Underwriting Agreement

On January 17, 2013, SunCoke Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Partnership, SunCoke Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Sun Coal & Coke LLC, a Delaware limited liability company ("Sun Coal & Coke"), and SunCoke Energy, Inc., a Delaware corporation (the "Sponsor" and, together with the Partnership, the General Partner and Sun Coal & Coke, the "Partnership Parties"), and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the Underwriters listed in Schedule I of the Underwriting Agreement (the "Underwriters"), providing for the offer and sale (the "Offering") by the Partnership, and the purchase by the Underwriters, of 13,500,000 common units representing limited partner interests in the Partnership (the "Common Units") at a price to the public of $19.00 per Common Unit ($17.86 per Common Unit, net of underwriting discounts). Pursuant to the Underwriting Agreement, the Partnership has also granted the Underwriters a 30-day option (the "Option") to purchase up to an additional 2,025,000 Common Units (the "Optional Units"). If and to the extent the Underwriters exercise their option to purchase Optional Units, the number of Optional Units purchased by the Underwriters pursuant to such exercise will be issued to the Underwriters and the remainder, if any, will be issued to the Sponsor. Any such Common Units issued to the Sponsor will be issued for no additional consideration. If the Underwriters do not exercise their option to purchase Optional Units, the Partnership will issue 2,025,000 Common Units to the Sponsor upon the expiration of the Option for no additional consideration. The material terms of the Offering are described in the prospectus, dated January 17, 2013 (the "Prospectus"), filed by the Partnership with the Securities and Exchange Commission (the "Commission") on January 18, 2013 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-183162) (the "Registration Statement"), initially filed on August 8, 2012.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Partnership Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Offering of the Common Units closed on January 24, 2013, and the Partnership received proceeds (net of underwriting discounts and offering expenses) from the Offering of approximately $233.1 million. In addition, as described below, the Partnership also received net proceeds of approximately $146.4 million from the offering of $150.0 million aggregate principal amount of senior notes concurrently with the closing of the Offering. The Partnership used a portion of the aggregate net proceeds from the Offering and the concurrent offering of senior notes to make a distribution of approximately $33.1 million to the . . .

Contribution Agreement

On January 23, 2013, in anticipation of the closing of the Offering, the Partnership entered into a Contribution Agreement by and among the Partnership, the General Partner and Sun Coal & Coke (the "Contribution Agreement"). Pursuant to the Contribution Agreement, in connection with the Closing of the Offering, Sun Coal & Coke contributed to the Partnership an interest in each of Haverhill and Middletown which resulted in the Partnership owning a 65% interest in each of Haverhill and Middletown, and in exchange (1) the General Partner continues to hold a 2.0% general partner interest in the Partnership, (2) the Partnership issued to the General Partner incentive distribution rights in the Partnership,
(3) the Partnership issued to Sun Coal & Coke 184,697 Common Units, 15,709,697 Subordinated Units and the right to receive the Deferred Issuance and Distribution, (4) the Partnership assumed and repaid $225.0 million of term loan debt of the Sponsor, and (5) the Partnership paid 100% of (A) an aggregate of $67.0 million of environmental capital expenditures of Haverhill and Middletown, (B) an aggregate of approximately $12.4 million sale discounts related to tax credits owed to customers of Haverhill and Middletown, and (C) $39.6 million to replenish the Partnership's working capital. Such transactions are referred to as the "Contribution Transactions."

On January 24, 2013, in connection with the Offering, the Contribution Transactions were completed.

The foregoing description and the description is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 2.01 by reference.

Relationships

The description of the relationships among the Partnership, the General Partner and SC&C are provided above under Item 1.01 and incorporated in this Item 2.01 by reference.

The information in Item 1.01 under the headings "7.375% Senior Notes due 2020" and "Credit Facility" is incorporated in this Item 2.03 by reference.

The description in Item 2.01 of the issuances by the Partnership on January 24, 2013 in connection with the consummation of the Contribution Transactions is incorporated herein by reference. The foregoing transactions were undertaken in reliance on the exemption from the registration requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.

Each of the Subordinated Units granted under the Contribution Agreement will convert into one Common Unit at the end of the subordination period, which will end of the first business day after the Partnership has earned and paid at least
(1) $1.65 (the minimum quarterly distribution on an annualized basis) on each outstanding Common Unit and Subordinated Unit and the corresponding distribution on the General Partner's 2.0% general partner interest for each of three consecutive, non-overlapping four quarter periods ending on or after December 31, 2015 or (3) $2.48 (150.0% of the annualized minimum quarterly distribution) on each outstanding Common Unit and Subordinated Unit and the corresponding distribution on the General Partner's 2.0% general partner interest and the related distribution on the incentive distribution rights for a four-quarter period ending on or after December 31, 2013, in each case provided that there are no arrearages on the Common Units at that time.

Amended and Restated Agreement of Limited Partnership of the Partnership

On January 24, 2013, in connection with the closing of the Offering, the Partnership amended and restated its Agreement of Limited Partnership (as amended, the "Partnership Agreement"). A description of the Partnership Agreement is contained in the section of the Prospectus entitled "The Partnership Agreement" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

On January 17, 2013, the Registration Statement was declared effective by the Commission.

On January 18, 2013, the Partnership issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

On January 18, 2013, the Partnership issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference in this Item 8.01.

On January 24, 2013, the Offering of Common Units and the Notes Offering transactions were completed.

(d) Exhibits

1.1 Underwriting Agreement, dated January 17, 2013, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC, SunCoke Energy, Inc., Sun Coal & Coke LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit

        Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as
        representatives of the several underwriters named therein

3.1     First Amended and Restated Agreement of Limited Partnership of SunCoke
        Energy Partners, L.P., dated January 24, 2013

4.1     Indenture, dated as of January 24, 2013, by and among SunCoke Energy
        Partners, L.P., SunCoke Energy Partners Finance Corp., the guarantors
        party thereto and The Bank of New York Mellon Trust Company, N.A., as
        trustee

4.2     Form of 7.375% Senior Notes due 2020 (included as Exhibit A to the
        Indenture filed as Exhibit 4.1)

10.1    Contribution Agreement, dated January 23, 2013, by and among SunCoke
        Energy Partners, L.P., Sun Coal & Coke LLC and SunCoke Energy Partners GP
        LLC

10.2    Omnibus Agreement, dated January 24, 2013, by and among SunCoke Energy
        Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc.

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10.3    Credit Agreement, dated as of January 24, 2013, by and among SunCoke
        Energy Partners, L.P., Haverhill Coke Company LLC, Haverhill Cogeneration
        Company LLC, Middletown Coke Company, LLC, and Middletown Cogeneration
        Company LLC, as borrowers, the lenders party thereto from time to time,
        JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC, as
        syndication agent, Bank of America, N.A., Citibank, N.A. and The Royal
        Bank of Scotland plc, as co-documentation agents, and J.P. Morgan
        Securities LLC, RBS Securities Inc. and Barclays Bank PLC, as joint lead
        arrangers and joint bookrunners

99.1    Press Release, January 18, 2013.

99.2    Press Release, January 18, 2013.