FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.2
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of January 16, 2015, among Gateway Energy & Coke Company, LLC (Gateway), Gateway Cogeneration Company LLC (Cogen and, together with Gateway, the Guaranteeing Subsidiaries and each a Guaranteeing Subsidiary), each of which is a subsidiary 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 (i) an indenture (the Original Indenture), dated as of January 24, 2013 providing for the issuance of 7.375% Senior Notes due 2020 (the Notes), (ii) a supplemental indenture, dated as of September 20, 2013 (the First Supplemental Indenture), (iii) a supplemental indenture, dated as of November 27, 2013 (the Second Supplemental Indenture) and (iv) a supplemental indenture, dated May 9, 2014 (the Third Supplemental Indenture, and together with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture);
WHEREAS, the Indenture provides under Section 2.02 and Section 9.01(g) that Additional Notes may be issued without consent of Holders pursuant to a Supplemental Indenture;
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Guaranteeing Subsidiaries shall 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(g) and (h) 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, each of the Guaranteeing Subsidiaries, 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. ADDITIONAL NOTES. In accordance with the terms of the Indenture, the Issuers hereby issue $200,000,000 aggregate principal amount of their 7.375% Senior Notes due 2020, which are Additional Notes under the Indenture, in the forms attached as Annex A, Annex B and Annex C hereto.
3. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries 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.
4. 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.
5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
6. 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.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. 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 Guaranteeing Subsidiaries, the other Guarantors and the Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: January 16, 2015
GATEWAY ENERGY & COKE COMPANY, LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
GATEWAY COGENERATION COMPANY LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
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: Senior Vice President and Chief Financial Officer | ||
HAVERHILL COKE COMPANY LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer |
MIDDLETOWN COKE COMPANY LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
HAVERHILL COGENERATION COMPANY LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
MIDDLETOWN COGENERATION COMPANY LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
SUNCOKE LOGISTICS LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
SUNCOKE LAKE TERMINAL LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer |
Signature Page to Indenture Supplement
KANAWHA RIVER TERMINALS LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
MARIGOLD DOCK, INC. | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
CEREDO LIQUID TERMINAL, LLC | ||
By: | /s/ Ryan d. Osterholm | |
Name: Ryan D. Osterholm | ||
Title: Vice President and Treasurer | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | ||
As Trustee | ||
By: | Lawrence M. Kusch | |
Authorized Signatory |
Signature Page to Indenture Supplement