  	Form of Swingline Loan Notice
	L	  	Form of Purchasing Borrower Party Assignment and Assumption


  
 v 








 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 24, 2017, 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”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, ABN AMRO SECURITIES (USA) LLC and TD SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners, and BANK OF AMERICA, N.A., as administrative agent.

 WHEREAS, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the original administrative agent
(the “Existing Credit Agreement Agent”), entered into that certain Credit Agreement, dated as of January 24, 2013, as amended by Amendment No. 1 thereto, dated as of August 28, 2013, by Amendment No. 2 thereto,
dated as of May 9, 2014, and by Amendment No. 3 thereto, dated as of April 21, 2015 (as amended prior to the date hereof, the “Existing Credit Agreement”). 

WHEREAS, pursuant to that certain Agency Resignation, Assignment and Acceptance Agreement, dated as of the date hereof, by and among Bank of
America, N.A., JPMorgan Chase Bank, N.A. and the certain lenders under the Existing Credit Agreement, Bank of America, N.A. has replaced JPMorgan Chase Bank, N.A. as administrative agent under the Existing Credit Agreement (the “Agency
Assignment”). 
 WHEREAS, the Borrowers and the Guarantors wish to amend and restate the Existing Credit Agreement to
(a) reflect the appointment of Bank of America, N.A., as administrative agent, and (b) to make certain other amendments and modifications to the Existing Credit Agreement, all as more fully set forth herein. 

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: 

SECTION 1 

DEFINITIONS 
 1.1
Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. 

“2013 Senior Note Indenture”: the Indenture, dated as of January 24, 2013, as amended, entered into by the MLP, FinCo,
certain Subsidiaries of the MLP and The Bank of New York Mellon, as trustee, in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the MLP or such Subsidiaries in connection
therewith. 
 “2013 Senior Notes”: any senior unsecured notes of the MLP and FinCo issued pursuant to the 2013 Senior Note
Indenture and any exchange notes with respect thereto. 
 “2017 Senior Note Indenture”: the Indenture entered into by the
MLP, FinCo, certain Subsidiaries of the MLP and The Bank of New York Mellon, as trustee, in connection with the issuance of the 2017 Senior Notes, together with all instruments and other agreements entered into by the MLP or such Subsidiaries in
connection therewith. 

  
 6 








 “2017 Senior Notes”: any senior unsecured notes of the MLP and FinCo issued
pursuant to the 2017 Senior Note Indenture and any exchange notes with respect thereto. 
 “ABR”: for any day, a
fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”
and (c) the Eurodollar Base Rate plus 1.0%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change. 
 “ABR Loans”: Loans the rate of interest applicable to which is
based upon the ABR. 
 “Accounting Changes”: as defined in the definition of GAAP. 

“Acquired Debt”: Indebtedness of a Person existing at the time the Person is acquired by, or merges with or into the MLP or
any Restricted Subsidiary or becomes a Restricted Subsidiary, whether or not such Indebtedness is incurred in connection with, or in contemplation of, the Person being acquired by or merging with or into or becoming a Restricted Subsidiary. 

“Additional Assets”: all or substantially all of the assets of a Permitted Business, or Capital Stock of another Person
engaged in a Permitted Business that will, on the date of acquisition, be a Restricted Subsidiary, or other non-current assets (other than cash and Cash Equivalents or securities (including Capital Stock))
that are to be used in a Permitted Business. 
 “Adjustment Date”: as defined in the definition of Applicable Pricing Grid.

 “Adjustment Period”: as defined in Section 7.1. 

“Administrative Agent”: Bank of America, as the administrative agent for the Lenders under this Agreement and the other Loan
Documents, together with any of its successors. 
 “Administrative Questionnaire”: an Administrative Questionnaire in the
form from time to time supplied by the Administrative Agent. 
 “Affiliate”: as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of
the management and policies of such Person, whether through the exercise of voting power, by contract or otherwise. “Control”, “controlled” and “controlling” have meanings correlative thereto. 

“Agency Assignment”: as defined in the preamble hereto. 

“Agent Indemnitee”: as defined in Section 9.7. 

“Agents”: the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent. 

  
 7 








 “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to
(a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of
such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding. 

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage carried out to
the ninth decimal place) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. 

“Agreement”: as defined in the preamble hereto. 

“Applicable Margin”: (a) for each Type of Loan other than Incremental Term Loans, the rate per annum set forth under the
relevant column heading below: 
  

									
	 	  	ABR Loans	 	 	Eurodollar Loans	 
	 Revolving Loans and Swingline Loans
	  	 	1.75	% 	 	 	2.75	% 

 , provided, that on and after the Adjustment Date occurring with respect to the Fiscal Quarter ending June 30,
2017 and each Fiscal Quarter thereafter, the Applicable Margin with respect to Revolving Loans and Swingline Loans will be determined pursuant to the Applicable Pricing Grid; and 

(b) for Incremental Term Loans, such per annum rates as shall be agreed to by the Borrowers’ Agent and the applicable Incremental Term
Lenders as shown in the applicable Increased Facility Activation Notice. 
 “Applicable Pricing Grid”: the table set forth
below: 
  

									
	 Consolidated Leverage Ratio
	  	Applicable Margin
for Eurodollar
Loans	 	 	Applicable Margin
for ABR Loans	 
	 3 4.00:1
	  	 	2.75	% 	 	 	1.75	% 
	 < 4.00:1 but 3 3.00:1
	  	 	2.50	% 	 	 	1.50	% 
	 < 3.00:1 but 3 2.50:1
	  	 	2.25	% 	 	 	1.25	% 
	 < 2.50:1.00 but 3 2.00:1
	  	 	2.00	% 	 	 	1.00	% 
	 < 2.00:1
	  	 	1.75	% 	 	 	0.75	% 

 For the purposes of the Applicable Pricing Grid, changes in the Applicable Margin resulting from changes in
the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements (and related Compliance Certificate) are delivered to the Lenders
pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements (and related Compliance Certificate) referred to above are not delivered within
the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements (and related Compliance Certificate) are delivered, the highest rate set forth in
each column of the Applicable Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, upon request of the Required Lenders, the highest rate set forth in each column of the Applicable
Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1. 

  
 8 








 “Application”: an application, in such form as the Issuing Lender may specify
from time to time, requesting the Issuing Lender to open a Letter of Credit. 
 “Approved Fund”: as defined in Section
10.6(b). 
 “Asset Sale”: any Disposition of property or series of related Dispositions of property that are either
(a) not permitted under this Agreement or (b) made pursuant to Section 7.5(p) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000. 

“Assignee”: as defined in Section 10.6(b). 

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E or any other form
(including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 
 “Available
Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit
then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal
amount of Swingline Loans then outstanding shall be deemed to be zero. 
 “Bail-In
Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55
of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Bank of America”: Bank of America, N.A. and its successors. 

“Bankruptcy Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the
Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership
interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person. 
 “Beneficial Owner”: has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3)
of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

  
 9 








 “Benefitted Lender”: as defined in Section 10.7(a). 

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Borrower” and “Borrowers”: as defined in the preamble hereto. 

“Borrowers’ Agent”: the MLP, in its capacity as agent for the Borrowers and the other Loan Parties, as more fully
described in Section 1.3(b). 
 “Borrower Materials”: as defined in Section 6.2. 

“Borrowing Date”: any Business Day specified by a Borrower as a date on which such Borrower requests the relevant Lenders to
make Loans hereunder. 
 “Business”: as defined in Section 4.17(b). 

“Business Day”: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the laws of, or are in fact closed in, the state where the Funding Office is located and, if such day relates to any Eurodollar Loan, means any such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market. 
 “Capital Lease Obligations”: as to any Person, the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. 

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of
a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States
government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not
less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by
Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30
days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state,


  
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commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying
the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940,
as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 

“Closing Date”: May 24, 2017. 

“Change of Control”: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the MLP (including Capital Stock of Restricted Subsidiaries) and its Subsidiaries taken as a whole to any Person
(including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Permitted Holder, (ii) the consummation of any transaction (including, without limitation, any merger or consolidation), the result
of which is that any Person (including any “person” (as defined above), other than any Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner, measured by voting
power rather than number of shares, units or the like, (iii) the failure of the MLP to own, free of all Liens (other than Transaction Liens and Liens permitted by Section 7.3(n)), directly or indirectly, 98% of the
Capital Stock of each of Haverhill Coke Company LLC, Middletown Coke Company, LLC, and Gateway Energy & Coke Company, LLC, (iv) the removal of the General Partner by the limited partners in accordance with the Partnership Agreement or
(v) the occurrence of a Specified Change of Control. 
 “Code”: the Internal Revenue Code of 1986, as amended from
time to time, and the regulations thereunder. 
 “Collateral”: all property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document. 
 “Commitment”: as to any Lender, the
Revolving Commitment of such Lender. 
 “Commitment Fee Rate”: 0.40% per annum. 

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

 “Consolidated Current Liabilities”: as of any date of determination, the aggregate amount of liabilities of the MLP and
its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating (a) all intercompany items between the MLP and any Restricted Subsidiary or between
Restricted Subsidiaries and (b) all current maturities of long-term Indebtedness. 

  
 11 








 “Consolidated EBITDA”: for any period, the result obtained by subtracting the
amount determined pursuant to clause (B) below for such period from the amount determined pursuant to clause (A) below for such period: 

(A) Consolidated Net Income for such period plus the sum of (a) provision for Taxes, based on income or profits of
the MLP and the Restricted Subsidiaries for such period, to the extent that such amounts were deducted in computing Consolidated Net Income, plus (b) Fixed Charges of the MLP and the Restricted Subsidiaries for such period, to the extent
that any such Fixed Charges were deducted in computing such Consolidated Net Income, plus (c) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash charges or expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash expenses
in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of the MLP and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, plus (d) the “run-rate” Consolidated Net Income plus amounts added to
Consolidated Net Income in accordance with clauses (a) through (c) of this definition to calculate Consolidated EBITDA (the “Operational EBITDA”) of any asset acquired, constructed, designed, installed or improved that has not
been fully constructed, complete and operational in the business of the MLP and its Restricted Subsidiaries for at least four full Fiscal Quarters; provided that (A) the Operational EBITDA of such asset shall be determined based upon the
annualized Operational EBITDA of such asset projected in good faith by a responsible financial or accounting officer of the General Partner to be realized no later than 12 months after such asset is fully constructed, complete and operational in the
business of the MLP and its Restricted Subsidiaries and (B) the aggregate amount by which Consolidated EBITDA is increased pursuant to this clause (d) shall not exceed 10% of Consolidated Net Income for any period of four consecutive
Fiscal Quarters, plus (e) any net loss realized by the MLP or any of its Restricted Subsidiaries in connection with any Asset Sale, to the extent such losses were deducted in computing Consolidated Net Income, minus or
plus, as the case may be, (f) all extraordinary, unusual or non-recurring items of gain (loss) or expense to the extent added or deducted in computing Consolidated Net Income, minus or
plus, as the case may be, (g) non-cash items increasing or decreasing such Consolidated Net Income for such period, other than the accrual of revenue or expense in the ordinary course of business,
plus (h) sales discounts provided by the MLP or any Restricted Subsidiary to customers due to sharing of nonconventional fuels tax credits, in each case, on a consolidated basis and determined in accordance with GAAP minus 

(B) the pro rata portion of the amount determined pursuant to the foregoing clause (A) that is attributable to minority
interests in each Restricted Subsidiary of the MLP that are owned by a Person other than the MLP or a wholly-owned Restricted Subsidiary. 

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and
amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent that a corresponding amount would be permitted at
the date of determination to be dividended or distributed to the MLP by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter or
any agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 

“Consolidated Interest Coverage Ratio”: for any period of four consecutive Fiscal Quarters, the ratio of
(a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period 

  
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calculated on a Pro Forma Basis; provided, however, solely for the purpose of calculating the Consolidated Interest Coverage Ratio, so long as the 2013 Senior Notes are outstanding,
Consolidated Interest Expense shall be reduced by the amount of interest accruing on the 2013 Senior Notes as long as the MLP has irrevocably deposited cash with the trustee under the 2013 Senior Note Indenture for the exclusive purpose of redeeming
or repaying the 2013 Senior Notes including the interest thereon. 
 “Consolidated Interest Expense”: for any period, total
cash interest expense (including that attributable to Capital Lease Obligations) of the MLP and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the MLP and its Restricted Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such
period in accordance with GAAP) net of cash interest income. 
 “Consolidated Leverage Ratio”: as at the last day of any
period of four consecutive Fiscal Quarters, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period calculated on a Pro Forma Basis; provided, however, solely for purposes of
calculating the Consolidated Leverage Ratio, (i) so long as the 2013 Senior Notes are outstanding, Consolidated Total Debt shall be reduced by the amount of cash that the MLP has irrevocably deposited with the trustee under the 2013 Senior Note
Indenture for the exclusive purpose of redeeming or repaying the 2013 Senior Notes and (ii) Consolidated Total Debt shall be reduced by the principal amount of any Indebtedness incurred by the MLP or any Restricted Subsidiary in anticipation of
(and to finance the consummation of) a Permitted Acquisition or the acquisition of other fixed or capital assets (the “Anticipated Acquisition”) during the period that the proceeds of such Indebtedness are escrowed for the purpose
of repaying such Indebtedness in the event the Anticipated Acquisition is not consummated and (x) upon the consummation of such Anticipated Acquisition such proceeds are applied to consummate such Anticipated Acquisition or (y) if such
Anticipated Acquisition does not occur, such proceeds are thereafter promptly applied to repay such Indebtedness. 
 “Consolidated
Net Income”: for any period, the aggregate of the net income (loss) of the MLP and the Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that (a) the net income of any
Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the MLP or a Restricted Subsidiary (subject, in
the case of dividends or distributions paid to a Restricted Subsidiary, to the limitations contained in clause (b) hereof); (b) the net income (but not the net loss) of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person or its stockholders, unless such restriction with respect to the payment
of dividends or similar distributions has been legally waived; (c) the net income (loss) of any Person acquired during the specified period for any period prior to the date of the acquisition will be excluded (except to the extent, for any
calculation done on a Pro Forma Basis, such net income (loss) is intended to be included by the definition of Pro Forma Basis); (d) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:
(i) any sale of assets outside the ordinary course of business of the MLP or any Restricted Subsidiary; or (ii) the disposition of any securities by the MLP or any Restricted Subsidiary or the extinguishment of any Indebtedness of the MLP
or any Restricted Subsidiary, will be excluded; (e) any extraordinary, non-recurring or unusual gain or loss, together with any related provision for taxes on such extraordinary, non-recurring or unusual gain or loss will be excluded; (f) any unrealized gain or loss included in net income due to marking Hedging Agreements to market shall be excluded; (g) any non-cash compensation expense realized for grants of performance shares, stock 

  
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options or other rights of officers, directors and employees of the MLP and any Restricted Subsidiary will be excluded; provided that such shares, options or other rights can be redeemed at the
option of the holder only for Qualified Capital Stock of the MLP or any Restricted Subsidiary; (h) the cumulative effect of a change in accounting principles will be excluded; (i) to the extent deducted in the calculation of net income,
any non-recurring charges associated with any premium or penalty paid, write-offs of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any
Indebtedness prior to its Stated Maturity will be added back to arrive at Consolidated Net Income; and (j) notwithstanding clause (a) above (but without duplication), the cash distributions actually received by the MLP or a Restricted
Subsidiary from (i) an Unrestricted Subsidiary that is controlled directly or indirectly by the Parent or the MLP or (ii) any joint venture in respect of the MLP’s or a Restricted Subsidiary’s Capital Stock ownership in such
joint venture will be included. 
 “Consolidated Net Tangible Assets”: as of any date of determination, (a) the sum of
all amounts that would, in accordance with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the MLP and its Restricted Subsidiaries minus (b) the sum of all amounts
that would, in accordance with GAAP, be set forth opposite the captions “goodwill” or other intangible categories (or any like caption) on a consolidated balance sheet of the MLP and its Restricted Subsidiaries minus
(c) Consolidated Current Liabilities, all determined as of such date and after giving pro forma effect to any transactions occurring on such date. 

“Consolidated Senior Secured Debt”: all Consolidated Total Debt secured by a Lien on any assets of the MLP or Restricted
Subsidiary. 
 “Consolidated Senior Secured Debt Ratio”: as of the last day of any period of four consecutive Fiscal
Quarters, the ratio of (a) Consolidated Senior Secured Debt on such day to (b) Consolidated EBITDA for such period. 

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Funded Debt of the MLP and its Restricted
Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. 
 “Contractual Obligation”: as to
any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“control”, “controlled” and “controlling”: as defined in the definition of Affiliate. 

“Credit Party”: the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender. 

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving
of notice, the lapse of time, or both, has been satisfied. 
 “Defaulting Lender”: any Lender that (a) has failed,
within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any
other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default or breach of a representation, if any) has not been satisfied, (b) has notified the Borrowers’ Agent or any Credit Party in writing, or has made a public
statement to the effect, that it does not intend or 

  
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expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,
(c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is prepared to meet
such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has (i) become the subject of a Bankruptcy Event, (ii) appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or
federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

 “Designated Jurisdiction”: any country or territory to the extent that such country or territory itself is the subject
of any Sanction. 
 “Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings. 

“Disqualified Capital Stock”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock or solely at the direction of the issuer),
pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior
repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock and cash in lieu of
fractional shares), in whole or in part, (c) provides for mandatory scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute
Disqualified Capital Stock, in each case, prior to the date that is ninety-one days after the Revolving Termination Date; provided that if such Capital Stock is issued pursuant to a plan for the benefit
of employees of the MLP or any of its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the MLP or any of its
Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. 

“Documentation Agent”: The Toronto-Dominion Bank, New York Branch. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

  
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 “EEA Financial Institution”: (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Environmental Laws”: any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect. 
 “ERISA”: the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rulings and regulations thereunder. 
 “ERISA Affiliate”: any trade or business
(whether or not incorporated) that, together with any Group Member, is treated as a single employer under Section 414 of the Code. 

“ERISA Event”: (a) the occurrence of any Reportable Event; (b) with respect to a Plan, the failure to satisfy the
minimum funding standard of Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA, whether or not waived; (c) the failure to make by its due date the minimum required contribution under Section 430 of the Code with respect to
any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to
any Plan; (e) a determination that any Pension Plan is, or is expected to be, in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA; (f) the incurrence by any Group Member or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (g) the receipt by any Group Member or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Plan; (h) the incurrence by any Group Member or any ERISA Affiliate of any liability under Title IV of ERISA with respect to a complete or partial withdrawal from any Plan or Multiemployer Plan;
(i) the receipt by any Group Member or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning
of Title IV of ERISA, or in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA or terminated within the meaning of Section 4041A of ERISA; (j) an amendment to
any Plan which could result in the imposition of a Lien or the posting of a bond or other security; (k) the occurrence of a nonexempt Prohibited Transaction which could reasonably be expected to result in a liability to any Group Member or any
ERISA Affiliate; and (l) an increase in the liability of any Group Member or ERISA Affiliate for the provision of post-employment health or life insurance benefits to any Person. 

“EU Bail-In Legislation Schedule”: the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

  
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 “Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar
Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or
other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a
member bank of the Federal Reserve System. 
 “Eurodollar Base Rate”: 

(a) for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) or, if LIBOR is unavailable, a comparable or successor rate, approved by the Administrative Agent, in each case as published by Bloomberg (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and 
 (b) for any interest calculation
with respect to an ABR Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; 

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in the circumstances
described in clause (a) above, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative
Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate. 

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula: 
  

					
		 	 Eurodollar Base Rate (determined pursuant to

clause (a) of the definition thereof)
	 	
		 	1.00 - Eurocurrency Reserve Requirements	 	

 “Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular
Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). 

“Event of Default”: any of the events specified in Section 8, provided that any requirement
for the giving of notice, the lapse of time, or both, has been satisfied. 
 “Exchange Act”: the Securities Exchange Act of
1934, as amended. 
 “Excluded Collateral”: as defined in the Guarantee and Collateral Agreement.


  
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 “Excluded Subsidiary”: any Foreign Subsidiary and any Immaterial Subsidiary.

 “Excluded Swap Obligation”: with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a
portion of the guarantee of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the
application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to
Section 2.07 of the Guarantee and Collateral Agreement and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the guarantee of such Loan Party, or grant by such Loan Party
of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap Agreement, such exclusion shall apply to only the portion of such Swap Obligation that
is attributable to Swap Agreements for which such guarantee or security interest is or becomes illegal. 
 “Excluded
Taxes”: any of the following Taxes imposed on or with respect to a Credit Party or required to be withheld or deducted from a payment to a Credit Party: (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes and branch profits Taxes, in each case (i) imposed as a result of such Credit Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with
respect to an applicable interest in a commitment (including a L/C Commitment, Revolving Commitment and Swingline Commitment) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or commitment
(including a L/C Commitment, Revolving Commitment and Swingline Commitment) (other than pursuant to an assignment request by the Borrowers’ Agent under Section 2.22) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.19(a), amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Credit Party’s failure to comply with Section 2.19(f) and (d) any U.S. withholding Taxes imposed under FATCA. 

“Existing Credit Agreement”: as defined in the preamble hereto. 

“Existing Credit Agreement Agent”: as defined in the preamble hereto. 

“Existing Letters of Credit”: those letters of credit set forth on Schedule 1.1D. 

“Existing Term Loan Agreement”: that certain Term Loan Credit Agreement, dated as of November 3, 2015 (as amended) among
the Borrowers, the lenders party thereto and Bank of America, as administrative agent. 
 “Facility”: each of (a) the
Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”) and (b) the Incremental Term Loans (the “Incremental Term Facility”). 

“Fair Market Value”: with respect to any property, the price that would be paid by a willing buyer to a willing seller in a
transaction where neither the buyer nor the seller is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, (a) if such property has a Fair Market Value equal to or
less than $50,000,000, by any officer of the General Partner; or (b) if such property has a Fair Market Value in excess of $50,000,000, by at least a majority of the disinterested members of the board of directors of the General Partner.


  
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 “FATCA”: Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Code and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

“Federal Funds Effective Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. If the Federal
Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 
 “Fee Letter”: the fee
letter dated as of April 27, 2017 among the MLP and MLPFS. 
 “Fee Payment Date”: (a) the third Business Day following
the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period. 

“FinCo”: SunCoke Energy Partners Finance Corp., a Delaware corporation. 

“Fiscal Quarter”: a fiscal quarter of the MLP. 

“Fiscal Year”: a fiscal year of the MLP. 

“Fixed Charges”: for any period, the sum of: (a) Interest Expense less interest income for such period; and
(b) cash and non-cash dividends, whether paid or accrued, on any series of Disqualified Capital Stock of the MLP or a Restricted Subsidiary, except for dividends payable solely in the MLP’s Qualified
Capital Stock or paid to the MLP or to a Restricted Subsidiary. 
 “Foreign Benefit Arrangement”: any employee benefit
arrangement mandated by non-U.S. law that is maintained or contributed to by any Group Member or any Affiliate thereof. 

“Foreign Plan”: each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to
ERISA) that is maintained or contributed to by any Group Member for workers located outside of the United States. 
 “Foreign Plan
Event”: with respect to any Foreign Benefit Arrangement or Foreign Plan, (a) a failure to make or, if applicable, accrue in accordance with the applicable jurisdiction’s accounting practices, any employer or employee contributions
required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan; (b) a failure to register or a loss of good standing with applicable regulatory authorities of any such Foreign Benefit Arrangement or Foreign Plan
required to be registered; or (c) the failure of any Foreign Benefit Arrangement or Foreign Plan to comply with any provisions of applicable law and regulations or with the terms of such Foreign Benefit Arrangement or Foreign Plan. 

“Foreign Subsidiary”: (a) any Subsidiary of the MLP that is not organized under the laws of any jurisdiction within the
United States, (b) each Subsidiary of the MLP organized under the laws of any 

  
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jurisdiction within the United States substantially all of the assets of which consist, directly or indirectly, of Capital Stock of Subsidiaries described in clause (a) (or Indebtedness of such
Subsidiaries), (c) any Subsidiary of any Foreign Subsidiary and (d) any Subsidiary of the MLP organized under the laws of any jurisdiction within the United States that is a partnership or disregarded as an entity separate from its owner for
U.S. federal tax purposes and has a partner, member or owner that is described in clause (a). 
 “Funded Debt”: as to the
MLP and its Restricted Subsidiaries, without duplication, all consolidated Indebtedness of the type set forth in clauses (a), (b), (c) (but only with respect to reimbursement obligations related thereto), (e) and (f) of the definition of
Indebtedness and all Guarantee Obligations in respect thereof. 
 “Funding Office”: the Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 10.2 or such other address or account as the Administrative Agent may from time to time notify to the Borrowers’ Agent and the Lenders. 

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, except that for
purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in
Section 4.1(b). In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the
Borrowers’ Agent and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the
MLP’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowers, the Administrative Agent
and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in
accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. 

“General Partner”: SunCoke Energy Partners GP LLC, a Delaware limited liability company. 

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners). 
 “Group Members”: the collective reference
to the MLP and its Restricted Subsidiaries. 
 “Guarantee and Collateral Agreement”: the Amended and Restated Guarantee and
Collateral Agreement to be executed and delivered by the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit A. 

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a
reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of
credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly
or indirectly, including any obligation of the guaranteeing 

  
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person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds
(1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and
(b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers’ Agent in good
faith. 
 “guaranteeing person”: as defined in the definition of Guarantee Obligation. 

“Guarantors”: the collective reference to the Subsidiary Guarantors. 

“Hedging Agreement”: (i) any interest rate swap agreement, interest rate cap agreement, interest rate future agreement,
interest rate option agreement, interest rate hedge agreement or other agreement or arrangement designed to protect against or mitigate interest rate risk, (ii) any foreign exchange forward contract, currency swap agreement, currency option
agreements or other agreement or arrangement designed to protect against or mitigate foreign exchange risk or (iii) any commodity or raw material futures contract, commodity hedge agreement, any actual or synthetic forward sale contract or
other similar device or instrument or any other agreement designed to protect against or mitigate raw material price risk. 

“Immaterial Subsidiary”: as of any date determination, any Restricted Subsidiary of the MLP that individually or in the
aggregate together with other Restricted Subsidiaries of the MLP does not have (i) assets with a value in excess of $10,000,000 or (ii) revenues (for the most recently completed period of four consecutive Fiscal Quarters) in excess of
$10,000,000. 
 “Increased Facility Activation Date”: any Business Day on which any Lender shall execute and deliver to the
Administrative Agent an Increased Facility Activation Notice pursuant to Section 2.24(a) 
 “Increased
Facility Activation Notice”: a notice substantially in the form of Exhibit G. 
 “Increased
Facility Closing Date”: any Business Day designated as such in an Increased Facility Activation Notice. 
 “Incremental
Term Facility”: as defined in the definition of Facility. 
 “Incremental Term Lenders”: (a) on any Increased
Facility Activation Date relating to Incremental Term Loans, the Lenders signatory to the relevant Increased Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan. 

“Incremental Term Loans”: as defined in Section 2.24(a).


  
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 “Incremental Term Maturity Date”: with respect to the Incremental Term Loans to
be made pursuant to any Increased Facility Activation Notice, the maturity date specified in such Increased Facility Activation Notice, which date shall not be earlier than the Revolving Termination Date (or if later, the Incremental Term Loan
Maturity Date of any then-outstanding Term Loans). 
 “Indebtedness”: with respect to any Person, without duplication,
(a) all indebtedness of such Person for borrowed money (it being understood that outstanding letters of credit shall not constitute obligations for borrowed money unless such letters of credit have been drawn on by the beneficiary thereof and
the resulting reimbursement obligations have not been paid); (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than any obligations in respect of performance bonds, bid bonds, appeal bonds,
surety bonds, reclamation bonds and completion guarantees and similar obligations or with respect to workers’ compensation benefits); (c) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (solely to the extent such letters of credit, bankers’ acceptances or other similar instruments have been drawn); (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services provided by
third-party service providers which are recorded as liabilities under GAAP, excluding (i) trade payables, accrued expenses or royalties, (ii) inter-company payables, (iii) working capital-based and other customary post-closing
adjustments in acquisition transactions and (iv) salary and other employee compensation obligations; (e) Capital Lease Obligations; (f) Disqualified Capital Stock issued by the MLP; (g) all Guarantee Obligations with respect to
Indebtedness; (h) all Indebtedness of other Persons secured by a Lien on any asset of such Person (other than Liens on Capital Stock of Unrestricted Subsidiaries and Foreign Subsidiaries), whether or not such Indebtedness is assumed by such
Person; and (i) all obligations of such Person under Hedging Agreements; provided that in no event shall Indebtedness include (x) obligations (other than obligations with respect to Indebtedness for borrowed money or other Funded
Debt) related to surface rights under an agreement for the acquisition of surface rights for the production of coal reserves in the ordinary course of business in a manner consistent with historical practice of the MLP (including the Parent and its
Subsidiaries, as its predecessor) and its Restricted Subsidiaries or (y) minimum payment, supply or take-or-pay obligations contained in supply or other
arrangements of the MLP and its Restricted Subsidiaries. 
 The amount of Indebtedness of any Person will be deemed to be: (a) with
respect to Indebtedness secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the Fair Market Value of such asset on the date the Lien attached and (y) the
amount of such Indebtedness; (b) with respect to any Indebtedness issued with original issue discount, the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness;
(c) with respect to any Hedging Agreement, the amount payable (determined after giving effect to all contractually permitted netting) if such Hedging Agreement terminated at that time; and (d) otherwise, the outstanding principal amount
thereof. 
 “Indemnified Liabilities”: as defined in Section 10.5. 

“Indemnified Taxes”: Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under
any Loan Document. 
 “Indemnitee”: as defined in Section 10.5. 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and
processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

  
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 “Interest Expense”: for any period, the consolidated interest expense of the MLP
and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the MLP or its Restricted Subsidiaries, without duplication, (i) interest expense
attributable to Capital Lease Obligations, (ii) original issue discount, (iii) capitalized interest, (iv) non-cash interest expense (other than non-cash
interest expense attributable to movement in mark to market valuation of obligations under Hedging Agreements or other derivatives under GAAP), and (v) net of the effect of all payments made or received pursuant to Swap Agreements but excluding
(a) amortization of deferred financing fees, debt issuance costs and commissions, fees and expenses and the expensing of any bridge, commitment or other financing fees, commissions, discounts, yield and other fees and charges (including any
interest expense) and (b) non-cash interest expense attributable to movement in mark to market valuation of obligations under Hedging Agreements or other derivatives under GAAP. 

“Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September
and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar
Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Eurodollar Loan, the date
of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid. 

“Interest Period”: as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or
converted to or continued as a Eurodollar Loan and ending on the date one, two, three or six months thereafter, as selected by the applicable Borrower in its Loan Notice; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(iii) no Interest Period shall extend beyond the Revolving Termination Date (or, in the case of an Incremental Term Loan, the
applicable Incremental Term Loan Maturity Date). 
 “Investment”: as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested (whether in cash or other assets (calculated at the fair market value with respect to any assets)), without adjustment for subsequent increases or decreases in the value of such Investment, less any
amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. 

  
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 “IRS”: the United States Internal Revenue Service. 

“Issuing Lender”: (i) with respect to the Existing Letters of Credit, the Lenders referenced in Schedule 1.1D and
(ii) with respect to any Letter of Credit issued after the Closing Date, Bank of America and any other Revolving Lender approved by the Administrative Agent and the Borrowers’ Agent that has agreed in its sole discretion to act as an
“Issuing Lender” hereunder, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant
Issuing Lender. 
 “Joint Lead Arrangers”: MLPFS, ABN AMRO Securities (USA) LLC and TD Securities (USA) LLC. 

“L/C Commitment”: with respect to each Issuing Lender, the commitment of such Issuing Lender to issue Letters of Credit
pursuant to Section 3.1. The amount of each Issuing Lender’s L/C Commitment as of the Closing Date is set forth on Schedule 3.1. The L/C Commitments are part of, and not in addition to, the Revolving Commitment.
On the Closing Date the aggregate L/C Commitments of all of the Issuing Lenders is $50,000,000. 
 “L/C Exposure”: at any
time, the total L/C Obligations. The L/C Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Exposure at such time. 

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the
then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5. 

“L/C Participants”: the collective reference to all the Revolving Lenders other than the Issuing Lender. 

“Lender Parent”: with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

 “Lenders”: as defined in the preamble hereto. 

“Letters of Credit”: as defined in Section 3.1(a). Notwithstanding anything to the contrary contained herein, a letter
of credit issued by an Issuing Lender other than Bank of America after the Closing Date shall not be a “Letter of Credit” for purposes of the Loan Documents until such time as the Administrative Agent has been notified of the
issuance thereof by the applicable Issuing Lender and has confirmed availability under the Total Revolving Commitments and the L/C Commitment with the applicable Issuing Lender. 

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing). 
 “Loan” or “Loans”: any loan made by
any Lender pursuant to this Agreement and, as the context requires, any ABR Loan or Eurodollar Loan comprising any Loan. 
 “Loan
Documents”: this Agreement, the Security Documents, the Notes, the Fee Letter and any amendment, waiver, supplement or other modification to any of the foregoing. 

  
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 “Loan Notice”: a notice of (a) a borrowing of a Loan (other than a
Swingline Loan), (b) a conversion of Loans (other than Swingline Loans) from one Type to the other, or (c) a continuation of Eurodollar Loans, in each case pursuant to Section 2.2 or 2.12, which shall be
substantially in the form of Exhibit J or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)
appropriately completed and signed by a Responsible Officer of the applicable Borrower. 
 “Loan Party”: each Group Member
that is a party to a Loan Document. 
 “Majority Facility Lenders”: with respect to any Facility, the holders of more than
50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving
Commitments, the holders of more than 50% of the Total Revolving Commitments). The Term Loans, the Revolving Extensions of Credit and Revolving Commitments of any Defaulting Lender shall be disregarded in determining Majority Facility Lenders at any
time; provided that the amount of any participation in any Swingline Loan and unreimbursed drawings under Letters of Credit that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be
deemed to be held by the Lender that is the Swingline Lender or Issuing Issuer, as the case may be, in making such determination. 

“Material Adverse Effect”: a material adverse effect on (a) the business, property, operations, or condition (financial
or otherwise) of the MLP and its Restricted Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder
or thereunder. 
 “Material Indebtedness”: means any Indebtedness of the MLP or its Restricted Subsidiaries in an aggregate
principal amount in excess of the Threshold Amount. 
 “Materials of Environmental Concern”: any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, or pollutants, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated
biphenyls, urea formaldehyde insulation, coal combustion byproducts or waste, boiler slag, scrubber residue, or flue desulphurization residue. 

“Mine”: any excavation or opening into the earth now and hereafter made from which coal is or can be extracted from any real
property. 
 “Mining Laws”: any and all applicable federal, state, local and foreign statutes, laws, regulations,
legally-binding guidance, ordinances, rules, judgments, orders, decrees or common law causes of action relating to mining operations and activities under the Mineral Leasing Act of 1920, the Federal Coal Leasing Amendments Act or the Surface Mining
Control and Reclamation Act, each as amended or its replacement, and their state and local counterparts or equivalents. 
 “Mining
Lease”: a lease, license or other use agreement which provides the MLP or any Subsidiary the real property and water rights, other interests in land, including coal, mining and surface rights, easements, rights of way and options, and
rights to timber and natural gas (including coalbed methane and gob gas) necessary or desirable in order to recover coal from any Mine. Leases which provide the MLP or any other Subsidiary the right to construct and operate a conveyor, crusher
plant, silo, load out facility, rail spur, shops, offices and related facilities on the surface of any real property containing such reserves shall also be deemed a Mining Lease. 

  
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 “MLP”: as defined in the preamble. 

“MLPFS”: Merrill Lynch, Pierce, Fenner & Smith, Incorporated (or any other registered broker-dealer wholly-owned by
Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this
Agreement), in its capacity as sole lead arranger and sole bookrunner. 
 “Moody’s”: as defined in the definition of
Cash Equivalents. 
 “Mortgaged Properties”: the real properties listed in Part A of Schedule 1.1B, as to which the
Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages. For the avoidance of doubt it is agreed that real properties owned as of the Closing Date by Ceredo Liquid Terminal, LLC, Kanawha River Terminals
LLC, and Suncoke Lake Terminal LLC shall not be Mortgaged Properties. 
 “Mortgages”: (i) each of the amended and restated
mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, listed on Part A of Schedule 1.1C forms of which have been reviewed by the Administrative Agent
and its counsel prior to the Closing Date and (ii) each other mortgage or deed of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit
D (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded or shall be otherwise approved by the Administrative Agent). 

“Multiemployer Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash
and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) actually received by
the MLP or any of its Restricted Subsidiaries, net of (i) attorneys’ fees, accountants’ fees, insurance adjusters’, environmental consultants’, engineers’, architects’ and other professionals’ and
consultants’ fees, environmental impact assessment, environmental inspection and other property-related report, inspection and testing fees and charges, investment banking fees, survey, engineering and inspection costs, title insurance
premiums, title opinions and related search and recording charges, zoning report fees and charges, transfer taxes, deed or mortgage recording taxes and brokerage, appraisal, consultant and other customary fees and expenses actually incurred in
connection therewith, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a
Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), (iii) in the case of any Asset Sale or Recovery Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without
regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of the MLP or a wholly-owned Restricted Subsidiary as a result thereof (it being understood that such pro rata portion, subject
to compliance with Section 7.6, shall be available for distribution to the holder(s) of such minority interest), (iv) taxes paid or reasonably estimated to be payable as a result thereof, (v) any funded escrow
established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts
are released from such escrow to the MLP or a 

  
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Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds) and (vi) without duplication of clause (v) above, the amount of any reasonable
reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the
MLP or any of the Restricted Subsidiaries including, without limitation, pension plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of
any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale or Recovery Event occurring on the date of such reduction);
provided, that, if no Event of Default under Section 8(a) or (f) exists and the MLP intends in good faith to use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair Additional
Assets or other assets useful in the business of the MLP or its Restricted Subsidiaries or to make Permitted Acquisitions, in each case within 15 months of such receipt (the “Reinvestment Period”), such portion of such proceeds
shall not constitute Net Cash Proceeds except to the extent, within the Reinvestment Period, not so used or made subject to a binding commitment to be so used (it being understood that if any portion of such proceeds are not so used but are so
committed to being used during the Reinvestment Period, then upon the termination of such commitment or if such Net Cash Proceeds are not so used within a subsequent 9-month period, such remaining portion
shall constitute Net Cash Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net Cash Proceeds if an Event of Default under Section 8(a) or
(f) has occurred and is continuing at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default under Section 8(a) or
(f) had occurred and was continuing); and (b) in connection with any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax
credits or deductions that reduce the amount of taxes and any tax sharing arrangements). 
 “New Lender”: as defined in
Section 2.24(b). 
 “New Lender Supplement”: as defined in Section 2.24(b). 

“New York UCC”: as defined in the Guarantee and Collateral Agreement. 

“Non-Consenting Lender”: as defined in Section 2.22. 

“Non-Recourse Debt”: Indebtedness as to which (i) neither the MLP nor any
Restricted Subsidiary provides any guarantee other than a pledge of Capital Stock of any Person that is a primary obligor in respect of such Indebtedness and is not the MLP or a Restricted Subsidiary and (ii) no default thereunder would, as
such, constitute a default under any Indebtedness of the MLP or any Restricted Subsidiary. 
 “Notes”: the collective
reference to any promissory note evidencing Loans, in each case substantially in the form of Exhibit I-1, I-2 or
I-3, as applicable. 
 “Obligations”: the unpaid principal of and interest
on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to
any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the General Partner, any Borrower or any other Loan


  
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Party to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of,
or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, termination payments, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by any Borrower or any other Loan Party pursuant hereto) or
otherwise. “Obligations” shall also include all obligations and liabilities of the Loan Parties under any Specified Swap Agreements and Specified Cash Management Agreements; provided, however, that the “Obligations”
of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party. 
 “OFAC” means the Office of
Foreign Assets Control of the United States Department of the Treasury. 
 “Omnibus Agreement”: Omnibus Agreement dated as
of January 24, 2013 among the Parent, the MLP and the General Partner, as amended by Amendment No. 1, dated as of March 17, 2014 and Amendment No. 2, dated as of January 13, 2015. 

“Operational EBITDA”: as defined in the definition of Consolidated EBITDA. 

“Other Connection Taxes”: with respect to any Credit Party, Taxes imposed as a result of a present or former connection
between such Credit Party and the jurisdiction imposing such Taxes (other than a connection arising from such Credit Party having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document). 
 “Other
Taxes”: any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or
from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under
Section 2.22). 
 “Parent”: SunCoke Energy, Inc., a Delaware corporation. 

“Participant”: as defined in Section 10.6(c). 

“Participant Register”: as defined in Section 10.6(c). 

“Partnership Agreement”: the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of
January 24, 2013, as amended by Amendment No. 1, dated December 23, 2015. 
 “Patriot Act”: as defined in
Section 10.17. 
 “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to ERISA
or any successor entity performing similar functions. 
 “Pension Plan”: any Plan subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA. 
 “Permitted Acquisition”: any direct or indirect
acquisition by the MLP or a Restricted Subsidiary, in a transaction or series of related transactions permitted by Section 7.8 (including, without 

  
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limitation, Section 7.8(c)), of (a) more than 50% of any class of Voting Stock of any Person, (b) all or substantially all of the coal or other mineral reserves of any Person or
(c) all or substantially all of the property and assets or business of another Person or any assets or business of any other Person constituting a business unit, line of business or division of any Person. 

“Permitted Business”: any of the businesses in which the MLP and its Subsidiaries are engaged on the Closing Date and any
other activities that are similar, ancillary or reasonably related to, or a reasonable extension, expansion or development of, such businesses or ancillary thereto. 

“Permitted Holder”: (i) the Parent or (ii) any other Person that controls or is controlled by the Person in the
preceding clause (i). 
 “Permitted Liens”: 

(i) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with
Section 6.3 or Section 6.10; 
 (ii) carriers’, warehousemen’s,
landlord’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue (subject to extension by mutual agreement by the
obligee and obligor) by more than 30 days or are being contested in compliance with Section 6.3; 

(iii) (A) pledges or deposits (I) in compliance with workers’ compensation, unemployment insurance and other social
security laws or regulations or similar legislation or (II) to secure liabilities to insurance carriers under insurance arrangements in respect of such obligations, (B) good faith deposits, prepayments or cash payments in connection with
bids, tenders, contracts or leases, or to secure public or statutory obligations, surety and appeal bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business, or (C) Liens on the
property and assets of the MLP or any Restricted Subsidiary incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, contractual arrangements with suppliers, reclamation bonds, surety and appeal bonds or other obligations of a like nature and incurred in a manner consistent with industry practice, in
each case which are not incurred in connection with the borrowing of money or the obtaining of advances or credit; 
 (iv)
customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements;

 (v) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of
the disposition of such assets; 
 (vi) options, put and call arrangements, rights of first refusal and similar rights
relating to Investments in joint ventures, partnerships and the like and Liens on joint venture interests in favor of joint venture partners to secure obligations arising under the applicable joint venture agreements; 

(vii) Liens incurred in the ordinary course of business securing obligations not constituting Indebtedness for borrowed money
and not in the aggregate materially detracting from the value of the properties of the MLP and its Restricted Subsidiaries or their use in the operation of the business of the MLP and its Restricted Subsidiaries; 

  
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 (viii) existing or future grants of coal bed methane leases or oil and gas or
other hydrocarbon leases granted by any Governmental Authority or other third party and associated pipelines, collection facilities, accessways and easements pertaining to the same; 

(ix) surface use agreements, mining agreements, easements, covenants, conditions, restrictions, declarations, zoning
restrictions, rights of way, minor defects in title, encroachments, pipelines, leases (other than Capital Lease Obligations), licenses, special assessments, railroad trackage, siding and spur rights and agreements, transmission and transportation
lines, related to real property (and together with all the foregoing Liens in this subsection (ix), collectively, “Real Property Liens”), (A) which are in existence on the date hereof or with respect to after-acquired property,
which are in existence on the date of such acquisition (as the same may be amended or modified from time to time), or (B) imposed by law or arising in the ordinary course of business, in each case that do not secure any monetary obligation, and
in each case do not materially detract from the value of the affected real property for the purpose for which it is being used at the time of evaluation (subject to and taking into account any implied, express or historical consent, permission or
other acquiescence by the holder of any Real Property Lien) and do not materially interfere with the ordinary conduct of business of the MLP or any Subsidiary as actually conducted at the time of evaluation; 

(x) judgment liens in respect of judgments that do not constitute an Event of Default under Section 8(h); 

(xi) any precautionary uniform commercial code financing statement filing in respect of leases (and not any Indebtedness)
entered into the ordinary course of business; 
 (xii) rights of owners of interests in overlying, underlying or intervening
strata and/or mineral interests not owned by the MLP or one of its Subsidiaries, with respect to real property where the MLP or applicable Subsidiary’s ownership is only surface or severed mineral or is otherwise subject to mineral severances
in favor of one or more third parties; 
 (xiii) layback arrangements, joint operation arrangements and similar arrangements
with adjoining coal operators; 
 (xiv) with respect to water rights, Liens imposed by the doctrine of prior appropriation
(including seniority of water rights), the necessity to put the water to a beneficial use, restrictions imposed by the applicable Governmental Authority and the actual availability of water (including restrictions on the use of ground water); 

(xv) farm, grazing, hunting, recreational and residential leases with respect to which the MLP or any Subsidiary is a lessor
encumbering portions of any property to the extent such leases would be granted or permitted by a prudent operator of mining properties similar in use and configuration to real properties; 

(xvi) encumbrances typically found upon real property used for mining purposes in the applicable jurisdiction in which the
applicable real property is located to the extent such encumbrances would be permitted or granted by a prudent operator of mining property similar in use and configuration to such real property (e.g., surface rights agreements, wheelage agreements
and reconveyance agreements); 

  
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 (xvii) rights and easements of owners (i) of undivided interests in any of
the real property where the MLP or its Subsidiaries own less than 100% of the fee interest, (ii) of interests in the surface of any real property where the MLP or its Subsidiaries do not own or lease such surface interest, (iii) and
lessees, if any, of coal or other minerals (including oil, gas and coalbed methane) where the MLP or its Subsidiaries do not own such coal or other minerals, and (iv) and lessees of other coal seams and other minerals (including oil, gas and
coalbed methane) not owned or leased by the MLP or its Subsidiaries; 
 (xviii) with respect to any real property in which
the MLP or any Subsidiary holds a leasehold interest, terms, agreements, provisions, conditions, and limitations (other than royalty and other payment obligations which are otherwise permitted hereunder) contained in the leases granting such
leasehold interest and the rights of lessors thereunder (and their heirs, executors, administrators, successors, and assigns); 

(xix) rights of others to subjacent or lateral support and absence of subsidence rights or to the maintenance of barrier
pillars or restrictions on mining within certain areas as provided by any Mining Lease, unless in each case waived by such other person; 

(xx) Liens securing obligations in respect of trade-related letters of credit permitted under
Section 7.2(n) covering only the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; 

(xxi) Liens on specific items of inventory, equipment or other goods and proceeds of any Person securing such Person’s
obligations in respect thereof or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(xxii) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to
money or instruments of the MLP or any Restricted Subsidiary on deposit with or in possession of such bank; 
 (xxiii) Liens
incurred in the ordinary course of business to secure liability to insurance carriers; 
 (xxiv) non-exclusive licenses of intellectual property in the ordinary course of business; 

(xxv) Liens to secure a defeasance trust; 

(xxvi) Liens arising under retention of title, hire, purchase or conditional sale arrangements arising under provisions in a
supplier’s standard conditions of supply in respect of goods or services supplied to the MLP or any Restricted Subsidiary in the ordinary course of business on arm’s length terms; and 

(xxvii) with respect to all real property in which the MLP or any Restricted Subsidiary owns less than a fee interest, all Real
Property Liens and all other liens, encumbrances, charges, mortgages, security interests and any and all other Liens of whatsoever nature which are suffered or incurred by the fee owner, any superior lessor, sublessor or licensor, or any inferior
lessee, sublessee or licensee. 

  
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 “Permitted Refinancing”: with respect to any Person, any modification,
refinancing, refunding, renewal, extension or replacement of any Indebtedness of such Person; provided that: 
 (a) the principal
amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, extended or replaced except by an amount equal to unpaid
accrued interest and premium thereon plus other reasonable amounts paid, and fees (including original issue discount) and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, extension or replacement
and by an amount equal to any existing commitments unutilized thereunder; 
 (b) such modification, refinancing, refunding, renewal,
extension or replacement has a final maturity date equal to or later than the Revolving Termination Date and (ii) the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced (excluding the effect of any prepayments of scheduled amortization); and 

(c) (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is subordinated in right of
payment to the Obligations, such modification, refinancing, refunding, renewal, extension or replacement is subordinated in right of payment to the Obligations, (ii) such modification, refinancing, refunding, renewal, extension or replacement
is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced or any other Person who would have been permitted to incur such Indebtedness hereunder and (iii) to the extent
that the Liens securing the Indebtedness being refinanced are subordinated to the Liens securing the Obligations, any Lien securing such refinancing Indebtedness is subordinated to the Liens securing the Obligations on terms at least as favorable on
the whole to the Lenders as those contained in the applicable subordination language (if any) for the Indebtedness being refinanced. 

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 
 “Plan”: (A) any
“employee benefit plan,” as defined in Section 3(3) of ERISA (except a Multiemployer Plan) in respect of which any Group Member or (B) with respect to any “employee benefit plan” subject to Title IV of ERISA or
Section 412 of the Code any ERISA Affiliate, (i) is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or (ii) has any liability.

 “Platform”: as defined in Section 6.2. 

“Policy” and “Policies”: as defined in Section 5.1(h). 

“Preferred Stock”: with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or
distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person. 
 “Pro Forma Basis”: for
purposes of calculating any financial ratio, 
 (i) pro forma effect will be given to any Indebtedness, Disqualified Capital
Stock or Preferred Stock (other than ordinary working capital borrowings) incurred during or after the applicable period to the extent the Indebtedness is outstanding or is to be incurred on the date as if the Indebtedness, Disqualified Capital
Stock or Preferred Stock had been incurred on the first day of the applicable period; 

  
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 (ii) pro forma calculations of interest on Indebtedness bearing a floating
interest rate will be made as if the rate in effect on the date on which such ratio is calculated (taking into account any Hedging Agreement applicable to the Indebtedness if the Hedging Agreement has a remaining term of at least 12 months) had been
the applicable rate for the entire applicable period; 
 (iii) Fixed Charges related to any Indebtedness, Disqualified
Capital Stock or Preferred Stock (other than ordinary working capital borrowings) no longer outstanding or to be repaid or redeemed on the date on which such ratio is calculated, will be excluded; 

(iv) asset acquisitions and dispositions (including, without limitation, the acquisition or disposition of companies,
divisions, lines of business or non-ordinary course assets), mergers, consolidations and discontinued operations (as determined in accordance with GAAP), and any related financing transactions, that the MLP or
any of its Restricted Subsidiaries has both determined to make and made after the Closing Date and during the applicable period or subsequent to such applicable period and on or prior to or simultaneously with the date on which such ratio is
calculated shall be calculated on a pro forma basis assuming that all such acquisitions and dispositions (including, without limitation, the acquisition or disposition of companies, divisions, lines of business or
non-ordinary course assets), mergers, consolidations and discontinued operations (and the change of any associated Fixed Charges, Consolidated Senior Secured Debt or Consolidated Total Debt and the change in
Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable period, including any pro forma expense and cost reductions and other operating improvements that have occurred or are reasonably expected to occur, in the
reasonable judgment of the chief financial officer of the General Partner (regardless of whether these cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended, or any other regulation or policy of the SEC related thereto); provided that the benefits resulting therefrom are anticipated by the MLP to be realized
in the good faith judgment of the chief financial officer of the General Partner within 18 months; 
 (v) any Person that is
a Restricted Subsidiary on the date on which such ratio is calculated will be deemed to have been a Restricted Subsidiary at all times during such applicable period, and if, since the beginning of the applicable period, any Person that subsequently
became a Restricted Subsidiary or was merged with or into the MLP or any of its other Restricted Subsidiaries since the beginning of such period shall have made any acquisition, Investment, disposition, merger, consolidated or discontinued
operation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the applicable financial ratio shall be adjusted giving pro forma effect thereto for such period as if
such asset acquisition or disposition (including, without limitation, the acquisition or disposition of companies, divisions, lines of business or non-ordinary course assets), merger, consolidation or
discontinued operation had occurred at the beginning of the applicable period; and 
 (vi) any Person that is not a
Restricted Subsidiary on the date on which such ratio is calculated will be deemed not to have been a Restricted Subsidiary at all times during such applicable period. 

Whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial
or accounting officer of the General Partner. 
 “Prohibited Transaction”: as defined in Section 406 of ERISA and
Section 4975(c) of the Code. 

  
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 “Projections”: as defined in Section 6.2(c). 

“Properties”: as defined in Section 4.17(a). 

“Public Lender”: as defined in Section 6.2. 

“Purchasing Borrower Party”: the MLP or any Restricted Subsidiary of the MLP that becomes an Eligible Assignee pursuant to
Section 10.6. 
 “Purchasing Borrower Party Assignment and Assumption”: as defined in
Section 10.6(f). 
 “Qualified Capital Stock”: Capital Stock that is not Disqualified Capital
Stock. 
 “Real Property Liens”: as defined in the definition of Permitted Liens. 

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation
proceeding relating to any asset of any Group Member. 
 “Refunded Swingline Loans”: as defined in
Section 2.7. 
 “Register”: as defined in Section 10.6(b). 

“Regulation U”: Regulation U of the Board as in effect from time to time. 

“Reimbursement Obligation”: the obligation of the Borrowers to reimburse the Issuing Lender pursuant to
Section 3.5 for amounts drawn under Letters of Credit. 
 “Reinvestment Period”: as defined in
the definition of Net Cash Proceeds. 
 “Related Indemnitee”: with respect to any Indemnitee, (a) any controlled or
controlling Affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlled or controlling Affiliates, (c) the respective agents and advisors or other representatives of such
Indemnitee or any of its controlled or controlling Affiliates, in the case of this clause (c), acting on behalf of or at the instructions of such Indemnitee or controlled or controlling Affiliate; provided, that each reference to a controlled
or controlling Affiliate in this definition pertains to a controlled or controlling Affiliate involved in the negotiation, syndication, administration or enforcement of this Agreement. 

“Related Parties”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Replaced Revolving Commitments”: as defined in Section 10.1. 

“Replaced Revolving Loans”: as defined in Section 10.1. 

“Replaced Term Loans”: as defined in Section 10.1. 

“Replacement Revolving Commitments”: as defined in Section 10.1. 

“Replacement Revolving Loans”: as defined in Section 10.1. 

“Replacement Term Loans” as defined in Section 10.1. 

  
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 “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA or
the regulations issued thereunder, with respect to a Pension Plan, other than those events as to which notice is waived pursuant to DOL Reg. Section 4043. 

“Required Lenders”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in
effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the
Total Revolving Extensions of Credit then outstanding. The Term Loans, the Revolving Extensions of Credit and Revolving Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the
amount of any participation in any Swingline Loan and unreimbursed drawings under Letters of Credit that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the
Lender that is the Swingline Lender or Issuing Issuer, as the case may be, in making such determination. 
 “Requirement of
Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Responsible Officer”: the chief executive officer, president, chief financial officer, treasurer, or other authorized
officer of the General Partner, but in any event, with respect to financial matters, the chief financial officer, the treasurer, any assistant treasurer or any other financial officer of the General Partner, and, solely for purposes of the delivery
of incumbency certificates, the secretary or any assistant secretary of the General Partner and, solely for purposes of notices given pursuant to Section 2 and Section 3, any other officer or
employee of the General Partner so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the General Partner designated in or pursuant to an agreement between the General Partner and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the General Partner shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of the General Partner and such Responsible Officer shall be conclusively presumed to have acted on behalf of the General Partner. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate
and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent. 

“Restricted Payment”: any (i) dividend or other distribution (whether in cash, securities or other property) with
respect to any Capital Stock in the MLP or any of its Restricted Subsidiaries, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Capital Stock of the MLP or any of its Restricted Subsidiaries held by Persons other than the MLP or any of its Restricted Subsidiaries or (ii) prepayment, purchase,
repurchase redemption of, or other principal payment in respect of, Subordinated Debt prior to any scheduled payment or maturity thereof, other than (x) payments of interest when due and principal when due in accordance with the scheduled
maturity thereof or the purchase, repurchase or other acquisition of any Subordinated Debt purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year
of the date of acquisition or (y) a payment of intercompany Subordinated Debt. For purposes of the foregoing, the term “Restricted Payment” shall not include any dividend or distribution paid in the form of the MLP’s Qualified
Capital Stock. 
 “Restricted Subsidiary”: any Subsidiary of the MLP other than an Unrestricted Subsidiary. 

  
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 “Revolving Commitment”: as to any Lender, the obligation of such Lender, if any,
to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on
Schedule 1.1A or in the Assignment and Assumption (or other documentation) pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The amount of the Total Revolving
Commitments as of the Closing Date is $285,000,000. 
 “Revolving Commitment Period”: the period from and including the
Closing Date to the Revolving Termination Date. 
 “Revolving Extensions of Credit”: as to any Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding. 
 “Revolving
Facility”: as defined in the definition of Facility. 
 “Revolving Lender”: each Lender that has a Revolving
Commitment or that holds Revolving Loans. 
 “Revolving Loans”: as defined in Section 2.1(a). 

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment
then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding
constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the
Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis. Notwithstanding the foregoing, in the case of
Section 2.23 when a Defaulting Lender shall exist, Revolving Percentages shall be determined without regard to any Defaulting Lender’s Revolving Commitment. 

“Revolving Termination Date”: May 24, 2022. 

“S&P”: as defined in the definition of Cash Equivalents. 

“Sale and Leaseback Transaction”: with respect to any Person, an arrangement whereby such Person enters into a lease of
property previously transferred by such Person to the lessor. 
 “Sanction(s)”: any applicable economic, financial or trade
sanction administered or enforced by the United States Government, including OFAC, and, if applicable to any Group Member, the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other
relevant sanctions authority. 
 “SEC”: the Securities and Exchange Commission, any successor thereto and any analogous
Governmental Authority. 

  
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 “Secured Parties”: as defined in the Guarantee and Collateral Agreement. 

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other
security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document. 

“Solvent”: when used with respect to any Person or group of Persons, means that, as of any date of determination,
(a) the amount of the “present fair saleable value” of the assets of such Person or group will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted
terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person or group will, as of such date, be greater than
the amount that will be required to pay the liability of such Person or group on its debts as such debts become absolute and matured, (c) such Person or group will not have, as of such date, an unreasonably small amount of capital with which to
conduct its business, and (d) such Person or group will be able to pay its debts as they mature. For the purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any
(A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 

“Specified Cash Management Agreement”: any agreement providing for treasury, depositary, purchasing card or cash management
services, including in connection with any automated clearing house transfers of funds or any similar transactions or any agreement providing for supply-chain financing between the MLP or any Restricted Subsidiary and any Lender or Affiliate
thereof, which, except in the case of any such agreement to which the Administrative Agent or any of its Affiliates is a party, has been designated by such Lender and the MLP, by notice to the Administrative Agent not later than 90 days after the
later of (i) the Closing Date and (ii) the execution and delivery by the MLP or such Restricted Subsidiary, as a “Specified Cash Management Agreement.” Any such agreement shall cease to be a Specified Cash Management Agreement on
the sixtieth (60th) day after the date that the Lender or Administrative Agent that is a party thereto (or whose Affiliate is a party thereto) ceases to be a Lender or the Administrative Agent
under this Agreement. 
 “Specified Change of Control”: a “Change of Control” (or any other defined term having a
similar purpose) as defined in the documentation for any Material Indebtedness. 
 “Specified Swap Agreement”: any Swap
Agreement entered into by the MLP or any Restricted Subsidiary that either (i) is in effect on the Closing Date if such counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing
Date or (ii) is entered into after the Closing Date if such counterparty is the Administrative Agent, a Lender or an affiliate of the Administrative Agent or a Lender at the time such Swap Agreement is entered into. 

“Stated Maturity”: (a) with respect to any Indebtedness, the date specified as the fixed date on which the final installment
of principal of such Indebtedness is due and payable or (b) with respect to any scheduled installment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable as set
forth in the documentation governing such Indebtedness, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment. 

  
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 “Subordinated Debt”: any unsecured Indebtedness of the Loan Parties which is
subordinated in right of payment to the Obligations, pursuant to a written agreement to that effect, which Indebtedness shall have a Stated Maturity that is at least one year later than the Revolving Termination Date and no amortization payouts or
other mandatory prepayments (other than customary change of control and asset sale prepayment provisions) prior to such date. 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the MLP. 

“Subsidiary Guarantor”: at any time, each Subsidiary that guarantees the Obligations under the Guarantee and Collateral
Agreement, provided that no Foreign Subsidiary shall be a Subsidiary Guarantor. 
 “Swap Agreement”: any agreement with
respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the MLP or any of its Subsidiaries shall be a “Swap Agreement.” 

“Swap Obligation”: with respect to any Loan Party any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 
 “Swingline
Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000. 

“Swingline Exposure”: at any time, the sum of the aggregate undrawn amount of all outstanding Swingline Loans at such time.
The Swingline Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total Swingline Exposure at such time. 

“Swingline Lender”: Bank of America, in its capacity as the lender of Swingline Loans. 

“Swingline Loan Notice”: a notice of a borrowing of a Swingline Loan pursuant to Section 2.7, which
shall be substantially in the form of Exhibit K or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent) appropriately completed and signed by a Responsible Officer of the applicable Borrower. 
 “Swingline Loans”: as
defined in Section 2.6. 
 “Swingline Participation Amount”: as defined in
Section 2.7. 

  
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 “Syndication Agent”: ABN AMRO Capital USA LLC. 

“Taxes”: any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Lenders”: the collective reference to the Incremental Term Lenders. 

“Term Loans”: the collective reference to the Incremental Term Loans. 

“Term Percentage”: as to any Term Lender with respect to any class of Term Loans at any time, the percentage which the
aggregate principal amount of such Lender’s Term Loans of such class then outstanding constitutes of the aggregate principal amount of the Term Loans of such class then outstanding). 

“Test Period”: at any time, the most recently ended four consecutive Fiscal Quarter period for which financial statements
have been delivered or are required to have been delivered pursuant to Section 6.1(a) or 6.1(b). 
 “Threshold
Amount”: $35,000,000. 
 “Title Insurance Company”: (i) with respect to title insurance for Mortgaged Properties
as of the Closing Date, First American Title Insurance Company and (ii) thereafter First American Title Insurance Company or such other title insurer as may be selected by mutual agreement of the Borrowers’ Agent and the Administrative
Agent. 
 “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.

 “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the
Revolving Lenders outstanding at such time. 
 “Transaction Documentation”: collectively, the 2017 Senior Note Indenture,
the 2017 Senior Notes, this Agreement and the Omnibus Agreement, in each case as in effect on the Closing Date. 
 “Transaction
Liens”: the Liens on Collateral granted by the Loan Parties under the Security Documents. 
 “Transactions”:
collectively, the transactions to occur on or about the Closing Date pursuant to the Transaction Documentation or other agreements existing on or prior to the Closing Date, including without limitation (i) the execution, delivery and
performance of this Agreement and the Loan Documents, and (ii) the borrowing of the Loans hereunder and the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Transferee”: any Assignee or Participant. 

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan. 

“United States”: the United States of America. 

“Unrestricted Subsidiary”: any Subsidiary of the MLP designated by the board of directors of the General Partner as an
Unrestricted Subsidiary pursuant to Section 6.11 subsequent to the Closing Date. 

  
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 “U.S. Person”: a “United States person” within the meaning of Section
7701(a)(30) of the Code. 
 “U.S. Tax Certificate”: as defined in Section 2.19(f)(ii)(B)(iii). 

“Voting Stock”: with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body of such Person. 
 “Weighted Average Life to
Maturity”: when applied to any Indebtedness at any date, the number of years obtained by dividing: 
 (a) the sum of the products
obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 

(b) the then outstanding principal amount of such Indebtedness. 

“Withdrawal Liability”: any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Title IV of ERISA. 
 “Withholding Agent”: the relevant Loan Party and the
Administrative Agent. 
 “Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.” 
 1.2 Other Definitional
Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant
hereto or thereto. 
 (b) As used herein and in the other Loan Documents, and any certificate or other document made or
delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not
defined, shall have the respective meanings given to them under GAAP (provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant
hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of any Group Member
at “fair value”, as defined therein), (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be
construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and
(v) references to agreements or other Contractual Obligations or laws, rules or regulations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations or laws, rules or regulations as amended,
supplemented, restated or otherwise modified from time to time. 

  
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 (c) The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

 (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such
terms. 
 1.3 Joint and Several Obligations;
Borrowers’ Agent. 
 (a) All obligations of the Borrowers hereunder
shall be joint and several. Any notice, request, waiver, consent or other action made, given or taken by any Borrower shall bind all of the Borrowers. 

(b) Each of the Loan Parties hereby authorizes the MLP to act as agent for all of the Loan Parties, and to execute and deliver
on behalf of any Loan Party such notices (including Loan Notices and Swingline Loan Notices), requests, waivers, consents, certificates, and other documents, and to take any and all actions, required or permitted to be delivered or taken by the Loan
Parties hereunder. Each Loan Party hereby agrees that any such notices, requests, waivers, consents, certificates and other documents executed, delivered or sent by the MLP or any Responsible Officer of the General Partner and any such actions taken
by the MLP or any Responsible Officer of the General Partner shall bind each Loan Party. 
 SECTION 2 

AMOUNT AND TERMS OF COMMITMENTS 

2.1 Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving
Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to
such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving
Commitment. During the Revolving Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The
Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12. 

(b) The Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date. 

2.2 Procedure for Revolving Loan
Borrowing. The Borrowers may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the applicable Borrower shall give the Administrative Agent irrevocable notice
prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans)
(provided that (i) such notice may be given by (A) telephone, or (B) a Loan Notice (provided any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice) and (ii) any such
notice of a borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., New York City time, on the date of the


  
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proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole
multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided,
that the Swingline Lender may request, on behalf of any Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any such Loan Notice from a Borrower,
the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable
Borrower by the Administrative Agent crediting the account of the applicable Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent. 
 2.3 [Reserved]. 

2.4 [Reserved]. 

2.5 Repayment of Term Loans. The Incremental Term
Loans of each Incremental Term Lender shall be repaid in consecutive installments (which shall be no more frequent than quarterly) as specified in the Increased Facility Activation Notice pursuant to which such Incremental Term Loans were made. 

2.6 Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender,
in reliance upon the agreements of the other Revolving Lenders set forth herein, agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by
making swingline loans (“Swingline Loans”) to the Borrowers; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect
(notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) no Borrower shall request, and
the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the
Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. 

(b) The Borrowers shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of
(i) the Revolving Termination Date and (i) the date occurring ten days after such Swingline Loan is made (which payment may be made if the Borrowers so elect by the borrowing of Revolving Loans and the simultaneous application of all or a
portion of the proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the Borrowers shall repay all Swingline Loans then outstanding. 

2.7 Procedure for Swingline Borrowing; Refunding of
Swingline Loans. (a) Whenever a Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender and the Administrative Agent irrevocable notice which may be given by
(A) telephone or (B) by a Swingline 

  
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Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such
Swingline Loan Notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a
Business Day during the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $250,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the
Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make the proceeds of such Swingline Loan available to the applicable Borrower in immediately available funds. 

(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers
(which hereby irrevocably direct the Swingline Lender to act on its behalf), on one Business Days’ notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving
Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such
notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one
Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrowers irrevocably authorize the Swingline Lender to charge the Borrowers’ accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded
Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. 

(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events
described in Section 8(f) shall have occurred and be continuing with respect to any Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by
Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding
Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount
of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans. 
 (d) Whenever, at any time
after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its
Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest
payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that
such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 

  
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 (e) Each Revolving Lender’s obligation to make the Loans referred to in
Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Revolving Lender or any Borrower may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any
Borrower, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 

2.8 Commitment Fees, etc. (a) The Borrowers agree to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of
the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof. 

(b) The MLP agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letter.

 2.9 Termination or Reduction of
Revolving Commitments. (a) The Borrowers’ Agent shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from
time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce
permanently the Revolving Commitments then in effect. 
 (b) [Reserved]. 

2.10 Optional Prepayments. Any Borrower may at any time and from time to time prepay the Loans, in
whole or in part, without premium or penalty, upon irrevocable notice (provided that, if a notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other
transaction or event, such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such credit facilities do not become effective or such other issuance, transaction or event does not close or materialize, subject to the
obligations of the Borrower under Section 2.20) delivered to the Administrative Agent (which notice shall be in a form reasonably acceptable to the Administrative Agent) no later than 12:00 Noon, New York City time, three
Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the Facility being prepaid, the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts
owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate
principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple 

  
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thereof and shall be applied ratably to the remaining principal amortization payments (excluding the final payment due on the maturity date of such Term Loan for purposes of calculating such
ratable application). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. 

2.11 Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group
Member after the Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward
the prepayment of the Loans as set forth in Section 2.11(c). 
 (b) If on any date any Group Member shall receive Net
Cash Proceeds from any Asset Sale or Recovery Event occurring after the Closing Date then 100% of such Net Cash Proceeds shall be applied (or distributed to the MLP for application by the MLP) within three Business Days of such date (or, if later,
the date otherwise provided for in the definition of Net Cash Proceeds) toward the prepayment of the Loans as set forth in Section 2.11(c). 

(c) The application of any prepayment pursuant to this Section 2.11 shall be made as follows:
first, ratably to the outstanding Term Loans (in each case ratably to the remaining principal amortization payments excluding the final payment due on the maturity date of such Term Loan for purposes of calculating such ratable application),
second, ratably to outstanding Swingline Loans and drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5, and third, to the outstanding Revolving Loans. Within the
foregoing parameters, prepayments shall be applied first, to ABR Loans and, second, to Eurodollar Loans (in direct order of Interest Period maturities). Each prepayment of the Loans under this Section 2.11
shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. 
 2.12 Conversion
and Continuation Options. (a) Any Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such
election, which may be given by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each Loan Notice must be received
by the Administrative Agent no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period
with respect thereto. Any Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business
Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such Loan Notice the
Administrative Agent shall promptly notify each relevant Lender thereof. 
 (b) Any Eurodollar Loan may be continued as such
upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent (which may be given by (1) telephone, or (2) a Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice), in accordance with the applicable provisions of the term “Interest Period” set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and
is continuing and the Administrative Agent has 

  
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or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if any
Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period. Upon receipt of any such Loan Notice the Administrative Agent shall promptly notify each relevant Lender thereof. 

2.13 Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving
effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be
outstanding at any one time. 
 2.14 Interest Rates and
Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin. 
 (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus
the Applicable Margin. 
 (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall
not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section 2.14 plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion
of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans
under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as
before judgment). 
 (d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest
accruing pursuant to paragraph (c) of this Section 2.14 shall be payable from time to time on demand. 

2.15 Computation of Interest and
Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrowers’ Agent and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrowers’ Agent and the relevant Lenders of the effective date and the amount of each
such change in interest rate. 

  
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 (b) Each determination of an interest rate by the Administrative Agent pursuant
to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrowers’ Agent, deliver to the Borrowers’ Agent a
statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a). 

(c) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in
an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received
by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

2.16 Inability to Determine Interest
Rate. If prior to the first day of any Interest Period: 
 (a) the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest
Period, or 
 (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the
relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period, 
 the Administrative Agent shall give notice thereof to the Borrowers’ Agent and the relevant Lenders as soon as
practicable thereafter. If such notice is given (i) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (ii) any Loans under the relevant Facility that
were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (iii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the
then-current Interest Period, to ABR Loans (in each case in clauses (i), (ii) and (iii), whose rate shall be determined without the utilization of the Eurodollar Base Rate component in determining the ABR Rate). Until such notice has been withdrawn
by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall any Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. 

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section and the
Borrowers shall so request, the Administrative Agent, the affected Lenders and the Borrowers shall negotiate in good faith to amend the definition of “Eurodollar Base Rate” and other applicable provisions to preserve the original intent
thereof in light of such change; provided that, until so amended, such affected Loans will be handled as otherwise provided pursuant to the terms of this Section. 

  
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 2.17 Pro Rata Treatment
and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made
pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. 

(b) Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Term Loans shall
be made pro rata according to the respective outstanding principal amounts of such Term Loans then held by the relevant Term Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. 

(c) Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Loans shall
be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. 

(d) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees
or otherwise, shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 2:00 p.m., New York City time, on the due date thereof to the Administrative Agent,
for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received, net of any amounts
owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension. 
 (e) Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making
such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent
by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender
within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the
applicable Borrower. 

  
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 (f) Unless the Administrative Agent shall have been notified in writing by the
Borrowers’ Agent prior to the date of any payment due to be made by a Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment,
and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers. 

(g) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.7(b), 2.7(c), 2.17(e), 2.17(f), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such
unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses
(i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. 
 (h) The obligations of
the Lenders hereunder to make Loans and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 9.7 on
any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under
Section 9.7. 
 2.18 Requirements of Law.
(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof: 
 (i) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other
acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; 

(ii) subject any Credit Party to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its Loans,
Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 
 (iii)
shall impose on such Lender any other condition (other than Taxes); 
 and the result of any of the foregoing is to increase the cost to such Lender or such
other Credit Party, by an amount that such Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to compensate 

  
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such Lender or such other Credit Party for such increased cost or reduced amount receivable. If any Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to
this paragraph, it shall promptly notify the Borrowers’ Agent (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. 

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy
or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any holding company controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not
having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such holding company’s capital as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding
company’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrowers’ Agent (with a copy to the
Administrative Agent) of a written request therefor, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such holding company for such reduction. 

(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in
Requirements of Law, regardless of the date enacted, adopted, issued or implemented. 
 (d) A certificate as to any
additional amounts payable pursuant to this Section 2.18 submitted by any Lender to the Borrowers’ Agent (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding
anything to the contrary in this Section 2.18, no Borrower shall be required to compensate a Lender pursuant to this Section 2.18 for any amounts incurred more than nine months prior to the date
that such Lender notifies the Borrowers’ Agent of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be
extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section 2.18 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 
 2.19 Taxes. 

(a) (i) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any
Taxes, unless such deduction or withholding is required by any applicable law. If any applicable law, including the Code (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax
from any such payment by a Withholding Agent, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such
Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable


  
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to additional amounts payable under this Section 2.19), the applicable Credit Party receives the amount it would have received had no such deduction or withholding of
Indemnified Taxes been made. 
 (ii) Subject to Section 2.19(a)(i), if any Loan Party or the Administrative Agent
shall be required by the Code to withhold or deduct any Taxes from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required, (B) the Administrative
Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by
the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable recipient
receives an amount equal to the sum it would have received had no such withholding or deduction of Indemnified Taxes been made. 

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable laws other than the Code to withhold or
deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such laws, shall withhold or make such deductions as are determined by it to be required, (B) such Loan Party or the Administrative
Agent, to the extent required by such laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such laws, and (C) to the extent that the withholding or deduction is made on account of
Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this
Section) the applicable recipient receives an amount equal to the sum it would have received had no such withholding or deduction of Indemnified Taxes been made 

(b) The Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

 (c) As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan
Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 
 (d) The Loan Parties shall jointly and severally indemnify each Credit Party for
any Indemnified Taxes that are paid or payable by or required to be withheld or deducted from a payment to such Credit Party in connection with any Loan Document (including Indemnified Taxes paid or payable under this
Section 2.19(d)) and any reasonable expenses arising therefrom or with respect thereto; provided, however, that the Loan Parties shall not be required to indemnify any Credit Party for any Indemnified Taxes
the demand for which is made to the applicable Loan Party more than nine months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Credit Party for payment of such Indemnified Taxes,
and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes (except that if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the nine-month period referred to above shall be
extended to include the period of retroactive effect thereof). The indemnity under this Section 2.19(d) shall be paid 

  
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within 10 days after the Credit Party delivers to the Borrowers’ Agent a certificate stating the amount of any Indemnified Taxes so paid or payable by such Credit Party and describing the
basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Credit Party shall deliver a copy of such certificate to the Administrative Agent. Each of the Loan Parties shall,
and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the
Administrative Agent as required pursuant to Section 2.19(e) below; provided that, such Lender shall indemnify the applicable Loan Party and shall make payment in respect thereof, within 10 days after written demand therefor, to
the extent of any payment by such Loan Party to the Administrative Agent pursuant to this sentence with respect to Taxes described in clauses (ii) and (iii) of Section 2.19(e). 

(e) Each Lender shall severally indemnify (i) the Administrative Agent for any Indemnified Taxes (but only to the extent
that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender, (ii) the Administrative Agent and the Loan
Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(c) relating to the maintenance of a Participant Register and (iii) the Administrative Agent and the Loan
Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are paid or payable by the Administrative Agent or a Loan Party in connection with any Loan Document and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.19(e) shall be paid within 10 days after the
Administrative Agent or a Loan Party, as applicable, delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent or such Loan Party. Such certificate shall be conclusive of the amount so
paid or payable absent manifest error. 
 (f) (i) Any Lender or the Administrative Agent that is entitled to an exemption
from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers’ Agent and the Administrative Agent, at the time or times reasonably requested by the Borrowers’
Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers’ Agent or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of,
withholding. In addition, any Lender, if requested by the Borrowers’ Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers’ Agent or the
Administrative Agent as will enable the Borrowers’ Agent or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.19(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be
required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a change in any Requirements of Law, any incremental material
unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrowers’ Agent or the Administrative Agent, any Lender shall update any form or certification
previously delivered pursuant to this Section 2.19(f). If any form or certification previously delivered pursuant to this Section 2.19(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender
shall promptly (and in any event within 10 days after such expiration, obsolescence 

  
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or inaccuracy) notify the Borrowers’ Agent and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally
eligible to do so. 
 (ii) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender
(or, if the Lender is disregarded as an entity separate from its owner for U.S. Tax purposes, its sole owner) with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Borrowers’ Agent and the Administrative Agent
(in such number of copies reasonably requested by the Borrowers’ Agent and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is
applicable: 
 (A) any Lender that is a U.S. Person shall deliver executed copies of IRS
Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding Tax; 

(B) any Lender that is not a U.S. Person shall deliver whichever of the following is applicable: 

(i) (1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party, with
respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to
the “business profits” or “other income” article of such tax treaty; 
 (ii) executed copies of IRS Form W-8ECI; 
 (iii) in the case of a Lender claiming the portfolio interest
exemption under Section 881(c) of the Code, both (1) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, and
(2) a certificate substantially in the form of Exhibit F-1 (a “U.S. Tax Certificate”) to the effect that such Lender is not (a) a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code or (c) a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code; or 
 (iv) to the extent such Lender is not the beneficial owner,
(1) executed copies of IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B)(i), (B)(ii), (B)(iii) and
(C) of this Section 2.16(f)(ii) from each beneficial owner; provided, however, that if the Lender is a partnership and one or more of its direct or indirect partners are claiming the exemption for
portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate substantially in the form of Exhibit F-2 on behalf of such direct or indirect partner; 

  
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 (C) any Lender that is not a U.S. Person shall deliver executed copies of any
other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrowers’ Agent or the Administrative Agent to
determine the amount of Tax (if any) required by law to be withheld; and 
 (D) if a payment made to a Lender under any Loan
Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrowers’ Agent and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers’ Agent and the Administrative Agent, such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers’ Agent and the Administrative Agent as may be necessary
for the Borrowers’ Agent and the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this Section 2.19(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the Closing Date. 

(g) Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise
pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund or credit of any Taxes as to which it has been indemnified pursuant to this Section 2.19 (including additional amounts paid pursuant to this Section 2.19), it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.19 with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. This Section 2.19(g) shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person. 

(h) Each party’s obligations under this Section 2.19 shall survive any assignment of rights by,
or the replacement of, a Lender, the termination of the Commitments, the replacement or resignation of the Administrative Agent and the repayment, satisfaction or discharge of all other obligations under the Loan Documents. 

(i) For purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Borrowers and the
Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1471-2(b)(2)(i). 
 (j) For purposes of Sections 2.19(e) and (f), the term
“Lender” includes the Issuing Lender and the Swingline Lender. For purposes of this Section 2.19, the term “applicable law” includes FATCA. 

  
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 2.20 Indemnity. The Borrowers agree to indemnify each Lender for, and to
hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by any Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has
given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by any Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of
(i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such
Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.20 submitted to the Borrowers’ Agent by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

2.21 Change of Lending Office. Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) or (d) with respect to such Lender, it will, if requested by the Borrowers’ Agent, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms
that, in the sole judgment of such Lender, cause such Lender and its lending offices to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 2.21 shall
affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.18 or 2.19(a) or (d). 

2.22 Replacement of Lenders. The Borrowers’ Agent shall be permitted to
replace any Lender that (a) is entitled to additional amounts pursuant to Section 2.18 or 2.19(a) or (d), (b) becomes a Defaulting Lender, or (c) does not consent to any proposed amendment,
supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders, or
the Majority Facility Lenders, as the case may be) has been obtained) (any such Lender, a “Non-Consenting Lender”), with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing after giving effect to such replacement, (iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a) or (d), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan
owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (vii) the
replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrowers shall be obligated to pay the


  
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registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to
Section 2.18 or 2.19(a) or (d), as the case may be, (ix) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be
made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments thereafter; (x) in the case of any assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (xi) any such replacement shall not be deemed to be a waiver of any rights that any
Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. 
 2.23 Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to
Section 2.8(a); 
 (b) such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and “Majority Facility Lenders” and Section 10.01; 

(c) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.7 shall
be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, to cash collateralize any Issuing Lender’s L/C Exposure with respect to such Defaulting Lender in accordance with
Section 2.23(d); fourth, as the MLP may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the MLP, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y) cash collateralize any Issuing Lender’s L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement
in accordance with Section 2.23(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any final and non-appealable judgment of a
court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as
no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or drafts paid under Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the
related Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and drafts paid under Letters of Credit owed
to, all Non-Defaulting 

  
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Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or drafts paid under Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments under the Revolving Facility without giving effect to Section 2.23(d). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.23(c) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (d) if any Swingline Exposure or L/C Exposure exists at
the time such Lender becomes a Defaulting Lender then: 
 (i) all or any part of the Swingline Exposure and L/C Exposure of
such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent the sum of all
non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all
non-Defaulting Lenders’ Revolving Commitments; 
 (ii) if the reallocation
described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of the Issuing Lender only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in
accordance with the procedures set forth in Section 8 for so long as such L/C Exposure is outstanding; 

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s L/C Exposure pursuant to clause
(ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C
Exposure is cash collateralized; 
 (iv) if the L/C Exposure of the non-Defaulting
Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.8(a) and Section 3.3(a) shall be adjusted in accordance with such
non-Defaulting Lenders’ Revolving Percentages; and 
 (v) if all or any portion
of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender
hereunder, all fees payable under Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Lender until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and

 (e) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan
and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the Revolving
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.23(c), and participating interests in any newly made Swingline Loan or


  
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any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.23(c)(i) (and
such Defaulting Lender shall not participate therein). 
 If (i) a Bankruptcy Event with respect to a Lender Parent of any Lender shall
occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline
Lender or the Issuing Lender, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such
Lender hereunder. 
 In the event that the Administrative Agent, the Borrowers’ Agent, the Swingline Lender and the Issuing Lender each
agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and L/C Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its Revolving Percentage. 
 2.24 Incremental Facilities. 

(a) The Borrowers’ Agent and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders
shall make, obtain or increase the amount of their Term Loans (any such Terms Loans, “Incremental Term Loans”)) or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility
Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (A) the applicable
Incremental Term Maturity Date, (B) the amortization schedule for such Incremental Term Loans, and (C) the Applicable Margin for such Incremental Term Loans; provided, that (1) upon the effectiveness of each Incremental
Term Loan or increase in Revolving Commitments no Default or Event of Default has occurred and is continuing or shall result therefrom; (2) on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loans or increased
Revolving Commitments, (assuming in the case of an increase in the Revolving Commitments the full drawing of such increased Revolving Commitments and, without duplication, after giving effect to (x) the borrowing of any Revolving Loans on such
day under such increased Revolving Commitments, (y) other permitted pro forma adjustment events and (z) any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with
borrowing), the MLP is in compliance with the financial covenants in Section 7.1; (3) in the case of an incurrence of an Incremental Term Loan, the Weighted Average Life to Maturity of such Incremental Term Loans shall not
be shorter than the Weighted Average Life to Maturity of any then-outstanding Term Loans, (4) upon the effectiveness of each incurrence of any Incremental Term Loans or increase in Revolving Commitments, each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent (i) any such representations and warranties relate, by their terms, to a specific date, in which
case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such representations and warranties are qualified by materiality, in which case such representations and
warranties shall be true and correct in all respects) and (5) the Administrative Agent shall have received all flood hazard determination 

  
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certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to real property Collateral as required by applicable law and as reasonably
required by the Administrative Agent to comply with applicable Law or the requirements of its regulators. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and incremental Revolving Commitments
obtained after the Closing Date pursuant to this paragraph shall not exceed $200,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least
$20,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. 

(b) Any additional bank, financial institution or other entity which, with the consent (which consent shall not be unreasonably
withheld) of the Borrowers’ Agent, the Administrative Agent, the Issuing Lenders (in the case of a Revolving Facility only) and the Swingline Lender (in the case of a Revolving Facility only), elects to become a “Lender” under this
Agreement in connection with any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial
institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. 

(c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving
Facility, the Borrowers shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case
of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the
aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal
the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrowers’
Agent and the relevant Lender). 
 (d) Incremental Term Loans shall: (i) rank pari passu in right of payment priority
with the existing Term Loans and the Revolving Facility, (ii) share ratably in rights in the Collateral and the Collateral and Guaranty Agreement and (iii) otherwise be on terms reasonably satisfactory to the Administrative Agent,
provided that, such terms and documentation relating to such Incremental Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrowers than the existing Term Loans (except to the extent permitted above with
respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the Revolving Termination Date. 

(e) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each
Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in
writing by the Administrative Agent with the Borrowers’ Agent’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 

  
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 SECTION 3 

LETTERS OF CREDIT 

3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and
shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Borrowers or any of their Restricted Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved
from time to time by the Issuing Lender; provided that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s
L/C Commitment set forth on Schedule 3.1, (ii) the L/C Obligations would exceed the aggregate L/C Commitments or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall
(A) be denominated in Dollars and (B) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is five Business Days prior to the Revolving Termination Date, provided that
any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to
in clause (2) above). 
 (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit
if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) the issuance of such Letter of Credit would violate one or more policies
of the Issuing Lender applicable to letters of credit generally, (iii) Section 2.23(e) applies or (iv) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall
prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not
otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it. 

3.2 Procedure for Issuance of
Letter of Credit. The Borrowers may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified
herein an Application therefor, completed to the satisfaction of the Issuing Lender and signed by a Responsible Officer and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Lender, and
such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than
three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof. The Issuing Lender shall promptly


  
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furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). The Issuing Lender may
send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means
of communicating with a beneficiary. 
 3.3 Fees and Other
Charges. (a) The Borrowers will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably
among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrowers shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and
unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. 

(b) In addition to the foregoing fees, the Borrowers shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. 

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below,
for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of
each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the
terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address
for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount that is not so reimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, any Borrower or any other Person for any
reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition
(financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing. 
 (b) If any amount required to be paid by any L/C Participant to the Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C
Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required
to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be


  
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entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving
Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. 

(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from any Borrower or otherwise, including proceeds of
collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 

3.5 Reimbursement Obligation of the
Borrowers. If any draft is paid under any Letter of Credit, the Borrowers shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b) any Other Taxes, fees, charges or other costs or expenses
incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrowers’ Agent receives notice of such draft, if such notice is received on such day prior to
10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrowers’ Agent receives such notice. Each such payment shall be made to the
Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth
in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.14(b) and (y) thereafter, Section 2.14(c). 

3.6 Obligations Absolute. The Borrowers’ obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any Borrower may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrowers also agree with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrowers’ Reimbursement Obligations under
Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any
such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. The Borrowers agree that any action taken or omitted by the Issuing
Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrowers and shall not result in any liability of the Issuing
Lender to any Borrower. 
 3.7 Letter of Credit
Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrowers’ Agent of the date and amount thereof. The responsibility of the Issuing Lender to the
Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. 

  
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 3.8 Applications. To the extent that any provision of any Application
related to any Letter of Credit (i) is inconsistent with the provisions of this Section 3 or (ii) purports to add defaults or events of default or provide for the grant of security not contemplated by this
Agreement, the terms of this Agreement shall govern. 
 3.9 Additional Issuing
Lenders; Monthly Reports. 
 Subject to the prior approval of the Administrative
Agent, not be unreasonably withheld, the Borrowers’ Agent may appoint other Revolving Lenders as Issuing Lenders. Upon any such appointment, such Person shall become an Issuing Lender, be entitled to all the benefits and subject to the
obligations of an Issuing Lender hereunder with respect to Letters of Credit issued by it. The Borrowers’ Agent may select which Issuing Lender it requests to issue a Letter of Credit if there are multiple Issuing Lenders. The Administrative
Agent, the Borrowers’ Agent and any Issuing Lender appointed as such after the Closing Date may amend this Agreement as the Administrative Agent reasonably determines is necessary or appropriate to reflect such appointment. Each Issuing Lender
shall provide to the Administrative Agent a list of outstanding Letters of Credit issued by it (together with type and amounts) on a monthly basis. 

3.10 Letters of Credit Issued for
Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrowers shall be
obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the
Borrowers, and that the Borrowers’ businesses derives substantial benefits from the businesses of such Restricted Subsidiaries. 

SECTION 4 

REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and to issue or participate in the
Letters of Credit, except to the extent any such representations and warranties relate, by their terms, to a specific date, as of the date hereof (and as required under Section 5.2) the Borrowers hereby represent and
warrant to the Administrative Agent and each Lender that: 
 4.1 Financial Condition. (a)
[reserved]. 
 (b) The audited consolidated balance sheet of the MLP as of December 31, 2016 and the related
consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from KPMG, present fairly in all material respects the consolidated financial condition of the MLP
and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of
March 31, 2017, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its
consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated 

  
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cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial
statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). 

4.2 No Change. Since December 31, 2016, there has been no development or event that has had or
is reasonably expected to have a Material Adverse Effect. 
 4.3 Existence; Compliance
with Law. Each Group Member (a) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, except to the extent, with
respect to a Subsidiary, where any failure to maintain existence or good standing would not have a Material Adverse Effect, (b) has the corporate or other organizational power and authority to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the lack of any such power or authority would not reasonably be expected to cause a Material Adverse Effect, (c) is duly qualified as
a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the
failure to so qualify would not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all applicable Requirements of Law (excluding Environmental Laws and ERISA, but including the Patriot Act) except to the
extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

4.4 Power; Authorization; Enforceable Obligations. Each
Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all
necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of
this Agreement. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (a) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the
Administrative Agent, (b) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (c) those filings and actions agreed by the parties to be taken
after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (d) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or
give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and
each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

4.5 No Legal Bar. The execution, delivery and performance of this Agreement and
the other Loan Documents to which a Loan Party is a party, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not (a) violate any Requirement of Law or any Contractual Obligation of any Group
Member, except where any such violation would not reasonably be expected to result in a Material Adverse Effect, or (b) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to
any Requirement of Law or any 

  
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such Contractual Obligation (other than the Liens created by the Security Documents), except where any such creation or imposition of any such Lien would not reasonably be expected to have a
Material Adverse Effect. 
 4.6 Litigation. No litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrowers’ Agent, threatened by or against any Group Member or against any of their respective properties or revenues which is reasonably expected to have a Material Adverse Effect.

 4.7 No Default. No Group Member is in default under or with respect to any of its Contractual
Obligations in any respect which would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 

4.8 Ownership of Property. Each Group Member has good record title in fee
simple or fee simple with respect to surface rights only to all of the Mortgaged Property, valid lease-hold interests in, easements or other limited property interests in all of its other real property, and good title to, or a valid leasehold
interest in, all its other property except, in each case, where the failure to have such interests does not have a material adverse effect on the current operations of the Business of the owner of such other real property or other property), in each
case except for all Liens permitted by Section 7.3. 
 4.9 Intellectual
Property. Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except for any failures to own or license such Intellectual Property which would
not reasonably be expected to have a Material Adverse Effect. No material claim has been asserted against any Group Member and is pending by any Person challenging the use of any such Intellectual Property or the validity or effectiveness of any
such Intellectual Property, nor does the Borrowers’ Agent know of any valid basis for any such claim, except, in each case, for claims that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the
Borrowers’ Agent, the use of Intellectual Property by each Group Member does not infringe on the rights of any Person, except for such infringements that, in the aggregate, are not reasonably expected to have a Material Adverse Effect. 

4.10 Taxes. Each Group Member has filed or caused to be filed all Federal, state and other material Tax returns, which,
to the knowledge of the Borrowers’ Agent, are required to be filed by such Group Member and has paid or made provision for the payment of all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its
property in respect thereof received by such Group Member, and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than, in each case, (a) any Taxes the amount or validity of which is
currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member and (b) other Taxes where any such failure to file or any
such failure to pay would not reasonably be expected to have a Material Adverse Effect); no Tax Lien has been filed in respect of any material amount of unpaid Taxes in respect of which, to the knowledge of the Borrowers’ Agent, any claim is
being asserted, except where such claim is not reasonably expected to result in a Material Adverse Effect with respect to any such Tax. 

4.11 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit
hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any
purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrowers’ Agent will
furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with said Regulation U and any applicable forms required from time to time thereunder. No Loan Party is or will be principally engaged or
substantially involved in the business of extending credit for the purpose of “buying” or “carrying” any “margin stock.” 

  
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 4.12 Labor Matters. Except as, in the aggregate, would
not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts or slowdowns against any Group Member pending or, to the knowledge of the Borrowers’ Agent, threatened; (b) hours worked by and payment
made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member in respect of employee health
and welfare insurance have been paid or accrued as a liability on the most recent audited financial statements of the relevant Group Member. 

4.13 ERISA. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect: (a) each Group Member and each ERISA Affiliate are in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans; (b) no ERISA Event or Foreign Plan Event has occurred or is reasonably
expected to occur; (c) all liabilities required to be accrued by Accounting Standards Codification No. 715: Compensation Retirement Benefits with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by any
Group Member or any ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with Accounting Standards Codification No. 715: Compensation Retirement Benefits; and
(d) the present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of Accounting Standards Codification No. 715: Compensation Retirement Benefits) did not, as of the date of the
most recent audited financial statement reflecting such amounts, exceed the Fair Market Value of the assets of such Pension Plan allocable to such accrued benefits. 

4.14 Investment Company Act; Other
Regulations. No Loan Party is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is
subject to regulation under any Federal or state statue or regulation (other than Regulation X of the Board) that limits its ability to incur Indebtedness under the Loan Documents. 

4.15 Subsidiaries. Schedule 4.15 lists the correct legal name and jurisdiction of incorporation or formation of
all of the Subsidiaries of the MLP as of the Closing Date. 
 4.16 Use of
Proceeds. The proceeds of the Loans will be used to finance capital expenditures, acquisitions, working capital needs, the making of distributions, repayment of Indebtedness and for other general corporate purposes of the MLP and
its Subsidiaries. 
 4.17 Environmental Matters. Except to the extent that the following would not
reasonably be expected to have a Material Adverse Effect: 
 (a) the facilities and properties owned, leased or operated by
any Group Member (the “Properties”) do not contain, and during its period of ownership, lease or operation of the Properties, have not previously contained, any Materials of Environmental Concern in amounts or concentrations that
constitute a violation of, or would reasonably be expected to give rise to liability on the part of such Group Member under, any applicable Environmental Law; 

(b) no Group Member has received any written notice of violation, alleged violation,
non-compliance, liability or potential liability regarding any applicable Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”),
nor does any Responsible Officer of the Borrowers’ Agent have knowledge that any such notice has been threatened in writing; 

  
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 (c) Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner that would reasonably be expected to give rise to liability on the part of any Group Member under, any applicable Environmental Law, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any Property in violation of, or in a manner that would reasonably be expected to give rise to liability on the part of any Group Member under, any applicable Environmental Law; 

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Responsible Officer
of the Borrowers’ Agent, threatened in writing, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; 

(e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising
from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of any applicable Environmental Laws; 

(f) the Properties and all operations at the Properties are in compliance, and have in the five-year period prior to the date
on which this representation is made or deemed made on the date of any extension of credit been in compliance, with all applicable Environmental Laws; and 

(g) no Group Member has assumed any liability of any other Person under Environmental Laws. 

4.18 Accuracy of Information, etc. No statement or
information (other than information of a general economic or industry-specific nature), contained in this Agreement, any other Loan Document or any other document, written certificate or written statement furnished by or on behalf of any Loan Party
to the Administrative Agent or the Lenders, or any of them, for use in connection with the this Agreement or the other Loan Documents, taken as a whole with all other certificates, documents and written statements furnished prior to or substantially
contemporaneously therewith, contained, as of the date such statement, information, written document or written certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact known to the Borrowers’
Agent and necessary to make the statements contained herein or therein, in light of the circumstances under which they were or will be made not materially misleading; provided that, with respect to projections and pro forma
financial information contained in the materials referenced above the Borrowers represent only that such information was prepared in good faith based upon estimates and assumptions believed by management of the Borrowers’ Agent to be reasonable
at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. As of the Closing Date, the Borrowers have disclosed to the Lenders all facts known to them that would reasonably be expected to have a Material Adverse Effect. 

4.19 Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and
delivery thereof by the parties thereto, will, to the extent required therein, be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest under the New York UCC in
the Collateral described therein. In the case of the Pledged Stock described 

  
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in the Guarantee and Collateral Agreement constituting certificated securities (as defined in the New York UCC), when such certificated securities are delivered to the Administrative Agent
(together with a properly completed and signed stock power or endorsement executed in blank), the security interest created under the Guarantee and Collateral Agreement will constitute a fully perfected security interest in all right, title and
interest of the pledgors thereunder in such Pledged Stock, prior and superior in right to any other Person, to the extent that such security interest can be perfected under the New York UCC. In the case of the other Collateral described in the
Guarantee and Collateral Agreement, when uniform commercial code financing statements in appropriate form (including UCC-3 statements reflecting the assignment of the security interests from the Existing
Credit Agreement Agent to the Administrative Agent under this Agreement) are filed in the applicable offices, the security interest created under the Guarantee and Collateral Agreement shall constitute a fully perfected security interest in all
right, title and interest of the Loan Parties in such Collateral to the extent perfection can be obtained by filing uniform commercial code financing statements, prior and superior to the rights of any other Person (except for rights secured by
Liens permitted by Section 7.3). 
 (b) Each of the Mortgages, upon execution and delivery thereof
by the parties thereto, will be effective to create or continue, as applicable, in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in all the applicable mortgagor’s right,
title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages are filed in the jurisdictions specified therein, each such Mortgage shall constitute a fully perfected security interest in all
right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, in each case prior and superior to the rights of any other Person (except for rights secured by Liens permitted by
Section 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the MLP or any of its Restricted Subsidiaries (other than Excluded Subsidiaries)
that has a value, in the reasonable opinion of the MLP, in excess of $10,000,000 (other than real properties owned on the Closing Date by Ceredo Liquid Terminal, LLC, Kanawha River Terminals LLC or Suncoke Lake Terminal LLC which properties are not
required to be made subject to a Mortgage). 
 4.20 Solvency. Immediately after the consummation of the Transactions to
occur on the Closing Date, including the making of each Loan to be made on the Closing Date and as of the date of each other extension of credit hereunder after, in each case, the application of the proceeds of such Loans, and after giving effect to
the rights of subrogation and contribution under the Guarantee and Collateral Agreement and otherwise, the MLP and its Restricted Subsidiaries, taken as a whole and on a consolidated basis, will be Solvent. 

4.21 OFAC. None of the MLP, nor any of its Subsidiaries, nor, to the knowledge of the Loan Parties and their
Subsidiaries, any director, officer, or employee thereof , is an individual or entity that is, or is owned or controlled by any individual or entities that are (i) currently the subject or target of any Sanctions, (ii) included on
OFAC’s List of Specially Designated Nationals, or, to the extent applicable, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or
(iii) located, organized or resident in a Designated Jurisdiction. 
 4.22 Anti-Corruption
Laws. The MLP and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, and, to the extent applicable, the UK Bribery Act 2010, and
other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws, to the extent applicable. 

  
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 4.23 EEA Financial Institution. No
Loan Party is an EEA Financial Institution. 
 4.24 Flood Insurance. Each Loan Party maintains, if
available, flood hazard insurance (for which all premiums then due have been paid) on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National
Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent to comply with applicable Law or the requirements of its regulators. 

SECTION 5 

CONDITIONS PRECEDENT 

5.1 Conditions to Initial Extension
of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on
the Closing Date, of the following conditions precedent: 
 (a) Credit Agreement; Guarantee and Collateral Agreement.
The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, the Borrowers and each Person listed on Schedule 1.1A, and (ii) the Guarantee and Collateral Agreement, executed
and delivered by the MLP and each Restricted Subsidiary that is not an Excluded Subsidiary. 
 (b) Approvals. All
governmental and third party approvals necessary in connection with the Transactions, the continuing operations of the Group Members and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing contemplated hereby. 

(c) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses
for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least two Business Days before the Closing Date. 

(d) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent
shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation or organization of each
Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent such jurisdiction provides such certifications), and (ii) a long form good standing certificate for each Loan Party from its
jurisdiction of organization (to the extent such jurisdiction issues such certificates). 
 (e) Legal Opinions. The
Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent: 

(i) the legal opinion of Vinson & Elkins L.L.P., counsel to the MLP and its Subsidiaries; and 

(ii) the legal opinion of local counsel in Ohio, Illinois and Louisiana and of such other special and local counsel as may be
reasonably requested by the Administrative Agent. 

  
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 Each such legal opinion shall cover such other matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require. 
 (f) Pledged Stock; Stock Powers; Pledged Notes. The
Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock (to the extent such shares are certificated) pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power
for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without
recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. 
 (g) Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement, including UCC-3 statements reflecting the assignment of the security interests from the Existing
Credit Agreement Agent to the Administrative Agent under this Agreement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by
Section 7.3), shall be in proper form for filing, registration or recordation. 
 (h) Mortgages,
etc. 
 (i) Immediately prior to the Closing, the transactions contemplated by the Agency Assignment shall have been
consummated, and the Existing Credit Agreement Agent, in accordance with the terms of the Agency Assignment, shall have (A) assigned to the Administrative Agent the mortgages in favor of the Existing Credit Agreement Agent covering the
Mortgaged Properties located in Illinois and Ohio in effect prior to the Closing Date and (B) assigned the obligations under the Existing Credit Agreement to the Administrative Agent in the manner provided under an Act of Assignment and
Notarial Endorsement governed by Louisiana law. 
 (ii) With respect to each Mortgaged Property, the Administrative Agent
shall have received the Mortgage applicable to such property listed on Part A of Schedule 1.1C, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording
tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements). 

(iii) With respect to each Mortgaged Property, the existing title policies applicable to such Mortgaged Property that were
provided by the Title Insurance Company to the Existing Credit Agreement Agent and identified on Part B of Schedule 1.1C shall have been assigned and endorsed to the Administrative Agent and the following additional endorsements provided,
along with such other endorsements as the Administrative Agent may reasonably request (and which endorsements shall indicate that, since the date of such existing title policies, there has been no change in the status of title and there are no
other exceptions not heretofore approved by the Existing Credit 

  
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Agreement Agent or the Administrative Agent): ALTA 10.1 (date down), ALTA 11.2 (mortgage modification), ALTA 12 (aggregation/tie-in) and ALTA 14 (future
advance) or state law equivalents, together with additional coverage added to the ALTA 11.2 as necessary (the foregoing, individually, a “Policy” and collectively, the “Policies”). The Administrative Agent shall
have received evidence satisfactory to it that all premiums in respect of each such Policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, with respect to any endorsements
which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrowers’ reasonable requests for alternative and less expensive forms of
assurance or protection or for the elimination of such request entirely. 
 (iv) If requested by the Administrative Agent,
the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (except that flood insurance shall be required only with respect to such
portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of the business presently being conducted thereon, or as to which the Administrative Agent is required by law
to require such flood insurance), (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made
available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and
(B) confirmation that the MLP has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. 

(i) the MLP shall have received at least $400,000,000 in gross cash proceeds from the issuance of the 2017 Senior Notes. 

(j) Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of
Section 4.03(i) of the Guarantee and Collateral Agreement. 
 (k) Existing Term Loan Agreement. The Existing Term Loan
Agreement shall be repaid in full and all commitments thereunder and security interests related thereto shall be terminated. 

(l) Patriot Act. To the extent requested by a Lender at least 5 days prior to the Closing Date, the Loan Parties shall
have provided to such Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act. 

For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this
Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior
to the proposed Closing Date specifying its objection thereto. 
 5.2 Conditions to
Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of
credit) is subject to the satisfaction of the following conditions precedent: 
 (a) Representations and Warranties.
Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent (i) any
such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such
representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects). 

  
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 (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be made on such date. 
 (c)
Notice. In the case of the borrowing of a Loan, the Administrative Agent shall have received a Loan Notice as required by Section 2.2 or, in the case of the issuance of a Letter of Credit, the Issuing Lender shall
have received a notice requesting the issuance of such Letter of Credit as required by Section 3.2. 
 Each borrowing by, and
issuance of a Letter of Credit on behalf of, the MLP hereunder shall constitute a representation and warranty by the MLP as of the date of such extension of credit that the conditions contained in this Section 5.2 have been
satisfied. 
 SECTION 6 

AFFIRMATIVE COVENANTS 

The Borrowers hereby agree that, so long as the Revolving Commitments remain in effect, any Letter of Credit remains outstanding or any Loan
or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrowers shall and shall cause each of their respective Restricted Subsidiaries to: 

6.1 Financial Statements. Furnish to the Administrative Agent and each Lender: 

(a) within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the MLP and its
consolidated Subsidiaries as of the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a
“going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG or other independent certified public accountants of nationally recognized standing (it being understood that the report
referred to in this sentence is the report with respect to the MLP’s audited financial statements and not any report with respect to the effectiveness of the MLP’s internal controls over financial reporting); and 

(b) not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the unaudited
consolidated balance sheet of the MLP and its consolidated Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year
through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding previous Fiscal Quarter and corresponding portion of the MLP’s previous Fiscal Year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes). 

  
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 All such financial statements shall be fairly stated in all material respects and shall be prepared in reasonable
detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed therein) consistently throughout the periods reflected therein. Any documents required to be delivered pursuant to
subsection (a) or (b) above or Section 6.2(d) or 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date (i) on which the MLP posts such documents, or provides a link thereto, on the MLP’s website on the internet at the following website address: www.suncoke.com; or (ii) on which such documents are
posted on the MLP’s behalf on Syndtrak, IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party or SEC website or whether sponsored by the
Administrative Agent; provided that the MLP shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents to the extent any Lender or the Administrative Agent reasonably demonstrates that it cannot access or obtain such documents. 

6.2 Certificates; Other Information. Furnish to the Administrative Agent and
each Lender: 
 (a) to the extent consistent with the internal policies of the independent public accountants reporting on
the financial statements referred to in Section 6.1(a), concurrently with the delivery of such financial statements, a certificate of such independent certified public accountants (which certificate may be limited to accounting matters and
disclaim responsibility for legal interpretation) stating that in making the examination necessary for such report no knowledge was obtained of any Default or Event of Default pursuant to Section 7.1, except as specified in
such certificate; 
 (b) concurrently with the delivery of any financial statements pursuant to
Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and
other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default
or Event of Default except as specified in such certificate, (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group
Member with the financial covenants contained herein as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be, and (iii) in the case of annual financial statements, to the extent not previously disclosed to the Administrative
Agent, (1) a description of any change in the jurisdiction of organization of any Loan Party and (2) a description of any Person that has become a Group Member, in each case since the date of the most recent report delivered pursuant to
this clause (b) (or, in the case of the first such report so delivered, since the Closing Date); 
 (c) as soon as
available, and in any event no later than 60 days after the end of each Fiscal Year, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of the MLP and its Subsidiaries as of the end of the
following Fiscal Year, the related consolidated statements of projected cash flow and projected income and a reasonable description of the underlying assumptions applicable thereto), and, promptly when available, significant revisions, if any, of
such budget with respect to such Fiscal Year (collectively, the “Projections”); 

  
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 (d) within 45 days after the end of each Fiscal Quarter (or 90 days, in the case
of the fourth Fiscal Quarter of each Fiscal Year), a narrative discussion and analysis of the financial condition and results of operations of the MLP and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then
current Fiscal Year to the end of such Fiscal Quarter, together with a summary comparison of the portion of the Projections covering such periods and of the comparable periods of the previous year; 

(e) within 10 Business Days (or such longer period as the Administrative Agent, in its sole discretion, shall agree to) after
the same are sent, copies of all financial statements and material reports that the MLP sends to the holders of any class of its debt securities or public equity securities and, within 10 Business Days (or such longer period as the Administrative
Agent, in its sole discretion, shall agree to) after the same are filed, copies of all financial statements and reports that the MLP may make to, or file with, the SEC; 

(f) promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Group
Member requests with respect to any Multiemployer Plan; provided, that if the relevant Group Members have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable
request of the Administrative Agent, such Group Member or the ERISA Affiliate shall, to the extent and at the times permitted by Sections 101(k) and 101(l) of ERISA, promptly make a request for such documents or notices from such administrator or
sponsor and the MLP shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and 

(g) promptly, such additional available information regarding the business or financial condition of the Group Members (not
otherwise required to be delivered to the Administrative Agent or any Lender under any Loan Document) as the Administrative Agent, or any Lender acting through the Administrative Agent, may from time to time reasonably request. 

Each Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to the MLP or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that
(w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials
constitute non-public information, they shall be treated as set forth in Section 10.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC.” 

  
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 6.3 Payment of Obligations. Pay,
discharge or otherwise satisfy (or renew or extend) at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except (a) where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or (b) to the extent that any such failure to so pay, discharge or satisfy would not
be reasonably expected to have a Material Adverse Effect. 
 6.4 Maintenance of
Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence in its jurisdiction of organization and (ii) take all reasonable action required to maintain all
rights, privileges and franchises required in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and Section 7.5 and except, in the case of clause
(ii) above, to the extent that any other failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to
comply therewith would not reasonably be expected to have a Material Adverse Effect. 
 6.5 Maintenance
of Property; Insurance. (a) Keep all property in its business in good working order and condition (ordinary wear and tear and planned maintenance shutdowns excepted) except for any
failures to maintain such property that would not reasonably be expected to have a Material Adverse Effect, (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against
at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business and (c) without limiting the forgoing, (i) maintain, if available, flood hazard insurance (for which all
premiums then due have been paid) on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise
required by the Administrative Agent to comply with applicable Law or the requirements of its regulators, (ii) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to
the expiration or lapse thereof, and (iii) upon any Responsible Officer obtaining knowledge thereof, furnish to the Administrative Agent prompt written notice of any redesignation of any such improved real property into or out of a special
flood hazard area. 
 6.6 Inspection of Property; Books and
Records. (a) Keep proper books of records and account in which entries which are full, true and correct in all material respects and in conformity with GAAP and all applicable material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities, and (b) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its material properties and examine and make abstracts from any of its
books and records at any reasonable time, upon reasonable prior written notice delivered to the Borrowers’ Agent and as often as may reasonably be desired and to discuss the business, operations, properties and financial condition of the Group
Members with officers and employees of the Group Members and with their independent certified public accountant; provided, however, that all such inspections shall be coordinated by the Lenders and the Administrative Agent, and by the
Administrative Agent with the Borrowers’ Agent in order to minimize disruption of the Group Members’ business, and so long as no Event of Default has occurred and is continuing, such inspections shall be limited to two per Fiscal Year.

 6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of the following upon any Responsible
Officer obtaining knowledge thereof: 
 (a) the occurrence of any Default or Event of Default; 

  
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 (b) any (i) default or event of default under any Contractual Obligation of
any Group Member which would reasonably be expected to have a Material Adverse Effect, (ii) litigation, investigation or proceeding of or before any arbitrator or Governmental Authority by or against any Group Member in which there is a
reasonable expectation of a determination adverse to such Group Member that would reasonably be expected to have a Material Adverse Effect or (iii) any early termination of, or force majeure event under, any coke sales agreements and energy
sales agreements with AK Steel, ArcelorMittal or U.S. Steel (solely in the case of any force majeure event, to the extent such force majeure event would reasonably be expected to continue for a period of two weeks or more); 

(c) the occurrence of any ERISA Event or Foreign Plan Event that, alone or together with any other ERISA Events and/or Foreign
Plan Events that have occurred, could reasonably be expected to result in liability of any Group Member or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, as soon as possible and in any event within 10 days after the MLP
knows or has reason to know thereof; and 
 (d) any other development or event that has had or would reasonably be expected
to have a Material Adverse Effect. 
 Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto. 

6.8 Environmental Laws. 

(a) Comply in all material respects with all applicable Environmental Laws, and obtain and comply with, in all material
respects and maintain any and all licenses, approvals, notifications, registrations or permits materially required to be obtained and maintained by any Group Member by applicable Environmental Laws. 

(b) Except as otherwise could not reasonably be expected to have a Material Adverse Effect, conduct and complete all
investigations and all remedial, removal and other actions in respect of any Materials of Environmental Concern required to be conducted or completed by any Group Member under Environmental Laws and promptly comply in with all lawful orders and
directives of all Governmental Authorities applicable to any Group Member regarding Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings. 

6.9 Additional Collateral, etc. (a) With respect to any property acquired
after the Closing Date by any Loan Party (other than (i) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (d) below, (v) any
property subject to a Lien expressly permitted by Section 7.3(e) and (vi) as otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, within
thirty (30) days after the acquisition thereof (or such longer period as the Administrative Agent, in its sole discretion, shall agree to) (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (B) take all actions reasonably requested by the
Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. 

  
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 (b) With respect to any fee interest in any real property having a value
(together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $50,000,000 (as determined at the time of acquisition) that is acquired after the Closing Date
by any Loan Party (other than (i) Excluded Collateral, (ii) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (iii) as otherwise set forth in the Security Documents), deliver, or cause to
be delivered, within sixty (60) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under
Section 5.1(h) if such real property were owned by a Loan Party on the Closing Date, (A) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum
value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (B)
provide the Administrative Agent with title and extended coverage insurance covering such real property in an amount not in excess of the existing Revolving Commitments and outstanding Term Loans at the time of acquisition, subject to the same
general provisions as contained in Section 5.1(h)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the
same general provisions of Section 5.1(h)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (C) if requested by the Administrative Agent, legal opinions relating only to the
validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in
such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b)
shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the
Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such
real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions. 
 (c) With
respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary),
within thirty (30) days of such creation or acquisition (or such longer period as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the
Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the
extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted


  
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Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the relevant Group Member, (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to (1) this Agreement as a
“Borrower” and (2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with
the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted
Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 

(d) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary created or acquired after the Closing Date by
any Group Member (other than by any Group Member that is an Excluded Subsidiary), within thirty (30) days of such creation or acquisition (or such longer period as the Administrative Agent, in its sole discretion, shall agree to) (i)
execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a
perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any Loan Party, provided that in no event shall more
than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged, (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 
 (e)
Notwithstanding anything contained in any Loan Document to the contrary, (i) no Group Member shall be required to take any action in any jurisdiction to create any security interest in assets located or titled outside of the United States (or
any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any
political subdivision thereof) and (iii) except as provided in Section 6.13, no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any
other steps to perfect any security interest in such accounts or cash or cash equivalents. 
 6.10 Payment
of Taxes. The Borrowers will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, in each case on a timely basis, which, if unpaid, may reasonably be expected to become a lien or charge upon any properties of the Borrowers or any of the Restricted Subsidiaries not
otherwise permitted under this Agreement; provided that none of the Borrowers or any of the Restricted Subsidiaries shall be required to pay any such tax, assessment, charge or levy which is being contested in good faith and by proper
proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP or which would not reasonably be expected to constitute a Material Adverse Effect. 

  
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 6.11 Designation of Subsidiaries.

 (a) Subject to Section 6.11(b) below, the board of directors of the General Partner may at any time designate any
Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the MLP therein at the date
of designation in an amount equal to the Fair Market Value of the MLP’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness
or Liens of such Subsidiary existing at such time. 
 (b) The MLP may not (x) designate any Restricted Subsidiary as an
Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: 

(i) the MLP shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.1,
calculated as of the last day of the most recently ended fiscal quarter of the MLP for which financial statements have been delivered pursuant to Section 6.1; 

(ii) no Default or Event of Default exists or would result therefrom; and 

(iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly
through its Subsidiaries) own any Capital Stock or own or hold any Lien on any property of the MLP or any Restricted Subsidiary, and (B) to the extent any Indebtedness of the Subsidiary is not
Non-Recourse Debt, any guarantee thereof by the MLP or any Restricted Subsidiary is permitted under Sections 7.2 and 7.8. 

6.12 Anti-Corruption Laws. 

Conduct, and cause each of its Subsidiaries to conduct, its businesses in compliance with the United States Foreign Corrupt Practices Act of
1977, and if applicable to any Group Member, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. 

6.13 Deposit Accounts. 

Commencing two hundred seventy (270) days after the Closing Date, maintain the domestic deposit accounts of the Loan Parties (other than
any such domestic deposit accounts constituting Excluded Collateral and any such domestic deposit account having amounts on deposit of less than $100,000) with (a) Lenders or (b) other financial institutions that have entered into an
agreement with the Administrative Agent granting control over such deposit account to the Administrative Agent; provided, that, after the Closing Date, in the event that any Lender with whom any Loan Party maintains any domestic deposit
account (other than any such domestic deposit accounts constituting Excluded Collateral and any such domestic deposit account having amounts on deposit of less than $100,000) ceases to be a Lender, the Loan Parties shall have ninety (90) days
from the date on which such former Lender ceases to be a Lender to comply with the requirements of this Section 6.13 which respect to any such applicable domestic deposit accounts maintained with such former Lender. 

  
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 SECTION 7 

NEGATIVE COVENANTS 
 The
Borrowers hereby agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, no Borrower shall, and no Borrower shall
permit any of its Restricted Subsidiaries to, directly or indirectly: 
 7.1 Financial
Condition Covenants. 
 (a) Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as at the last day of any period of four consecutive Fiscal Quarters, commencing with the Fiscal Quarter ending June 30, 2017 and for every Fiscal Quarter thereafter, to exceed (i) for all such Fiscal Quarters
ending prior to June 30, 2020, 4.50 to 1.00 and (ii) for all such Fiscal Quarters ending on or after June 30, 2020, 4.00 to 1.00; provided, however, that in connection with any Permitted Acquisition for which the Fair
Market Value of the purchase consideration equals or exceeds $75,000,000, upon written notice from the Borrowers’ Agent to the Administrative Agent, the numerator of the otherwise applicable maximum Consolidated Leverage Ratio for each of the
four consecutive fiscal quarters (unless terminated earlier by the Borrowers’ Agent as provided below), beginning with the fiscal quarter in which such Permitted Acquisition occurs (such period, the “Adjustment Period”), shall
be increased by an amount equal to 0.50. Following the earlier of (A) the early termination of the Adjustment Period by the Borrowers’ Agent in a written notice delivered to the Administrative Agent and (B) expiration of any
Adjustment Period, the maximum Consolidated Leverage Ratio cannot be subsequently increased again as provided in this proviso (and a subsequent Adjustment Period cannot commence) until the Borrowers’ Agent has delivered quarterly Compliance
Certificates evidencing that it was in compliance with the maximum Consolidated Leverage Ratio as set forth in this Section 7.1(a) (after the decrease in such maximum Consolidated Leverage Ratio following the termination or expiration, as
applicable, of such Adjustment Period) for two consecutive fiscal quarters. 
 (b) Consolidated Interest Coverage
Ratio. Permit the Consolidated Interest Coverage Ratio determined as of the last day of any period of four consecutive Fiscal Quarters commencing with the Fiscal Quarter ending June 30, 2017, to be less than 2.50 to 1.00. 

7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

 (a) Indebtedness of any Loan Party pursuant to any Loan Document; 

(b) Indebtedness of the MLP or any Restricted Subsidiary to the MLP or any Restricted Subsidiary; provided that
(i) Indebtedness owed by any Restricted Subsidiary that is not a Loan Party to the MLP, any Borrower or any Guarantor shall be subject to Section 7.8 and (ii) Indebtedness owed by a Loan Party to any Restricted
Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations; 
 (c) Guarantee
Obligations by (i) the MLP or any Restricted Subsidiary of Indebtedness of the MLP or any Restricted Subsidiary; provided that guarantees by the MLP, any Borrower or any Guarantor of Indebtedness of any Restricted Subsidiary that is not
a Loan Party shall be subject to Section 7.8; and (ii) the MLP or any Restricted Subsidiary pursuant to the Transaction Documentation; 

  
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 (d) Indebtedness outstanding on the date hereof and listed on Schedule
7.2(d) and any Permitted Refinancing thereof; 
 (e) Indebtedness of the MLP or any Restricted Subsidiary incurred in
connection with any Sale and Leaseback Transaction provided that the amount of the Capital Lease Obligations outstanding at any time in connection with such Sale and Leaseback Transactions shall not exceed the greater of (i) $30,000,000 and
(ii) 2.0% of Consolidated Net Tangible Assets (determined at the time of incurrence) and in each case any Permitted Refinancing thereof; 

(f) (i) Indebtedness of the MLP and FinCo in respect of the 2013 Senior Notes; (ii) Indebtedness of the MLP and FinCo in
respect of the 2017 Senior Notes; provided that (A) on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, the MLP is in compliance with the covenants set forth in Section 7.1, (B)
immediately prior to and after giving effect to the issuance of such Indebtedness on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (C) such Indebtedness shall not mature nor
have any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to the date that is six months after the Revolving Termination Date and (D) the 2017 Senior Note Indenture or other
agreement governing such Indebtedness shall not contain (1) any maintenance financial covenants or (2) other terms and conditions that are, taken as a whole, materially more restrictive to the MLP or any of its Subsidiaries than those set
forth in this Agreement and (iii) Guarantee Obligations of any other Borrower or Subsidiary Guarantor in respect of such Indebtedness described in the foregoing subclauses (i) and (ii); 

(g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; 
 (h) Indebtedness of the MLP or any Restricted
Subsidiary consisting of the financing of insurance premiums; 
 (i) Indebtedness arising from agreements of the MLP or any
Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or any Subsidiary; 

(j) (i) Indebtedness of any Person in existence on the date such Person becomes a Restricted Subsidiary as a result of an
acquisition by the MLP or any Restricted Subsidiary or (ii) Indebtedness of the MLP or any Restricted Subsidiary incurred to finance the acquisition, construction, development, design or improvement of any assets (real or personal), including
Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations, Disqualified Capital Stock, synthetic lease obligations and any Indebtedness assumed in connection with the acquisition of any such assets (real or
personal) or secured by a Lien on any such assets before the acquisition thereof; and any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness outstanding at any time and permitted by this clause
(j) shall not exceed the greater of $165,000,000 and 12% of Consolidated Net Tangible Assets (determined at the time of incurrence), and in each case, any Permitted Refinancing thereof; 

(k) (i) Acquired Debt or (ii) Indebtedness incurred to finance an acquisition of Persons that are acquired by the MLP or
any Restricted Subsidiary or merged into the MLP or a 

  
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Restricted Subsidiary in accordance with the terms hereof, provided that, (A) in the case of Indebtedness incurred under clause (ii) of this Section 7.2(k),
after giving effect to such acquisition and the Incurrence thereof (1) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, shall be equal to or less than the applicable Consolidated Leverage Ratio (including, if such acquisition
would result in the occurrence of an Adjustment Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Adjustment Period) for the most recently ended Test Period set forth in Section 7.1(a) minus 0.25
(e.g., 4.00 shall be reduced to 3.75), (B) in the case of Indebtedness incurred under clause (i) of this Section 7.2(k), such Indebtedness shall not be secured unless the Consolidated Senior Secured Debt Ratio,
calculated on a Pro Forma Basis, would be no greater than 1.50 to 1.00 for the most recently ended Test Period and (C) in the case of Indebtedness incurred under clause (i) or (ii) of this Section
7.2(k) (1) the MLP is in compliance with Section 7.1 on a Pro Forma Basis and (2) no Event of Default shall have occurred and be continuing or would result therefrom and in each case, any Permitted Refinancing
thereof; 
 (l) Subordinated Debt in an aggregate principal amount not to exceed at any one time outstanding $25,000,000;

 (m) Indebtedness of the Parent or any of its Subsidiaries that is assumed by the MLP or any Restricted Subsidiary in
connection with a transaction in which the MLP or any Restricted Subsidiary acquires assets from the Parent or any of its Subsidiaries, provided that (i) such Indebtedness is repaid promptly after such assumption; (ii) on a Pro
Forma Basis after giving effect to the assumption and repayment of such Indebtedness, the MLP is in compliance with the covenants set forth in Section 7.1, and (iii) immediately prior to and after giving effect to the
assumption and repayment of such Indebtedness on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or shall result therefrom; 

(n) Indebtedness of the MLP or any Restricted Subsidiary in connection with one or more standby or trade-related letters of
credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, workers’ compensation claims, health or other types of social security benefits, surety bonds, completion guarantees or other similar bonds and
obligations, including self-bonding arrangements, issued by the MLP or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and in each case not in connection with the borrowing of money or the
obtaining of advances; 
 (o) Hedging Agreements of the MLP or any Restricted Subsidiary not entered into for speculation;

 (p) the incurrence by the MLP or Restricted Subsidiaries of liability in respect of Indebtedness of any Unrestricted
Subsidiary of the MLP or any a partnership or joint venture that is not a Restricted Subsidiary, but only to the extent that such liability is the result of the MLP’s or any such Restricted Subsidiary’s being a general partner or member
of, or owner of an equity interest in, such Unrestricted Subsidiary or partnership or joint venture and not as guarantor of such Indebtedness, not to exceed at any one time outstanding $25,000,000; 

(q) additional Indebtedness of the MLP or any of its Restricted Subsidiaries in an aggregate principal amount (for the MLP and
all Restricted Subsidiaries) not to exceed the greater of (i) $70,000,000 and (ii) 5.0% of Consolidated Net Tangible Assets (determined at the time of incurrence) at any time outstanding and any Permitted Refinancing thereof; and 

  
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 (r) other Indebtedness of the MLP and its Restricted Subsidiaries so long as:
(i) at the time of the incurrence or issuance of such Indebtedness, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the MLP is in compliance with Section 7.1 on a Pro
Forma Basis after giving effect to such incurrence; provided that the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, shall be equal to or less than the applicable Consolidated Leverage Ratio (including, if such Indebtedness is
being incurred in connection with an acquisition that would result in the occurrence of an Adjustment Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Adjustment Period) for the most recently ended
Test Period set forth in Section 7.1(a) minus 0.25 (e.g., 4.00 shall be reduced to 3.75), (iii) such Indebtedness shall not mature nor have any scheduled amortization prior to the date that is one year after the Revolving Termination Date and
(iv) the terms of the documentation for such Indebtedness do not require the MLP or any of its Restricted Subsidiaries to repurchase, repay or redeem such Indebtedness (or make an offer to do any of the foregoing) upon the happening of any
event (other than as a result of an event of default thereunder or pursuant to customary “change of control” provisions or asset sale offers) prior to the Revolving Termination Date or subject to the payment in full of the Obligations.

 7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or
hereafter acquired, except: 
 (a) Liens for Taxes not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained on the books of the MLP or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; 

(b) Transaction Liens; 

(c) Permitted Liens; 

(d) any Lien on any property of the MLP or any Restricted Subsidiary existing on the date hereof and listed in Schedule
7.3 and any modifications, replacements, renewals or extensions thereof; provided that the Lien does not (i) extend to any additional property or (ii) secure any additional obligations, in each case, other than the initial
property so subject to such Lien and the Indebtedness and other obligations originally so secured, and any modifications, replacements, renewals, extensions or refinancings thereof permitted hereunder; 

(e) Liens on assets acquired, constructed, developed, designed or improved by the MLP or any Restricted Subsidiary;
provided that (i) the Indebtedness secured by such Liens is permitted by Section 7.2(j), and (ii) such Liens will only apply to such assets (plus additions, accessions, replacements to or of such assets); 

(f) Liens securing Indebtedness permitted by Section 7.2(e) or (j)(ii); provided that any such Lien is not
extended to cover any other property or assets of the MLP or any Restricted Subsidiary (except additions, accessions, replacement and improvements to or of the property or assets subject to such Lien), except to the extent such extended Lien is
permitted to be incurred under any other clause of this Section 7.3; 
 (g) any Lien granted in
favor of the Swingline Lender or any Issuing Bank pursuant to arrangements designed to eliminate such Swingline Lender’s or Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in
Swingline Loans or Letters of Credit, respectively, as contemplated by Section 2.23; 

  
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 (h) Liens securing Indebtedness or other obligations of the MLP or a Restricted
Subsidiary to a Loan Party; 
 (i) Liens on Capital Stock of any Unrestricted Subsidiary; 

(j) Liens securing obligations under Hedging Agreements of the MLP or any Restricted Subsidiary permitted under
Section 7.2(o) and deposits and margin payments made in connection therewith, provided that the aggregate amount of such deposits and margin payments at any time shall not exceed $10,000,000; 

(k) [reserved]; 

(l) Liens incurred in connection with Sale and Leaseback Transactions permitted under Section 7.2(e); 

(m) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the MLP, provided such
Liens were not created in contemplation thereof and do not extend to any other property of the MLP or any Restricted Subsidiary (except additions, accessions, replacements and improvements to or of the property or assets subject to such Lien),
except to the extent such extended Lien is Permitted to be incurred under any other clause of this Section 7.3; 

(n) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal
amount of the obligations secured thereby (for the MLP and all Restricted Subsidiaries) do not exceed the greater of (i) $70,000,000 and (ii) 5.0% of Consolidated Net Tangible Assets at any time outstanding (determined at the time of incurrence),
which Liens, if secured by Collateral, may be equal and ratable with or junior to the Transaction Liens; provided that in the event that such Liens are secured by Collateral, such Liens are subject to an intercreditor agreement reasonably
satisfactory to the Administrative Agent; and 
 (o) Liens pursuant to the Transaction Documentation as in effect on the
Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous
amendments and modifications of the Transaction Documentation. 
 7.4 Fundamental Changes. Enter
into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that: 

(a) any Restricted Subsidiary of the MLP may be merged or consolidated with or into the MLP (provided that the MLP shall
be the continuing or surviving Person) or with or into any other Restricted Subsidiary (provided that if either Restricted Subsidiary was a (i) Subsidiary Guarantor the surviving or continuing Person shall be a Guarantor and
(ii) Borrower the surviving or continuing Person shall be a Borrower); 
 (b) any Restricted Subsidiary of the MLP may
Dispose of any or all of its assets pursuant to a Disposition permitted by Section 7.5; 
 (c) any
Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation; and 

(d) any Subsidiary (except a Borrower or a Guarantor) may liquidate or dissolve if (i) the MLP determines in good faith
that such liquidation or dissolution is in the best interests of the MLP and is not materially disadvantageous to the Lenders and (ii) no Default or Event of Default shall then exist. 

  
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 7.5 Disposition of Property.
Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares or other equity interest of such Restricted Subsidiary’s Capital Stock to any Person, except: 

(a) Dispositions of inventory, used, obsolete or surplus equipment or reserves, Dispositions related to the burn-off of mines, Dispositions of surface rights and termination of Mining Leases after the completion of mining and reclamation and termination or abandonment of water rights no longer needed for mining; 

(b) Dispositions of cash or Cash Equivalents in any manner not otherwise prohibited by this Agreement; 

(c) Dispositions to the MLP or a Restricted Subsidiary; provided that any such Dispositions to a Restricted Subsidiary
that is not a Loan Party shall comply with Section 7.8; 
 (d) licensing and cross-licensing
arrangements involving any technology or other intellectual property of the MLP or any Restricted Subsidiary in the ordinary course of business or consistent with past practice; provided, however, that any such license or cross-license of
technology or other intellectual property shall be on a non-exclusive basis; 
 (e)
exchanges of assets of the MLP and its Restricted Subsidiaries (other than cash and Cash Equivalents) for Additional Assets; provided that (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) the
aggregate Fair Market Value of assets exchanged (determined at the time of such exchange) does not exceed the greater of $25,000,000 and 2.50% of Consolidated Net Tangible Assets (determined at the time of exchange) over the life of this Agreement
and (iii) in the event that in one transaction or series of transactions the Fair Market Value of the assets exceeds $25,000,000, the MLP or the applicable Restricted Subsidiary receives an opinion from a nationally recognized firm
demonstrating that the assets so swapped are of reasonably equivalent value; 
 (f) the sale of assets by the MLP and its
Restricted Subsidiaries consisting of leases and subleases of real property solely to the extent that such Real Property is not necessary for the normal conduct of operations of the MLP and its Restricted Subsidiaries; 

(g) Dispositions permitted under Section 7.3, Section 7.4 (other than 7.4(b)), Section 7.6, Section 7.8 or
Section 7.11; 
 (h) the unwinding of any Hedging Agreements; 

(i) the surrender, modification, release or waiver of contract rights (including under leases, subleases and licenses of real
property) or the settlement, release, modification, waiver or surrender of contract, tort or other claims of any kind; 
 (j)
the issuance of Disqualified Capital Stock or preferred stock permitted under Section 7.2; 

  
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 (k) the issuance of Capital Stock in any Restricted Subsidiary to the extent
consisting of directors’ qualifying shares or shares required by applicable law to be held by a Person other than the MLP or a Restricted Subsidiary; 

(l) the sale or discounting of receivables by the MLP or a Restricted Subsidiary in the ordinary course of business and not as
part of a financing transaction; 
 (m) the disposition of any asset in connection with a Sale and Leaseback Transaction
permitted under Section 7.2(e); 
 (n) the issuance or sale of Capital Stock by a Restricted Subsidiary to the MLP or
to another Restricted Subsidiary; 
 (o) [reserved]; 

(p) Dispositions with an aggregate Fair Market Value not exceeding the greater of $115,000,000 and 8.5% of Consolidated Net
Tangible Assets (determined at the time of Disposition) over the life of this Agreement; provided that (i) any Disposition or related series of Dispositions made pursuant to this clause shall be made for Fair Market Value and for
consideration comprising at least 75% cash and Cash Equivalents, (ii) no Event of Default has occurred and is continuing at the time of such disposition or would result therefrom, (iii) the MLP is in compliance with
Section 7.1 on a Pro Forma Basis after giving effect to such Disposition and (iv) the Net Cash Proceeds thereof are applied as required by Section 2.11(b); 

(q) any Disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than
$5,000,000; and 
 (r) any Disposition pursuant to or contemplated by the Transaction Documentation as in effect on the
Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous
amendments and modifications of the Transaction Documentation. 
 7.6 Restricted Payments. Declare
or make, or agree to pay or make, directly or indirectly, any Restricted Payment except: 
 (a) the payment of any dividend
or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, thereof if, at the date of declaration or notice,
such payment would be permitted under this Section 7.6; 
 (b) dividends or distributions by a
Restricted Subsidiary to the holders of its Capital Stock on a pro rata basis or on a basis more favorable to the MLP or any other Restricted Subsidiary; 

(c) the defeasance, redemption, repurchase or other acquisition or retirement for value of Subordinated Debt with the Net Cash
Proceeds from a substantially concurrent (with any offering within 45 days deemed as substantially concurrent) (i) incurrence of Subordinated Debt or (ii) offering of Qualified Capital Stock or contribution of common equity of the MLP or
any Restricted Subsidiary; 

  
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 (d) so long as no Default or Event of Default has occurred and is continuing or
would be caused thereby, the MLP may (i) redeem, repurchase or otherwise acquire or retire for value its Capital Stock or (ii) pay, settle, exercise, redeem, repurchase, or exchange any other award constituting a Restricted Payment, in the
case of clauses (i) and (ii), that is held or received by current or former officers, directors or employees (or their estates or beneficiaries under their estates or their immediate family members), of the General Partner and the MLP or any of
its Restricted Subsidiaries pursuant to any equity subscription agreement, equity plan, equity option agreement, unitholders’ agreement, incentive plan or similar agreement under which such Capital Stock was issued or such award made;
provided that the aggregate cash consideration paid therefor in any calendar year after the Closing Date does not exceed an aggregate amount of $2,500,000 (with unused amounts in any calendar year being permitted to be carried over for the
two succeeding calendar years); 
 (e) the repurchase of Capital Stock deemed to occur upon the exercise of units or other
equity options to the extent such Capital Stock represents a portion of the exercise price of those units or other equity options and any repurchase or other acquisition of Capital Stock made in lieu of withholding taxes in connection with any
exercise or exchange of equity options, warrants, incentives or other rights to acquire Capital Stock; 
 (f) so long as no
Default or Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the MLP or any
preferred stock of any Restricted Subsidiary; 
 (g) payments of cash, dividends, distributions, advances or other Restricted
Payments by the MLP or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional units upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such
Person; 
 (h) payments to the General Partner constituting reimbursement for expenses it incurs, or payments it makes on
behalf of the Group Members, in each case, in accordance with the Partnership Agreement as in effect on the Closing Date and as it may be amended or replaced thereafter, provided that any such amendment or replacement is not materially less
favorable to the MLP in any material respect than the agreement prior to such amendment or replacement; and 
 (i) the MLP
may declare and make distributions on its Capital Stock from Operating Surplus as defined in the Partnership Agreement and the MLP may redeem or repurchase its Capital Stock to the extent such distributions, redemptions and repurchases, when taken
together with all other distributions, redemptions and repurchases made pursuant to this Section 7.6(i) since the Closing Date, do not exceed, in the aggregate, Operating Surplus (as defined in the Partnership Agreement) as of the end of
the immediately preceding fiscal quarter and are made in accordance with the Partnership Agreement, provided, that at the time each such distribution, redemption or repurchase is made, no Default that could become an Event of Default pursuant
to Section 8.01(f) and no Event of Default exists or would result therefrom; 
 (j) [reserved]; and 

(k) any payments in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not
prohibited by this Agreement in an amount not to exceed $10,000,000 in the aggregate after the Closing Date. 

  
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 7.7 [Reserved]. 

7.8 Investments. Make any Investments, except: 

(a) Cash Equivalents; 

(b) Investments existing on the date hereof and listed on Schedule 7.8; 

(c) Investments in Loan Parties (including any Person that becomes a Loan Party immediately after giving effect to and as a
result of such Investment) and Investments by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; 

(d) Investments received as non-cash consideration in a Disposition made pursuant to
and in compliance with Section 7.5; 
 (e) any Investment acquired in exchange for Qualified
Capital Stock of the MLP; 
 (f) (i) receivables owing to the MLP or any Restricted Subsidiary if created or acquired in the
ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, (iii) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of
business, or by reason of a composition or readjustment of debts or bankruptcy or reorganization of another Person, or in satisfaction claims and judgments and (iv) any Investment as a result of a foreclosure by the MLP or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(g) Investments made pursuant to surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and similar
obligations, in each case, to the extent such surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and similar obligations permitted under this Agreement; 

(h) payroll, travel and other loans or advances to, or Guarantee Obligations issued to support the obligations of, current or
former officers, managers, directors, consultants and employees of the General Partner, the MLP or any Restricted Subsidiary, in each case in the ordinary course of business or consistent with past practice in an aggregate principal amount not to
exceed $5,000,000 at any one time outstanding; 
 (i) Investments in Permitted Businesses, Unrestricted Subsidiaries and
joint ventures in an aggregate outstanding amount, taken together with all other Investments made in reliance on this clause (i), not to exceed the greater of (i) $190,000,000 and (ii) 14.0% of Consolidated Net Tangible Assets (determined at
the time of such Investment); provided, however, that if any Investment pursuant to this clause (i) is made in a Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party
after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (c) above and shall cease to have been made pursuant to this clause (i) for so long as such Person continues to be a Loan Party;

 (j) extensions of credit to customers, suppliers and joint venture partners in the ordinary course of business; 

  
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 (k) Investments consisting of purchases and acquisitions, in the ordinary course
of business, of inventory, supplies, material or equipment or the licensing or contribution from any other Person of intellectual property; 

(l) [reserved]; 

(m) Hedging Agreements of the MLP or any Restricted Subsidiary not entered into for speculation and deposits and margin
payments made in connection therewith; 
 (n) Investments resulting from pledges and deposits permitted under the definition
of “Permitted Liens”; 
 (o) Investments consisting of indemnification obligations in respect of performance bonds,
bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees and similar obligations under any Mining Law or Environmental Law or with respect to workers’ compensation benefits, in each case entered into in the ordinary
course of business, and pledges or deposits made in the ordinary course of business in support of obligations under existing coal sales contracts (and extensions or renewals thereof on similar terms); 

(p) any Investments owned by a Person at the time it is acquired by the MLP or a Restricted Subsidiary to the extent not made
in contemplation of such acquisition; 
 (q) (i) Guarantee Obligations issued in accordance with
Section 7.2 and (ii) guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business or consistent with past practice; 

(r) any Investment by the Borrowers or any Restricted Subsidiaries in any Indebtedness of the Parent or any of its Subsidiaries
referred to in Section 7.2(m), provided that such Indebtedness is repaid promptly after such assumption; 
 (s)
Investments pursuant to or contemplated by any contractual obligations in respect of the Transaction Documentation as in effect on the Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and
its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation; 

(t) any Investment by the Borrowers or any Restricted Subsidiaries in any one or more of Indiana Harbor Coke Company L.P.,
Indiana Harbor Coke Company, Indiana Harbor Coke Corporation and The Claymont Investment Company LLC (regardless of whether such Persons are Unrestricted Subsidiaries) consisting of cash and other consideration paid to the Parent in connection with
any transaction in which the Parent Disposes of all or a portion of its Equity Interests in such Persons to the Borrowers or any Restricted Subsidiary; 

(u) any Investment acquired as a capital contribution to the MLP or any Restricted Subsidiary, or made in exchange for, or out
of the net cash proceeds of, a substantially concurrent offering (with any offering within 45 days deemed as substantially concurrent) of Qualified Capital Stock of the MLP; and 

(v) other Investments in an aggregate outstanding amount not to exceed at the time made the greater of (i) $115,000,000 and
(ii) 8.5% of Consolidated Net Tangible Assets 

  
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determined at such date so long as: (A) immediately before and after giving Pro Forma Basis effect to any such Investment, no Event of Default shall have occurred and be continuing and
(B) the sum of (1) the aggregate amount of the aggregate Available Revolving Commitments at such time (after giving effect to the making of such Investment and any financing thereof) and (2) the aggregate amount of cash and Cash
Equivalents of the Loan Parties (in each case, free and clear of all Liens, other than (i) involuntary or inchoate Liens, (ii) Liens securing the Obligations and (iii) Liens permitted under Section 7.3(n) that are
unperfected, junior to or pari passu with the Liens securing the Obligations and subject to an intercreditor agreement with the Administrative Agent) included in the consolidated balance sheet of the Loan Parties as of such date shall equal or
exceed $50,000,000. 
 7.9 Modifications of Certain
Debt Instruments. Amend, modify, waive or otherwise change in any manner materially adverse to the Lenders any of the terms of any Subordinated Debt (other than intercompany indebtedness) or Indebtedness
secured by Liens on the Collateral contractually subordinated to the Transaction Liens without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing in this
Section 7.9 shall prohibit the MLP and its Restricted Subsidiaries from consummating a Permitted Refinancing. 

7.10 Transactions with Affiliates. Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate involving aggregate consideration in excess of $5,000,000, unless such transaction is
(i) otherwise permitted under this Agreement, and (ii) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate
other than: 
 (a) transactions among the MLP and the Restricted Subsidiaries; 

(b) any Restricted Payment permitted by Section 7.6 and any Investment permitted by
Section 7.8; 
 (c) any issuance of Capital Stock (other than Disqualified Capital Stock) of the
MLP; 
 (d) payments or transactions arising under or contemplated by any contract, agreement, instrument or arrangement in
effect on the Closing Date (including, without limitation, the Partnership Agreement and the Transaction Documentation), and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted
Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation; 

(e) arrangements with respect to the procurement of services of directors, officers, independent contractors, consultants or
employees in the ordinary course of business and the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in
connection therewith; 
 (f) loans or advances to officers, directors or employees of the General Partner, the MLP or its
Restricted Subsidiaries in the ordinary course of business or consistent with past practice or guarantees in respect thereof or otherwise made on their behalf (including payment on such guarantees); 

  
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 (g) the payment of fees, expenses and indemnities to directors, officers,
consultants and employees of the General Partner, the MLP and the Restricted Subsidiaries in the ordinary course of business; 

(h) [reserved]; 

(i) transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the MLP; provided
that such Affiliate is treated the same as other such holders; 
 (j) transactions for which the MLP or any Restricted
Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the MLP and its Restricted Subsidiaries from a financial point of view; and 

(k) transactions with a Person that is an Affiliate of the MLP solely because the MLP owns, directly or through a Restricted
Subsidiary, an Investment in, or controls, such Person. 
 7.11 Sales and
Leasebacks. Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member except for (a) Sale and Leaseback Transactions permitted by Section 7.2(e) or
Section 7.2 (j)(ii) and (b) Sale and Leaseback Transactions between or among Loan Parties or between or among Restricted Subsidiaries that are not Loan Parties. 

7.12 Changes in Fiscal Periods. Permit the Fiscal Year to
end on a day other than December 31 or change the MLP’s method of determining Fiscal Quarters. 
 7.13
Restrictive Agreements. Directly or indirectly enter into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition on (x) the ability of any Loan Party to create
or permit to exist any Lien on any of its property or (y) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the MLP or any
Restricted Subsidiary; provided that: 
 (a) the foregoing shall not apply to restrictions and conditions imposed by
law, rule, regulation, approval, license, permit, order or by any Loan Document, the Transaction Documentation (as in effect on the Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and
its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation); 

(b) the foregoing shall not apply to restrictions and conditions contained in the 2013 Senior Note Indenture, the 2013 Senior
Notes, the 2017 Senior Note Indenture, the 2017 Senior Notes or any guarantee thereof or any Permitted Refinancing thereof; 

(c) the foregoing shall not apply to restrictions and conditions existing on the date hereof, and any amendments,
modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that such restrictions or conditions in the amendment, modification, restatement, extension, renewal, replacement or refinancing
are, taken as a whole, no less favorable in any material respect to the Credit Parties than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced (but shall apply to any amendment or
modification expanding the scope of), or any extension or renewal of, any such restriction or condition; 

  
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 (d) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Restricted Subsidiary or an asset pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or such asset that is to be sold and such sale is
permitted hereunder; 
 (e) clause (1) of this Section 7.13 shall not apply to
restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement on property securing such Indebtedness; 

(f) the foregoing shall not apply to (i) customary provisions in leases or subleases restricting or prohibiting the
assignment and subletting thereof or any restrictions imposed pursuant to Mining Leases and (ii) other customary anti-assignment provisions in contracts entered into; 

(g) the foregoing shall not apply to restrictions and conditions existing under any agreements or other instruments of, or with
respect to: 
 (i) any Person, or the property or assets of any Person, at the time the Person, or property or assets of any
Person, is acquired by the MLP or any Restricted Subsidiary; or 
 (ii) any Unrestricted Subsidiary at the time it is
designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (A) are not applicable to any other Person or the property or assets of any other Person and (B) were not put in place in anticipation of such
event and any amendments, modifications, restatements, extensions, renewals replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal,
replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Credit Parties than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; 

(h) the foregoing shall not apply to restrictions on cash or other deposits or net worth imposed by customers, lessors,
suppliers or required by insurance surety bonding companies, in each case in the ordinary course of business; 
 (i) the
foregoing shall not apply to restrictions and conditions existing pursuant to any Indebtedness incurred by, or other agreement of, a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party, which restrictions are customary for a
financing or agreement of such type; 
 (j) the foregoing shall not apply to customary provisions in joint venture, operating
or similar agreements; and 
 (k) the foregoing shall not apply to any restriction or condition existing pursuant to any
agreement or instrument related to any Indebtedness permitted to be incurred subsequent to the Closing Date under Section 7.2 if (i) the encumbrance and restrictions contained in any such agreement or instrument are,
taken as a whole, no less favorable in any material respect to the 

  
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Credit Parties than the encumbrances and restrictions contained in this Agreement as in effect as of the Closing Date (as determined in good faith by the MLP) or (ii) such encumbrance or
restriction is, taken as a whole, no less favorable in any material respect to the Credit Parties than is customary in comparable financings (as determined in good faith by the MLP) and the MLP determines in good faith that such encumbrance or
restriction will not materially affect the MLP’s ability to make principal or interest payments on the notes as and when they become due. 

7.14 Lines of Business. Enter into any business, either directly or through any
Restricted Subsidiary, except for a Permitted Business. 
 7.15 Amendments to
Transaction Documents. (a) Amend, supplement or otherwise modify the terms and conditions of the Transaction Documentation (other than the Omnibus Agreement) except for (i) any such amendment,
supplement or modification that (x) becomes effective after the Closing Date and (y) could not reasonably be expected to have a Material Adverse Effect or (ii) any supplement to the 2017 Senior Note Indenture providing for the
issuance of additional 2017 Senior Notes to the extent the incurrence of such Indebtedness is otherwise permitted under this Agreement or (b) amend, supplement or otherwise modify Section 8.6 of the Omnibus Agreement. 

7.16 Sanctions. 

Directly, or knowingly indirectly, use any Loan or Letter of Credit or the proceeds of any Loan or Letter of Credit, or lend, contribute or
otherwise make available such Loan or Letter of Credit or the proceeds of any Loan or Letter of Credit to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the
subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions. 

7.17 Anti-Corruption Laws. 

Directly, or knowingly indirectly, use the proceeds of any Loan or Letter of Credit for any purpose which would breach the United States
Foreign Corrupt Practices Act of 1977, or, if applicable to the MLP or any Subsidiary, the UK Bribery Act 2010 or other similar anti-corruption legislation in effect in other jurisdictions. 

SECTION 8 
 EVENTS
OF DEFAULT 
 If any of the following events shall occur and be continuing: 

(a) any Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms
hereof, or any Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in
accordance with the terms hereof; or 
 (b) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been
inaccurate in any material respect on or as of the date made or deemed made; or 

  
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 (c) any Loan Party shall default in the observance or performance of any
agreement contained in clause (i) of Section 6.4(a) (with respect to the Borrowers only), Section 6.7(a) or Section 7 of this Agreement; or 

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any
other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of 30 days after receipt of written notice to the
Borrowers’ Agent from the Administrative Agent or the Required Lenders thereof; or 
 (e) any Group Member shall
(i) default in making any payment of any principal, interest or other payment of any Material Indebtedness (excluding the Loans) when and as the same shall become due and payable (giving effect to any period of grace), or (ii) any event or
condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Material Indebtedness (or
a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Material Indebtedness to become due prior to its Stated Maturity or (in the case of any such Indebtedness constituting a Guarantee
Obligation) to become payable without such Material Indebtedness having been discharged, or any such default or other event or condition having been cured promptly; provided, that this clause (ii) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness; or 
 (f) (i) any
Group Member (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief
of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts generally, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or substantially all of its assets;
(ii) there shall be commenced against any Group Member (other than an Immaterial Subsidiary) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief
or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; (iii) there shall be commenced against any Group Member (other than an Immaterial Subsidiary) any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) any Group Member (other than an Immaterial Subsidiary) shall take any written action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) any Group Member shall generally not, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or
any Group Member shall make a general assignment for the benefit of its creditors; or 
 (g) (i) an ERISA Event and/or a
Foreign Plan Event shall have occurred; (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan; (iii) the PBGC shall institute proceedings to terminate any Pension Plan; or (iv) any Group
Member or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal 

  
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Liability to such Multiemployer Plan and such Group Member or ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal
Liability in a timely and appropriate manner; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, under this Section 8.1(g), would reasonably be expected
to result in liability of any Group Member in an aggregate amount exceeding $50,000,000; or 
 (h) one or more final
judgments or decrees of a court shall be entered against any Group Member (other than an Immaterial Subsidiary) for the payment of money in an aggregate amount (not paid or adequately covered by insurance as to which the relevant insurance company
has acknowledged coverage) of the Threshold Amount or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or 

(i) any Lien purported to be created under any of the Security Documents shall cease to be, for any reason, or shall be
asserted by any Loan Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Security Document, except (i) as permitted under, or pursuant to the terms of, the Loan Documents or
(ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificate (or other certificated security referred to in the Guarantee and Collateral Agreement), promissory note or other instrument delivered to
it under the Guarantee and Collateral Agreement; or 
 (j) the guarantee contained in Section 2 of the Guarantee and
Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert, except (i) as permitted under the Loan Documents or (ii) pursuant to the terms of the Loan Documents; or 

(k) a Change of Control shall occur; or 

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph
(f) above with respect to any Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken: (1) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrowers’ Agent declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (2) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrowers’ Agent, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With
respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other 

  
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obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the
Borrowers’ Agent (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly
waived by each of the Borrowers. 
 SECTION 9 

THE AGENTS 
 9.1
Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative
Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents (including the execution of any intercreditor agreements contemplated hereunder) and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. 

The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental
thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and
Section 10, as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

9.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care. 
 9.3 Exculpatory Provisions. Neither any Agent nor any of their respective
Related Parties shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by
the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party
a party thereto to perform its obligations hereunder or thereunder, for the 

  
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creation, perfection or priority of any Lien purported to be created by the Security Documents or for the value or the sufficiency of any Collateral. The Agents shall not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the
Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the
Collateral. 
 9.4 Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers’ Agent), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders (or, if so specified by this Agreement, the Majority Facility Lenders or all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred
by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, the Majority Facility Lenders or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender
unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. 
 9.5
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received
notice from a Lender or the Borrowers’ Agent referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified
by this Agreement, the Majority Facility Lenders or all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 

9.6 Non-Reliance on Agents
and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, partners, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan
Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender acknowledges to the Agents that it has, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it has deemed appropriate, made its own 

  
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appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors,
attorneys-in-fact or affiliates. 
 9.7
Indemnification. The Lenders agree to indemnify each Agent and its Related Parties (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrowers and without limiting the obligation of the
Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon
which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent
Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing and the reasonable fees and expenses of legal counsel in connection with the claims, actions or proceedings by any Agent Indemnitee against any Loan Party
under any Loan Document; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, willful misconduct or breach in bad faith of such Agent Indemnitee, and provided, further, that
the above provisions of this Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. The agreements in
this Section 9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

9.8 Agent in Its Individual Capacity.
Each Agent and its affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party as though such Agent were
not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender
and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 

9.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 10 days’ notice to the Lenders and the Borrowers’ Agent. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint
a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to any Borrower 

  
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shall have occurred and be continuing) be subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights,
powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans (except that in the case of
any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent
is appointed). If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.
Notwithstanding anything to the contrary contained herein, after any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 and Section 10.5
shall continue to inure to its (and its Related Parties’) benefit in respect of any actions taken or omitted to be taken (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation
for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in
respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. 
 9.10
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender
hereunder. 
 9.11 Administrative Agent May File
Proofs of Claim; Credit Bidding. 
 In
case of the pendency of any proceeding under any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and
prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 2.8, 3.3, and 10.5) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders
and the Issuing Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.8 and 10.5. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Lender to authorize the
Administrative Agent to vote in respect of the claim of any Lender or any Issuing Lender in any such proceeding. 
 The holders of the
Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the
provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other
sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with
any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in
the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so
purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more
acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on
actions by the Required Lenders contained in clauses (i) through (v) of the first proviso of Section 10.1, and (ii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to
acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such
Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically
be cancelled, without the need for any Lender or any acquisition vehicle to take any further action. 
 SECTION 10 

MISCELLANEOUS 

10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document,
nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan


  
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Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties
hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or
any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity
of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (A) in connection with the waiver of applicability of any post-default
increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (B) that any amendment or modification of defined terms used in the financial covenants in
this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s
Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such
Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or
substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend,
modify or waive any provision of subsection (a), (b) or (c) of Section 2.17 without the written consent of each Lender directly and adversely affected thereby; (v) reduce the amount of Net Cash Proceeds or Excess
Cash Flow required to be applied to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to each Facility adversely affected thereby; (vi) reduce the percentage specified in the definition
of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 9 or any other provision of any Loan
Document that affects the Administrative Agent without the written consent of the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the
Swingline Lender; (ix) amend, modify or waive any provision of Section 3 or the rights or duties hereunder or under any other Loan Document of the Issuing Lenders without the written consent of the Issuing Lenders; or
(x) amend, modify or waive any provision of Section 5.02 of the Guarantee and Collateral Agreement without the written consent of each Lender adversely affected thereby. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon. 
 Notwithstanding the foregoing: 

(i) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility Lenders; 

  
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 (ii) this Agreement may be amended with the written consent of the Administrative
Agent, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) and/or Replacement Revolving Loans and Replacement Revolving Commitments (as defined below) (and without the necessity of obtaining the consent of
any other Lender) to permit the refinancing, replacement or modification of (a) all or any portion of the outstanding Term Loans (“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term
Loans”) and/or (b) all outstanding Revolving Loans (“Replaced Revolving Loans”) and Revolving Commitments (“Replaced Revolving Commitments”) with replacement revolving loans hereunder
(“Replacement Revolving Loans”) and replacement revolving commitments hereunder (“Replacement Revolving Commitments”), provided that (x)(1) the aggregate principal amount of such Replacement Term Loans
shall not exceed the aggregate principal amount of such Replaced Term Loans, (2) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Replaced Term Loans and (3) the Weighted Average
Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Term Loans and (y)(1) the aggregate principal amount of such Replacement Revolving Loans and Replacement Revolving
Commitments shall not exceed the aggregate principal amount of such Replaced Revolving Loans and Replaced Revolving Commitments, (2) the Applicable Margin for such Replacement Revolving Loans shall not be higher than the Applicable Margin for
such Replaced Revolving Loans, (3) the Commitment Fee Rate applicable to such Replacement Revolving Commitments shall not be higher than the Commitment Fee Rate for such Replaced Revolving Commitments, (4) the Weighted Average Life to
Maturity of such Replacement Revolving Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Revolving Loans at the time of such refinancing, (5) the Administrative Agent shall have received all flood hazard
determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to real property Collateral as required by applicable law and as reasonably required by the Administrative Agent to
comply with applicable Law or the requirements of its regulators in connection with the Replacement Term Loans and/or Replacement Revolving Loans and Replacement Revolving Commitments and (6) the Net Cash Proceeds of such Replacement Term Loans
and/or Replacement Revolving Loans shall be applied, substantially concurrently with the incurrence thereof, to prepay the Term Loan and/or Revolving Loans being so refinanced (or such Term Loan and/or Revolving Loans shall be converted or continued
on terms satisfactory to the Lenders under such Facility); 
 (iii) without the consent of any Agent or Lender or the Issuing
Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new
agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local
law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law; 

(iv) technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers’ Agent and
the Administrative Agent to the extent necessary to integrate any Incremental Term Facility or Revolving Commitments obtained or increased pursuant to Section 2.24; 

  
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 (v) this Agreement may be amended and restated without the consent of any Lender
(but with the consent of the Borrowers and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender
shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; and 

(vi) the Administrative Agent and the Borrowers’ Agent may amend, modify or supplement this Agreement or any other Loan
Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such
Loan Document so long as (a) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (b) the Lenders shall have received at least five
Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders
object to such amendment. 
 In addition, notwithstanding the foregoing, the Borrowers’ Agent may, by written notice to the
Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of a particular Facility to make one or more amendments or modifications to (A) allow the maturity of the
Commitments or Loans of the accepting Lenders in respect of such Facility to be extended, (B) modify the Applicable Margin and/or fees payable with respect to the relevant Loans and Commitments of the accepting Lenders, and (C) make any
other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (A) and (B) of this paragraph (“Permitted Amendments”, and any amendment to this Agreement to implement Permitted
Amendments, a “Loan Modification Agreement”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers’ Agent. Such notice shall set forth (i) the terms and
conditions of the requested Permitted Amendments and (ii) the date on which such Permitted Amendments are requested to become effective. Permitted Amendments shall become effective only with respect to the Commitments and/or Loans of the
Lenders that accept the applicable Loan Modification Offer (and without the necessity of obtaining the consent of any other Lender) (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect
to such Lender’s Commitments and/or Loans as to which such Lender’s acceptance has been made. The Borrowers’ Agent, each other Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan
Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Loan Parties shall also deliver such
resolutions, opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each affected Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties
hereto hereby agrees that (1) upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments
evidenced thereby and only with respect to the Commitments and Loans of the Accepting Lenders as to which such Lenders’ acceptance has been made, (2) any applicable Lender who is not an Accepting Lender may be (but shall not required to
be) replaced by the Borrowers’ Agent in accordance with Section 2.22, and (3) the Administrative Agent and the Borrowers’ Agent shall be permitted to make any amendments or modifications to any Loan Documents
necessary to allow any borrowings, prepayments, participations in Letters of Credit and Swingline Loans and commitment reductions to be ratable across each class of Commitments the mechanics for which may be implemented through the applicable Loan
Modification Agreement and may include technical changes related to the 

  
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borrowing and repayment procedures of the Lenders; provided that with the consent of the Accepting Lenders such prepayments and commitment reductions and reductions in participations in
Letters of Credit and Swingline Loans may be applied on a non-ratable basis to the class of non-Accepting Lenders. The effectiveness of any Loan Modification Agreement
shall be subject to the Administrative Agent’s receipt of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to real property Collateral as required
by applicable law and as reasonably required by the Administrative Agent to comply with applicable Law or the requirements of its regulators in connection with the Permitted Amendments. 

No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not
be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely
relative to other affected Lenders shall require the consent of such Defaulting Lender. 
 10.2 Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to any Loan Party, the Administrative Agent, an Issuing Lender or the Swingline Lender to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.2; and 
 (ii) if to any other
Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers). 

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lenders hereunder may be
delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to
any Lender or Issuing Lender pursuant to Section 2 or Section 3 if such Lender or Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under 

  
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such Section by electronic communication. The Administrative Agent, the Swingline Lender, any Issuing Lender or the Borrowers’ Agent may each, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and
(ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the
recipient. 
 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
INDEMNITEES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT INDEMNITEE IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Agent Indemnitee have any liability to the Borrowers, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or
through the Internet. 
 (d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, any Issuing
Lender and the Swingline Lender, may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for
notices and other communications hereunder by notice to the Borrowers’ Agent, the Administrative Agent, the Issuing Lenders and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to
Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Borrower or its
securities for purposes of United States Federal or state securities Laws. 

  
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 (e) Reliance by Administrative Agent, Issuing Lenders and Lenders. The
Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices, Applications and Swingline Loan Notices) purportedly given by or on behalf of any Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each Issuing Lender, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of a Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to
such recording. 
 10.3 No Waiver; Cumulative Remedies.
No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8 for the benefit of all the Lenders and the Issuing Lenders; provided,
however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that insure to its benefit (solely in its capacity as Issuing Lender or Swingline Lender, as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.7, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any applicable bankruptcy laws or other debtor relief laws; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8 and (ii) in addition to the matters set forth in clauses (b) and (c) of the
preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.4 Survival of Representations and
Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans and other extensions of credit hereunder. 
 10.5 Payment
of Expenses and Taxes. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and 

  
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disbursements of a single counsel to the Administrative Agent and one local counsel to the Administrative Agent in each relevant jurisdiction and filing and recording fees and expenses, with
statements with respect to the foregoing to be submitted to the Borrowers’ Agent prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic
basis as the Administrative Agent shall reasonably deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable and documented
out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such
other documents, including the reasonable and documented fees and out-of-pocket disbursements of counsel to each Lender and of counsel to the Administrative Agent,
(c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities for Other Taxes, if any, that may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Joint Lead Arranger and each Agent and their respective Related Parties (each, an “Indemnitee”) harmless from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing
in this clause (d), collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a
party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by a Borrower, its equity holders, its affiliates, its creditors or any other Person, provided, that no Borrower shall have any obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (1) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence,
bad faith or willful misconduct of such Indemnitee (or any of its Related Indemnitees) or a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (2) arise solely from a dispute among the
Indemnitees (except when and to the extent that one of the Indemnitees party to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, Joint Lead Arranger, Issuing Lender, Swingline Lender or any similar role
under this Agreement or any other Loan Document, excepting solely such party in such capacity) that does not involve any act or omission of the Borrowers or any of their Affiliates, provided, further, that the above provisions of this
clause (d) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided, further, that pursuant to this
clause (d), the Borrowers shall not be required to reimburse such fees, charges and disbursements of more than one counsel to the Administrative Agent, the Issuing Lender and all the Lenders, taken as a whole, and if necessary, one local
counsel in any relevant jurisdiction, to the Administrative Agent, the Issuing Lender and the Lenders, taken as a whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual
conflict of interest, in which case, upon prior written notice to the Borrowers’ Agent, the Borrowers shall also be required to reimburse the reasonable out of pocket fees, charges and disbursements of one additional counsel to such affected
Lenders in each relevant jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to
Environmental Laws, that any of them might have by statute or 

  
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otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by
the Borrowers pursuant to this Section 10.5 shall be submitted to Fay West (Telephone No. (630) 824-1954) (Telecopy No. (630) 824-1934), at the
address of the Borrowers’ Agent set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers’ Agent in a written notice to the Administrative Agent. The agreements
in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. 

10.6 Successors and Assigns; Participations
and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any
affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section 10.6. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees (each, an “Assignee”), other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or, except as
provided in paragraph (f) below, to the MLP or any of its Subsidiaries or Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the
time owing to it) with the prior written consent of: 
 (A) the Borrowers’ Agent (such consent not to be unreasonably
withheld or delayed), provided that no consent of the Borrowers’ Agent shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is
continuing, any other Person; and provided, further, that the Borrowers’ Agent shall be deemed to have consented to any such assignment unless the Borrowers’ Agent shall object thereto by written notice to the Administrative
Agent within five Business Days after having received notice thereof; 
 (B) in the case of any assignment of Revolving
Loans and Revolving Commitments, each Issuing Lender and the Swingline Lender (such consents not to be unreasonably withheld or delayed); and 

(C) the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the
Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund. 
 (ii)
Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender,
an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be 

  
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less than $5,000,000 (or, in the case of any Incremental Term Facility, $1,000,000) unless each of the Borrowers’ Agent and the Administrative Agent otherwise consents, provided that
(1) no such consent of the Borrowers’ Agent shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; 

(B) (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and 

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in
which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the MLP and its Affiliates and their related parties
or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (1) a Lender, (2) an affiliate of a Lender or
(3) an entity or an affiliate of an entity that administers or manages a Lender. 
 (iii) Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.18, 2.19, 2.20 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.6. 

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers (and such agency being solely for tax
purposes), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it (or the electronic equivalent thereof) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrowers’ Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

  
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 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this
Section 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, the Administrative Agent shall accept such Assignment and Assumption and record
the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 

(c) Any Lender may, without the consent of the Borrowers’ Agent or the Administrative Agent, sell participations to one or
more banks or other entities (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or the MLP or any of its Subsidiaries or Affiliates) (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Administrative Agent, the Issuing
Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver that (A) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of
Section 10.1 and (B) directly affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 (subject to the requirements and
limitations therein, including the requirements under Section 2.19(f) (it being understood that the documentation required under Section 2.19(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6; provided that such Participant (1) agrees to be subject to the provisions of Sections 2.18 and
2.19 as if it were an assignee under paragraph (b) of this Section 10.6 and (2) shall not be entitled to receive any greater payment under Sections 2.18 or 2.19, with respect to any
participation, than its participating Lender would have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participant
shall be subject to Section 10.7(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers’ Agent,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 

  
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 (d) Notwithstanding the foregoing, any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

(e) The Borrowers, upon receipt of written notice from the relevant Lender, agree to issue Notes to any Lender requiring Notes
to facilitate transactions of the type described in paragraph (d) above. 
 (f) Notwithstanding anything else to
the contrary contained in this Agreement, any Lender may assign (or sell a participation in) all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this Section 10.6; provided that:

 (A) no Default or Event of Default has occurred or is continuing or would result therefrom; 

(B) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute
and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (a “Purchasing Borrower Party Assignment and Assumption”) in lieu of an Assignment and
Assumption; 
 (C) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving
Loans to any Purchasing Borrower Party; 
 (D) any Term Loans assigned to any Purchasing Borrower Party shall be
automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose under any Loan Document; 

(E) (i) no Purchasing Borrower Party may use the proceeds from Revolving Loans or Swingline Loans to purchase any Term
Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, both before and after giving effect to any such purchase, no Revolving Loans or Swingline Loans shall be outstanding; 

(F) any offer by a Purchasing Borrower Party to purchase or take by assignment any Term Loans shall be made to all Lenders pro
rata (with buyback mechanics to be agreed between such Purchasing Borrower Party and the Administrative Agent); and 
 (G)
the Purchasing Borrower Party shall represent at the time of the purchase or assignment that it has no material non-public information that has not been disclosed to the other Lenders generally (other than
those that elect not to receive non-public information). 

  
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 10.7 Adjustments;
Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular
Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or
receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or make such other adjustments as shall be equitable, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. 

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to
any Borrower, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any Obligations becoming due and payable by any Borrower (whether at the Stated Maturity, by acceleration or otherwise), to apply
to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the MLP. Each Lender agrees promptly to
notify the Borrowers’ Agent and the Administrative Agent after any such application made by such Lender, provided that the failure to give such notice shall not affect the validity of such application. 

10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the
foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail
transmission shall be promptly followed by such manually executed counterpart. 
 10.9 Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

10.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the
Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents. 

  
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 10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

10.12 Submission To Jurisdiction; Waivers. Each Borrower
hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating
to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction (or, in the case of matters relating to the Security Documents, non-exclusive jurisdiction) of the courts of the State of New York sitting in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to the Borrowers’ Agent, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right of the
Administrative Agent or the Lenders to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 10.12 any special, exemplary, punitive or consequential damages. 

10.13 Acknowledgements. Each Borrower hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

 (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Borrower arising
out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of
debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders. 
 10.14
Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably 

  
 113 








 
authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the
MLP having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with
Section 10.1, (ii) under the circumstances described in paragraph (b) below or (iii) as contemplated by Section 7.15 of the Guarantee and Collateral Agreement. 

(b) At such time as the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents (other than
Obligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements or unasserted indemnification, tax gross-up, expense reimbursements or yield protection obligations, in each
case for which no claim has been made) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than any outstanding Letters of Credit that have been cash collateralized or back-stopped
by a letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender), the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than
those contingent obligations expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

 (c) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee and Collateral Agreement, pursuant to this
Section 10.14. 
 10.15 Confidentiality. Each of the Administrative Agent and each Lender
agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the
provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof,
(b) subject to an agreement to comply with provisions at least as restrictive as those of this Section 10.15, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any
professional advisor to such counterparty), (c) to its employees, directors, officers, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental
Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar
proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, (j) to market data collectors, (k) if agreed by the
Borrowers’ Agent in its sole discretion, to any other Person and (l) to the extent that such information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the
Administrative Agent, any Lender or any of their respective affiliates on a nonconfidential basis from a source other than the MLP or any of its Affiliates. 

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the MLP and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state
securities laws. 

  
 114 








 All information, including requests for waivers and amendments, furnished by the MLP or the
Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the
MLP and its Affiliates and their related parties or their respective securities. Accordingly, each Lender acknowledges to the MLP and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may
receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws. 

10.16 WAIVERS OF JURY TRIAL. THE BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

10.17 USA Patriot Act. Each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that
identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act. The Loan Parties shall, promptly following a
request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Patriot Act. 
 10.18 Joint
and Several Liability of the Borrowers. 

(a) Each of the Borrowers is accepting joint and several liability hereunder in consideration of the Loans and Letters of
Credit to be provided by the Lenders and the Administrative Agent under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and
several liability for the obligations of each of them with respect to the Obligations. 
 (b) Each of the Borrowers jointly
and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment of all of the
Obligations arising under this Agreement, it being the intention of the parties hereto that all the Obligations shall be the joint and several payment obligations of all the Borrowers without preferences or distinction among them. 

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations
hereunder as and when due, then in each such event the other Borrowers will make such payment with respect to such Obligation. 

(d) The obligations of each Borrower under the provisions of this Section 10.18 constitute full
recourse obligations of such Borrower enforceable against it to the full extent of its properties and assets, and, to the extent permitted by applicable Requirements of Law, irrespective of the validity, regularity or enforceability of this
Agreement or any other circumstance whatsoever. 

  
 115 








 (e) The provisions of this Section 10.18 are made for
the benefit of the Lenders and the Administrative Agent and their successors and permitted assigns, and may be enforced by them in accordance with the terms of this Agreement from time to time against any of the Borrowers as often as occasion
therefor may arise and without requirement on the part of the Lenders or the Administrative Agent first to marshall any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them
against any other Borrower or to resort to any other source or means of obtaining payment of any of the obligations hereunder or to elect any other remedy. The provisions of this Section 10.18 shall remain in effect until
all the obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the obligations, is rescinded or must otherwise be restored or returned by the
Lenders or the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Borrowers, or otherwise, the provisions of this Section 10.18 will forthwith be reinstated in effect, as though such payment had
not been made. 
 10.19 No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and
agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the MLP and its Subsidiaries and any Joint Lead Arranger, any Agent, any Issuing Lender, the Swingline Lender or
any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Joint Lead Arranger, any Agent, any Issuing Lender, the Swingline Lender or any Lender
has advised or is advising the MLP or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders
are arm’s-length commercial transactions between the MLP and its Affiliates, on the one hand, and the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders, on the
other hand, (iii) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent that they have deemed appropriate and (iv) the Borrowers are capable of evaluating, and understand and accept, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders each is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the MLP or any of its Affiliates, or any other Person; (ii) none of the Joint Lead
Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders has any obligation to the MLP or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (iii) the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad
range of transactions that involve interests that differ from those of the MLP and its Affiliates, and none of the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and the Lenders has any obligation to disclose any of such
interests to the MLP or its Affiliates. To the fullest extent permitted by Law, each of the Borrowers hereby waives and releases any claims that it may have against the Joint Lead Arrangers, the Agents, the Issuing Lenders, the Swingline Lender and
the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

  
 116 








 10.20 Electronic Execution of
Assignments and Certain Other Documents. 

The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any
document to be signed in connection with this Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan
Notices, Swingline Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the
Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. 

10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion
Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with
the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 10.22 Amendment and
Restatement 
 The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur
automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement
outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the guarantees made to the Lenders, each Affiliate of a Lender that entered into a Specified Swap Agreement or a
Specified Cash Management Agreement and the Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full 

  
 117 








 
force and effect with respect to the Obligations and are hereby reaffirmed; (d) the Security Documents and the Liens created thereunder in favor of JPMorgan Chase Bank, N.A., as
administrative agent for the benefit of the holders of the obligations as assigned to Bank of America as Administrative Agent and securing the Obligations shall remain in full force and effect with respect to the Obligations and are hereby
reaffirmed; and (e) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer, without further amendment, to this Agreement. On the Closing Date, the revolving credit extensions and Revolving
Commitments made by the Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and revolving credit extensions and Revolving Commitments shall be made by the
Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing
Credit Agreement made under and in accordance with the terms of Section 10.1 of the Existing Credit Agreement. 
 10.23
Exiting Lenders. 
 Each entity executing this Agreement under the heading “Exiting Lender” on
the signature pages hereto, in its capacity as a lender under the Existing Credit Agreement (each an “Exiting Lender”), is signing this Agreement for the sole purposes of amending and restating the Existing Credit Agreement and
assigning its Revolving Commitments and outstanding Revolving Loans (each as defined under the Existing Credit Agreement) to the Lenders under this Agreement as described in the following sentence. Upon giving effect to this Agreement, (A) the
outstanding Revolving Loans of each Exiting Lender under the Existing Credit Agreement shall be fully assigned at par to Lenders under this Agreement and the outstanding Revolving Commitments of each Exiting Lender under the Existing Credit
Agreement shall be fully-assigned to Lenders under this Agreement so that, after giving effect to such assignments, the Lenders shall hold each class of the Revolving Loans and Revolving Commitments, in each case as set forth on Schedule 1.1A
hereto, and (B) such Exiting Lender shall no longer be a party this Agreement. For the avoidance of doubt, after giving effect to this Agreement and all transactions contemplated hereunder, no Exiting Lender shall be a Lender under this
Agreement or have any Commitment hereunder. 
 10.24 New Lenders. 

Each entity executing this Agreement under the heading “New Lender” on the signature pages hereto (each a “New
Lender”) hereby agrees to provide a Revolving Commitment in the amount set forth beside its name on Schedule 1.1A hereto. Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken
all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender hereunder, (B) it has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.1 of the Existing Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to become a
party hereto, and (C) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and to become a party hereto; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender. The Borrowers agree that, as of the Closing Date, each New Lender shall (i) be a party to this Agreement, (ii) be a “Lender” with respect to its Loans and Commitments for all purposes of this
Agreement and the other Loan Documents, and (iii) have the rights and obligations of such a Lender hereunder and the other Loan Documents. 

  
 118 








 10.25 Assignments; Prepayments;
Reallocations; Reconciliation. 
 The parties hereto agree that the Borrowers, the Lenders and the
Administrative Agent shall effect such assignments, prepayments, borrowings and reallocations as are necessary to effectuate the modifications to the Revolving Commitments and Revolving Loans on the Closing Date such that, after giving effect
thereto, the Lenders shall hold each class of the Revolving Commitments and Revolving Loans as set forth on Schedule 1.1A. Each party hereto waives any “breakage” costs that it would otherwise be entitled to pursuant to
Section 2.20 solely as a result of the foregoing. 
 Concurrently with the closing and effectiveness of this
Agreement: (a) the Borrowers shall pay to the Administrative Agent, for the account of the Lenders (other than the New Lenders) and the Exiting Lenders (in each case, including in the capacity of Issuing Lender, if applicable), (i) all interest
that has accrued on the outstanding Revolving Loans to but excluding the Closing Date and (ii) all commitment fees under Section 2.5 of the Existing Credit Agreement and all Letter of Credit fees under Section 3.3 of the Existing
Credit Agreement that have accrued to but excluding the Closing Date with respect to the Revolving Commitments of the Lenders (other than the New Lenders) and Exiting Lenders as in effect immediately prior to giving effect to this Agreement, and
(b) the Administrative Agent shall distribute such interest and fees to the Lenders (other than the New Lenders) and Exiting Lenders in accordance with their applicable pro rata shares as in effect immediately prior to giving effect to this
Agreement. 
 10.26 No Novation 

The execution, delivery and effectiveness of this Agreement shall not extinguish the obligations outstanding under the Existing Credit
Agreement, the Security Documents or the other Loan Documents or discharge or release the lien or priority of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the
Existing Credit Agreement, the Security Documents or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. 

  
 119 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

					
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	SunCoke Energy Partners GP LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	HAVERHILL COKE COMPANY LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	MIDDLETOWN COKE COMPANY, LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	HAVERHILL COGENERATION COMPANY LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	MIDDLETOWN COGENERATION COMPANY LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	SUNCOKE LAKE TERMINAL LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	SUNCOKE LOGISTICS LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	MARIGOLD DOCK, INC.
		
	By: 	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	CEREDO LIQUID TERMINAL, LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	KANAWHA RIVER TERMINALS, LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	GATEWAY ENERGY & COKE COMPANY, LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	GATEWAY COGENERATION COMPANY LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President
	
	RAVEN ENERGY LLC
		
	By:	 	 /s/ Fay West

		 	Name:	 	Fay West
		 	Title:	 	Senior Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	 /s/ Darleen R DiGrazia

		 	Name:	 	Darleen R DiGrazia
		 	Title:	 	Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 BANK OF AMERICA, N.A.,
 as a
Lender, Issuing Lender and Swingline Lender

		
	By:	 	 /s/ Jonathan M. Philips

		 	Name:	 	Jonathan M. Philips
		 	Title:	 	Senior Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 CITIBANK, N.A.,
 as a
Lender

		
	By:	 	 /s/ John Tucker

		 	Name:	 	John Tucker
		 	Title:	 	Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 JPMORGAN CHASE BANK, N.A.,
 as
a Lender

		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 GOLDMAN SACHS BANK USA,
 as a
Lender

		
	By:	 	 /s/ Josh Rosenthal

		 	Name:	 	Josh Rosenthal
		 	Title:	 	Authorized Signatory



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

		
	By:	 	 /s/ Mikhail Faybusovich

		 	Name:	 	Mikhail Faybusovich
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Lea Baerlocher

		 	Name:	 	Lea Baerlocher
		 	Title:	 	Authorized Signatory



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 THE TORONTO DOMINION BANK, NEW YORK BRANCH,

as a New Lender

		
	By:	 	 /s/ Savo Bozic

		 	Name:	 	Savo Bozic
		 	Title:	 	Authorized Signatory



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 ABN AMRO Capital USA LLC,

as a New Lender

		
	By:	 	 /s/ Bertus W. Valkhof

		 	Name:	 	Bertus W. Valkhof
		 	Title:	 	Vice President
		
	By:	 	 /s/ R. Bisscheroux

		 	Name:	 	R. Bisscheroux
		 	Title:	 	Director



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 TORONTO DOMINION (TEXAS) LLC,
 as an
Existing Lender (executing solely for purposes of Sections 10.23 and 10.25)

		
	By:	 	 /s/ Savo Bozic

		 	Name:	 	Savo Bozic
		 	Title:	 	Authorized Signatory



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Existing Lender (executing solely for purposes of Sections 10.23 and 10.25)

		
	By:	 	 /s/ Benjamin Livermore

		 	Name:	 	Benjamin Livermore
		 	Title:	 	Officer



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 ROYAL BANK OF CANADA,
 as
an Existing Lender (executing solely for purposes of Sections 10.23 and 10.25)

		
	By:	 	 /s/ Jason C. Hedrick

		 	Name:	 	Jason C. Hedrick
		 	Title:	 	Authorized Signatory



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 
					
	 BARCLAYS BANK PLC,
 as an Existing
Lender (executing solely for purposes of Sections 10.23 and 10.25)

		
	By:	 	 /s/ May Huang

		 	Name:	 	May Huang
		 	Title:	 	Assistant Vice President



  
 SUNCOKE ENERGY
PARTNERS, L.P. 
 CREDIT AGREEMENT 








 Schedule 1.1A 

Commitments 
  

									
	 Lender
	  	Revolving Commitment	 	  	Revolving Percentage	 
	 Bank of America, N.A.
	  	$	74,025,974.03	 	  	 	25.974025974	% 
	 ABN AMRO Capital USA LLC
	  	$	55,519,480.52	 	  	 	19.480519481	% 
	 The Toronto Dominion Bank, New York Branch
	  	$	40,714,285.71	 	  	 	14.285714286	% 
	 Citibank, N.A.
	  	$	37,012,987.01	 	  	 	12.987012987	% 
	 JPMorgan Chase Bank, N.A.
	  	$	29,610,389.61	 	  	 	10.389610390	% 
	 Goldman Sachs Bank USA
	  	$	25,909,090.91	 	  	 	9.090909091	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	22,207,792.21	 	  	 	7.792207792	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	285,000,000.00	 	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 








 Schedule 1.1B 

Mortgaged Properties 

PART A. MORTGAGED PROPERTIES 
  

					
	 Owner & Address
	  	 Tax ID
	  	 County

	 Middletown Coke Company, LLC
 3353 Yankee
Road
 Middletown, OH 45044
	  	 Q6542061000025

Q6542084000002
 Q6542084000003

Q6542084000004

Q6542084000065
	  	Butler, OH
	 Middletown Cogeneration Company LLC
 3353 Yankee
Road
 Middletown, OH 45044
	  	Q6542084000066	  	Butler, OH
	 Haverhill Coke Company LLC
 2446 Gallia Pike

Franklin Furnace, OH 45629
	  	 06-1018.001

06-1057.000
	  	Scioto, OH
	 Haverhill Cogeneration Company LLC
 2446 Gallia
Pike
 Franklin Furnace, OH 45629
	  	06-1057.002	  	Scioto, OH
	 Gateway Energy & Coke Company, LLC

Edwardsville Road and State Route 162
 Granite City, IL
62040
	  	 22-2-20-20-00-000-001.001

22-2-20-19-00-000-004.002
	  	Madison, IL
	 Gateway Cogeneration Company LLC
 Edwardsville
Road and State Route 162
 Granite City, IL 62040
	  	22-2-20-19-00-000-004.003
	  	Madison, IL
	 Raven Energy LLC
 Convent Marine Terminal

7790 LA Highway 44
 Convent, Louisiana 70723
	  	400047400	  	St. James Parish, LA

 PART B. REAL PROPERTIES 

See Part A above. 







 Schedule 1.1C 

Mortgages at Closing 

PART A. MORTGAGES 
  

	1.	First Amended and Restated Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement by Haverhill Cogeneration Company LLC to and in favor of
Bank of America, N.A. 

  

	2.	First Amended and Restated Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Haverhill Coke Company, LLC to Bank of America, N.A.


  

	3.	First Amended and Restated Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Middletown Cogeneration Company, LLC to Bank of
America, N.A. 

  

	4.	First Amended and Restated Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Middletown Coke Company, LLC to Bank of America, N.A.


  

	5.	First Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing by Gateway Cogeneration Company LLC to Bank of America, N.A. 


 

	6.	First Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, by Gateway Energy and Coke Company, LLC to Bank of America, N.A. 


 

	7.	First Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, by Raven Energy LLC to Bank of America, N.A. 


PART B. TITLE INSURANCE POLICIES 
  

	1.	Loan Policy No.: 5011339-4214, dated 1/25/13, issued by Riverbend Commercial Title Agency, as agent for First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as Administrative Agent, on real property
owned by Haverhill Cogeneration Company LLC in Scioto County, Ohio, with initial coverage of $25,000,000. 

 a. Endorsement
dated 8/30/13, increased coverage to $37,500,000 
 b. Endorsement dated 5/12/14, increased coverage to $62,500,000 

 

	2.	Loan Policy No.: 5011339-4213, dated 1/25/13, issued by Riverbend Commercial Title Agency, as agent for First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as Administrative Agent, on real property
owned by Haverhill Coke Company, LLC in Scioto County, Ohio, with initial coverage of $25,000,000. 

 a. Endorsement dated
8/30/13, increased coverage to $37,500,000 
 b. Endorsement dated 5/12/14, increased coverage to $62,500,000 








	3.	Loan Policy No.: 5011339-4212, dated 2/8/13, issued by Riverbend Commercial Title Agency, as agent for First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as Administrative Agent, on real property
owned by Middletown Cogeneration Company, LLC in Butler County, Ohio, with initial coverage of $25,000,000. 

 a. Endorsement
dated 8/30/13, increased coverage to $37,500,000 
 b. Endorsement dated 5/12/14, increased coverage to $62,500,000 

 

	4.	Loan Policy No.: 5011339-4211, dated 1/25/13, issued by Riverbend Commercial Title Agency, as agent for First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as Administrative Agent, on real property
owned by Middletown Coke Company, LLC in Butler County, Ohio, with initial coverage of $25,000,000. 

 a. Endorsement dated
8/30/13, increased coverage to $37,500,000 
 b. Endorsement dated 5/12/14, increased coverage to $62,500,000 

 

	5.	Loan Policy No.: NCS-704867, dated 3/23/15, issued by First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as Administrative Agent, on real property owned by
Gateway Energy and Coke Company, LLC in Madison County, Illinois, with initial coverage of $9,374,200. 

  

	6.	Loan Policy No.: NCS-704867-1, dated 3/23/15, issued by First American Title Insurance Company, to JPMorgan Chase Bank, N.A., as
Administrative Agent, on real property owned by Gateway Cogeneration Company, LLC in Madison County, Illinois, with initial coverage of $8,379,800. 

  

	7.	Loan Policy No.: 5211322-0023426e, dated 8/21/15, issued by First American Title Insurance Company, to JPMorgan Chase Bank, N.A. on real property owned by Raven Energy LLC in the Parish of St. James, Louisiana with
initial coverage of $200,000,000. 








 Schedule 1.1D 

Existing Letters of Credit 
  

																			
	 Bank
	  	Reference No.	 	  	Beneficiary	  	Issue Date	 	  	Expiry
Date	 	  	Amount	 
	 Bank of America
	  	 	68131675	 	  	National Union Fire Insurance
Company	  	 	3/3/2017	 	  	 	3/7/2018	 	  	$	1,915,800	 








 Schedule 3.1 

L/C Commitment 
  

					
	 Issuing Lender
	  	L/C
Commitment	 
	 Bank of America, N.A.
	  	$	50,000,000.00	 
		  	  
	  
	 
	 Total
	  	$	50,000,000.00	 
		  	  
	  
	 








 Schedule 4.15 

Subsidiaries 
  

			
	 Legal Name
	  	 State of Formation or Incorporation

	Ceredo Liquid Terminal, LLC	  	Delaware
	FF Farm Holdings LLC	  	Delaware
	Gateway Cogeneration Company LLC	  	Delaware
	Gateway Energy & Coke Company, LLC	  	Delaware
	Haverhill Cogeneration Company LLC	  	Delaware
	Haverhill Coke Company LLC	  	Delaware
	Jacob Materials Handling LLC	  	Delaware
	Kanawha River Terminals, LLC	  	Delaware
	Marigold Dock, Inc.	  	Delaware
	Middletown Cogeneration Company LLC	  	Delaware
	Middletown Coke Company, LLC	  	Delaware
	Raven Energy LLC	  	Delaware
	SunCoke Energy Partners Finance Corp.	  	Delaware
	SunCoke Lake Terminal LLC	  	Delaware
	SunCoke Logistics LLC	  	Delaware








 Schedule 7.2(d) 

Existing Indebtedness 
 1.
$16,200,000 lease obligations pursuant to the Master Lease Agreement, dated as of July 22, 2016, between Pacific Western Bank, its successors and assigns, as lessor, and Haverhill Cogeneration Company LLC, Middletown Cogeneration Company LLC,
SunCoke Lake Terminal LLC, and Kanawha River Terminals LLC, their successors and permitted assigns, jointly and severally as the lessee, together with all riders, schedules, guarantees and other documents related thereto (collectively, the
“Pacific Western Lease Documents”). 
 2. $112,900,000 principal amount of loans outstanding under the Amended and Restated Credit
Agreement, dated as of June 28, 2013, between Raven Energy LLC, as borrower, Tyler Forks Iron Company LLC, as the administrative agent, and the lenders party thereto (the “Raven Term Loan”). 







 Schedule 7.3 

Existing Liens 
  

	1.	Liens securing the Pacific Western Lease Documents referenced in item 1 on Schedule 7.2(d) and including the UCC financing statements reflected in the chart below. 


 

	2.	Liens securing the Raven Term Loan referenced in item 2 on Schedule 7.2(d) and including the following: 

  

	 	(i)	the Mortgage, Assignment of Leases and Rents and Security Agreement dated as of July 11, 2012, between Raven Energy LLC and Tyler Forks Iron Company LLC, as successor in interest to Branch Banking and Trust
Company, as Administrative Agent, and recorded in Book 419, Page 845 with the Clerk of Court for the Parish of St. James, Louisiana, as amended by that certain First Amendment to Mortgage, Assignment of Leases and Rents and Security Agreement,
effective as of June 28, 2013, between Raven Energy LLC and Tyler Forks Iron Company LLC, as successor in interest to Branch Banking and Trust Company, as Administrative Agent, and recorded in Book 433, Page 649 with the Clerk of Court for the
Parish of St. James, Louisiana and that certain Second Amendment to Mortgage, Assignment of Leases and Rents and Security Agreement, effective as of August 12, 2015, between Raven Energy LLC and Tyler Forks Iron Company LLC, as successor in
interest to Branch Banking and Trust Company, as Administrative Agent, and recorded with the Clerk of Court for the Parish of St. James, Louisiana, 

  

	 	(ii)	the Amended and Restated General Security Agreement, dated as of June 28, 2013, among Raven Energy LLC and Tyler Forks Iron Company LLC, as successor in interest to Branch Banking and Trust Company, as
Administrative Agent, as amended by the Amendment to Amended and Restated General Security Agreement, dated as of August 12, 2015, between Raven Energy LLC and Tyler Forks Iron Company LLC, as successor in interest to Branch Banking and Trust
Company, as Administrative Agent; 

  

	 	(iii)	the Collateral Assignment of Materials Handling and Storage Agreement with Murray American Coal, Inc., dated March 31, 2015 by Raven Energy LLC in favor of Tyler Forks Iron Company LLC, as successor in interest to
Branch Banking and Trust Company, as Administrative Agent, 

  

	 	(iv)	the Amended and Restated Collateral Assignment of Materials Handling and Storage Agreement, dated June 28, 2013, by Raven Energy LLC in favor of Tyler Forks Iron Company LLC, as successor in interest to Branch
Banking and Trust Company, as Administrative Agent. 

  

	 	(v)	the Collateral Assignment of Materials Handling and Storage Agreement with Murray American Coal, Inc., dated March 31, 2015 by Raven Energy LLC in favor of Tyler Forks Iron Company LLC, as successor in interest to
Branch Banking and Trust Company, as Administrative Agent; and 

  

	 	(vi)	the UCC financing statements reflected in the chart below. 









											
	 Debtor
	  	 Secured Party/Mortgagor
	  	 Filing
Location
	  	 Document
	  	 Filing No. & Date
	  	
Collateral
Description/
Amendment
Description

	Haverhill Coke Company LLC	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20132965748, filed 7/31/13; as amended pursuant to filing 20132972314 filed 7/31/13	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20132965755, filed 7/31/13; as amended pursuant to filing 20132972330 filed 7/31/13	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20132965961, filed 7/31/13; as amended pursuant to filing 20132972355 filed 7/31/13	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20132965979, filed 7/31/13; as amended pursuant to filing 20132972348 filed 7/31/13	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20160872422, filed 2/12/16	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20160872471, filed 2/12/16	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20160872521, filed 2/12/16	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20160872539, filed 2/12/16	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20160872661, filed 2/12/16	  	Equipment lease
	  	Applied Industrial Technologies Inc	  	Delaware SOS	  	UCC-1	  	Filing #20167814021, filed 12/12/16	  	Equipment lease (Consignment)
	Middletown Coke Company, LLC	  	General Electric Credit Corporation of Tennessee	  	Delaware SOS	  	UCC-1	  	Filing #20121712118, filed 05/02/2012	  	Equipment lease
	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20167814021, filed 12/12/16	  	Equipment lease
	  	Applied Industrial Technologies Inc	  	Delaware SOS	  	UCC-1	  	Filing #20167814021, filed 12/12/16	  	Equipment lease (Consignment)
	Raven Energy LLC	  	Tyler Forks Iron Company LLC, as administrative agent	  	Delaware SOS	  	UCC-1	  	Filing #20122672535 filed 7/11/12; as assigned pursuant to filing 2015-353-3881 filed 8/13/2015; and as amended pursuant to filing 2015-352-7339 filed 8/13/2015	  	All assets
	  	Tyler Forks Iron Company LLC, as administrative agent	  	Clerk of Court, St. James Parish, LA    	  	UCC-1 Fixture Filing	  	Filing #47-63574, as amended by filing 47-64421 as filed on June 28, 2013; as amended by filing 47-64421
filed on June 28, 2013; as assigned by filing 47-66594 filed on August 14, 2015; and as amended by filing 47-66595 filed on August 14, 2015;	  	All assets on certain real property described thereto.









											
	 Debtor
	  	 Secured Party/Mortgagor
	  	 Filing
Location
	  	 Document
	  	 Filing No. & Date
	  	
Collateral
Description/
Amendment
Description

		  	Konatsu Financial Limited Partnership	  	Delaware SOS	  	UCC-1	  	Filing #20124526879, filed 11/26/12	  	Equipment lease
	Gateway Energy & Coke Company , LLC	  	Wells Fargo Bank, N.A.	  	Delaware SOS	  	UCC-1	  	Filing #20120248148, filed 1/20/12; as continued pursuant to filing #20167556507 filed on 12/6/16	  	Equipment lease
	SunCoke Lake Terminal LLC	  	Caterpillar Financial Services Corporation	  	Delaware SOS	  	UCC-1	  	Filing #20144095642, filed 10/10/14	  	Equipment lease
	Kanawha River Terminals, LLC; SunCoke Lake Terminal LLC; Middletown Cogeneration Company LLC; Haverhill Cogeneration Company LLC	  	Pacific Western Bank	  	Delaware SOS	  	UCC-1	  	Filing #20164443188, filed 7/22/2016	  	Equipment lease








 Schedule 7.8 

Existing Investments 

None. 







 Schedule 10.2 

Notice Information 
  

			
	 If to any Loan Party:
	  	 Andrew M. Kellogg
 Assistant Treasurer

SunCoke Energy, Inc.
 1011 Warrenville Road

Suite 600
 Lisle, IL 60532

Main line: 630-824-1000

Direct line: 630-824-1996

Email: AMKellogg@SunCoke.com
  

With a copy to:
 Allison S. Lausas

Vice President & Controller
 SunCoke Energy, Inc.

1011 Warrenville Road
 Suite 600

Lisle, IL 60532
 Main line: 630-824-1000
 Direct line:
630-824-1925
 Email: ASLausas@SunCoke.com

		
	If to the Administrative Agent or Swingline Lender:	  	 (For financial/loan activity – advances, pay down, interest/fee billing
and payments, rollovers, rate-settings):
 Angie Hidalgo

Bank of America
 Mail Code: TX1-492-14-11
 Bank of America Plaza

901 Main Street
 Dallas, TX 75202-3714

TELEPHONE: 972-338-3768

FAX: 214-416-0555

EMAIL:    angie.hidalgo@baml.com
  

Remittance Instructions:

Furnished upon request
  

(For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc):

 
 Bank of America – Gateway Village

Mail Code: NC1-026-06-03

900 West Trade Street
 Charlotte NC 28255-0001

Attention: Darleen R DiGrazia
 PHONE: 980-388-5001
 FAX:
704-409-0645
 EMAIL:
darleen.r.digrazia@baml.com










			
	If to Bank of America, N.A., as Issuing Lender:	  	 Trade Operations
 Mail Code: PA6-580-02-30
 1 Fleet Way

Scranton, PA 18507
 FAX: 800-755-8743
 EMAIL: scranton_standby_LC@bankofamerica.com

 
 Remittance Instructions:

Furnished upon request









 EXHIBIT A 

FORM OF 
 GUARANTEE AND
COLLATERAL AGREEMENT 
 [see attached] 

  
 A-1 








  

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT 

DATED AS OF 

MAY 24, 2017 

AMONG 
 SUNCOKE ENERGY
PARTNERS, L.P., HAVERHILL COKE COMPANY LLC, MIDDLETOWN COKE COMPANY, LLC, HAVERHILL COGENERATION COMPANY LLC, MIDDLETOWN COGENERATION COMPANY LLC, SUNCOKE LAKE TERMINAL LLC, SUNCOKE LOGISTICS LLC, MARIGOLD DOCK, INC., CEREDO LIQUID TERMINAL, LLC,
KANAWHA RIVER TERMINALS, LLC, GATEWAY ENERGY & COKE COMPANY, LLC, GATEWAY COGENERATION COMPANY LLC, RAVEN ENERGY LLC, JACOB MATERIALS HANDLING LLC, SUNCOKE ENERGY PARTNERS FINANCE CORP. and FF FARM HOLDINGS LLC 

CERTAIN OTHER SUBSIDIARIES OF SUNCOKE ENERGY PARTNERS, L.P. 

FROM TIME TO TIME PARTY HERETO 

AND 
 BANK OF AMERICA,
N.A., 
 as Administrative Agent 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 Article I. DEFINITIONS
	  	 	1	 
			
	 SECTION 1.01
	 	 Credit Agreement
	  	 	1	 
	 SECTION 1.02
	 	 Other Defined Terms
	  	 	2	 
		
	 Article II. GUARANTEE
	  	 	4	 
			
	 SECTION 2.01
	 	 Guarantee
	  	 	4	 
	 SECTION 2.02
	 	 Guarantee of Payment
	  	 	5	 
	 SECTION 2.03
	 	 No Limitations, Etc.
	  	 	5	 
	 SECTION 2.04
	 	 Reinstatement
	  	 	6	 
	 SECTION 2.05
	 	 Agreement To Pay; Subrogation
	  	 	6	 
	 SECTION 2.06
	 	 Information
	  	 	6	 
	 SECTION 2.07
	 	 Keepwell
	  	 	6	 
		
	 Article III. PLEDGE OF SECURITIES
	  	 	7	 
			
	 SECTION 3.01
	 	 Pledge
	  	 	7	 
	 SECTION 3.02
	 	 Delivery of the Pledged Collateral
	  	 	7	 
	 SECTION 3.03
	 	 Representations, Warranties and Covenants
	  	 	8	 
	 SECTION 3.04
	 	 Certification of Limited Liability Company Interests and Limited Partnership
Interests
	  	 	9	 
	 SECTION 3.05
	 	 Registration in Nominee Name; Denominations
	  	 	9	 
	 SECTION 3.06
	 	 Voting Rights; Dividends and Interest, Etc.
	  	 	9	 
		
	 ARTICLE IV. SECURITY INTERESTS IN PERSONAL PROPERTY
	  	 	11	 
			
	 SECTION 4.01
	 	 Security Interest
	  	 	11	 
	 SECTION 4.02
	 	 Representations and Warranties
	  	 	14	 
	 SECTION 4.03
	 	 Covenants
	  	 	15	 
	 SECTION 4.04
	 	 Other Actions
	  	 	18	 
	 SECTION 4.05
	 	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	 	19	 
		
	 ARTICLE V. REMEDIES
	  	 	20	 
			
	 SECTION 5.01
	 	 Remedies Upon Default
	  	 	20	 
	 SECTION 5.02
	 	 Application of Proceeds
	  	 	21	 
	 SECTION 5.03
	 	 Grant of License to Use Intellectual Property
	  	 	22	 
	 SECTION 5.04
	 	 Securities Act, Etc.
	  	 	22	 
		
	 ARTICLE VI. INDEMNITY, SUBROGATION AND SUBORDINATION
	  	 	23	 
			
	 SECTION 6.01
	 	 Indemnity and Subrogation
	  	 	23	 
	 SECTION 6.02
	 	 Contribution and Subrogation
	  	 	23	 
	 SECTION 6.03
	 	 Subordination
	  	 	23	 
		
	 ARTICLE VII. MISCELLANEOUS
	  	 	24	 
			
	 SECTION 7.01
	 	 Notices
	  	 	24	 
	 SECTION 7.02
	 	 Security Interest Absolute
	  	 	24	 
	 SECTION 7.03
	 	 Survival of Agreement
	  	 	24	 
	 SECTION 7.04
	 	 Binding Effect; Several Agreement
	  	 	24	 
	 SECTION 7.05
	 	 Successors and Assigns
	  	 	25	 
	 SECTION 7.06
	 	 Administrative Agent’s Fees and Expenses; Indemnification
	  	 	25	 


  
 i 









							
	 SECTION 7.07
	 	 Administrative Agent Appointed Attorney-in-Fact
	  	 	25	 
	 SECTION 7.08
	 	 Applicable Law
	  	 	26	 
	 SECTION 7.09
	 	 Waivers; Amendment
	  	 	26	 
	 SECTION 7.10
	 	 WAIVER OF JURY TRIAL
	  	 	27	 
	 SECTION 7.11
	 	 Severability
	  	 	27	 
	 SECTION 7.12
	 	 Counterparts
	  	 	27	 
	 SECTION 7.13
	 	 Headings
	  	 	27	 
	 SECTION 7.14
	 	 Jurisdiction; Consent to Service of Process
	  	 	27	 
	 SECTION 7.15
	 	 Termination or Release
	  	 	28	 
	 SECTION 7.16
	 	 Additional Subsidiaries
	  	 	29	 
	 SECTION 7.17
	 	 Right of Setoff
	  	 	29	 
	 SECTION 7.18
	 	 Amendment and Restatement of Existing Guarantee and Collateral Agreement
	  	 	29	 

  

			
	Schedules	  	
		
	Schedule I	  	Subsidiary Guarantors
	Schedule II	  	Pledged Stock; Pledged Debt Securities
	Schedule III	  	Intellectual Property
		
	Exhibits	  	
		
	Exhibit A	  	Form of Supplement
	Exhibit B	  	Form of Perfection Certificate


  
 ii 








 AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of May 24, 2017 (this
“Agreement”), 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 page to
the Credit Agreement (as defined herein) (together with the MLP, collectively, the “Borrowers”), SUNCOKE ENERGY PARTNERS FINANCE CORP., a Delaware corporation, JACOB MATERIALS HANDLING LLC, a Delaware limited liability
company, FF FARM HOLDINGS LLC, a Delaware limited liability company and the other Subsidiaries of the MLP from time to time party hereto and BANK OF AMERICA, N.A. (“Bank of America”), as
administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Secured Parties (as defined herein). 

PRELIMINARY STATEMENT 

WHEREAS, pursuant to that certain Credit Agreement dated of January 24, 2013 (as amended, modified, extended, renewed or replaced prior
to the date hereof, the “Existing Credit Agreement”) among the MLP and certain other Borrowers, the lenders party thereto (the “Existing Lenders”) and JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, “JPM”), the Existing Lenders required, as a condition precedent to their entering into the Existing Credit Agreement and making extensions of
credit to or for the account of the borrowers thereunder, the borrowers and certain of their Subsidiaries to execute that certain Guarantee and Collateral Agreement dated as of January 24, 2013 (as amended, supplemented and otherwise modified
prior to the date hereof, the “Existing Guarantee and Collateral Agreement”); and 

WHEREAS, in connection with the entry into the Credit Agreement, JPM has resigned as administrative agent under the Existing Credit Agreement,
and Bank of America has succeeded JPM as administrative agent under the Credit Agreement; and 
 WHEREAS, the lenders have agreed to amend
and restate the Existing Credit Agreement pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, supplemented, increased, extended, restated, renewed, refinanced or replaced from time to time, the
“Credit Agreement”) among the Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent; and 

WHEREAS, the Lenders and the Issuing Lenders have agreed to extend credit to the Borrowers pursuant to, and upon the terms and conditions
specified in, the Credit Agreement. The obligations of the Lenders and the Issuing Lenders to extend credit to the Borrowers are conditioned upon, among other things, the Grantors’ agreement to amend and restate the Existing Guarantee and
Collateral Agreement in accordance with the terms of this Agreement. Each Guarantor is a Subsidiary of a Borrower, will derive substantial benefits from the extension of credit to such Borrower pursuant to the Credit Agreement and is willing to
execute and deliver this Agreement in order to induce the Lenders and the Issuing Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

ARTICLE I. 
 DEFINITIONS

 SECTION 1.01 Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have
the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. 

(b) The rules of construction specified in Section 1.2 of the Credit Agreement also apply to this Agreement. 







 SECTION 1.02 Other Defined Terms. As used
in this Agreement, the following terms have the meanings specified below: 
 “Administrative Agent”
shall have the meaning assigned to such term in the preamble. 
 “Article 9 Collateral”
shall have the meaning assigned to such term in Section 4.01. 
 “Borrowers” shall have
the meaning assigned to such term in the preamble. 
 “Collateral” shall mean the Article 9 Collateral and the
Pledged Collateral. 
 “Copyright License” shall mean any written agreement, now or hereafter in
effect, granting any right to any third Person under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any
third Person, and all rights of such Grantor under any such agreement. 
 “Copyrights” shall mean all of the
following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; and (b) all
registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright
Office (or any successor office or any similar office in any other country), including those listed on Schedule III. 

“Equity Interests” shall mean Capital Stock of any Subsidiary of any Grantor. 

“Excluded Collateral” shall have the meaning assigned to it in Section 4.01(b). 

“Excluded Deposit Account” shall mean any Deposit Account the funds in which are used, in
the ordinary course of business, primarily for, and do not at any time exceed amounts reasonably required for, the payment of salaries and wages, workers’ compensation and similar expenses. 

“Federal Securities Laws” shall have the meaning assigned to such term in
Section 5.04. 
 “General Intangibles” shall mean all choses in action and
causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships,
limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedge Agreements and other
agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of
any of the Accounts. 
 “Grantors” shall mean the Borrowers and the Guarantors. 

“Guarantors” means the collective reference to the Subsidiary Guarantors. 

  
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 “Intellectual Property” shall mean all intellectual and
similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations
and franchises, and all additions, improvements and accessions. 
 “License” shall mean any Patent License,
Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party. 

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in
the State of New York. 
 “Patent License” shall mean any written agreement, now or hereafter in
effect, granting to any third Person any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right
to make, use or sell any invention on which a patent, now or hereafter owned by any third Person, is in existence, and all rights of any Grantor under any such agreement. 

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all pending patent
applications or issued patents of the United States or the equivalent thereof in any foreign country, all registrations and recordings thereof, including those listed on Schedule III, and (b) all continuation applications, divisional
applications, continuation-in-part applications, those issued patents that are subject to reissue or reexamination certificates, and the inventions disclosed or claimed
therein, including the right to make, use, sell offer for sale or import the inventions disclosed or claimed therein. 

“Perfection Certificate” shall mean a certificate, dated as of the date hereof, substantially in the
form of Exhibit B, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Borrowers’ Agent. 

“Pledged Collateral” shall have the meaning assigned to such term in
Section 3.01. 
 “Pledged Debt Securities” shall have the
meaning assigned to such term in Section 3.01. 
 “Pledged Securities” shall
mean any promissory notes, stock certificates or other certificated securities or certificates representing Capital Stock now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or
evidencing any Pledged Collateral. 
 “Pledged Stock” shall have the meaning assigned to such term in
Section 3.01. 
 “Qualified ECP Guarantor” shall mean, in
respect of any Swap Obligation, at any time, each Grantor with total assets exceeding $10,000,000 at the time the relevant guaranty, pledge of Pledged Collateral or grant of the relevant Security Interest becomes or would become effective with
respect to such Swap Obligation or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time
under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Secured Parties” shall mean
(a) the Lenders, (b) the Administrative Agent, (c) any Issuing Lender, (d) each counterparty to any Specified Swap Agreement with the MLP or any Restricted Subsidiary, to the extent obligations in respect thereof constitute
Obligations, (e) each banking institution 

  
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party to a Specified Cash Management Agreement with the MLP or a Restricted Subsidiary, to the extent obligations in respect thereof constitute Obligations, (f) only for purposes of
realization on the Collateral, the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing. 

“Security Interest” shall have the meaning assigned to such term in
Section 4.01. 
 “Specified Loan Party” shall have the meaning
assigned to such term in Section 2.07. 
 “Subsidiary Guarantor” shall mean
(a) the Subsidiaries of the MLP identified on Schedule I hereto as Subsidiary Guarantors and (b) each other Subsidiary of the MLP that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date. 

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third
Person any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third Person, and all rights
of any Grantor under any such agreement. 
 “Trademarks” shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, including all common law rights, applications or registrations filed in the United States Patent and Trademark Office, any similar offices in any State of the United States,
any other country or any political subdivision (except for “intent-to-use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of Lanham Act has been filed, to the extent, if any, that any assignment of an “intent-to-use” application prior to such filing would violate the Lanham Act), and all related extensions or renewals, including those listed on Schedule
III, (b) all associated goodwill and (c) all other intangible assets, rights and interests that uniquely reflect or embody such goodwill. 

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent, the
aggregate amount, if any (i) made available to the Borrowers on the assumption that each Lender has made its portion of the applicable borrowing of Loans available to the Administrative Agent as contemplated by Section 2.17 of the Credit
Agreement and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the Borrowers or made available to the Administrative Agent by any such Lender, (b) with respect to any
Issuing Lender, the aggregate amount, if any, of L/C Obligations or any participation by a Lender in respect of any Letter of Credit that shall not have been funded by the Borrowers or the Lenders, as the case may be, in accordance with Sections 3.4
and 3.5 of the Credit Agreement, as applicable and (c) with respect to any Swingline Lender, the aggregate amount, if any, of Swingline Loans or any participation by a Lender in respect of any Swingline Loan that shall not have been funded by
the Lenders in accordance with Section 2.7(b) or (c) of the Credit Agreement. 
 ARTICLE II. 

GUARANTEE 
 SECTION 2.01
Guarantee. Each Borrower and each Guarantor unconditionally guarantees, jointly with each Borrower and with the other Guarantors and severally, to the Administrative Agent, for the ratable benefit of the Secured Parties, as a primary
obligor and not merely as a surety, the due and 

  
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punctual payment and performance of the Obligations. Each Borrower and each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower or any other Loan Party of
any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION 2.02
Guarantee of Payment. Each Borrower and each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Administrative Agent or any other
Secured Party in favor of any Borrower or any other Person. 
 SECTION 2.03 No Limitations,
Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or otherwise, other than the defense of payment of such obligations in accordance with the terms thereof. Without limiting the generality of the foregoing, the obligations
of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions
of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under
this Agreement (except for rescissions, waivers, amendments or modifications that by their terms reduce, discharge or impair the obligations of a Guarantor under this Agreement), (iii) the release of, or any impairment of or failure to perfect any
Lien on or security interest in, any security held by the Administrative Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, or
(v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity other than the payment in full of all the
Obligations (other than Obligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements, unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no
claim has been made, and other contingent obligations that survive the repayment of the Loans). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Obligations, to exchange,
waive or release any or all such security (with or without consideration), to enforce or apply such security (in accordance with the Loan Documents) and direct the order and manner of any sale thereof in its sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of the Obligations, in each case in accordance with the Loan Documents, all without affecting the obligations of any Guarantor hereunder. 

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense
of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the payment in full of all
the Obligations (other than Obligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements, unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which
no claim has been made, and other contingent obligations that survive the repayment of the Loans). The Administrative 

  
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Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Loan Party or exercise any other right or remedy available to them against any Borrower or any other Loan
Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full (other than Obligations under or in respect of Specified Swap Agreements, Specified Cash Management
Agreements, unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made, and other contingent obligations that survive the repayment of the Loans) and the guarantee
of such Guarantor has been released pursuant to Section 7.15. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Loan Party, as the case may be, or any security. 

SECTION 2.04 Reinstatement. Each Borrower and each Guarantor agrees that its guarantee hereunder shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of any
Borrower, any other Loan Party or otherwise. 
 SECTION 2.05 Agreement To Pay;
Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Borrower or any Guarantor by virtue hereof, upon the
failure of any Borrower or any other Loan Party to pay any Obligation as expressly contemplated by Section 2.01 when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Borrower and each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by
any Borrower or any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Borrower or such Guarantor against any other Borrower or any other Guarantor arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 
 SECTION 2.06
Information. Each Borrower and each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances
bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Borrower and such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any other Secured Party
will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 
 SECTION 2.07
Keepwell. Each Qualified ECP Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Grantor with respect to its obligations
under the Loan Documents in respect of a Swap Obligation as may be needed by such Grantor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount
of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article II voidable under applicable bankruptcy laws or other debtor relief laws, and not for any
greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination of the Swap


  
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Obligations. Each Qualified ECP Guarantor intends this Section 2.07 to constitute, and this Section 2.07 shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of each other Grantor for all purposes of the Commodity Exchange Act. 

ARTICLE III. 
 PLEDGE OF
SECURITIES 
 SECTION 3.01 Pledge. As security for the payment or performance, as the case may be, in full of the
Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed opposite
the name of such Grantor on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the
“Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary and shall not include any
Excluded Collateral, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such
Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c)
subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to
Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and
other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged
Collateral”). Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Collateral shall not include, any Excluded Collateral. 

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 

SECTION 3.02 Delivery of the Pledged
Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities, to the extent that such Pledged
Securities are either (i) certificated Equity Interests or (ii) in the case of promissory notes or other Instruments evidencing Indebtedness, required to be delivered pursuant to paragraph (b) of this
Section 3.02. 
 (b) All Indebtedness (other than any Indebtedness that, individually, has a
principal amount less than $1,000,000) owing to any Loan Party that is evidenced by (i) a promissory note or (ii) other Instrument evidencing Indebtedness of which a Responsible Officer is aware shall be promptly pledged and delivered
(except in the case of promissory notes or other Instruments evidencing Indebtedness that, as of the Closing Date, have been lost, misplaced or destroyed) to the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the
terms hereof. 

  
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 (c) Upon delivery to the Administrative Agent, (i) any Pledged Securities
required to be delivered pursuant to the foregoing paragraphs (a) and (b) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and duly
executed in blank by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be
accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a
schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such
Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 
 SECTION 3.03
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the
Secured Parties, that: 
 (a) as of the date hereof, Schedule II correctly sets forth the percentage of the issued and
outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Pledged Debt Securities required to be pledged hereunder; 

(b) the Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is
not a Subsidiary or Affiliate of a Grantor, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and
(ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary or Affiliate of a Grantor, to the best of each Grantor’s knowledge), are legal, valid and binding
obligations of the issuers thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing; 
 (c)
except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement), each Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, and (iii) will make no assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than transfers made in compliance with the Credit Agreement; 

(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Stock and,
to the extent issued by the MLP or any of its Subsidiaries, the Pledged Debt Securities, are and will continue to be freely transferable and assignable pursuant hereto and to the exercise by the Administrative Agent of its rights and remedies
hereunder, and none of the Pledged Stock and, to the extent issued by the MLP or any of its Subsidiaries, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any 

  
 8 








 
nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or to the exercise by the
Administrative Agent of rights and remedies hereunder except in each case pursuant to a transaction permitted by, and Liens permitted under, the Credit Agreement; 

(e) each Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner
hereby done or contemplated and (ii) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all
Persons whomsoever; 
 (f) no consent or approval of any Governmental Authority or any securities exchange or any other
Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(g) by virtue of the execution and delivery by each Grantor of this Agreement, when any Pledged Securities are delivered to the
Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities under the New York
UCC to the extent such lien and security interest may be created and perfected under the New York UCC, subject only to Liens permitted under the Credit Agreement, as security for the payment and performance of the Obligations; and 

(h) subject to applicable local law in the case of any Pledged Collateral issued by any Foreign Subsidiary, the pledge effected
hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein. 

SECTION 3.04 Certification of Limited Liability
Company Interests and Limited Partnership Interests. To the extent any interest in any limited liability company or limited
partnership which is a Grantor or a Subsidiary of a Grantor organized under the laws of the United States or any jurisdiction thereof and that is controlled by any Grantor is represented by a certificate and is pledged hereunder, each such interest
shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. For the avoidance of doubt, no such limited liability company or limited partnership shall be required to
include in its operative documents or any such certificate any provision that any such interests shall be a “security” within the meaning of Article 8 of the New York UCC. 

SECTION 3.05 Registration in Nominee Name;
Denominations. The Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in
blank or in favor of the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, its own name as pledgee, the name of its nominee (as pledgee or as sub-agent). Each Grantor will
promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities in its capacity as the registered owner thereof. The Administrative Agent shall at all reasonable times have
the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. 

SECTION 3.06 Voting Rights; Dividends and
Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the Grantors written notice (which notice shall be
deemed to have been given immediately upon the occurrence of an Event of Default under clause (i) or (ii) of Section 8(f) of the Credit Agreement with respect to the applicable Grantor) that their rights under this
Section 3.06 are being suspended: 

  
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 (i) Each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such
rights and powers shall not be exercised in any manner that would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Administrative Agent or the
other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. 

(ii) The Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor,
all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph
(i) above. 
 (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and
other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance
with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or
Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not
be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent
in the same form as so received (with any necessary endorsement or instrument of assignment). This paragraph (iii) shall not apply to dividends between or among the Borrowers, the Guarantors and any Subsidiaries of a Borrower only of property
subject to a perfected security interest under this Agreement; provided that the Borrowers’ Agent notifies the Administrative Agent in writing, specifically referring to this Section 3.06 at the time of such
dividend and takes any actions the Administrative Agent specifies to ensure the continuance of its perfected security interest in such property under this Agreement. 

(b) Upon the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have notified
(or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, all rights of any Grantor to
dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received


  
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by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other
property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over
to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property
and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and the Borrowers’ Agent has delivered to the Administrative Agent certificates to that
effect, the Administrative Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph
(a)(iii) of this Section 3.06 and that remain in such account. 
 (c) Upon the occurrence and
during the continuance of an Event of Default, after the Administrative Agent shall have notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under
paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 3.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from
time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. 

(d) Any notice given by the Administrative Agent to the Grantors suspending their rights under paragraph (a) of this
Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under
paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to
give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 

(e) After all Events of Default have been cured and waived and the Borrowers’ Agent has delivered to the Administrative
Agent a certificate stating that no Event of Default has occurred and is continuing, each Grantor shall have the right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to
the terms of subparagraph (a)(i) above and the obligations of the Administrative Agent under subparagraph (a)(ii) shall be in effect. 

ARTICLE IV. 
 SECURITY
INTERESTS IN PERSONAL PROPERTY 
 SECTION 4.01 Security Interest. (a) As security for the
payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the
Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the
following assets 

  
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and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively,
the “Article 9 Collateral”): 
 (i) all Accounts; 

(ii) all Chattel Paper; 

(iii) all cash and Deposit Accounts; 

(iv) all Documents; 

(v) all Equipment; 

(vi) all General Intangibles; 

(vii) all Instruments; 

(viii) all Inventory; 

(ix) all Investment Property; 

(x) all Letter-of-Credit Rights; 

(xi) all Commercial Tort Claims set forth on the Perfection Certificate, as the same may be supplemented from time to time;

 (xii) all books and records pertaining to the Article 9 Collateral; and 

(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the foregoing. 
 (b) Notwithstanding anything herein to
the contrary, in no event shall the Pledged Collateral or Article 9 Collateral include, and no Grantor shall be deemed to have granted a security interest hereunder or under any other Loan Document in, (I) any General Intangible, Instrument,
license, property right, permit or any other contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the
abandonment, invalidation, voiding or unenforceability of any right, title or interest of the Grantor therein (including in any Trademark application filed on an intent to use basis until the filing and acceptance of a statement of use), (y) a
violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law,
regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument,
license, property right, permit or any other contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406,
9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however,
that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be 

  
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remedied and, to the extent severable, shall attach immediately to any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does
not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds of such General Intangible, Instrument, license, property rights, permit or any other contract or agreement;
(II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (III) the Equity Interests in any Unrestricted Subsidiary or any Foreign Subsidiary that is not a first tier Foreign Subsidiary, (IV) the Equity
Interests of any Foreign Subsidiary to the extent the grant of any security interest therein would require the approval of any Governmental Authority, (V) Equity Interests of any Person other than wholly-owned Subsidiaries of the Loan Parties
to the extent not permitted by the terms of such Person’s organizational documents or any joint venture agreement, shareholders agreement or equivalent document relating to such Person, (VI) any vehicle or other asset subject to
certificate of title, (VII) owned real property (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) and all leasehold interests (other than any such
owned real property and leasehold interests that are subject to or required to be subject to a Mortgage under the Credit Agreement), (VIII) any asset owned by any Grantor that is subject to a purchase money lien or a Capital Lease Obligation
permitted under the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than the Grantors as a
condition to the creation of any other security interest on such asset, (IX) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee similar shares, (X) any
assets (including Capital Stock) to the extent that such grant of a security interest is prohibited by any applicable law, treaty, rule or regulation, (XI) any Excluded Deposit Accounts, and (XII) any assets with respect to which the
Administrative Agent shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Secured Parties (collectively, “Excluded
Collateral”). 
 (c) Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and
from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral
as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment,
including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient
description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. 

Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof. 
 The Administrative Agent is further authorized to file with the
United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. 

  
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 (d) The Security Interest and the security interest granted pursuant to this
Article IV is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

 SECTION 4.02 Representations and Warranties. The Grantors jointly and severally
represent and warrant to the Administrative Agent and the Secured Parties that: 
 (a) Each Grantor has good and valid rights
in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, the
Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval
that has been obtained. 
 (b) The Perfection Certificate has been duly prepared, completed and executed and the information
set forth therein (including (x) the exact legal name of each Grantor and (y) the jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the Closing Date. Uniform Commercial Code financing
statements (including fixture filings and UCC-3 statements reflecting the assignment of the security interests from JPM to the Administrative Agent, as applicable) or other appropriate filings, recordings or
registrations containing a description of the Article 9 Collateral have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental,
municipal or other office specified in Section 9 of the Perfection Certificate (or specified by notice from any Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Sections
6.2(b) or 6.9 of the Credit Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office or the United States Copyright Office in order to perfect the
Security Interest in the Article 9 Collateral consisting of Intellectual Property) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative
Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof), and no
further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of renewals or continuation statements. Each
Grantor represents and warrants that, to the extent any of the Article 9 Collateral consists of United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United
States registered Copyrights, a fully executed agreement in the form hereof (or a fully executed short form agreement in form and substance reasonably satisfactory to the Administrative Agent), and containing a description of the applicable Article
9 Collateral, has been delivered to the Administrative Agent for recording by or with the United States Patent and Trademark Office or the United States Copyright Office pursuant to 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205
and the regulations thereunder, as applicable to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Article
9 Collateral consisting of such Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions,
and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of
Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof). 

  
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 (c) The Security Interest constitutes (i) a legal and valid security
interest in all Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the filing of Uniform Commercial Code financing statements as described in Section 4.02(b), a perfected
security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) pursuant to the
New York UCC and (iii) subject to the filing of any applicable security agreements with the United States Patent and Trademark Office or the United States Copyright Office as described in Section 4.02(b), a security
interest that shall be perfected in all Article 9 Collateral constituting United States Patents, United States registered Trademarks and United States registered Copyrights in which a security interest may be perfected upon the receipt and recording
of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly
permitted pursuant to Section 7.3 of the Credit Agreement. 
 (d) The Article 9 Collateral is owned by the Grantors free
and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.3 of the Credit Agreement. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial
Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent
and Trademark Office or the United States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument
covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens
expressly permitted pursuant to Section 7.3 of the Credit Agreement. 
 SECTION 4.03 Covenants. (a) Each Grantor
agrees to notify the Administrative Agent in writing within 30 days (or such longer period as the Administrative Agent may agree) after any change in (i) its legal name, (ii) its identity or type of organization, (iii) its Federal
Taxpayer Identification Number or organizational identification number (if any) or (iv) its jurisdiction of organization. Each Grantor agrees promptly to provide the Administrative Agent with certified organizational documents reflecting any of
the changes described in the first sentence of this paragraph. Each Grantor agrees promptly to notify the Administrative Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed. 

(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to
Section 6.1(a) of the Credit Agreement, the Borrowers’ Agent shall deliver to the Administrative Agent a certificate executed by a Responsible Officer certifying that all Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings recordings or registrations, including all refilings, recordings and registrations, containing a description of the Article 9 Collateral have been filed of record in each governmental, municipal
or other appropriate office in each jurisdiction identified in the Perfection Certificate or clause (a) of this Section 4.03 to the extent necessary to protect and perfect the Security Interest for a period of not less
than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period); provided such certification shall be made based on file-stamped copies of the


  
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Uniform Commercial Code financing statements prepared by the Administrative Agent in accordance with Section 4.02(b) and filed by the Administrative Agent in the jurisdiction of
organization of each Grantor and delivered to the Borrowers’ Agent. Each certificate delivered pursuant to this Section 4.03(b) shall identify in the format of Schedule III all United States issued, registered
or applied for Intellectual Property of any Grantor in existence on the date thereof and not then listed on such Schedules or previously so identified to the Administrative Agent, but only to the extent that such Intellectual Property would be
required to be identified on Schedule III if it were Intellectual Property of any Grantor on the Closing Date. 
 (c)
Subject to the rights of such Grantor under the Loan Documents to dispose of Article 9 Collateral, each Grantor shall, at its own expense, use commercially reasonable efforts to defend title to the Article 9 Collateral against all Persons and to
defend the Security Interest of the Administrative Agent, for the ratable benefit of the Secured Parties, in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.3 of the Credit
Agreement. 
 (d) Each Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly
filed in any relevant jurisdiction of the United States all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, obtain, preserve, protect and perfect
the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any
financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith; provided, however, that (i) the Grantors shall not be required to take any action in any jurisdiction to
create any security interest in assets located or titled outside of the United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) the Grantors shall not be required to enter into any security
agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) except as provided in Section 6.9 or 6.13 of the Credit Agreement, the Grantors shall not be required to enter
into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents. 

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Administrative Agent, with prompt notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to identify specifically any asset or item of a Grantor that may, in the Administrative Agent’s judgment, constitute issued,
registered or applied for United States Copyrights, United States Patents or United States Trademarks; provided that any Grantor shall have the right, exercisable within 30 days after the MLP has been notified by the Administrative Agent of
the specific identification of such Collateral, to advise the Administrative Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will
use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified
by the Administrative Agent of the specific identification of such Collateral. 
 (e) At its option, the Administrative Agent
may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.10 or 7.3 of the Credit Agreement, and
may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each 

  
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Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing
authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any
covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. The Administrative Agent will give
notice to the MLP of any exercise of the Administrative Agent’s rights or powers pursuant to this paragraph (e); provided that any failure to give or delay in giving such notice shall not operate as a waiver of, or preclude any other or
further exercise of, such rights or powers or the exercise of any other right or power pursuant to this Agreement. 
 (f)
Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, and each Grantor jointly and severally
agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any and all liability for such performance. 

(g) No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall
grant any other Lien in respect of the Article 9 Collateral or permit any notice to be filed under the Assignment of Claims Act, except, in each case, as permitted by the Credit Agreement. No Grantor shall make or permit to be made any transfer of
the Article 9 Collateral and each Grantor shall remain at all times in possession or otherwise in control of the Article 9 Collateral owned by it, except as permitted by the Credit Agreement. 

(h) No Grantor will, without the Administrative Agent’s prior written consent, grant any extension of the time of payment
of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever
thereon, other than extensions, releases, credits, discounts, compromises, compoundings or settlements granted or made in the ordinary course of business. 

(i) Each Grantor, at its own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to
the Inventory and Equipment to the extent required by, and in accordance with the requirements set forth in, Section 6.5 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all
officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the
occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item
of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance
required hereby or under the Credit Agreement or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of
Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative
Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to 

  
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the Administrative Agent and shall be additional Obligations secured hereby. The MLP shall (i) use commercially reasonable efforts to ensure that each provider of any such insurance agree
that it will give the Administrative Agent at least 30 days’ prior written notice before any such policy shall be altered in any material respect or canceled and (ii) name the Administrative Agent as an additional insured or as a loss
payee, as applicable. It is understood and agreed that the insurance represented by the certificates delivered by any Borrower to the Administrative Agent on the Closing Date (and any subsequent certificates with substantially similar language) are
deemed to be in compliance with the requirements of clause (ii) of the preceding sentence. 
 (j) Each Grantor shall
maintain, in form and manner reasonably satisfactory to the Administrative Agent, records of its Chattel Paper, if any, and its books, records and documents evidencing or pertaining thereto. 

SECTION 4.04 Other Actions. In order to further ensure the attachment, perfection and priority of, and the
ability of the Administrative Agent to enforce, for the ratable benefit of the Secured Parties, the Security Interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions
with respect to the following Article 9 Collateral: 
 (a) Instruments. If any Grantor shall at any time hold
or acquire any Instruments subject to the Security Interest having a principal amount of $1,000,000 or more, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such undated instruments of
endorsement, transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify. 

(b) [Reserved]. 

(c) Investment Property. To the extent required by Article III, if any Grantor shall at any
time hold or acquire any certificated securities subject to the Security Interest and required to be included in the Pledged Collateral, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by
such undated instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such
Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s reasonable request and option, pursuant to an agreement in form and substance
reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or
(ii) arrange for the Administrative Agent to become the registered owner of the securities. 
 (d)
Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000, the Grantor shall promptly notify the Administrative
Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Administrative Agent, for the ratable benefit of the Secured Parties, in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent. Each such writing delivered pursuant to this Section 4.04(d) shall be deemed to be a
supplement to Schedule 7 of the Perfection Certificate and shall disclose all such Commercial Tort Claims in existence on the date thereof and not then listed on such Schedule or previously so identified to the Administrative Agent. 

  
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 SECTION 4.05 Covenants Regarding
Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act, or omit to do any act, (and will exercise
commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees
that it shall continue to mark any products covered by a Patent that is material to the conduct of such Grantor’s business with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable
patent laws. 
 (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees and
sublicensees to, (i) for each Trademark material to the conduct of such Grantor’s business, (A) maintain such Trademark in full force free from any claim of abandonment or invalidity for
non-use, (B) maintain the quality of products and services offered under such Trademark, and (C) display such Trademark with notice of Federal or foreign registration to the extent necessary and
sufficient to establish and preserve its maximum rights as required under applicable law; and (ii) for each Trademark included in the Collateral, not knowingly use or knowingly permit the use of any such Trademark in violation of any third
party rights. 
 (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or
sublicensees to, for each work covered by a Copyright material to the conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notices as required to establish and preserve its maximum rights under
applicable copyright laws. 
 (d) Each Grantor shall notify the Administrative Agent promptly if it knows or has reason to
know that any Patent, Trademark or Copyright material to the conduct of its business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any
such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or
Copyright material to the conduct of its business, its right to register the same, or its right to keep and maintain the same. 

(e) Each Grantor shall (i) inform the Administrative Agent on an annual basis of each application filed by itself, or
through any agent, employee, licensee, sublicensee or designee, for any material Patent, or for the registration of any material Trademark or Copyright with the United States Patent and Trademark Office, United States Copyright Office or any office
or agency in any political subdivision of the United States or in any other country or any political subdivision thereof during the preceding Fiscal Year, and (ii) execute and deliver any and all agreements, instruments, documents and papers as
the Administrative Agent may otherwise reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property and each Grantor hereby appoints the Administrative Agent as its attorney in fact to execute and
file such writing for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable. 

(f) Each Grantor shall take all necessary steps, as determined in its reasonable business judgment, and that are consistent
with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision
thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights included in the Collateral (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of
the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for 

  
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renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation
proceedings against third parties. 
 (g) In the event that any Grantor knows or has reason to believe that any Article 9
Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third Person, such Grantor promptly shall notify the
Administrative Agent and shall, if the Grantor deems it necessary in its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or
dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral. 
 (h)
Upon the occurrence and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License, and each
other material License, under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to the Administrative Agent, for the ratable benefit of the Secured Parties, or its designee.

 ARTICLE V. 

REMEDIES 
 SECTION 5.01
Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and
it is agreed that the Administrative Agent shall have the right to take any or all of the following actions at the same or different times: (a) to the extent permitted under applicable law, with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantor to the Administrative Agent, or to license or sublicense, whether
general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation
of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) to the extent permitted under applicable law, with or without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise
any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the
mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the
Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are
purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by
law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 

  
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 The Administrative Agent shall give each applicable Grantor 10 days’ written notice (which
each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made
and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the
Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole
and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The
Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made
at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid
by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, subject to Section 10.1 of the Credit Agreement, any Secured Party may bid for or purchase, free (to the
extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part
thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative
Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have
entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at
law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its
equivalent in other jurisdictions. 
 SECTION 5.02 Application of Proceeds. The
Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows: 

FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other
Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Loan Document; 

  
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 SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be
distributed between or among the Administrative Agent, any Issuing Lender and any Swingline Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); 

THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in
accordance with the amounts of the Obligations owed to them on the date of any such distribution); and 
 FOURTH, to the Grantors, their
successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Administrative Agent shall have absolute
discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 

SECTION 5.03 Grant of License to Use
Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise
such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Article 9
Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or
stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the
continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent
cure of an Event of Default. 
 SECTION 5.04 Securities Act, Etc. In
view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of
the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose
of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor
recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged


  
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Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and
limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed
under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any
part of the Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply
notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells. 

ARTICLE VI. 
 INDEMNITY,
SUBROGATION AND SUBORDINATION 
 SECTION 6.01 Indemnity and Subrogation. In
addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), each Borrower agrees that (a) in the event a payment shall be made by any
Guarantor under this Agreement, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such
payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, such Borrower shall indemnify such Guarantor in an
amount equal to the greater of the book value or the fair market value of the assets so sold. 
 SECTION 6.02 Contribution
and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any
other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming
Guarantor”) shall not have been fully indemnified by a Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of
such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof
and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed
and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under
Section 6.01 to the extent of such payment. 
 SECTION 6.03 Subordination. (a) Notwithstanding
any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to
the indefeasible payment in full in cash of the Obligations. No failure on the part of any Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or
otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder. 

  
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 (b) Each Borrower and each Guarantor hereby agree that all Indebtedness owed by
it to any Restricted Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations to the extent required under the Credit Agreement. 

ARTICLE VII. 

MISCELLANEOUS 
 SECTION
7.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.2 of the Credit Agreement. All communications and notices hereunder to
any Subsidiary Guarantor shall be given to it in care of the Borrowers’ Agent as provided in Section 10.2 of the Credit Agreement. 

SECTION 7.02 Security Interest Absolute. All rights of the Administrative Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, (c) any exchange,
release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or
(d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement, other than payment in full of all the Obligations (other than Obligations under
or in respect of Specified Swap Agreements, Specified Cash Management Agreements, unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made, and other contingent
obligations that survive the repayment of the Loans). 
 SECTION 7.03 Survival of
Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement
or any other Loan Document shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, and shall continue in full force and effect as long as (i) the principal of or any
accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or the aggregate L/C Exposure does not equal zero (other than with respect to any outstanding Letters of Credit that have been cash
collateralized or back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender), or the Commitments have not expired or terminated, or (ii) any amounts then payable or due (including any
amounts that become due at the time of giving effect to any termination of this Agreement and of the guarantees, Security Interest, pledge of Pledged Collateral and all other security interests made or granted hereby) under any Specified Swap
Agreement is unpaid. 
 SECTION 7.04 Binding Effect; Several
Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been
executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the 

  
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Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated or permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to
any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 

SECTION 7.05 Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party. All covenants, promises and agreements by or on behalf of any Grantor or the Administrative Agent that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 7.06 Administrative
Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall
be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.5 of the Credit Agreement. 

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally
agrees to indemnify the Administrative Agent and the other indemnitees against, and hold each indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”); provided, that no Grantor shall
have any obligation hereunder to any indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such indemnitee. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or
the use of proceeds thereof. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent or any other Secured Party. Any overdue amounts payable under this Section 7.06 shall bear interest at the rate specified in Section 2.14(c)(ii) of the Credit Agreement. 

SECTION 7.07 Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the
attorney-in-fact of such Grantor during the occurrence of an Event of Default for the purpose of carrying out the provisions of this Agreement and taking any action and
executing any instrument that the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. 

  
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Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of
substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to
any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes;
provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the
Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, other than to exercise
commercially reasonable care in the custody and preservation of any Collateral in its possession. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the
powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith.

 SECTION 7.08 Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.09
Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any Issuing Lender or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Administrative Agent, the Issuing Lenders and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or any Issuing Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or
further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any
consent required in accordance with Section 10.1 of the Credit Agreement. 

  
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 SECTION 7.10 WAIVER OF JURY
TRIAL. EACH PARTY HERETO (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE ADMINISTRATIVE AGENT) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 
 SECTION 7.11
Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions. 
 SECTION 7.12 Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in
Section 7.04. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 

SECTION 7.13 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 7.14 Jurisdiction; Consent to Service
of Process. (a) Each party to this Agreement hereby irrevocably and unconditionally: 

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any of the other Loan
Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York and the courts of the United States for the Southern District of New York, in each case
located in the Borough of Manhattan, and appellate courts from any thereof; 
 (ii) consents that any such action or
proceeding may be brought in such courts, and waives any objection that it may on the Closing Date or thereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same; 

  
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 (iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 10.2 of the Credit Agreement or at such other address of which
the Administrative Agent shall have been notified pursuant thereto; and 
 (iv) agrees that nothing herein shall affect the
right of the Administrative Agent or the Lenders to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

(b) Each of the parties hereto agrees that a final judgment in any such action or proceeding may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. 
 SECTION 7.15 Termination
or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall automatically terminate when
all the Obligations have been paid in full (other than Obligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements, unasserted indemnification, tax gross up, expense reimbursement or yield protection
obligations, in each case for which no claim has been made, and other contingent obligations that survive the repayment of the Loans), and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been
reduced to zero (or outstanding Letters of Credit have been cash collateralized or back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender) and the Issuing Lenders have no further
obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Subsidiary Guarantor shall automatically be
released from its obligations hereunder and the Security Interests created hereunder (and the security interest granted under Article III) in the Collateral of such Subsidiary Guarantor (and the Equity Interest of such Subsidiary Guarantor
pledged as Collateral by another Grantor) shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary. 

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person
that is not a Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby (or the security interest granted under Article III) in any Collateral pursuant to
Section 10.1 of the Credit Agreement, the Security Interest (and the security interest granted under Article III) in such Collateral shall be automatically released. 

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Administrative Agent
shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and other documents that such Grantor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty by the Administrative Agent or any Secured Party. Without limiting the provisions of
Section 7.06, the Borrowers shall reimburse the Administrative Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with
any action contemplated by this Section 7.15. 

  
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 SECTION 7.16 Additional Subsidiaries. Any Subsidiary that is
required to become a party hereto pursuant to Section 6.9 of the Credit Agreement shall enter into this Agreement as a Subsidiary Guarantor and a Grantor. Upon execution and delivery by the Administrative Agent and such Subsidiary of a
supplement in the form of Exhibit A hereto, such Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein.
The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new
Loan Party as a party to this Agreement. 
 SECTION 7.17 Right of Setoff. If an
Event of Default shall have occurred and is continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing by such Secured Party to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this
Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The
rights of each Secured Party under this Section 7.17 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have. Any Secured Party exercising its rights under this
Section shall give prompt notice thereof to the relevant Grantor, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this
Section 7.17. 
 SECTION 7.18 Amendment and Restatement
of Existing Guarantee and Collateral Agreement. The parties hereto each hereby agree that the Existing Guarantee and
Collateral Agreement automatically shall be deemed amended, superseded and restated in its entirety by this Agreement. All indebtedness, obligations, liabilities and liens created by the Existing Guarantee and Collateral Agreement shall continue
unimpaired and in full force and effect, as amended and restated in this Agreement. This Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Guarantee and Collateral Agreement, and this Agreement
evidences the obligations of the Grantors (as defined in the Existing Guarantee and Collateral Agreement) under the Existing Guarantee and Collateral Agreement as continued and amended and restated hereby. 

[Remainder of page intentionally left blank] 

  
 29 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	SunCoke Energy Partners GP LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President & Chief Financial Officer
	
	HAVERHILL COKE COMPANY LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President & Chief Financial Officer
	
	MIDDLETOWN COKE COMPANY, LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President & Chief Financial Officer
	
	HAVERHILL COGENERATION COMPANY LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President & Chief Financial Officer
	
	MIDDLETOWN COGENERATION COMPANY LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President & Chief Financial Officer



  
 [SIGNATURE
PAGE TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] 








 
			
	SUNCOKE LAKE TERMINAL LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	SUNCOKE LOGISTICS LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	MARIGOLD DOCK, INC.
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	CEREDO LIQUID TERMINAL, LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	KANAWHA RIVER TERMINALS, LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	GATEWAY ENERGY & COKE COMPANY, LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	GATEWAY COGENERATION COMPANY LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President



  
 [SIGNATURE
PAGE TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] 








 
			
	SUNCOKE ENERGY PARTNERS FINANCE CORP.
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	RAVEN ENERGY LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	JACOB MATERIALS HANDLING LLC
		
	By:	 	  

	Name:	 	Fay West
	Title:	 	Senior Vice President
	
	FF FARM HOLDINGS LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [SIGNATURE
PAGE TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] 








 
			
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent,



 
			
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [SIGNATURE
PAGE TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] 








 SCHEDULE I 

TO THE Amended and Restated 

GUARANTEE AND COLLATERAL AGREEMENT 

SUBSIDIARY GUARANTORS* 
  

	1.	Haverhill Coke Company LLC (Delaware) 

  

	2.	Middletown Coke Company, LLC (Delaware) 

  

	3.	Haverhill Cogeneration Company LLC (Delaware) 

  

	4.	Middletown Cogeneration Company LLC (Delaware) 

  

	5.	SunCoke Energy Partners Finance Corp. (Delaware) 

  

	6.	SunCoke Logistics LLC (Delaware) 

  

	7.	SunCoke Lake Terminal LLC (Delaware) 

  

	8.	Kanawha River Terminals, LLC (Delaware) 

  

	9.	Ceredo Liquid Terminal, LLC (Delaware) 

  

	10.	Marigold Dock, Inc. (Delaware) 

  

	11.	Gateway Energy & Coke Company, LLC (Delaware) 

  

	12.	Gateway Cogeneration Company LLC (Delaware) 

  

	13.	Raven Energy LLC (Delaware) 

  

	14.	Jacob Materials Handling LLC (Delaware) 

  

	15.	FF Farm Holdings LLC (Delaware) 

  

	*	Jurisdiction of formation identified in parentheses following the name of each Grantor. 









 SCHEDULE II 

TO THE Amended and Restated 

GUARANTEE AND COLLATERAL AGREEMENT 
  

 PLEDGED EQUITY INTERESTS 

 

											
	 Issuer
	  	 Registered

Owner
	  	Percentage of
Equity Interest
Owned	 	 	Percentage
of Owned
Equity
Interests
Pledged	 
	 Ceredo Liquid Terminal, LLC
	  	Kanawha River Terminals, LLC	  	 	100	% 	 	 	100	% 
	 FF Farm Holdings LLC
	  	Haverhill Coke Company LLC	  	 	100	% 	 	 	100	% 
	 Gateway Cogeneration Company LLC
	  	Gateway Energy & Coke Company, LLC	  	 	100	% 	 	 	100	% 
	 Gateway Energy & Coke Company, LLC
	  	SunCoke Energy Partners, L.P.	  	 	98	% 	 	 	100	% 
	 Haverhill Cogeneration Company LLC
	  	Haverhill Coke Company LLC	  	 	100	% 	 	 	100	% 
	 Haverhill Coke Company LLC
	  	SunCoke Energy Partners, L.P.	  	 	98	% 	 	 	100	% 
	 Jacob Materials Handling LLC
	  	Raven Energy LLC	  	 	100	% 	 	 	100	% 
	 Kanawha River Terminals, LLC
	  	SunCoke Logistics LLC	  	 	100	% 	 	 	100	% 
	 Marigold Dock, Inc.
	  	Kanawha River Terminals, LLC	  	 	100	% 	 	 	100	% 
	 Middletown Cogeneration Company LLC
	  	Middletown Coke Company, LLC	  	 	100	% 	 	 	100	% 
	 Middletown Coke Company, LLC
	  	SunCoke Energy Partners, L.P.	  	 	98	% 	 	 	100	% 
	 Raven Energy LLC
	  	SunCoke Energy Partners, L.P.	  	 	100	% 	 	 	100	% 
	 SunCoke Energy Partners Finance Corp.
	  	SunCoke Energy Partners, L.P.	  	 	100	% 	 	 	100	% 
	 SunCoke Lake Terminal LLC
	  	SunCoke Logistics LLC	  	 	100	% 	 	 	100	% 
	 SunCoke Logistics LLC
	  	SunCoke Energy Partners, L.P.	  	 	100	% 	 	 	100	% 

 PLEDGED DEBT SECURITIES 
  

											
	 Issuer
	  	 Payable to:
	  	Principal Amount	 	  	Date of Loan	  	Maturity Date
	 Gateway Cogeneration Company LLC
	  	 Gateway Energy & Coke Company, LLC
	  	$	45,000,000	 	  	2/2/2015	  	2/2/2025
	 Haverhill Coke Company LLC and Middletown Coke Company, LLC
	  	 Gateway Cogeneration Company LLC
	  	$	30,000,000	 	  	9/8/2015	  	12/31/2020
	 SunCoke Energy Partners, L.P.
	  	 Gateway Cogeneration Company LLC
	  	$	30,000,000	 	  	10/16/2015	  	12/31/2020









 SCHEDULE III 

TO THE AMENDED AND RESTATED 

GUARANTEE AND COLLATERAL AGREEMENT 
  

 INTELLECTUAL PROPERTY 

PART A. U.S. COPYRIGHTS OWNED BY GRANTORS 

A-1. U.S. COPYRIGHT REGISTRATIONS 

None 
 A-2. PENDING U.S. COPYRIGHT APPLICATIONS FOR REGISTRATION 

None 
 PART B. U.S. PATENTS
OWNED BY GRANTORS 
 B-1. U.S. PATENTS 

None 
 B-2. U.S. PATENT APPLICATIONS 
 None 

PART C. U.S. TRADEMARKS OWNED BY GRANTORS 

C-1. U.S. TRADEMARK REGISTRATIONS 

None 
 C-2. U.S. TRADEMARK APPLICATIONS 
 None 







 EXHIBIT A 

TO THE AMENDED AND RESTATED 

GUARANTEE AND COLLATERAL AGREEMENT 

SUPPLEMENT NO. [ ☐ ] (this “Supplement”) dated as of [ ● ], 20[ ● ] to
the Amended and Restated Guarantee and Collateral Agreement dated as of May 24, 2017 (the “Guarantee and Collateral Agreement”), among SunCoke Energy Partners, L.P. (the
“MLP”) and each direct or indirect subsidiary of the MLP listed as a “Borrower” on the signature pages thereto, as Borrowers (collectively, the “Borrowers”), SunCoke Energy Partners Finance
Corp., Jacob Materials Handling LLC, FF Farm Holdings LLC and each other direct or indirect subsidiary of the MLP listed as a “Subsidiary Guarantor” on the signature pages thereto (the “Subsidiary
Guarantors” and, together with the Borrowers, the “Original Grantors”) and BANK OF AMERICA, N.A. (together with its affiliates, “Bank of
America”), as Administrative Agent (as defined therein). 
 Reference is made to the Amended and Restated Credit
Agreement dated as of May 24, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the lenders from time to time party thereto (the
“Lenders”) and Bank of America, as Administrative Agent. 
 Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. 

The Original Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing
Lenders to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by
execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement
to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Lenders to issue additional Letters of Credit and as consideration for Loans
previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a
Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does
hereby create and grant to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and
interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed
to include the New Subsidiary. The Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 

2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 








 Exhibit A 

TO THE AMENDED AND RESTATED 

GUARANTEE AND COLLATERAL AGREEMENT 
  

 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement. 
 4. The New Subsidiary hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property
consisting of United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights now owned by the New Subsidiary and (b) set forth
under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization. 
 5. Except as
expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect. 
 6. THIS SUPPLEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 7. In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

8. All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and Collateral Agreement) be in
writing and given as provided in Section 10.2 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers’ Agent as provided in Section 10.2 of the Credit
Agreement. 
 9. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








 IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Supplement to the Amended and Restated Guarantee and Collateral Agreement as of the day and year first above written. 
  

					
	[NAME OF NEW SUBSIDIARY],
			
		 	By:	 	
		 	  

		 	Name:	 	
		 	Title:	 	
			
		 	Address:	 	
		 	Legal Name:
		 	Jurisdiction of Formation:
	
	BANK OF AMERICA, N.A., as
	 Administrative Agent,

			
		 	By:	 	
		
		 	  

		 	Name:	 	
		 	Title:	 	



  
 [SIGNATURE
PAGE TO SUPPLEMENT TO THE AMENDED AND RESTATED GUARANTEE AND COLLATERAL
AGREEMENT] 








 Schedule I to 

Supplement No. [●] to the 

Amended and Restated 
 Guarantee and
Collateral Agreement 
 COLLATERAL OF THE NEW SUBSIDIARY

 PLEDGED EQUITY INTERESTS 
  

																	
	 Issuer
	  	Registered
Owner	 	  	Number of
Certificate	 	  	Number and
Class of
Equity Interest	 	  	Percentage
of Equity
Interests	 
		  				  				  				  			

 PLEDGED DEBT SECURITIES 

 

							
	 Issuer
	  	Principal Amount	  	Date of Note	  	Maturity Date
		  		  		  	


  
 [Follow format of
Schedule III to the Amended and Restated Guarantee and Collateral Agreement] 








 EXHIBIT B 

TO THE AMENDED AND RESTATED 

GUARANTEE AND COLLATERAL AGREEMENT 

FORM OF PERFECTION CERTIFICATE 

[To be provided under separate cover] 

  
 A-2 








 EXHIBIT B 

FORM OF 
 COMPLIANCE
CERTIFICATE 
 [Date] 

This Compliance Certificate is delivered pursuant to Section 6.2(b) of that certain Amended and Restated Credit Agreement, dated as of
May 24, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SunCoke Energy Partners, L.P. (the “MLP”), each direct or indirect
subsidiary of the MLP named as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned [Chief Financial Officer] of the General Partner hereby certifies in [his/her] capacity as an officer of the General
Partner and not individually as follows 
 1. I am the duly elected, qualified and acting [Chief Financial Officer][specify
other Responsible Officer] of the General Partner. 
 2. I have reviewed and am familiar with the contents of this
Compliance Certificate. 
 3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made or caused to be made
under my supervision, a review in reasonable detail of the transactions and condition of each Group Member during the [Fiscal Year][Fiscal Quarter] for which the financial statements, attached hereto as Attachment 1, are
being delivered pursuant to Section 6.1 of the Credit Agreement (the “Financial Statements”). Such review did not disclose during or at the end of the accounting period covered by the Financial Statements, and I have obtained
no knowledge of the existence, as of the date of this Compliance Certificate, of any Default or Event of Default[, except as set forth below]. 

4. To the best of my knowledge, each Loan Party during the [Fiscal Year][Fiscal Quarter] for which the Financial Statements are being
delivered has observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it. 

5. Attached hereto as Attachment 2 are the computations showing compliance with the financial covenants set forth in
Section 7.1 of the Credit Agreement as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be. 
 6. [Attached hereto
as Attachment 3 is a description of any change in the jurisdiction of organization of any Loan Party and a description of any Person that has become a Group Member, in each case since the [date of the most recent report
delivered pursuant to Section 6.2(b) of the Credit Agreement] [Closing Date].]1 

7. [The Financial Statements are fairly stated in all material respects (subject to normal year-end
audit adjustments and the absence of footnotes).]2 
  

	1 	Applicable with annual financial statements only. 


	2 	Applicable to quarterly financial statements only. 


  
 B-1 








 IN WITNESS WHEREOF, I have executed this Compliance Certificate as of the date first set forth
above. 
  

	
	
	   

	Name:
	Title:



  
 B-2 








 Attachment 1 

to Compliance Certificate 

[Attach Financial Statements] 

  
 B-3 








 Attachment 2 

to Compliance Certificate 
 The
information described herein pertains to the period from             , 20     to             ,
20    . 
 [Set forth Covenant Calculations] 

  
 B-4 








 Attachment 3 

to Compliance Certificate 
 [Set
forth description of any change in the jurisdiction of organization of any Loan Party and description of any Person that has become a Group Member] 

  
 B-5 








 EXHIBIT C 

[                    ]1 
 CLOSING CERTIFICATE 

May 24, 2017 

Pursuant to Section 5.1(d) of that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (the “Credit
Agreement”; terms defined therein being used herein as therein defined), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a Borrower thereunder, as Borrowers, the
Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent, the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF LOAN PARTY] (the “Company”) hereby certifies in [his/her] capacity as an
officer of the Company and not individually as follows: 
 1. Attached hereto as Annex 1 is a true, correct and
complete copy of the by-laws and the certificate of incorporation, or similar charter document, certified by the relevant authority of the jurisdiction of organization (each an “Organizational
Document”) of the Company as presently in effect. Each such Organizational Document is in full force and effect on this date and has not been amended, modified, or repealed, and no proceedings for amendment, modification or rescission
thereof are pending or, to my knowledge, contemplated, and no amendment or other document relating to or affecting such Organizational Document has been filed with the relevant authority of the jurisdiction of organization as of the date hereof and
no action has been taken by the Company, its stockholders, the Board of Directors of the [Company] [General Partner] (the “Board”) or officers of the Company in contemplation of the filing of any such amendment or other document in
contemplation of the liquidation or dissolution of the Company. 
 2. Attached hereto as Annex 2 is a true,
correct and complete copy of resolutions (the “Resolutions”) duly adopted by the Board of the Company, approving and authorizing the execution, delivery and performance of the Credit Agreement and the other Loan Documents to which
the Company is a party or by which it or its assets may be bound and the consummation of the transactions contemplated thereby and therein. The Resolutions have not been amended, modified or rescinded and are in full force and effect on the date
hereof, and no other resolutions or action by the Board of the Company have been adopted relating to the authorization, execution, delivery or performance of the Credit Agreement and the other Loan Documents and the consummation of the transactions
contemplated thereby and therein. 
 3. The persons listed on Annex 3 attached hereto are now duly elected and
qualified officers of the Company holding the offices indicated next to their respective names and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party and to act on the
Company’s behalf in connection with the Loan Documents. 
 4. Attached hereto as Annex 4 is a true, correct
and complete certificate as to the good standing of the Company from its jurisdiction of organization. 
  

	1 	Insert name of Loan Party. 


  
 C-1 








 5. All governmental and third party approvals necessary in connection with the Transactions, the
continuing operations of the Group Members and the transactions contemplated by the Credit Agreement have been obtained and are in full force and effect, and all applicable waiting periods have expired without any action being taken or threatened by
any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing contemplated by the Credit Agreement. 

6. No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the extensions of credit
requested to be made on the date hereof. 
 7. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents is true and correct in all material respects on and as of the date hereof (except to the extent (i) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties
shall be true and correct in all material respects on and as of such specific date and (ii) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all
respects). 
 [signature page follows] 

  
 C-2 








 IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] name as of the date first written
above. 
  

			
	  

	Name:	 	[    ]
	Title:	 	Secretary


 I, [    ], the duly elected and qualified officer of the Company, holding the titles
listed in Annex 3, do hereby certify on behalf of the Company that [    ] is the duly elected and qualified Secretary of the Company and the signature above is such officer’s true and genuine signature. 

IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] name as of the date first written above. 

 

			
	  

	Name:	 	[    ]
	Title:	 	[    ]



  
 C-3 








 ANNEX 1 

[Organizational Documents] 

  
 C-4 








 ANNEX 2 

[Resolutions] 

  
 C-5 








 ANNEX 3 
  

					
	 Name
	  	 Office
	 	 Signature

			
	 [    ]
	  	[    ]	 	  

			
	 [    ]
	  	[    ]	 	  



  
 C-6 








 ANNEX 4 

[Good Standing Certificate] 

  
 C-7 








 EXHIBIT D 

FORM OF 
 MORTGAGE

 [see attached] 

  
 D-1 








  

(ABOVE LINE FOR RECORDER’S USE ONLY) 

FIRST AMENDED AND RESTATED 

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY 

AGREEMENT AND FINANCING STATEMENT 

From 
  

 
 To 

BANK OF AMERICA, N.A. 
 Dated:
                    , 20     

Premises:                      

 

                     County,
                     
 After Recording Return to: 

                          
               

                          
               

                          
               
 Attn:
                                

 
  







 THIS FIRST AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of             , 20     (this “Mortgage”), by             , a
            , having an office at 1011 Warrenville Road, Suite 600, Lisle, IL 60532 (the “Mortgagor”), to BANK OF AMERICA, N.A., having an office at Mail Code: TX1-492-14-11, 901 Main Street, Dallas, TX 75202-3714 (the “Mortgagee”), as Administrative Agent for the Secured
Parties (as such terms are defined below). 
 RECITALS: 

WHEREAS, reference is made to (a) that certain Credit Agreement dated as of January 24, 2013 (as amended, restated, supplemented or
otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among SunCoke Energy Partners, L.P., a Delaware limited partnership (the “MLP”), Mortgagor, Middletown Coke Company, LLC,
Haverhill Cogeneration Company LLC, Middletown Cogeneration Company LLC, and certain other subsidiaries of the MLP from time to time party thereto, as joint and several Borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank,
N.A. (“JPMorgan”), as administrative agent, (b) that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the MLP, Haverhill Coke Company, Middletown Coke Company, LLC, Haverhill Cogeneration Company LLC, Middletown Cogeneration Company LLC, SunCoke Lake Terminal LLC, SunCoke Logistics LLC, Marigold Dock, Inc., Ceredo Liquid
Terminal, LLC, Kanawha River Terminals, LLC, Gateway Energy & Coke Company, LLC, Gateway Cogeneration Company LLC, and certain other subsidiaries of the MLP from time to time party thereto, as joint and several borrowers (collectively, the
“Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Mortgagee, as successor administrative agent (the “Administrative Agent”), which Credit Agreement amended, restated and
replaced the Existing Credit Agreement, (c) that certain Guarantee and Collateral Agreement dated as of January 24, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing
Guarantee and Collateral Agreement”), among the Borrowers from time to time party thereto, the Subsidiary Guarantors from time to time party thereto and JPMorgan, as administrative agent, and (d) that certain Amended and Restated
Guarantee and Collateral Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among the Borrowers, the Subsidiary Guarantors from time to
time party thereto and Mortgagee, as successor Administrative Agent, which Guarantee and Collateral Agreement amended, restated and replaced the Existing Guarantee and Collateral Agreement. Capitalized terms used but not otherwise defined herein
have the meanings given to them in the Credit Agreement and the Guarantee and Collateral Agreement, as applicable. 
 WHEREAS, the Mortgagor
(a) is a Borrower under the Existing Credit Agreement and shall remain a Borrower under the Credit Agreement, (b) is a Subsidiary of the MLP and (c) will be substantially benefited by the execution, delivery and effectiveness of the
Credit Agreement. 
 WHEREAS, Mortgagor has previously executed that certain Open-End Mortgage,
Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, dated as of January 24, 2013, in favor of JPMorgan, as administrative agent, recorded on
            at Official Record Book         , Page         of the real property records of
            County,             (as otherwise amended, restated, supplemented or modified prior to the date hereof, the
“Original Mortgage”). 
 WHEREAS, JPMorgan has assigned all of its right, title and interest in and to the Original
Mortgage to Mortgagee pursuant to that certain Assignment of Mortgage, dated as of the date hereof and recorded on May     , 2017 at Official Record Book             ,
Page         of the real property records of             County,             . 







 WHEREAS, Mortgagor is required by the Credit Agreement to execute and deliver this Mortgage as
continuing security for the Obligations (as defined herein) to account for the execution and delivery of the Credit Agreement and address applicable changes to the Original Mortgage necessitated by the effectiveness of the Credit Agreement, which
the Mortgagor is willing to do in consideration of the agreement of the Lenders to enter into the Credit Agreement and in consideration of the agreement of the Lenders to make the Loans and other financial accommodations available to the Borrowers
pursuant to the terms of the Credit Agreement. 
 WHEREAS, Mortgagor and Administrative Agent now desire to amend and restate the terms of
the Original Mortgage, and have agreed to amend and restate the Original Mortgage, as hereby amended, in its entirety. 
 WITNESSETH THAT:

 Pursuant to the Credit Agreement, (a) the Lenders have agreed to make Loans (including Revolving Loans and Swing line Loans) to the
Borrowers and (b) the Issuing Lender has issued or agreed to issue from time to time Letters of Credit for the account of the Borrowers, in each case pursuant to, upon the terms of and subject to the conditions specified in the Credit
Agreement. Subject to the terms of the Credit Agreement, the Borrowers may borrow, prepay and re-borrow Revolving Loans, and the Loans are subject to increase in an aggregate amount not to exceed $200,000,000,
as more fully described in Section 2.24 of the Credit Agreement. 
 Mortgagor is a wholly owned Subsidiary of the MLP and will derive
substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of Credit by the Issuing Lender. In order to induce the Lenders to make Loans and the Issuing Lender to issue Letters of Credit, the Mortgagor has agreed
to guarantee, among other things, the due and punctual payment and performance of all of the obligations of the other Borrowers under the Credit Agreement pursuant to the terms of the Guarantee and Collateral Agreement. 

The obligations of the Lenders to make Loans are conditioned upon, among other things, the execution and delivery by the Mortgagor of this
Mortgage in the form hereof to secure the Obligations, subject to all applicable grace, notice and cure periods under the Loan Documents. 

As used in this Mortgage, the term “Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent,
(c) any Issuing Lender, (d) each counterparty to any Specified Swap Agreement with the MLP or any Restricted Subsidiary, to the extent obligations in respect thereof constitute Obligations, (e) each banking institution party to a
Specified Cash Management Agreement with the MLP or a Restricted Subsidiary, to the extent obligations in respect thereof constitute Obligations, (f) only for purposes of realization on the Collateral, the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing. 

Pursuant to the requirements of the Credit Agreement, the Mortgagor is granting this Mortgage to create a lien on and a security interest in
the Mortgaged Property (as hereinafter defined) to secure the performance and payment by the Mortgagor and the other Borrowers of the Obligations. The Credit Agreement also requires the granting by other Borrowers of mortgages, deeds of trust and/or
deeds to secure debt (the “Other Mortgages”) that create liens on and security interests in certain real and personal property other than the Mortgaged Property to secure the performance of the Obligations. 

  
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 Granting Clauses 

NOW, THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and punctual payment and performance of the Obligations
(which, for the avoidance of doubt, shall include all obligations under the Guarantee and Collateral Agreement) for the benefit of the Secured Parties, Mortgagor hereby grants, conveys, mortgages, assigns and pledges to the Mortgagee, a mortgage
lien on and a security interest in, all of Mortgagor’s right, title and interest in and to all of the following described property (the “Mortgaged Property”) whether now owned or held or hereafter acquired: 

(1) the land more particularly described on Exhibit A hereto (the “Land”), together with all of the
following (and with respect to land as to which Mortgagor has surface rights only, only to the extent Mortgagor has such rights, if any): all rights appurtenant thereto, including the easements over certain other adjoining land granted by any
easement agreements, covenant or restrictive agreements and all air rights, mineral rights and oil and gas rights (to the extent (if any) that Mortgagor has the right to mortgage the same), water rights, and development rights, if any, relating
thereto, and also together with all of the other easements, rights, privileges, interests, hereditaments and appurtenances thereunto belonging or in any way appertaining and all of the estate, right, title, interest, claim or demand whatsoever of
Mortgagor therein and in the streets and ways adjacent thereto, either in law or in equity, in possession or expectancy, now or hereafter acquired (the “Premises”); 

(2) all buildings, improvements, structures, paving, parking areas, walkways and landscaping now or hereafter erected or
located upon the Land, and all fixtures of every kind and type affixed to the Premises or attached to or forming part of any structures, buildings or improvements and replacements thereof now or hereafter erected or located upon the Land (the
“Improvements”); 
 (3) all apparatus, movable appliances, building materials, equipment, fittings,
furnishings, furniture, machinery and other articles of tangible personal property of every kind and nature, and replacements thereof; now or at any time hereafter placed upon or used in any way in connection with the use, enjoyment, occupancy or
operation of the Improvements or the Premises, including all of Mortgagor’s books and records relating thereto and including all pumps, tanks, goods, machinery, tools, equipment, lifts (including fire sprinklers and alarm systems, fire
prevention or control systems, cleaning rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, loading, unloading, lighting, power, sanitation, waste removal, entertainment, communications, computers, recreational,
window or structural, maintenance, truck or car repair and all other equipment of every kind), restaurant, bar and all other indoor or outdoor furniture (including tables, chairs, booths, serving stands, planters, desks, sofas, racks, shelves,
lockers and cabinets); bar equipment, glasses, cutlery, uniforms, linens, memorabilia and other decorative items, furnishings, appliances, supplies, inventory, rugs, carpets and other floor coverings, draperies, drapery rods and brackets, awnings,
venetian blinds, partitions, chandeliers and other lighting fixtures, freezers, refrigerators, walk-in coolers, signs (indoor and outdoor), computer systems, cash registers and inventory control systems, and
all other apparatus, equipment, furniture, furnishings, and articles used in connection with the use or operation of the Improvements or the Premises, all only to the extent that Mortgagor has the right to mortgage the same, it being understood that
the enumeration of any specific articles of property shall in no way result in or be held to exclude any items of property not specifically mentioned (the property referred to in this subparagraph (3), the “Personal Property”);


  
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 (4) all general intangibles owned by Mortgagor and relating to design,
development, operation, management and use of the Premises or the Improvements, all certificates of occupancy, zoning variances, building, use or other permits, approvals, authorizations and consents obtained from and all materials prepared for
filing or filed with any governmental agency in connection with the development, use, operation or management of the Premises and Improvements, all construction, service, engineering, consulting, leasing, architectural and other similar contracts
concerning the design, construction, management, operation, occupancy and/or use of the Premises and Improvements, all architectural drawings, plans, specifications, soil tests, feasibility studies, appraisals, environmental studies, engineering
reports and similar materials relating to any portion of or all of the Premises and Improvements, and all payment and performance bonds or warranties or guarantees relating to the Premises or the Improvements, all to the extent assignable (the
“Permits, Plans and Warranties”); 
 (5) all now or hereafter existing leases or licenses (under which
Mortgagor is landlord or licensor), concession, management, mineral or other agreements of a similar kind that permit the use or occupancy of the Premises or the Improvements for any purpose in return for any payment, or the extraction or taking of
any gas, oil, water or other minerals from the Premises in return for payment of any fee, rent or royalty (collectively, “Leases”), and all agreements or contracts for the sale or other disposition of all or any part of the Premises
or the Improvements, now or hereafter entered into by Mortgagor, together with all charges, fees, income, issues, profits, receipts, rents, revenues or royalties payable thereunder (“Rents”); 

(6) all real estate tax refunds and all proceeds of the conversion, voluntary or involuntary, of any of the Mortgaged Property
into cash or liquidated claims (“Proceeds”), including Proceeds of insurance maintained by the Mortgagor and condemnation awards, any awards that may become due by reason of the taking by eminent domain or any transfer in lieu
thereof of the whole or any part of the Premises or Improvements or any rights appurtenant thereto, and any awards for change of grade of streets, together with any and all moneys now or hereafter on deposit for the payment of real estate taxes,
assessments or common area charges levied against the Mortgaged Property, unearned premiums on policies of fire and other insurance maintained by the Mortgagor covering any interest in the Mortgaged Property or required by the Credit Agreement; and

 (7) all extensions, improvements, betterments, renewals, substitutes and replacements of and all additions and
appurtenances to, the Land, the Premises, the Improvements, the Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired by or released to the Mortgagor or constructed, assembled or placed by the Mortgagor on the
Land, the Premises or the Improvements, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any
further mortgage, deed of trust, conveyance, assignment or other act by the 

  
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Mortgagor, all of which shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by the Mortgagor and specifically described
herein. 
 TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, for the ratable benefit of the Secured
Parties, forever, subject only to Permitted Liens (as defined in the Credit Agreement) and all Liens permitted under Section 7.3 of the Credit Agreement, and to satisfaction and release as provided in Section 3.06. Notwithstanding anything
contained herein to the contrary, the Mortgaged Property shall not include any Excluded Collateral. 
 ARTICLE I. 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF MORTGAGOR 

Mortgagor agrees, covenants, represents and/or warrants as follows: 

SECTION 1.01. Title, Mortgage Lien. (a) Mortgagor has fee simple
title to the Land and Improvements (except as to such of the Land as to which Mortgagor has surface rights only), subject only to Permitted Liens and all Liens permitted under Section 7.3 of the Credit Agreement, and except as provided in
Section 4.8 of the Credit Agreement. 
 (a) This Mortgage and the Uniform Commercial Code Financing Statements described
in Section 1.09 of this Mortgage, when duly recorded in the public records identified in the Perfection Certificate will create a valid, perfected and enforceable lien upon and security interest in all of the Mortgaged Property. 

(b) Mortgagor will forever warrant and defend its title to the Mortgaged Property, the rights of Mortgagee therein under this
Mortgage and the validity and priority of the lien of this Mortgage thereon against the claims of all persons and parties except those having rights under Permitted Liens and all Liens permitted under Section 7.3 of the Credit Agreement, to the
extent of those rights. 
 SECTION 1.02. Credit Agreement. This Mortgage is given pursuant
to the Credit Agreement. Mortgagor expressly covenants and agrees to pay when due, and to timely perform, and to cause the other Loan Parties to pay when due, and to timely perform, the Obligations in accordance with the terms of the Loan Documents.
In the event of any inconsistency, conflict or ambiguity between this Mortgage and the Credit Agreement, the Credit Agreement shall govern in all respects. 

SECTION 1.03. Payment of Taxes, and
Other Obligations. (b) Mortgagor will pay and discharge from time to time prior to the time when the same shall become delinquent, and before any interest or penalty accrues thereon or attaches thereto,
all Taxes and other obligations with respect to the Mortgaged Property or any part thereof or upon the Rents from the Mortgaged Property or arising in respect of the occupancy, use or possession thereof in accordance with, and to the extent required
by, the Credit Agreement, including without limitation all provisions with respect to the contest or protest of such Taxes. 

(a) In the event of the passage of any state, Federal, municipal or other governmental law, order, rule or regulation
subsequent to the date hereof (i) deducting from the value of real property for the purpose of taxation any lien or encumbrance thereon or in any manner changing or modifying the laws now in force governing the taxation of this Mortgage or
debts secured by 

  
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mortgages or deeds of trust (other than laws governing income, franchise and similar taxes generally) or the manner of collecting taxes thereon and (ii) imposing a tax to be paid by
Mortgagee, either directly or indirectly, on this Mortgage or any of the Loan Documents, or requiring an amount of taxes to be withheld or deducted therefrom, Mortgagor will promptly (x) upon learning thereof, notify Mortgagee of such event,
(y) enter into such further instruments as Mortgagee may determine are reasonably necessary or desirable to obligate Mortgagor to make any additional payments necessary to put the Lenders and Secured Parties in the same financial position they
would have been if such law, order, rule or regulation had not been passed and (z) in accordance with, and to the extent required by, the Credit Agreement, make such additional payments to Mortgagee for the benefit of the Lenders and Secured
Parties. 
 SECTION 1.04. Maintenance of Mortgaged
Property. Mortgagor will maintain the Improvements and the Personal Property in the manner required by the Credit Agreement. 

SECTION 1.05. Insurance. Mortgagor will keep or cause to be kept the Improvements and Personal Property insured
against such risks, and in the manner, described in Section 6.5 of the Credit Agreement and shall purchase such additional insurance as may be required from time to time pursuant thereto. Federal Emergency Management Agency Standard Flood
Hazard Determination Forms will be purchased by Mortgagor for each Mortgaged Property on which Improvements are located. If any portion of Improvements constituting part of the Mortgaged Property is located in an area identified as a special flood
hazard area by Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood insurance on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, as amended from time to time, or
as otherwise required by Mortgagee to comply with applicable law or the requirements of its regulators. 
 SECTION 1.06.
Casualty Condemnation/Eminent Domain. Mortgagor shall give Mortgagee reasonably prompt written notice of any casualty or other damage to the Mortgaged Property or any proceeding for the taking
of the Mortgaged Property or any portion thereof or interest therein under power of eminent domain or by condemnation or any similar proceeding. Any Net Cash Proceeds received by or on behalf of the Mortgagor in respect of any such casualty, damage
or taking shall be applied in accordance with Section 2.11 of the Credit Agreement. 
 SECTION 1.07.
Assignment of Leases and Rents. (c) Mortgagor hereby irrevocably and absolutely grants, transfers and assigns to the Mortgagee all of its right
title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will
not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. 
 (a)
All Leases hereafter entered into by Mortgagor shall be subordinate to the lien of this Mortgage. Unless otherwise permitted under the Credit Agreement, Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into,
modified or amended, will not be subordinate to the lien of this Mortgage. 
 (b) Subject to Section 1.07(d), Mortgagor
has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment
establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.07(d), Mortgagee may in Mortgagor’s name and
stead (with or without first taking possession of any of the Mortgaged Property personally or by receiver as provided herein) 

  
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operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its
sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. 

(c) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights
under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter
upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if
any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to
Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no right or claim against any such tenant or successor in
interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay
Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given
by Mortgagee to such tenant or any of its successors in interest. For the avoidance of doubt, upon the cessation of any Event of Default, Mortgagor’s rights to receive and collect all Rents shall automatically be reinstated without any further
act or instrument by or from Mortgagee. 
 (d) Mortgagee will not become a mortgagee in possession so long as it does not
enter or take actual possession of the Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or
defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any other act or omission by any other person. 

SECTION 1.08. Restrictions on Transfers and
Encumbrances. Unless otherwise permitted or not prohibited by the Credit Agreement, Mortgagor shall not directly or indirectly sell, convey, alienate, assign, lease, sublease, license, mortgage, pledge, encumber or otherwise
transfer, create, consent to or suffer the creation of any lien, charge or other form of encumbrance upon any interest in or any part of the Mortgaged Property, or be divested of its title to the Mortgaged Property or any interest therein in any
manner or way, whether voluntarily or involuntarily (other than resulting from a condemnation), or engage in any common, cooperative, joint, time-sharing or other congregate ownership of all or part thereof, except in each case in accordance with
and to the extent permitted or not prohibited by the Credit Agreement. If any of the foregoing transfers or encumbrances results in a mandatory prepayment required by Section 2.11(b) of the Credit Agreement, any Net Cash Proceeds received by or on
behalf of the Mortgagor in respect thereof shall be applied in accordance with Section 2.11 of the Credit Agreement. 
 SECTION
1.09. Security Agreement. This Mortgage is both a mortgage of real property and a grant of a security interest in personal property, and shall constitute and serve as a “Security Agreement” within
the meaning of the uniform commercial code as adopted in the state wherein the Premises are located (“UCC”). Mortgagor has hereby granted unto Mortgagee a security interest in and to all the Mortgaged Property described in this
Mortgage that is not real property, and simultaneously 

  
 8 








 
with the recording of this Mortgage, Mortgagor has filed or will file UCC financing statements, and will file continuation statements prior to the lapse thereof, at the appropriate offices in the
jurisdiction of formation of the Mortgagor to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property. Mortgagor hereby appoints Mortgagee as its true and lawful
attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate
offices (to the extent it may lawfully do so), and to perform each and every act and thing reasonably requisite and necessary to be done to perfect the security interest contemplated by the preceding sentence. Mortgagee shall have all rights with
respect to the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded Mortgagee hereunder and under the Guarantee and Collateral Agreement.

 SECTION 1.10. Filing and Recording. Mortgagor will cause this
Mortgage, the UCC financing statements referred to in Section 1.09, any other security instrument creating a security interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation statement and instrument of
further assurance to be filed, registered or recorded and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the
lien hereof upon, and the security interest of Mortgagee in, the Mortgaged Property until this Mortgage is terminated and released in full in accordance with Section 3.06 hereof. Mortgagor will pay all filing, registration and recording
fees, all Federal, state, county and municipal recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution,
delivery and recording of this Mortgage, UCC continuation statements any mortgage supplemental hereto, any security instrument with respect to the Personal Property, Permits, Plans and Warranties and Proceeds or any instrument of further assurance.
This Mortgage is also a fixture financing statement. 
 SECTION 1.11. Further Assurances.
Within a reasonable time after demand by Mortgagee, Mortgagor will, at the cost of Mortgagor and without expense to Mortgagee, do, execute, acknowledge and deliver all such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, transfers and assurances as Mortgagee shall from time to time reasonably require for the better assuring, conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby conveyed or assigned or intended
now or hereafter so to be, in accordance with and subject to the provisions of this Mortgage, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee pursuant to the Credit Agreement, or for carrying out the
intention or facilitating the performance of the terms of this Mortgage consistent with the terms of the Credit Agreement, or for filing, registering or recording this Mortgage. 

SECTION 1.12. Additions to Mortgaged Property.
Except with respect to leased property, all right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutions and replacements of, and all additions and appurtenances to, the Mortgaged Property
hereafter acquired by or released to Mortgagor constructed, assembled or placed by Mortgagor upon the Premises or the Improvements, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction,
assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the lien and security interest of this Mortgage as fully and
completely and with the same effect as though now owned by Mortgagor and specifically described in the grant of the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further
assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the lien and security interest of this Mortgage, subject in each case to all Permitted
Liens and all Liens permitted under Section 7.3 of the Credit Agreement. 

  
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 SECTION 1.13. No Claims
Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or
other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in
such fashion as would permit the making of any claim against Mortgagee in respect thereof. 
 SECTION 1.14.
Fixture Filing. (d) Certain portions of the Mortgaged Property are or will become “fixtures” (as that term is defined in the UCC) on the Land, and this Mortgage, upon being filed for record in the
real estate records of the county wherein such fixtures are situated, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of said UCC upon such portions of the Mortgaged Property that
are or become fixtures. 
 (a) The real property to which the fixtures relate is described in Exhibit A attached hereto.
The record owner of the real property described in Exhibit A attached hereto is Mortgagor. The name, type of organization and jurisdiction of organization of the debtor for purposes of this financing statement are the name, type of organization
and jurisdiction of organization of the Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for purposes of this financing statement is the name of the Mortgagee set forth in the first paragraph of this
Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagee/secured party from which information concerning the security interest
hereunder may be obtained is the address of the Mortgagee set forth in the first paragraph of this Mortgage. Mortgagor’s organizational identification number is
                    . 
 ARTICLE II.

 DEFAULTS AND REMEDIES 

SECTION 2.01. Events of Default. Any Event of Default under the Credit
Agreement (as such term is defined therein) shall constitute an Event of Default under this Mortgage. 
 SECTION 2.02.
Demand for Payment. If an Event of Default shall occur and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due hereunder and the costs and
expenses of collection, including reasonable attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be entitled and empowered to institute an action or proceedings at law or in equity for the collection of the
sums so due and unpaid, to prosecute any such action or proceedings to judgment or final decree, to enforce any such judgment or final decree against Mortgagor and to collect, in any manner provided by law, all moneys adjudged or decreed to be
payable. 
 SECTION 2.03. Rights To Take
Possession, Operate and Apply Revenues. (e) If an Event of Default shall occur and be continuing, subject to the provisions of applicable law,
Mortgagee may seek a judgment or decree conferring upon Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of the Mortgaged Property to Mortgagee. Mortgagor will pay to Mortgagee, upon demand, all
reasonable expenses of obtaining such judgment or decree, including reasonable compensation to Mortgagee’s attorneys and agents with interest thereon at the rate per annum applicable to overdue Reimbursement Amounts under the Credit Agreement
as provided in Section 2.14(c) of the Credit Agreement (the “Interest Rate”); and all such expenses and compensation shall, until paid, be secured by this Mortgage. 

  
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 (a) Upon every such entry or taking of possession, Mortgagee may, to the extent
not prohibited by and subject to all applicable law, hold, store, use, operate, manage and control the Mortgaged Property, conduct the business thereof and, from time to time, in the exercise of its commercially reasonable judgment, (i) make
all necessary and proper maintenance and repairs thereto and thereon for the reasonable preservation of Mortgagee’s security, (ii) insure or keep the Mortgaged Property insured, (iii) manage and operate the Mortgaged Property and
exercise all the rights and powers of Mortgagor to the same extent as Mortgagor could in its own name or otherwise with respect to the same, or (iv) enter into any and all agreements with respect to the exercise by others of any of the powers
herein granted Mortgagee, all as may from time to time be directed or determined by Mortgagee to be in the best interest of the Mortgaged Property and Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to perform any of the foregoing acts. Mortgagee may collect and receive all the Rents, issues, profits
and revenues from the Mortgaged Property, including those past due as well as those accruing thereafter, and, after deducting (A) all reasonable expenses of taking, holding, managing and operating the Mortgaged Property (including reasonable
compensation for the services of all persons employed for such purposes), (B) the costs of all such permitted maintenance and repairs, (C) the costs of such insurance, (D) such taxes, assessments and other similar charges to the
extent the same are due and payable, (E) other proper reasonable charges upon the Mortgaged Property or any part thereof which are reasonably incurred in the ordinary course and which are not otherwise limited or restricted herein, and
(F) the reasonable compensation, expenses and disbursements of the attorneys and agents of Mortgagee to the extent related to the foregoing, Mortgagee shall apply the remainder of the moneys and proceeds so received first to the payment of the
Mortgagee for the satisfaction of the Obligations, and second, if there is any surplus, to Mortgagor, subject to the entitlement of others thereto under applicable law. 

(b) Whenever, before any sale of the Mortgaged Property under Section 2.06, all Obligations that are then due shall have
been paid and all Events of Default fully cured (to the extent any such non-monetary Obligations and Events of Default are capable of being cured), Mortgagee will surrender possession of the Mortgaged Property
back to Mortgagor, its successors or assigns. The same right of taking possession shall, however, arise again if any subsequent Event of Default shall occur and be continuing. 

SECTION 2.04. Right To Cure Mortgagor’s
Failure to Perform. Should Mortgagor fail in the payment, performance or observance of any term, covenant or condition required by this Mortgage or the Credit Agreement (with respect to the
Mortgaged Property), beyond any applicable grace, notice or cure period, Mortgagee may pay, perform or observe the same, and all payments reasonably made or costs or expenses reasonably incurred by Mortgagee in connection therewith shall be secured
hereby and shall be payable upon demand to Mortgagee with interest thereon at the Interest Rate upon submission of an invoice therefor. Mortgagee shall be the judge, using commercially reasonable discretion in good faith, of the necessity for any
such actions and of the amounts to be paid. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or the Improvements or any part thereof (such persons to present proof of authorization upon request) during normal
business hours upon reasonable prior notice to Mortgagor for the purpose of performing or observing any such defaulted term, covenant or condition, without having any obligation to so perform or observe and without thereby becoming liable to
Mortgagor, to any person in possession holding under Mortgagor or to any other person, for failure to perform or observe, but without any release of liability for any acts actually performed or observed. 

  
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 SECTION 2.05. Right to a
Receiver. If an Event of Default shall occur and be continuing, Mortgagee, upon application to a court of competent jurisdiction, shall be entitled to seek the appointment of a receiver to take possession of and to operate the
Mortgaged Property and to collect and apply the Rents. The receiver shall have all of the rights and powers permitted under the laws of the state wherein the Mortgaged Property is located consistent with the terms and provisions of this Mortgage.
Mortgagor shall pay to Mortgagee upon demand all reasonable expenses, including reasonable receiver’s fees, reasonable attorney’s fees and disbursements, costs and agent’s compensation incurred pursuant to the provisions of this
Section 2.05; and all such expenses shall be secured by this Mortgage and shall be payable upon demand to Mortgagee with interest thereon at the Interest Rate upon submission of an invoice therefor. 

SECTION 2.06. Foreclosure and Sale. (g) Subject to applicable law,
if an Event of Default shall occur and be continuing, Mortgagee may elect to sell the Mortgaged Property or any part of the Mortgaged Property by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this
Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the
Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem
expedient, and in such order as it may determine, at public auction to the highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property may postpone any foreclosure or other sale of all or any portion
of the Mortgaged Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed
to sell the Mortgaged Property may make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at
such sale. 
 (a) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Liens, and, after deducting all
costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.08. 

(b) Any foreclosure or other sale of less than the whole of the Mortgaged Property or any defective or irregular sale made
hereunder shall not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Obligations have been satisfied, or the entirety of the Mortgaged Property has been sold. 

(c) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in addition to, exercising the rights
described in Section 2.06(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to specifically enforce
payment of some or all of the Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, or (ii) to pursue any other remedy available to Mortgagee, all as
Mortgagee shall determine most effectual for such purposes. 

  
 12 








 SECTION 2.07. Other Remedies. (g) In case
an Event of Default shall occur and be continuing, Mortgagee may also exercise, to the extent not prohibited by law, any or all of the remedies available to a secured party under the UCC. 

(a) In connection with a sale of the Mortgaged Property or any Personal Property and the application of the proceeds of sale as
provided in Section 2.08, Mortgagee shall be entitled to enforce payment of and to receive up to the principal amount of the Obligations, plus all other charges, payments and costs due under this Mortgage, and to recover a deficiency judgment
for any portion of the aggregate principal amount of the Obligations remaining unpaid, with interest. 
 SECTION 2.08.
Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall
receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: 

FIRST, to the payment of all reasonable
out-of-pocket costs and expenses incurred by the Mortgagee in connection with such collection, sale, foreclosure or realization or otherwise in connection with this
Mortgage, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any other Loan Document on
behalf of the Mortgagor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any
other Loan Document; 
 SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be
distributed between or among the Administrative Agent and any Issuing Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); 

THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro
rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); 
 FOURTH, to the
Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 Upon any sale of all or any of the
Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of all or any of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for
the misapplication thereof. 
 SECTION 2.09. Mortgagor as Tenant
Holding Over. If Mortgagor remains in possession of any of the Mortgaged Property after any foreclosure sale by Mortgagee, at Mortgagee’s election Mortgagor shall be deemed a tenant holding over and shall
forthwith surrender possession to the purchaser or purchasers at such sale or be summarily dispossessed or evicted according to provisions of law applicable to tenants holding over. 

SECTION 2.10. Waiver of Appraisement, Valuation,
Stay, Extension and Redemption Laws. Mortgagor waives, to the extent not prohibited by law, (i) the benefit of all laws now existing or that
hereafter may be enacted (x) providing for any appraisement or valuation of any portion of the Mortgaged Property and/or (y) in any way extending the time for the enforcement or the collection of amounts due under any of the Obligations or
creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due to Mortgagee, (ii) any right to at any time insist 

  
 13 








 
upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any homestead exemption, stay, statute of limitations, extension or redemption, or sale of
the Mortgaged Property as separate tracts, units or estates or as a single parcel in the event of foreclosure or notice of deficiency, and (iii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature
or declare due the whole of or each of the Obligations and marshaling in the event of foreclosure of this Mortgage. 
 SECTION
2.11. Discontinuance of Proceedings. In case Mortgagee shall proceed to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings
shall be discontinued or abandoned for any reason, or shall be determined adversely to Mortgagee, then and in every such case Mortgagor and Mortgagee shall be restored to their former positions and rights hereunder, and all rights, powers and
remedies of Mortgagee shall continue as if no such proceeding had been taken. 
 SECTION 2.12. Suits
To Protect the Mortgaged Property. Mortgagee shall have power in its reasonable discretion (a) to institute and maintain suits and proceedings
to prevent any impairment of the Mortgaged Property by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or protect its interest in the Mortgaged Property and in the Rents arising therefrom and (c) to restrain
the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of or compliance with such enactment, rule or order would impair the security
or be prejudicial to the interest of Mortgagee hereunder. 
 SECTION 2.13. Filing Proofs
of Claim. In case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Mortgagor, Mortgagee shall, to the extent permitted by law, be
entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee allowed in such proceedings for the Obligations secured by this Mortgage at the date of the institution of such
proceedings and for any interest accrued, late charges and additional interest or other amounts due or that may become due and payable hereunder after such date. 

SECTION 2.14. Possession by Mortgagee. Notwithstanding the appointment
of any receiver, liquidator or trustee of Mortgagor, any of its property or the Mortgaged Property, Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and control of all parts of the Mortgaged Property now or
hereafter granted under this Mortgage to Mortgagee in accordance with the terms hereof and applicable law. 
 SECTION 2.15.
Waiver. (i) No delay or failure by Mortgagee to exercise any right, power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such right, power or remedy or be construed to be a waiver of any such
breach or Event of Default or acquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may be exercised from time to time and as often as may be deemed expedient by Mortgagee. No consent or waiver by Mortgagee to
or of any breach or Event of Default by Mortgagor in the performance of the Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or Event of Default in the performance of the same or of any other Obligations
by Mortgagor hereunder. No failure on the part of Mortgagee to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall constitute a waiver by Mortgagee of its rights hereunder
or impair any rights, powers or remedies consequent on any future Event of Default by Mortgagor. 
 (a) Even if Mortgagee
(i) grants some forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security for the payment of any sums secured hereby, (iii) waives or does not exercise some right granted
herein or under the 

  
 14 








 
Loan Documents, (iv) releases a part of the Mortgaged Property from this Mortgage, (v) agrees to change some of the terms, covenants, conditions or agreements of any of the Loan
Documents, (vi) consents to the filing of a map, plat or replat affecting the Premises, (vii) consents to the granting of an easement or other right affecting the Premises or (viii) makes or consents to an agreement subordinating
Mortgagee’s lien on the Mortgaged Property hereunder; no such act or omission shall preclude Mortgagee from exercising any other right, power or privilege herein granted or intended to be granted in the event of any breach or Event of Default
then made or of any subsequent default not inconsistent with such other waivers, grants or other actions; nor, except as otherwise expressly provided in an instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the event of the
sale or transfer by operation of law or otherwise of all or part of the Mortgaged Property, Mortgagee is hereby authorized and empowered to deal with any vendee or transferee with reference to the Mortgaged Property secured hereby, or with reference
to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings. 

SECTION 2.16. Waiver of Trial by
Jury. To the fullest extent permitted by applicable law, Mortgagor and Mortgagee each hereby irrevocably and unconditionally waive trial by jury in any action, claim, suit or proceeding relating to this Mortgage and for any
counterclaim brought therein. Mortgagor hereby waives all rights to interpose any counterclaim in any suit brought by Mortgagee hereunder and all rights to have any such suit consolidated with any separate suit, action or proceeding. 

SECTION 2.17. Remedies Cumulative. No right, power or remedy conferred upon or reserved to
Mortgagee by this Mortgage is intended to be exclusive of any other right, power or remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power and remedy given hereunder or
now or hereafter existing at law or in equity or by statute. 
 ARTICLE III. 

MISCELLANEOUS 

SECTION 3.01. [Add State-Specific Inserts]. 

SECTION 3.02. Mechanics Lien Matters. [Include if required under
applicable State Law]. 
 SECTION 3.03. Partial Invalidity. In the event any one or more of
the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall, at the option of Mortgagee, not affect any other provision of this
Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein. 

SECTION 3.04. Notices. All notices and communications hereunder shall be in writing and given to Mortgagor in
accordance with the terms of the Credit Agreement at the address set forth on the first page of this Mortgage and to the Mortgagee as provided in the Credit Agreement. 

SECTION 3.05. Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the Improvements and shall apply to, bind and inure to, the benefit of the permitted successors and assigns of Mortgagor and the successors and assigns of Mortgagee. 

  
 15 








 SECTION 3.06. Satisfaction and
Cancellation. (j) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall be null and void when (i) all the Obligations (other than contingent indemnification
obligations for which no claim has been made) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero (or the only outstanding Letters of
Credit have become subject to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Lender) and the Issuing Lenders have no further obligations to issue Letters of Credit under the Credit Agreement and (ii) no payment
of any amounts outstanding and due under any Hedging Agreement is, or after giving effect to such satisfaction and cancellation of this Mortgage and of the security created and consummated hereby would be, then due and payable. 

(a) Upon a sale or financing by Mortgagor of all or any portion of the Mortgaged Property that is permitted by the Credit
Agreement and the application of the Net Cash Proceeds of such sale or financing in accordance with the terms of the Credit Agreement, or to the extent any release is authorized in accordance with, and under the circumstances set forth in, Section
10.14(a) of the Credit Agreement, the lien of this Mortgage shall be released from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property
prior to the closing of such sale or financing. 
 (b) In connection with any termination or release pursuant to
paragraph (a), the Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall execute any documents reasonably requested by
Mortgagor to accomplish the foregoing or to accomplish any release contemplated by this Section 3.06 and Mortgagor will pay all costs and expenses, including reasonable attorneys’ fees, disbursements and other charges, incurred by
Mortgagee in connection with the preparation and execution of such documents. 
 SECTION 3.07. Definitions. As
used in this Mortgage, the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (a) “including” shall mean “including but not limited to”;
(b) “provisions” shall mean “provisions, terms, covenants and/or conditions”; (c) “lien” shall mean “lien, charge, encumbrance, security interest, mortgage or deed of trust”;
(d) “obligation” shall mean “obligation, duty, covenant and/or condition”; and (e) “any of the Mortgaged Property” shall mean “the Mortgaged Property or any part thereof or interest therein”. Any act
that Mortgagee is permitted to perform hereunder may be performed at any time and from time to time by Mortgagee or any person or entity designated by Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited to all lessees of
any of the Mortgaged Property. Each appointment of Mortgagee as attorney-in-fact for Mortgagor under the Mortgage is irrevocable, with power of substitution and coupled
with an interest. Subject to the applicable provisions hereof, Mortgagee has the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction, in its sole discretion, whenever such consent, approval, acceptance or
satisfaction is required hereunder. 
 SECTION 3.08. Multisite Real
Estate Transaction. Mortgagor acknowledges that this Mortgage is one of a number of Other Mortgages and other Security Documents that secure the Obligations. Mortgagor agrees that the lien of this Mortgage
shall be absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of Mortgagee, and without limiting the generality of the foregoing, the lien hereof shall not be impaired by any acceptance
by the Mortgagee of any security for or guarantees of any of the Obligations hereby secured, or by any failure, neglect or omission on the part of Mortgagee to realize upon or protect any Obligation or indebtedness hereby secured or any collateral
security therefor including the Other Mortgages and other Security Documents. The lien hereof shall not in any manner be impaired or affected by any release 

  
 16 








 
(except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any of the Obligations
secured or of any of the collateral security therefor, including the Other Mortgages and other Security Documents or of any guarantee thereof, and Mortgagee may at its discretion foreclose, exercise any power of sale, or exercise any other remedy
available to it under any or all of the Other Mortgages and other Security Documents without first exercising or enforcing any of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any or all of the Other
Mortgages and other Security Documents shall not in any manner impair the indebtedness hereby secured or the lien of this Mortgage and any exercise of the rights or remedies of Mortgagee hereunder shall not impair the lien of any of the Other
Mortgages and other Security Documents or any of Mortgagee’s rights and remedies thereunder. Mortgagor specifically consents and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages and other
Security Documents separately or concurrently and in any order that it may deem appropriate and waives any rights of subrogation. 

SECTION 3.09. No Oral Modification. This Mortgage may not be changed or
terminated orally. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate Mortgage, lien or encumbrance. 

SECTION 3.10. Reaffirmation; No Impairment; No
Novation. Mortgagor hereby unconditionally ratifies and confirms, renews and reaffirms to Mortgagee all of its obligations under the Existing Credit Agreement, the Original Mortgage, the Existing Guarantee and Collateral Agreement
and other Loan Documents, and Mortgagor acknowledges and agrees that such obligations remain in full force and effect except as expressly modified by the Credit Agreement, the Guarantee and Collateral Agreement and this Mortgage, without impairment.
This Mortgage, the Guarantee and Collateral Agreement, the Credit Agreement and any instruments evidencing any indebtedness thereof are not, and shall not be construed as, a substitution or novation of the indebtedness evidenced by the Original
Credit Agreement, which shall remain in full force and effect. Nothing in this Mortgage shall impair the lien of the Original Mortgage, which shall remain one mortgage, creating and continuing a first priority lien on and security interest in the
Mortgaged Property. 
 ARTICLE IV. 

PARTICULAR PROVISIONS 

This Mortgage is subject to the following provisions relating to the particular laws of the state wherein the Premises are located: 

SECTION 4.01. Applicable Law; Certain Particular
Provisions. This Mortgage shall be governed by and construed in accordance with the internal law of the state of
                     (without regard to principles of conflict of law) with respect to matters involving the creation, interpretation and enforcement
hereof, except that Mortgagor expressly acknowledges and agrees that by their terms, the Credit Agreement and other Loan Documents (aside from those Other Mortgages to be recorded outside New York) shall be governed by the internal law of the State
of New York, without regard to principles of conflict of law. Mortgagor and Mortgagee agree to submit to jurisdiction and the laying of venue for any suit on this Mortgage in the state where the Mortgaged Property is located. 

[Remainder of page intentionally left blank] 

  
 17 








 IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to Mortgagee by Mortgagor
on the date of the acknowledgment attached hereto. 
  

					
	  
	 	,
	a	 	  
	 	


  

							
	By:	 	  

		 	Name:	 	  
	 	
		 	Title:	 	  
	 	


 [ADD STATE-SPECIFIC NOTARY PAGE] 







 EXHIBIT A 

TO MORTGAGE 







 EXHIBIT E 

FORM OF 
 ASSIGNMENT AND
ASSUMPTION 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named
as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 The Assignor identified on Schedule l hereto
(the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows: 
 1.
The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined
below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1
hereto. 
 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such
adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, any of their respective Affiliates or any other obligor or the performance or observance by any
Borrower, any of their respective Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. 

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that
it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to
take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the
terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender including its obligations pursuant to Section 2.19 of the Credit Agreement. 

  
 E-1 








 4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment
described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent
pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative
Agent). 
 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective
Date. 
 6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and
Assumption, relinquish its rights and be released from its obligations under the Credit Agreement. 
 7. This Assignment and Assumption
shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 
 IN WITNESS WHEREOF, the
parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto. 

  
 E-2 








 SCHEDULE 1 

TO ASSIGNMENT AND ASSUMPTION 
  

					
	Name of Assignor:	 	  
	  	
			
	Name of Assignee:	 	  
	  	

  

					
	Effective Date of Assignment:	 	  
	  	

  

									
	 Credit Facility Assigned
	  	Principal Amount of
Commitment/Loans
Assigned	 	  	Commitment/Loan
Percentage Assigned	 
		  	$	     	 	  	 	            .                	% 

  

									
	[Name of Assignee]	 		 	[Name of Assignor]
					
	By:	 	  
	 		 	By:	 	  

		 	Name:	 		 		 	Name:
		 	Title:	 		 		 	Title:


  
 E-3 









											
	 Accepted for Recordation in the Register:
  

BANK OF AMERICA, N.A.,
 as Administrative Agent
	  		  	 Required Consents (if any):
  

SUNCOKE ENERGY PARTNERS, L.P.,
 as Borrowers’ Agent1

				
	By:	  	  
	  		  	By: SunCoke Energy Partners GP LLC
		  	 Name:
 Title:
	  		  	  
 By:
	  	  
  

		  	  		  		  	Name:	  	
		  		  		  		  	Title:	  	
				
		  		  		  	BANK OF AMERICA, N.A., as
Administrative Agent
					
		  		  		  	By:	  	  

		  		  		  		  	Name:	  	
		  		  		  		  	Title:	  	

  

	1 	Borrowers’ Agent’s signature not required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Person.



  
 E-4 








 Exhibit F-1 

FORM OF 
 U.S. TAX
CERTIFICATE 
 [DATE] 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a Borrower
thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement. 
 The undersigned certifies that (a) it is the sole record and
beneficial owner of the Loans, (b) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of
the Code and (d) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. 
 The
undersigned has furnished the Administrative Agent and the Borrowers’ Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers’ Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers’ Agent and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

 

					
	[NAME OF LENDER],
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	For any Person requiring a second signature block:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Address:



  
 F-1-1 








 EXHIBIT F-2 

FORM OF 
 U.S. TAX
CERTIFICATE 
 [DATE] 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a Borrower
thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement. 
 The undersigned hereby certifies that (i) it is the sole
record owner of the Loans in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loans, (iii) with respect to the extension of credit pursuant to the Credit
Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has
furnished the Administrative Agent and the Borrowers’ Agent with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest
exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers’ Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers’ Agent and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

 

					
	[NAME OF LENDER],
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	For any Person requiring a second signature block:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Address:



  
 F-2-1 








 EXHIBIT G 

FORM OF 
 INCREASED
FACILITY ACTIVATION NOTICE 
  

	To:	Bank of America, N.A. 

 as Administrative Agent under the Credit Agreement referred to below

 Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a
Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement. 
 This notice is an Increased Facility Activation Notice
referred to in the Credit Agreement, and the Borrowers’ Agent and each of the Lenders signatory hereto (the “Incremental Lenders”) hereby notify you that: 

1. The [increased amount of the] [Revolving Commitments][Incremental Term Loans] implemented by this Increased Facility Activation Notice (the
“Increased Facility Amount”) is $[            ]. 
 2. The
Increased Facility Amount of each Incremental Lender is set forth opposite such Incremental Lender’s name on the signature pages hereof. 

3. The Increased Facility Closing Date is [            ]
[    ], 20[    ]. 
 4. [With respect to the Incremental Term Loans implemented by this Increased
Facility Activation Notice: 
 a. the Incremental Term Maturity Date is
[            ] [    ], 20[    ]; 
 b.
the amortization schedule is set forth in Annex A attached hereto; and 
 c. the Applicable Margin shall be
[            ].]1 
 5.
Upon the effectiveness of each Incremental Term Loan or the increase in Revolving Commitment, as applicable, contemplated hereby, (1) no Default or Event of Default shall have occurred and be continuing or shall result from the increase in the
Increased Facility Amount contemplated hereby; (2) on a Pro Forma Basis after giving effect to the incurrence of the Incremental Term Loans or the increased Revolving Commitments, as applicable, contemplated hereby (assuming in the case of an
increase in the Revolving Commitments the full drawing thereunder and, without duplication, after giving effect to (x) the borrowing of any Revolving Loans under such increased Revolving Commitments, (y) other permitted pro forma
adjustment events and (z) any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with such borrowing), the MLP is in compliance with the financial covenants in
Section 7.1 of the Credit Agreement; and (5) upon the effectiveness of each Incremental Term Loan or the increase in Revolving Commitment, as 

 

	1 	 To be included in any Increased Facility Activation Notice with respect to an Incremental Term Loan.




  
 G-1 








 
applicable, contemplated hereby, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the
extent (i) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and
(ii) any such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects). 
  

									
		 		 	SUNCOKE ENERGY PARTNERS, L.P.
			
		 		 	By: SunCoke Energy Partners GP LLC
				
		 		 	By:	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	
			
		 		 	[INCREMENTAL LENDERS]
				
	AMOUNT: $[                    ]	 		 	By:	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	


  
 G-2 








 [ANNEX A 

TO INCREASED FACILITY ACTIVATION NOTICE] 

  
 G-3 








 EXHIBIT H 

FORM OF NEW LENDER SUPPLEMENT 

NEW LENDER SUPPLEMENT, dated as of
[                    ], 20[    ] (this “New Lender Supplement”), among the Borrowers’ Agent (as defined in
the Credit Agreement referred to below), the Administrative Agent (as defined below) and [                    ], as a New Lender (the “New
Lender”), to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
SunCoke Energy Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders party thereto from time to time and
Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

W I T N E S S E T H : 

WHEREAS, subject to the terms and conditions of the Credit Agreement, any additional bank, financial institution or other entity, which, with
the consent of the Borrowers’ Agent and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under the Credit Agreement in connection with any transaction described in
Section 2.24 of the Credit Agreement shall execute a New Lender Supplement, whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of the Credit Agreement; and 
 WHEREAS, the undersigned now desires to become a party to the Credit
Agreement as a Lender thereunder; NOW, THEREFORE, the undersigned hereby agrees as follows: 
 The New Lender agrees to be bound by the
provisions of the Credit Agreement, and agrees that it shall, on the date that this New Lender Supplement is accepted by the Borrowers’ Agent and the Administrative Agent, become a Lender for all purposes of the Credit Agreement to the same
extent as if originally a party thereto, with a [commitment for Incremental Term Loans] [Revolving Commitment] in an aggregate principal amount of $            . 

The New Lender (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that
it has received a copy of the Credit Agreement and each other Loan Document existing as of the date of this New Lender Supplement, together with copies of the financial statements referred to in Section 6.1 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement; (c) agrees that it has made and will, independently and without reliance upon any of the Agents
or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to such Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and each of the other
Loan Documents and will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender including, without limitation, if it is a non-U.S. Lender, delivery to the 

  
 H-1 








 
Borrowers’ Agent and Administrative Agent of such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Lender may be required to
deliver to the Borrowers’ Agent and Administrative Agent pursuant to Section 2.19(f) of the Credit Agreement. 
 The New
Lender’s address for notices for the purposes of the Credit Agreement is as follows: 
  

					
		 	  
	 	
		 	  
	 	
		 	  
	 	

 The New Lender hereby agrees to make its new [Incremental Term Loans][Revolving Commitment] on the following
terms and conditions: 
 1. [Maturity Date, Applicable Margin and Principal Payments. The
Incremental Term Maturity Date, the Applicable Margin and the scheduled amortization for such Incremental Term Loans shall be as provided in the Increased Facility Activation Notice delivered on or about
[            ].] 
 2. [New Revolving Commitments. The
terms and provisions of the new Revolving Commitment shall be identical to the Revolving Commitments.] 
 3. Proposed
Borrowing. This New Lender Supplement represents the Borrowers’ Agent’s Borrower’s request to [borrow Incremental Term Loans from New Lender] [establish new Revolving Commitments] as follows (the “Proposed [Incremental
Term Loan] [New Revolving Commitment]”): 
 a. Business Day of Proposed [Incremental Term Loan] [New Revolving Commitment:


                       
                
 b. Amount of Proposed [Incremental Term
Loan] [New Revolving Commitment: 

$                       
              
 4. Borrowers’ Agent’s
Certifications. By its execution of this New Lender Supplement, the Borrowers’ Agent hereby certifies that, upon the effectiveness of the Proposed [Incremental Term Loan] [New Revolving Commitment], (1) no Default or Event of Default
shall have occurred and is continuing or shall result therefrom; (2) on a Pro Forma Basis after giving effect to the incurrence of the Proposed [Incremental Term Loan] [New Revolving Commitment (assuming the full drawing thereunder and, without
duplication, after giving effect to (x) the borrowing of any Revolving Loans under such Proposed New Revolving Commitment, (y) other permitted pro forma adjustment events and (z) any permanent repayment of Indebtedness after the
beginning of the relevant determination period but prior to or simultaneous with such borrowing)], the MLP is in compliance with the financial covenants in Section 7.1 of the Credit Agreement; and (3) upon the effectiveness of the Proposed
[Incremental Term Loan] [New Revolving Commitment], each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent (i) any such
representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such representations
and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects). 

  
 H-2 








 5. Notice. For purposes of the Credit Agreement, the initial notice address of the New
Lender shall be as set forth in this New Lender Supplement. 
 6. Amendment, Modification and Waiver. This New
Lender Supplement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. 

7. Entire Agreement. This New Lender Supplement, the Credit Agreement and the other Loan Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. 

8. GOVERNING LAW. THIS NEW LENDER SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS NEW LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 9.
Severability. Any term or provision of this New Lender Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this New Lender Supplement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

10. Counterparts. This New Lender Supplement may be executed by one or more of the parties to this New Lender Supplement on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this New Lender Supplement by facsimile transmission or other electronic
transmission (such as a “pdf” or “tif” file) shall be effective as delivery of a manually executed counterpart hereof. 

[Signature Page Follows] 

  
 H-3 








 IN WITNESS WHEREOF, the undersigned has caused this New Lender Supplement to be executed and
delivered as of the date first above written. 
  

					
	[INSERT NAME OF LENDER]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 Accepted this      day of
                 , 20[    ] 
  

					
	 SUNCOKE ENERGY PARTNERS, L.P.,
 as
Borrowers’ Agent

	
	By: SunCoke Energy Partners GP LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	

 Accepted this      day of
                 , 20[    ] 
  

					
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  
 H-4 








 EXHIBIT I-1 

[FORM OF] REVOLVING NOTE 

[Date] 
 FOR VALUE RECEIVED, each
of the undersigned (each a “Borrower” and, collectively, the “Borrowers”), hereby jointly and severally promises to pay to [            ] (the
“Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined herein), in immediately available funds to the Administrative Agent for the account of the Lender at the Funding Office
(A) on the dates set forth in the Credit Agreement, the aggregate outstanding principal amount of all Revolving Loans made by the Lender to Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal
amount from time to time outstanding on each such Revolving Loan at the rate or rates per annum and payable on such dates, as provided in the Credit Agreement. 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers, the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 Each
Borrower jointly and severally promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement. 

Each Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of
any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 
 All
borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in
such notation shall not affect the obligations of Borrowers under this note. 
 This note is one of the Notes referred to in the Credit
Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of
certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. 
 For the avoidance of doubt, to the
extent that any provision herein conflicts with any provision, term or condition set forth in the Credit Agreement, the applicable Credit Agreement provision, term or condition shall control. 

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. 

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
 I-1-1 








 
					
	SUNCOKE ENERGY PARTNERS, L.P.
	
	By: SunCoke Energy Partners GP LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	HAVERHILL COKE COMPANY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	MIDDLETOWN COKE COMPANY, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	HAVERHILL COGENERATION COMPANY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	MIDDLETOWN COGENERATION COMPANY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	SUNCOKE LAKE TERMINAL LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	SUNCOKE LOGISTICS LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 I-1-2 








 
					
	MARIGOLD DOCK, INC.


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	CEREDO LIQUID TERMINAL, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	KANAWHA RIVER TERMINALS, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	GATEWAY ENERGY & COKE COMPANY, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	GATEWAY COGENERATION COMPANY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	RAVEN ENERGY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 I-1-3 








 LOANS AND PAYMENTS 

 

																					
	 Date
	  	Amount of
Loan	 	  	Maturity
Date	 	  	Payments of
Principal/Interest	 	  	Principal
Balance of
Note	 	  	Name of
Person
Making the
Notation	 
		  				  				  				  				  			
		  				  				  				  				  			
		  				  				  				  				  			


  
 I-1-4 








 EXHIBIT I-2 

[FORM OF] SWINGLINE NOTE 

[Date] 
 FOR VALUE RECEIVED, each
of the undersigned (each a “Borrower” and, collectively, the “Borrowers”), hereby jointly and severally promises to pay to [            ] (the
“Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined herein), in immediately available funds to the Administrative Agent for the account of the Lender at the Funding Office
(A) on the dates set forth in the Credit Agreement, the aggregate outstanding principal amount of all Swingline Loans made by the Lender to Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal
amount from time to time outstanding on each such Swingline Loan at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers, the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 Each
Borrower jointly and severally promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement. 

Each Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of
any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 
 All
borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in
such notation shall not affect the obligations of the Borrowers under this note. 
 This note is one of the Notes referred to in the Credit
Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of
certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. 
 For the avoidance of doubt, to the
extent that any provision herein conflicts with any provision, term or condition set forth in the Credit Agreement, the applicable Credit Agreement provision, term or condition shall control. 

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. 

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
 I-2-1 








 
					
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	Suncoke Energy Partners GP LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	HAVERHILL COKE COMPANY LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	MIDDLETOWN COKE COMPANY, LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	HAVERHILL COGENERATION COMPANY LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	MIDDLETOWN COGENERATION COMPANY LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	SUNCOKE LAKE TERMINAL LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	SUNCOKE LOGISTICS LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 I-2-2 








 
					
	MARIGOLD DOCK, INC.


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	CEREDO LIQUID TERMINAL, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	KANAWHA RIVER TERMINALS, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	GATEWAY ENERGY & COKE COMPANY, LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	GATEWAY COGENERATION COMPANY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 
					
	
	RAVEN ENERGY LLC


 
					
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 I-2-3 








 LOANS AND PAYMENTS 

 

																					
	 Date
	  	Amount of
Loan	 	  	Maturity
Date	 	  	Payments of
Principal/Interest	 	  	Principal
Balance of
Note	 	  	Name of
Person
Making the
Notation	 
		  				  				  				  				  			
		  				  				  				  				  			
		  				  				  				  				  			


  
 I-2-4 








 EXHIBIT I-3 

[FORM OF] TERM NOTE 
 [Date]

 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “Borrowers”),
hereby jointly and severally promises to pay to [            ] (the “Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as
defined herein), in immediately available funds to the Administrative Agent for the account of the Lender at the Funding Office (A) on the dates set forth in the Credit Agreement, the aggregate outstanding principal amount of the Term Loans
made by the Lender to Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on the Term Loans at the rate or rates per annum and payable on such dates, as
provided in the Credit Agreement. 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the lenders party thereto from time to time and Bank of America, N.A., as
Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

Each Borrower jointly and severally promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue
interest from their due dates at a rate or rates provided in the Credit Agreement. 
 Each Borrower hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates
thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records;
provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. 

This note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified. 
 For the avoidance of doubt, to the extent that any provision herein conflicts with any provision, term or condition
set forth in the Credit Agreement, the applicable Credit Agreement provision, term or condition shall control. 
 THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


  
 I-3-1 








 
			
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	SunCoke Energy Partners GP LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HAVERHILL COKE COMPANY LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	MIDDLETOWN COKE COMPANY, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HAVERHILL COGENERATION COMPANY LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	MIDDLETOWN COGENERATION COMPANY LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNCOKE LAKE TERMINAL LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNCOKE LOGISTICS LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 I-3-2 








 
			
	 MARIGOLD DOCK, INC.



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 CEREDO LIQUID TERMINAL, LLC



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 KANAWHA RIVER TERMINALS, LLC



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 GATEWAY ENERGY & COKE COMPANY, LLC





			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 GATEWAY COGENERATION COMPANY LLC



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 RAVEN ENERGY LLC



 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 I-3-3 








 LOANS AND PAYMENTS 

 

																					
	 Date
	  	Amount of
Loan	 	  	Maturity
Date	 	  	Payments of
Principal/Interest	 	  	Principal
Balance of
Note	 	  	Name of
Person
Making the
Notation	 
		  				  				  				  				  			
		  				  				  				  				  			
		  				  				  				  				  			


  
 I-3-4 








 EXHIBIT J 

FORM OF 
 LOAN NOTICE

 Date:             ,          

To: Bank of America, N.A., as Administrative Agent 
 Ladies and
Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among SunCoke Energy Partners, L.P. (the “MLP”) and each
direct or indirect subsidiary of the MLP named as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 The undersigned
hereby requests (select one): 
 [ ☐ A Borrowing of [Revolving Loans][Term Loans].] 

[ ☐ A [conversion][continuation] of [Revolving Loans][Term Loans].] 

1. On                     (a Business
Day). 
 2. In the principal amount of
$                    . 
 3. Comprised
of [ABR Loans][Eurodollar Loans with an Interest Period ending on        , 20[    ]]. 

4. For Eurodollar Loans: with an initial Interest Period of      months. 

The Borrowers’ Agent hereby represents and warrants that (i) such request complies with the requirements of the Credit Agreement and (ii) each
of the applicable conditions set forth in the Credit Agreement has been satisfied on and as of the date of such request. 
  

			
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	SunCoke Energy Partners GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 EXHIBIT K 

FORM OF 
 SWINGLINE LOAN
NOTICE 
 Date:             ,          

To: Bank of America, N.A., as Swingline Lender 
 Cc: Bank of
America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 24, 2017 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among SunCoke Energy Partners, L.P. (the “MLP”) and each direct or
indirect subsidiary of the MLP named as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 The undersigned hereby
requests a Swingline Loan: 
 1. On            , 20     (a Business Day).

 2. In the amount of $            . 

The Borrowers’ Agent hereby represents and warrants that (i) such request complies with the requirements of the Credit Agreement and (ii) each
of the applicable conditions set forth in the Credit Agreement has been satisfied on and as of the date of such request. 
  

			
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	SunCoke Energy Partners GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 EXHIBIT L 

FORM OF 
 PURCHASING
BORROWER PARTY ASSIGNMENT AND ASSUMPTION 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of
May 24, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among SunCoke Energy
Partners, L.P. (the “MLP”) and each direct or indirect subsidiary of the MLP named as a Borrower thereunder (together with the MLP, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the
“Assignee”) agree as follows: 
 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to
the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned
Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned
Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto. 

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any other Loan Document or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or
any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and
(b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Affiliates or any other obligor or the performance or observance by the Borrowers, any of their
Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. 

3. The Assignee represents and warrants that each of the terms and conditions with respect to this Purchasing Borrower Party Assignment and
Assumption set forth in Section 10.6(f) of the Credit Agreement has been satisfied. For the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Purchasing Borrower Party. 

4. The effective date of this Purchasing Borrower Party Assignment and Assumption shall be the Effective Date of Assignment described in
Schedule 1 hereto (the “Effective Date”). Following the execution of this Purchasing Borrower Party Assignment and Assumption, it will be delivered to the Administrative Agent for recording by the Administrative Agent pursuant to
the Credit Agreement, effective as of the Effective Date. 
 5. The Assignee acknowledges that the Assigned Interest shall be automatically
and permanently cancelled upon the effectiveness of this Purchasing Borrower Party Assignment and Assumption on the Effective Date and will thereafter no longer be outstanding for any purpose under any Loan Document. 

  
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 6. This Purchasing Borrower Party Assignment and Assumption shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York. 
 IN WITNESS WHEREOF, the parties hereto have caused this Purchasing
Borrower Party Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto. 

  
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 Schedule 1 

Name of Assignor:                     

Name of Assignee:                     

Effective Date of Assignment:                     

 

									
	 Credit Facility Assigned
	  	Principal
Amount of Commitment/Loans
Assigned	 	  	Commitment/Loan
Percentage Assigned	 
		  	$	                    	 	  	 	                    	% 

  

									
	[Name of Assignee]	 		 	[Name of Assignor]
					
	By:	 	  
	 		 	By:	 	  

		 	Name:	 		 		 	Name:
		 	Title:	 		 		 	Title:
				
	Accepted for Recordation in the Register:	 		 		 	
				
	BANK OF AMERICA, N.A.,	 		 		 	
	as Administrative Agent	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	


  
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