THIS SUPPORT AGREEMENT, dated as of February 4, 2019 (this Agreement), is entered into by and between SunCoke Energy Partners, L.P., a Delaware limited partnership (SXCP), and Sun Coal & Coke LLC, a Delaware limited liability company and the sole member of SXCP General Partner (as defined below) (the Unitholder).
WHEREAS, concurrently herewith, SunCoke Energy, Inc., a Delaware corporation (Parent), SC Energy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), SXCP, and SunCoke Energy Partners GP LLC, a Delaware limited liability company and the general partner of SXCP (SXCP General Partner), are entering into an Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will be merged with and into SXCP, with SXCP as the sole surviving entity (the Merger);
WHEREAS, as of the date hereof, the Unitholder is the Record Holder and beneficial owner in the aggregate of, and has the right to vote and dispose of, the number of common units representing limited partner interests in SXCP (SXCP Common Units) set forth opposite the Unitholders name on Schedule A hereto (the Existing Units);
WHEREAS, as a condition and inducement to SXCPs willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, SXCP and the Unitholder are entering into this Agreement; and
WHEREAS, the Unitholder acknowledges that SXCP is entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Unitholder set forth in this Agreement and would not enter into the Merger Agreement if the Unitholder did not enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SXCP and the Unitholder hereby agree as follows:
1. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
Covered Units means, with respect to the Unitholder, the Unitholders Existing Units, together with any SXCP Common Units of which the Unitholder becomes either the Record Holder or beneficial owner on or after the date hereof.
Record Holder has the meaning ascribed thereto in the SXCP Partnership Agreement.