EX-10.1



 Exhibit 10.1 

ASSUMPTION AGREEMENT 

THIS ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of May 9, 2014, by and among SUNCOKE
ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Assumption Party”), and SUNCOKE ENERGY, INC., a Delaware corporation (the “Borrower”). The Assumption Party and the Borrower are sometimes hereinafter
referred to individually as a “Party” and jointly as the “Parties.” 
 RECITALS: 

A. WHEREAS, the Borrower, the lenders party thereto from time to time, The Royal Bank of Scotland PLC and Keybank National Association,
as revolving facility co- documentation agents, Bank of America, N.A., as revolving facility syndication agent and term loan facility documentation agent, Credit Suisse Securities (USA) LLC, as term loan syndication agent, J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners for the term loan facility, J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners for the revolving facility, and J.P. Morgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”), entered into a Credit
Agreement, dated as of July 26, 2011, as subsequently amended by an Amendment No. 1 to Credit Agreement, dated as of January 24, 2013 (as the same now exists or may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the “Credit Agreement”); and 
 B. WHEREAS, on July 26, 2011, pursuant to the
terms of the Credit Agreement, the Borrower entered into a Tranche B Term Loan, as such term is defined in the Credit Agreement, having an original principal amount of Three Hundred Million Dollars ($300,000,000), repayable in equal quarterly
installments at a rate of one percent of the original principal amount per year, with the balance payable on the final maturity date of July 26, 2018 (the “Term Loan”); and 

C. WHEREAS, pursuant to an Indenture by and among the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as Trustee, dated July 26, 2011 (the “Indenture”), the Borrower, on January 25, 2012, issued $400 million aggregate principal amount of its 7.625 percent senior unsecured notes, due August 1, 2019, in
an offering registered under the Securities Act of 1933 (the “Senior Notes”) and such Senior Notes are guaranteed on a senior unsecured basis by each of the Borrower’s existing and future subsidiaries that guarantees the
Borrower’s obligations under the Credit Agreement; and 
 D. WHEREAS, the Assumption Party desires to assume full
responsibility, as between itself and the Borrower and its other affiliates, for the repayment of Ninety-Nine Million Eight Hundred Sixty-Eight Thousand Three Hundred Twenty-Nine Dollars and Six Cents ($99,868,329.06) of the outstanding balance of
the principal amount (excluding any interest, fees, penalties or other amounts due on such balance or under the Credit Agreement) due under the Term Loan (the “Assumed Loan Debt”); and 

E. WHEREAS, the Assumption Party desires to assume full responsibility, as between itself and the Borrower and its other affiliates,
for the repayment of the outstanding 







 
balance of the principal amount due under the Senior Notes (excluding any accrued interest, fees, redemption or other premium (other than the Maximum Make-Whole Premium defined in that certain
Contribution Agreement dated as of April 23, by and among the Assumption Party, the Borrower and Sun Coal & Coke LLC (the “Contribution Agreement”)), penalties or other amounts due on such Senior Notes or under the
Indenture or any indenture supplemental thereto) that the Assumption Party has acquired pursuant to a public tender offer completed on or prior to the date hereof (the “Assumed Senior Notes”) (such outstanding principal balance
being One Hundred Sixty Million Dollars ($160,000,000) (the “Assumed Note Debt” and, together with the Assumed Loan Debt, the “Aggregate Assumed Debt”); and 

F. WHEREAS, the Borrower has agreed to consent to the assumption of the Aggregate Assumed Debt and its satisfaction pursuant hereto.

 NOW THEREFORE, in consideration of the mutual covenants and agreements in this Assignment and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Assumption Party and the Borrower agree as follows: 
 AGREEMENT: 

1. Incorporation of Recitals; Certain Definitions. The foregoing recitals are incorporated herein as a substantive,
contractual part of this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

2. Assumption. The Assumption Party hereby agrees, effective as of the date hereof, to assume full and primary responsibility
for the repayment of each of the Assumed Loan Debt and the Assumed Note Debt as between itself and the Borrower and any other Guarantor. The Assumption Party will indemnify and hold harmless the Borrower and any other Guarantor (“Indemnified
Persons”) with respect to: 
  

	 	(a)	any principal amount due on the Term Loan, to the extent of the Assumed Loan Debt; and 

  

	 	(b)	any principal amount due on the Assumed Senior Notes, to the extent of the Assumed Note Debt (including the applicable the Maximum Make-Whole Premium). 


To the extent, prior to the satisfaction and discharge of the Aggregate Assumed Debt by the Assumption Party, any of the Borrower or any other
Guarantor actually makes a payment with respect to either: 
  

	 	(x)	the Term Loan, that reduces the outstanding principal balance due on such Term Loan below the amount of the Assumed Loan Debt; or 

  

	 	(y)	the Senior Notes, that reduces the outstanding principal balance due on the Assumed Senior Notes below the amount of the Assumed Note Debt, 


  
 2 








 the Assumption Party agrees to reimburse the person making such payment, or payments, such that under all
circumstances, the Assumption Party bears responsibility for the full outstanding principal amount of each of the Assumed Loan Debt and the Assumed Note Debt. 

3. Pre-payment. The Parties acknowledge that the Assumption Party shall satisfy its respective obligations to repay each
of the Assumed Loan Debt and the Assumed Note Debt in connection with the Closing (as defined in the Contribution Agreement) as follows: 
  

	 	(a)	the Assumption Party shall pre-pay the Assumed Loan Debt at the Closing (as defined in the Contribution Agreement), and the Borrower shall facilitate such pre-payment to occur at the Closing pursuant to
Section 2.10(a) of the Credit Agreement), from a portion of the proceeds from the issuance by the Assumption Party of: (i) additional common units representing limited partner interests in the Assumption Party to public investors; and
(ii) additional privately placed long-term debt in the form of the Assumption Party’s 7.375% senior unsecured notes due February 1, 2020; and 

  

	 	(b)	the Borrower shall cause the Trustee under the Indenture to cancel the Assumed Senior Notes at the Closing, and the Assumed Note Debt shall be deemed repaid. 


Upon repayment of the Aggregate Assumed Debt, the Assumption Party’s obligations with respect to such Aggregate Assumed Debt shall
terminate. 
 4. Representations and Warranties of the Assumption Party 

 

	 	(a)	The Assumption Party is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware. 


 

	 	(b)	The Assumption Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; the execution and delivery of this Agreement has been duly authorized by all
necessary partnership action on the part of the Assumption Party and this Agreement has been duly executed by the Assumption Party. 

  

	 	(c)	No consent, approval or authorization of any third party is required for consummation by the Assumption Party of the transactions contemplated by this Agreement, and the execution and delivery of this Agreement and the
performance of the transactions contemplated hereby do not violate, conflict with, or cause a default under any contract, agreement, document, or instrument, any law, rule, regulation or any judicial or administrative decision to which the
Assumption Party may be subject. 

  

	 	(d)	The representations and warranties in Article V of the Contribution Agreement remain true and accurate in all material respects. 


  
 3 








 5. Representations and Warranties of the Borrower.  

 

	 	(a)	The Borrower is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware. 

  

	 	(b)	The Borrower has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; the execution and delivery of this Agreement have been duly authorized by all necessary
corporate action; and this Agreement has been duly executed by the Borrower. 

  

	 	(c)	No consent, approval or authorization of any third party, including any governmental agency or authority or creditor, or any stockholder of the Borrower, is required for the execution or delivery by the Borrower of this
Agreement, or for the consummation by the Borrower of the transactions contemplated by this Agreement, and the execution and delivery of this Agreement and the performance of the transactions contemplated hereby do not violate, conflict with, or
cause a default under any contract, agreement, document, or instrument, or any law, rule, regulation or any judicial or administrative decision to which the Borrower or the Interests (as defined in the Contribution Agreement) may be subject
(including the SunCoke Indenture, the SunCoke Credit Agreement or the SunCoke Consent Decree (each as defined in the Contribution Agreement)), or that would create a lien, security interest, encumbrance or restriction of any kind upon the Interests.


  

	 	(d)	The representations and warranties in Article IV of the Contribution Agreement remain true and accurate in all material respects. 


6. Right of Repayment. The Assumption Party hereby waives, in all respects, any right of repayment from the Borrower or any
Guarantor of any amounts paid by them of, respectively, the Assumed Loan Debt, or the Assumed Note Debt, including, but not limited to, any right to indemnification that the Assumption Party may have against the Borrower otherwise arising out of, or
in connection with, any such amounts so paid by the Borrower or any Guarantor. 
 7. Delivery of Notice to Agent. The Borrower
hereby represents and warrants that it has delivered notice of the assumption of the Assumed Loan Debt pursuant to this Agreement and, in connection with any satisfaction of the Assumed Loan Debt by the Assumption Party, all pre-payment notices
required to be provided to the Agent, including, but not limited to, any notice required to be delivered to the Agent pursuant to Section 2.10(a) of the Credit Agreement at least three (3) business days prior to the effectiveness of this
Agreement. Copies of the notices provided are attached hereto as Exhibit A. 
 8. Counterparts. This Agreement may be
executed by one or more of the parties to this Agreement in 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
Agreement by e-mail or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 

  
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 9. Further Assurance. Each Party agrees to do such other and further acts and
things and to execute and deliver to the other Party such additional documents, financing statements, supplements, agreements and instruments, as may be reasonably required or reasonably deemed advisable to carry into effect the purposes of this
Agreement. 
 10. Notice. All notices and other communications between the Parties shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail. Each Party shall provide its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other
Parties. 
 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. 
 [SIGNATURE PAGE FOLLOWS.] 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 

  
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 IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date first written
above. 
  

					
	SUNCOKE ENERGY, INC.
		
	By:	 	 /s/ Frederick A. Henderson

		 	Name:	 	Frederick A. Henderson
		 	Title:	 	Chairman and Chief Executive Officer
	
	SUNCOKE ENERGY PARTNERS, L.P.
	By:	 	 SunCoke Energy Partners GP LLC,
 its
general partner

		
	By:	 	 /s/ Frederick A. Henderson

		 	Name:	 	Frederick A. Henderson
		 	Title:	 	Chairman and Chief Executive Officer


 [Signature Page to the Assumption Agreement] 

  
 6 








 EXHIBIT A 

Pre-payment Notice 








			
	  
 




	  	 Mark E. Newman
 Senior Vice President
and
 Chief Financial Officer
  

SunCoke Energy, Inc.
 1011 Warrenville Road

Suite 600
 Lisle, IL 60532

630.824.1934 Direct Dial
 630.824.1134 Facsimile

menewman@suncoke.com



May 6, 2014 
 J.P. Morgan
Chase Bank, N.A. 
 Attention: Brenda Alleyne 
 1111 Fannin
Street, Floor 10 
 Houston, TX 77002 
 Telephone: 713-750-2377

 Fax: 713-427-6307 
 with a copy to: 

J.P. Morgan Chase Bank, N.A. 
 Attention: Peter Predun 

383 Madison Avenue, FL 24 
 New York, NY 10179 

Telephone: 212-270-7005 
 Fax: 212-270-5100 

 

	 	Re:	Notice of Prepayment of Term Loans 

 Ladies and Gentlemen: 

Reference is made to (i) the Credit Agreement dated as of July 26, 2011 (as amended, the “Credit Agreement”), among SunCoke Energy,
Inc. (the “Borrower”), the lenders party thereto from time to time, The Royal Bank of Scotland PLC and Keybank National Association, as revolving facility co-documentation agents, Bank of America, N.A., as revolving facility
syndication agent and term loan facility documentation agent, Credit Suisse Securities (USA) LLC, as term loan syndication agent, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as joint lead arrangers and joint bookrunners for the term loan facility, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners for the revolving
facility, and J.P. Morgan Chase Bank, N.A., as administrative agent, and (ii) the Assumption Agreement to be dated as of May 9, 2014 (the “Assumption Agreement”), among the Borrower and SunCoke Energy Partners, L.P. (the
“MLP”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. 








 JP Morgan Chase Bank, N.A. 

May 6, 2014 
 Page 2 

 

 Pursuant to the terms of the Assumption Agreement, the MLP shall make a prepayment of the outstanding Term
Loans on behalf of the Borrower pursuant to Sections 2.10(a) and 2.11(b) of the Credit Agreement, and in connection with that election, the Borrower sets forth below the information relating to such prepayment (the “Proposed
Prepayment”) as required by Section 2.10(a) of the Credit Agreement: 
 1. The Business Day of the Proposed Prepayment is
May 9, 2014. 
 2. The aggregate amount of the existing Term Loans to be prepaid is Ninety-Nine Million Eight Hundred Sixty-Eight
Thousand Three Hundred Twenty-Nine Dollars and Six Cents ($99,868,329.06). 
 3. The Type of Loans subject to the Proposed Prepayment is
Eurodollar Loans. 
 This notice is conditioned upon the closing of the sale by Sun Coal & Coke LLC (“SC&C”), a subsidiary of
the Borrower, to the MLP of thirty-three percent of the limited liability company interests in Haverhill Coke Company LLC and Middletown Coke Company, LLC owned by SC&C pursuant to the terms of the Contribution Agreement, dated as of
April 23, 2014, among SC&C, the MLP and the Borrower. The sale is scheduled to close on Friday, May 9, 2014. 
 [SIGNATURE PAGE
FOLLOWS.] 







 
			
	Very truly yours,
	
	SUNCOKE ENERGY, INC.
		
	By:	 	  

	Name:	 	Mark E. Newman
	Title:	 	 Senior Vice President and
 Chief Financial
Officer



 [Signature Page to Notice of Prepayment]