the company shall not be liable for any act or omission relating to the company, its property or the conduct of its business or affairs taken or omitted by such person in the reasonable belief
that such act or omission is in or is not contrary to the best interests of the company and is within the scope of authority granted to such person by the company, provided such act or omission does not constitute fraud, willful misconduct, bad
faith or gross negligence. In addition, the Limited Liability Company Agreements of the aforementioned limited liability companies provide that, to the fullest extent permitted by law, the company shall indemnify and hold harmless the members and
any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the member or of the company from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities,
expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of its
management of the affairs of the company or which relates to or arises out of the company or its property, business or affairs, provided that such person shall not be entitled to indemnification with respect to (i) any claim with respect to
which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any claim initiated by such person unless such claim (a) was brought to enforce such persons rights to indemnification or (b) was
authorized or consented to by the Board of Directors or the members.
The Limited Liability Company Agreements of Gateway
Energy & Coke Company LLC, Haverhill Cogeneration Company LLC, Haverhill Coke Company LLC, Middletown Cogeneration Company LLC, Middletown Coke Company, LLC, Sun Coal & Coke LLC, and SunCoke Technology and Development LLC provide
that the members shall not have any liability for the debts, obligations, or liabilities of the company or for the acts or omissions of any officer, agent, or employee of the company except to the extent required by the DLLCA. In addition, the
Limited Liability Company Agreements of the aforementioned limited liability companies provide that the company shall indemnify the members and those authorized officers, agents, and employees of the company identified in writing by members as
entitled to be indemnified for all costs, losses, liabilities, and damages paid or accrued by the member or any such officer, agent, or employee in connection with the business of the company, except to the extent prohibited by Delaware law.
The Amended and Restated Limited Liability Company Agreement of Raven Energy, LLC eliminates to the fullest extent permitted by Delaware law
any duties, including fiduciary duties, other than the implied contractual covenant of good faith and fair dealing, that the members or manager may have to the company, any other member or any other person. Additionally, the Amended and Restated
Limited Liability Company Agreement of Raven Energy, LLC provides that such member or manager shall not be liable in damages to the company, any member, any manager, or any other person that is a party to or is otherwise bound by this Agreement by
reason of, or arising from or relating to the operations, business or affairs of, or any action taken or failure to act on behalf of, the company, except as required by law.
The Limited Liability Company Agreements of Raven Energy, LLC and SunCoke Energy Partners GP LLC provide that, to the maximum extent permitted
by applicable law, each member, the manager, officers and, to the extent applicable, each such persons officers, directors, partners, members, shareholders and employees will not be liable for, and will be indemnified and held harmless by the
company against, any and all claims, actions, demands, losses, damages, liabilities, costs, or expenses, including attorneys fees, court costs, and costs of investigation, actually and reasonably incurred by any such person arising from any
proceedings in which such person may be involved, as a party or otherwise, by reason of its status at the company or by reason of its involvement in the management of the affairs of the company, except to the extent that any of the foregoing is
determined by a final, non -appealable order of a court of competent jurisdiction to have been caused by a willful breach of the terms of the Limited Liability Company Agreement or the actual fraud, gross negligence or willful misconduct of
such persons, or with respect to criminal matters, that such person seeking indemnity had reason to believe that his or her conduct was unlawful. The Limited Liability Company Agreement of Raven Energy, LLC expressly states that the foregoing
indemnity shall be applicable to any loss that has resulted from or is
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