Exhibit


Exhibit 10.1.4




Execution Version




AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 16, 2015, is among SunCoke Energy, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities signatories hereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).
RECITALS
A.    The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of July 26, 2011, as amended by Amendment No. 1 thereto, dated as of January 24, 2013, by Amendment No. 2 thereto, dated as of January 13, 2015, and by Amendment No. 3 thereto, dated as of April 21, 2015  (as amended, the “Credit Agreement”).
B.    The Borrower has requested that the Credit Agreement be amended in the manner set forth herein.
C.    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Administrative Agent, and each Lender party hereto agree as follows:
Section 1.Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Credit Agreement.
Section 2.Amendments to Credit Agreement.  The Credit Agreement is amended, as of the Fourth Amendment Effective Date (as defined below), as follows:
(a)Section 1.1 of the Credit Agreement is hereby amended by adding the following new definition in the appropriate alphabetic order:
 “’Fourth Amendment Effective Date’ has the meaning provided that term in Amendment No. 4 to Credit Agreement, dated as of November 16, 2015, among the Borrower, the Administrative Agent and the Lenders party thereto.”
(b)Section 7.5(r) of the Credit Agreement is hereby amended in its entirety to read as follows:
“(r) Dispositions (i) with an aggregate Fair Market Value not exceeding $325,000,000, (ii) of the Coal Mining Business and (iii) by Sun Coal & Coke LLC of Capital Stock that Sun Coal & Coke LLC owns in Middletown Coke Company, LLC and Haverhill Coke Company LLC; provided that
(A) any Disposition or related series of Dispositions made pursuant to this clause (r) shall be made for Fair Market Value and one of the following: (1) other than with respect to the Disposition by the Borrower of all or a portion of the Coal Mining Business, for consideration comprising at least 75% cash and Cash Equivalents, or (2) with respect to the Disposition by Sun Coal & Coke LLC to SunCoke Energy Partners L.P. (the “MLP”) of all or a portion of the remaining 25% of the Capital Stock of Gateway that Sun Coal & Coke LLC owns as of the Third Amendment Effective Date, for consideration that may include the receipt of equity interests in the MLP and SunCoke Energy Partners GP LLC and the assumption by the MLP of up to $44,600,000 aggregate principal amount of outstanding Senior Notes (together with accrued and unpaid interest and applicable redemption premiums), 





Exhibit 10.1.4


provided that after the closing of such Disposition of the Capital Stock of Gateway and as long as no Event of Default has occurred and is then continuing, the Borrower shall be permitted at any time on and after the Fourth Amendment Effective Date to enter into one or more agreements with the MLP (x) to effect the termination and/or reversal by the MLP of such assumption of the Senior Notes such that the MLP will have no further liability with respect to such Senior Notes and the Borrower again will have primary liability with respect to such Senior Notes and (y) to provide for the payment to the Borrower of cash consideration in an amount no less than $46,900,000 (the “Unwind”),
(B) no Event of Default has occurred and is continuing or would result from such Disposition or the Unwind,
(C) the Borrower is in compliance with Section 7.1 on a Pro Forma Basis after giving effect to such Disposition and the Unwind, and
(D) the Net Cash Proceeds thereof are applied as required by Section 2.11(b); and”
Section 3.Amendment Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(a)the Administrative Agent shall have received:
(i)original counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent and the Required Lenders; 
(ii)an Acknowledgment and Consent, substantially in the form of Exhibit A, duly executed and delivered by each Subsidiary Guarantor; and
(iii)a certificate signed by a Responsible Officer of the Borrower certifying that (A) 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 the Fourth Amendment Effective Date as if made on and as of such date (except to the extent (x) 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 (y) 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 (B) no Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date; and
(b)the Borrower shall have paid all fees to the Administrative Agent and all fees, charges and disbursements of counsel to the Administrative Agent, in each case to the extent invoiced at least one (1) day prior to the Fourth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
The date on which such conditions have been satisfied (or waived) is referred to herein as the “Fourth Amendment Effective Date”.
Section 4.Representations and Warranties.  The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:
(a)The Borrower has the corporate power and authority to make, deliver and perform this Amendment. 
(b)The Borrower has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment.  





Exhibit 10.1.4


(c)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 execution, delivery, performance, validity or enforceability of this Amendment.
(d)This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower 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 inequity or at law). 
(e)The execution, delivery and performance of this Amendment 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 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. 
(f)Before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(g)Since December 31, 2014, there has been no development or event that has had or is reasonably expected to have a Material Adverse Effect.
Section 5.Limited Effect.  Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed by the Borrower and the other Loan Parties. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrower or the other Loan Parties that would require the waiver or consent of the Administrative Agent or the Lenders.
Section 6.Effect of Amendment. On and after the Fourth Amendment Effective Date, each reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment. On and after the Fourth Amendment Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. On and after the Fourth Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import, as used in the Term Loan Agreement, shall, unless the context otherwise requires, mean the Credit Agreement.
Section 7.Counterparts.  This Amendment may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument.
Section 8.References.  The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this Amendment.  
Section 9.Headings Descriptive.  The headings of the several sections of this Amendment are inserted for convenience only and do not in any way affect the meaning or construction of any provision of this Amendment.
Section 10.Governing Law.  This Amendment is governed by and will be construed in accordance with the law of the State of New York.
Section 11.Final Agreement of the Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.





Exhibit 10.1.4


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




By:    /s/FAY WEST    
Name:  Fay West    
Title:      Senior Vice President and Chief Financial Officer    






JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender




By:    /s/PETER S. PREDUN    
Name:  Peter S. Predun    
Title:      Executive Director    


BANK OF AMERICA, N.A., as a Lender




By:    /s/JONATHAN M. PHILLIPS    
Name:  Jonathan M. Phillips    
Title:  Senior Vice President


Branch Banking and Trust Company, as a Lender




By:    /s/TROY R. WEAVER    
Name:  Troy R. Weaver    
Title:     Senior Vice President




BARCLAYS BANK PLC, as a Lender




By:    /s/MAY HUANG    
Name:  May Huang    
Title:     Assistant Vice President




Citibank, N.A., as a Lender




By:    /s/DAVID JAFFE    
Name:  David Jaffe     
Title:     Managing Director











Exhibit 10.1.4


Credit Suisse AG, Cayman Islands Branch, as a Lender




By:    /s/MIKHAIL FAYBUSOVICH    
Name:  Mikhail Faybusovich    
Title:     Authorized Signatory




By:    /s/GREGORY FANTONI    
Name:  Gregory Fantoni    




Goldman Sachs Bank USA, as a Lender




By:    /s/JERRY LI    
Name:  Jerry Li    
Title:     Authorized Signatory




ROYAL BANK OF CANADA, as a Lender




By:    /s/JASON C. HEDRICK    
Name:  Jason C. Hedrick    
Title:     Authorized Signatory




Toronto Dominion (Texas) LLC,
as a Lender




By:    /s/RAYAN KARIM    
Name:  Rayan Karim    
Title:     Authorized Signatory


Wells Fargo Bank, N.A., as a Lender




By:    /s/BENJAMIN LIVERMORE    
Name:  Benjamin Livermore    
Title:     Vice President
    



























Exhibit 10.1.4


EXHIBIT A


FORM OF ACKNOWLEDGMENT AND CONSENT


Reference is made to the Credit Agreement, dated as of July 26, 2011 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Credit Agreement”), among Suncoke Energy, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities signatories hereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Administrative Agent”). Capitalized terms used and not defined herein shall have the respective meanings given them in the Credit Agreement.
The Borrower and the Revolving Lenders have agreed to amend the provisions of the Credit Agreement on the terms described in Amendment No. 4 to Credit Agreement, dated as of April 21, 2015 (the “Amendment”).
Each of the undersigned Subsidiary Guarantors hereby (a) consents to the transactions contemplated by the Amendment, (b) acknowledges and agrees that the guarantees and Liens granted by such party contained in the Security Documents to which it is a party are, and shall remain, in full force and effect after giving effect to the Amendment and (c) represents and warrants that the representations and warranties set forth in such Loan Documents are complete and correct in all material respects on the date hereof as if made on and as of such date (except to the extent (x) 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 (y) 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 confirms that all references in such Loan Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby as of such date without impairing any such obligations or Liens in any respect. 
IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgment and Consent as of November 16, 2015. 
Dominion Coal Corporation
Elk River Minerals Corporation
Energy Resources, LLC
By Harold Keene Coal Co., Inc.,
its sole member
Harold Keene Coal Co., Inc.
Indiana Harbor Coke Company
Indiana Harbor Coke Corporation
Jewell Coal and Coke Company, Inc.
Jewell Coke Acquisition Company
Jewell Coke Company, L.P.,
By:  Jewell Coke Acquisition Company,
its general partner
Jewell Resources Corporation
Jewell Smokeless Coal Corporation
Oakwood Red Ash Coal Corporation
Omega Mining, Inc.
Sun Coal & Coke LLC
SunCoke Energy South Shore LLC,





Exhibit 10.1.4


By:  Sun Coal & Coke LLC,
its sole member
SunCoke Technology and Development LLC
Vansant Coal Corporation




By:    /s/FAY WEST    
Name: Fay West    
Title:     Senior Vice President and Chief Financial Officer