EX-4.2





 Exhibit 4.2 

FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 5, 2019, among SunCoke Energy,
Inc., a Delaware corporation (the “Parent Guarantor”), the ultimate parent company of SunCoke Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), the Partnership, SunCoke Energy
Partners Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers” and individually an “Issuer”), the other Guarantors (as defined
in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 24, 2017 providing for the issuance of 7.50% Senior Notes due 2025 (the “Notes”);

 WHEREAS, on June 28, 2019, the Partnership completed a merger with SC Energy Acquisition LLC, a Delaware limited liability company
and a wholly owned subsidiary of the Parent Guarantor (“Merger Sub”), whereby Merger Sub merged with and into the Partnership, and the Partnership continued as the surviving entity and a wholly owned subsidiary of the Parent
Guarantor (the “Merger”); 
 WHEREAS, as a result of the Merger, the Partnership no longer has a duty to file
reports with the Securities and Exchange Commission under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; 

WHEREAS, the Partnership desires to avail itself of Section 4.03(a) of the Indenture, which provides that, if a parent company of the
Partnership becomes a Guarantor of the Notes, the Partnership may satisfy certain reporting obligations under the Indenture by furnishing information relating to such parent company; 

WHEREAS, the Parent Guarantor desires to unconditionally Guarantee all of the Issuers’ Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of
the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parent Guarantor, the other Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. 












 2. AGREEMENT TO GUARANTEE. The Parent Guarantor
hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

3. NO RECOURSE AGAINST OTHERS. None of the General Partner or any director,
officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the
Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. 
 4. NEW YORK LAW TO
GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
 5.
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent Guarantor, the other Guarantors and the Issuers. 

[SIGNATURE PAGE FOLLOWS] 

[REMAINDER OF PAGE LEFT BLANK] 












 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and attested, all as of the date first above written. 
 Dated: August 5, 2019 

 

			
	SUNCOKE ENERGY, INC.
		
	By:	 	 /s/ Fay West

		 	Name: Fay West
		 	 Title: Senior Vice President and

          Chief Financial Officer



  

			
	SUNCOKE ENERGY PARTNERS, L.P.
		
	By:	 	 SUNCOKE ENERGY PARTNERS GP LLC
 its general
partner

		
	By:	 	 /s/ Fay West

		 	Name: Fay West
		 	 Title: Senior Vice President and

          Chief Financial Officer

	
	SUNCOKE ENERGY PARTNERS FINANCE CORP.
		
	By:	 	 /s/ Fay West

		 	Name: Fay West
		 	Title: President


 First Supplemental Indenture 












 
			
	GUARANTORS:


  

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


  

			
	By:	 	 /s/ Fay West

		 	Name: Fay West
		 	Title: Senior Vice President


  

			
	 THE BANK OF NEW YORK MELLON TRUST     COMPANY, N.A.,

As Trustee

		
	By:	 	 /s/ Allison S. Lausas

		 	Name: Allison S. Lausas
		 	 Title: Vice President, Controller and

          Treasurer



  

			
	 THE BANK OF NEW YORK MELLON TRUST     COMPANY, N.A., As Trustee

		
	By:	 	 /s/ Julie Hoffman-Ramos

		 	Name: Julie Hoffman-Ramos
		 	Title: Vice President


 First Supplemental Indenture