KOPPERS HOLDINGS INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementKoppers Holdings Inc. • February 27th, 2020 • Lumber & wood products (no furniture) • New York
principal amount at maturity KI HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • KI Holdings Inc. • New York
KI Holdings Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., UBS Securities LLC and NatCity Investments, Inc. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $203,000,000 aggregate principal amount at maturity of its 9 7/8% Senior Discount Notes Due 2014 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 18, 2004 (the “Indenture”) among the Company and The Bank of New York, a banking corporation organized and duly existing under the laws of the State of New York, as Trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exch
KOPPERS HOLDINGS INC. and [ ], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • July 1st, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
PREFERRED STOCK WARRANT AGREEMENT, dated as of between KOPPERS HOLDINGS INC., a Pennsylvania corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDERCredit Agreement • May 3rd, 2018 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
THIS CREDIT AGREEMENT (as hereafter amended, restated, modified or supplemented from time to time, the “Agreement”) is dated as of February 17, 2017 and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
KOPPERS HOLDINGS INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT- ebitda Performance vesting RECITALSKoppers Holdings Inc. • February 28th, 2024 • Lumber & wood products (no furniture) • Pennsylvania
KOPPERS HOLDINGS INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT- Performance vestingKoppers Holdings Inc. • May 6th, 2016 • Lumber & wood products (no furniture) • Pennsylvania
Koppers Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Parent and the Subsidiary Guarantors listed on the signature pages hereto Exchange and Registration Rights Agreement December 1, 2009Koppers Holdings Inc. • February 19th, 2010 • Lumber & wood products (no furniture) • New York
Koppers Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell (i) to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) and (ii) to an officer of the Company, $300,000,000 in aggregate principal amount of its 7.875% Senior Notes due 2019, which are unconditionally guaranteed by Koppers Holdings Inc. (“Parent”) and by the Subsidiary Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company, Parent and the Subsidiary Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Koppers Holdings Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2006 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
AMENDMENT NO. 2Credit Agreement • October 12th, 2023 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
CREDIT AGREEMENT dated as of June 17, 2022 (this “Agreement”), among KOPPERS HOLDINGS INC., a Pennsylvania corporation (“Holdings”), KOPPERS INC., a Pennsylvania corporation (the “Borrower”), the LENDERS from time to time party hereto, the L/C ISSUERS from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION, as Revolving Administrative Agent, as Collateral Agent and as Swingline Loan Lender and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Administrative Agent.
SIXTH AMENDMENT TO credit agreementCredit Agreement • February 23rd, 2022 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS SIXTH AMENDMENT to credit agreement (this “Amendment”) is dated as of December 28, 2021 (the “Effective Date”) (subject to Paragraph 7 below) and is made by and among Koppers Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors, the Lenders and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (in such capacity, the “Administrative Agent”) under the Agreement (as hereinafter defined).
KOPPERS HOLDINGS INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT- PERFORMANCE VESTING RECITALSKoppers Holdings Inc. • March 1st, 2019 • Lumber & wood products (no furniture) • Pennsylvania
Amendment No. 1 to Treatment Services Agreement Dated February 1, 2002Treatment Services Agreement • May 3rd, 2007 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS AMENDMENT NO. 1 (this “Amendment”) to the Treatment Services Agreement dated January 1,2002 (the “Contract”) between CSX Transportation, Inc. (“CSX”) a Virginia Corporation and Koppers Inc. (formerly known as Koppers Industries, Inc.), a Pennsylvania Corporation (hereinafter called “Koppers”) is effective the first day of February 1, 2007 by and between CSX and Koppers.
KOPPERS HOLDINGS INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT NON-EMPLOYEE DIRECTOR - TIME vestingKoppers Holdings Inc. • August 3rd, 2023 • Lumber & wood products (no furniture) • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008Employment Agreement • February 20th, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS AMENDMENT (“Amendment”) to the Employment Agreement (the “Agreement”) between Koppers Inc. (as successor to Koppers Industries, Inc.) (the “Company”) and Steven R. Lacy (“Executive”) is effective as of January 1, 2009.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2005 • KI Holdings Inc.
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of the 18th day of November, 2004, by and among KOPPERS INC., a Pennsylvania corporation (“Koppers” or the “Surviving Corporation”), MERGER SUB FOR KI INC., a Pennsylvania corporation (“Merger Sub”) (Koppers and Merger Sub being herein sometimes collectively referred to as the “Constituent Corporations”) and KI Holdings Inc., a Pennsylvania corporation (“KI Holdings”).
KEY EMPLOYEE NON-COMPETITION AGREEMENTKey Employee • May 8th, 2017 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
The Employee notifies the Corporation on July 1, 2007 that the Employee plans to voluntarily resign effective January 1, 2008. On January 1, 2008, the Employee will be 54 years old and has been employed by the Corporation and/or an Osmose Affiliate for less than 20 consecutive years. Because the Employee is less than 55 on January 1, 2008, he/she does not meet the definition of “Early Retirement” set forth in Paragraph 6. Therefore, the Employee is not eligible to receive any Retirement Benefit.
300,000,000 Revolving Credit Facility AMENDED AND RESTATED CREDIT AGREEMENT by and among KOPPERS INC. as Borrower THE GUARANTORS PARTY HERETO THE LENDERS PARTY HERETO PNC CAPITAL MARKETS LLC AND RBS GREENWICH CAPITAL as Co-Lead Arrangers PNC CAPITAL...Credit Agreement • February 20th, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of October 31, 2008 and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), and BANK OF AMERICA, N.A., as Documentation Agent, and CITIZENS BANK OF PENNSYLVANIA, FIRST COMMONWEALTH BANK and WELLS FARGO BANK, N.A. , as Syndication Agents.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2005 • KI Holdings Inc. • Pennsylvania
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”), dated as of November 17, 2004, amends that certain Credit Agreement dated as of May 12, 2003, amended by that certain First Amendment to Credit Agreement dated as of October 15, 2003 (the “Credit Agreement”), by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as defined in the Credit Agreement), the BANKS (as defined in the Credit Agreement), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, FLEET NATIONAL BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
AMENDMENT #2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2013 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
This AMENDMENT #2 (the “Amendment”) is made as of the 19th day of December, 2012, by and between Steven Lacy (“Executive”) and Koppers Inc. (the “Company”).
115,000,000 REVOLVING CREDIT FACILITY $10,000,000 TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT by and among KOPPERS INC. and THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and...Credit Agreement • September 12th, 2005 • KI Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.
KOPPERS HOLDINGS INC. 1,610,000 Shares Common Stock ($0.01 par value per Share) Underwriting AgreementKoppers Holdings Inc. • February 28th, 2007 • Lumber & wood products (no furniture) • New York
Each person or entity identified as a selling stockholder, in Schedule C annexed hereto (each, a “Selling Stockholder”) proposes to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”), an aggregate of 1,610,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of Koppers Holdings Inc. a Pennsylvania corporation (the “Company”). The number of Firm Shares to be sold by each Selling Stockholder is the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto. In addition, solely for the purpose of covering over-allotments, the Selling Stockholders identified as “Saratoga Selling Stockholders” in Schedule C annexed hereto (the “Saratoga Selling Stockholders”) propose to grant to the Underwriter the option to purchase from the Saratoga Selling Stockholders up to an additional 241,500 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 5th, 2005 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continuous employment of certain key management personnel of the Company and its affiliates; and
KOPPERS HOLDINGS INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT NON-EMPLOYEE DIRECTOR—TIME VESTINGRestricted Stock Unit Issuance Agreement • March 2nd, 2015 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
KOPPERS HOLDINGS INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • July 1st, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
DEBT SECURITIES WARRANT AGREEMENT, dated as of between KOPPERS HOLDINGS INC., a Pennsylvania corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).
AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008Employment Agreement • February 20th, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS AMENDMENT (“Amendment”) to the Employment Agreement (the “Agreement”) between Koppers Inc. (the “Company”) and Brian H. McCurrie (“Executive”) is effective as of January 1, 2009.
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 7th, 2006 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (the “Consent and Amendment”), dated as of December 2, 2005, amends that certain Amended and Restated Credit Agreement dated as of August 15, 2005 (the “Credit Agreement”), by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as defined in the Credit Agreement), the BANKS (as defined in the Credit Agreement), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.
AMENDMENT #3 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2013 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS AMENDMENT #3 (this “Amendment”) is made as of the 7th day of August, 2013, by and between Steven R. Lacy (“Executive”) and Koppers Inc. (the “Company”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • August 7th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
This Agreement and General Release (“Release”) is entered into by and between BRIAN H. McCURRIE (“Mr. McCurrie”) and KOPPERS INC. (“Koppers”).
EMPLOYMENT AGREEMENT WALTER W. TURNEREmployment Agreement • February 25th, 2013 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
The parties to this Employment Agreement (this “Agreement”) are KOPPERS INC. (the “Company”) and WALTER W. TURNER (“Executive”). The Company desires to retain the services of Executive as President and Chief Executive Officer for a two (2) year period commencing January 1, 2013, and Executive agrees to accept such employment on the terms and conditions set forth below.
ASSET PURCHASE AGREEMENT BY AND BETWEEN TOLKO INDUSTRIES LTD., KOPPERS ASHCROFT INC. and KOPPERS INC. Dated as of January 7, 2014Asset Purchase Agreement • March 3rd, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • British Columbia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), made effective as of January 7, 2014, is entered into by and between TOLKO INDUSTRIES LTD., a Canadian corporation (“Seller”), KOPPERS INC., a Pennsylvania corporation (“Parent”), and KOPPERS ASHCROFT INC. (“Buyer”), a British Columbia corporation and an indirect wholly-owned subsidiary of Parent.
AMENDMENT NO. 1 TO KEY EMPLOYEE NON-COMPETITION AGREEMENTNon-Competition Agreement • May 8th, 2017 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
AMENDMENT NO. 1, made and entered into this 2nd day of April, 2012 between Osmose Holdings, Inc., a Delaware corporation duly organized and validly existing under the laws of the State of Delaware, having a place of business at 980 Ellicott Street, Buffalo., New York 14209, and Stephen C. Reeder, residing at 2870 Clegg Farm Road, Social Circle, Georgia 30025, hereinafter referred to as the “Employee” Unless otherwise specified, the term “Corporation” as used in this Amendment No. 1 shall mean collectively Osmose Holdings, Inc. and all of its subsidiaries and affiliates (“Osmose Affiliates”), and any reference to. Employee’s employment with the Corporation shall be deemed to refer to Employee's employment with the specific Osmose Affiliate for which he/she is employed.
ContractKoppers Holdings Inc. • December 13th, 2005 • Lumber & wood products (no furniture)
KOPPERS HOLDINGS INC. AND [ ], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ]Common Stock Warrant Agreement • July 1st, 2009 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
COMMON STOCK WARRANT AGREEMENT, dated as of [ ]between KOPPERS HOLDINGS INC., a Pennsylvania corporation (the “COMPANY”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “WARRANT AGENT”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 7th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of April 25, 2014 by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • April 14th, 2016 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the "Amendment") is dated as of April 8, 2016 by and among Koppers Inc., a Pennsylvania corporation (the "Borrower"), the Guarantors (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement), and PNC Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent").
