Koppers Inc Sample Contracts

Koppers Inc – 2009 - Senior Management Corporate Incentive Plan Purpose: The purpose of the Koppers Senior Management Corporate Incentive Plan is three fold: (May 7th, 2009)

To stimulate these employees to use their innate creativity and entrepreneurial thinking in carrying out the responsibilities of their present assignments.

Koppers Inc – 2009 – Management Incentive Plan (also called “KVA Plan”) (May 7th, 2009)

To be eligible for participation in the Koppers Inc. Management Incentive Plan, an employee must meet the following criteria:

Koppers Inc – AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008 (February 20th, 2009)

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.

Koppers Inc – KOPPERS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I As Amended and Restated Effective as of January 1, 2009 (February 20th, 2009)

The purpose of the Koppers Inc. Supplemental Executive Retirement Plan I (formerly named the Koppers Industries, Inc. Retirement Income Restoration Plan) is to permit select members of management and highly compensated employees to supplement retirement benefits payable from the Retirement Plan for Koppers Inc. (the “Retirement Plan”).

Koppers Inc – AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008 (February 20th, 2009)

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.

Koppers Inc – KOPPERS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II Amended and Restated as of January 1, 2009 (February 20th, 2009)

Koppers Inc. (the “Company”) recognizes that the Internal Revenue Service limitations on compensation that may be taken into account for purposes of determining retirement benefits under a retirement plan qualified under Section 401(a) of the Internal Revenue Code may prevent some key employees from realizing sufficient benefits from the Company’s qualified retirement plan. The purpose of the Koppers Inc. Supplemental Executive Retirement Plan II (formerly named the Koppers Industries, Inc. Supplemental Executive Retirement Plan II) is to acknowledge and reward certain key employees of the Company for their efforts on behalf of the Company by providing additional post employment income to such key employees in order to facilitate their attainment of adequate levels of retirement income.

Koppers Inc – AMENDMENT TO THE RETIREMENT PLAN FOR KOPPERS INC. (February 20th, 2009)

Except as otherwise provided below, the provisions of this Annex I shall be effective as of the Limitation Year beginning on January 1, 2008. The limitations, adjustments and other requirements prescribed herein shall at all times comply with the provisions of Code Section 415 and the final regulations thereunder, the terms of which are specifically incorporated herein by reference. These provisions shall supersede the provisions of the Plan to the extent they are inconsistent with the provisions of this Annex I.

Koppers Inc – $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 MARKETS LLC, BANC OF AMERICA SECURITIES LLC AND RBS GREENWICH CAPITAL, as Joint Bookrunners PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent 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 Dated as of October 31, 2008 (February 20th, 2009)

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.

Koppers Inc – AMENDMENT TO THE KOPPERS HOLDINGS INC. BENEFIT RESTORATION PLAN (February 20th, 2009)

WHEREAS, Koppers Holdings Inc. (the “Company”) sponsors the Benefit Restoration Plan for the benefit of certain key employees;

Koppers Inc – AMENDMENT TO THE EMPLOYEE SAVINGS PLAN OF KOPPERS INC. AND SUBSIDIARIES (February 20th, 2009)
Koppers Inc – PURCHASE AGREEMENT dated as of August 3, 2008 by and among KOPPERS INC., CARBON INVESTMENTS, INC., and ARCELORMITTAL S.A. (November 6th, 2008)

THIS PURCHASE AGREEMENT, dated as of August 3, 2008 (this “Agreement”), by and among Koppers Inc., a Pennsylvania corporation (“Koppers”), Carbon Investments, Inc., a Delaware corporation (“CI” and, together with Koppers, “Sellers”), which is a party to this Agreement solely for the purpose of being bound by Article II and Sections 3.3, 6.6, 12.2, 13.1 and 15.2 of this Agreement and making the representations and warranties in Sections 4.2(b), 4.4(b), 4.4(d) and 4.7(b) of this Agreement, and ArcelorMittal S.A., a société anonyme organized under the laws of Luxembourg, acting directly or through its designee (“Buyer”).

Koppers Inc – Amendment No. 1 to Treatment Services Agreement Dated February 1, 2002 (May 3rd, 2007)

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 Inc – Dear Bob: (December 27th, 2005)

As you know, on October 15, 1999, you entered into a consulting agreement (the “Consulting Agreement”) with Koppers Inc., a copy of which is attached hereto as Exhibit A, whereby you agreed to provide certain services to Koppers Inc. (as more specifically described in the Consulting Agreement) and Koppers Inc. agreed to pay you certain compensation for such services.

Koppers Inc – News Release (December 8th, 2005)

PITTSBURGH, December 7, 2005 – The Board of Directors of Koppers Inc. declared a dividend of $3,022,913 to its parent company, Koppers Holdings Inc. The dividend will be paid on or about December 13, 2005.

Koppers Inc – KOPPERS INC. as Issuer, The GUARANTORS named herein and JPMORGAN CHASE BANK, NA as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 2, 2005 to INDENTURE Dated as of October 15, 2003 9⅞% Senior Secured Notes due 2013 (December 5th, 2005)

FIRST SUPPLEMENTAL INDENTURE, dated as of December 2, 2005 (the “Supplemental Indenture”), to the Indenture, dated as of October 15, 2003 (the “Indenture”) among Koppers Inc., a corporation organized under the laws of Pennsylvania (the “Company”), the Guarantors party thereto and JPMorgan Chase Bank, NA (formerly known as JPMorgan Chase Bank), as Trustee (the “Trustee”).

Koppers Inc – Koppers Inc. Receives Requisite Consents In Solicitation Of Its 9⅞% Senior Secured Notes Due 2013 (December 5th, 2005)

PITTSBURGH, December 2, 2005 - Koppers Inc. (“Koppers” or the “Company”) today announced that as of 5:00 p.m., New York City time, on December 1, 2005, in connection with its previously announced consent solicitation for its 9⅞% Senior Secured Notes due 2013 (the “Notes”), it had received the requisite consents from registered holders of the Notes to amend certain provisions of the indenture governing the Notes (the “Indenture”).

Koppers Inc – News Release (November 16th, 2005)

PITTSBURGH, November 15, 2005 – Sales for the nine months ended September 30, 2005 were $767.9 million as compared to $720.7 million for the first nine months of 2004. The increase in sales of $47.2 million or 6.5% reflects higher sales from both Carbon Materials & Chemicals and Railroad & Utility Products segments. Income before interest expense, income taxes and minority interest (EBIT) for the first nine months of 2005 was $58.4 million as compared to $50.8 million for the same period in 2004. The $7.6 million or 15.0% increase in EBIT reflects increased profits due to improved market conditions and product mix in the U.S. carbon materials and chemicals and railroad and utility businesses, and $2.8 million of insurance reserve reversals, partially offset by dry-docking expenses in Australia, charges relating to the New Zealand Commerce Commission anti-trust investigation, and increased environmental remediation reserves in Australia.

Koppers Inc – $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 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 Dated as of August 15, 2005 (November 14th, 2005)

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 Inc – News Release (August 15th, 2005)

PITTSBURGH, August 12, 2005 – Sales for the six months ended June 30, 2005 were $498.3 million as compared to $476.9 million for the first six months of 2004. The increase in sales of $21.4 million or 4.5% is primarily a result of increased sales of $20.6 million to the U.S. carbon materials and chemicals markets. Income before interest expense, income taxes and minority interest (EBIT) for the first six months of 2005 was $36.2 million as compared to $31.9 million for the same period in 2004. The $4.3 million or 13.5% increase in EBIT reflects increased profits due to improved market conditions and product mix in the U.S. carbon materials and chemicals and railroad and utility business, partially offset by charges relating to the Koppers Arch anti-trust investigation and increased environmental remediation reserves in Australia.

Koppers Inc – News Release (August 2nd, 2005)

PITTSBURGH, Pa., August 1, 2005 – On July 28, the Board of Directors of Koppers Inc. declared a dividend of $13 million to its parent company, KI Holdings Inc. The dividend will be paid on or about August 5, 2005.

Koppers Inc – News Release (May 13th, 2005)

PITTSBURGH, May 12, 2005 – Sales for the quarter ended March 31, 2005 were $232.0 million as compared to $227.4 million for the prior year. The increase in sales of $4.6 million is a result of increased pricing from the US carbon materials and chemicals markets due primarily to higher raw materials costs, which more than offset lower volumes of railroad crossties in the US. Earnings before interest and taxes (EBIT) for the quarter were $15.0 million as compared to $10.8 million in 2004. The $4.2 million or 39% increase in 2005 EBIT compared to 2004 reflects increased profitability from the product mix in the US and Australasian carbon materials and chemicals businesses, which more than offset lower profits from the US railroad and utility businesses.

Koppers Inc – News Release (March 24th, 2005)

PITTSBURGH, March 24, 2005 – Sales of Koppers Inc. for the year ended December 31, 2004 were $952.5 million as compared to $842.9 million for the prior year. The increase in sales of $109.6 million or 13% is a result of increased sales in the US carbon materials and chemicals and railroad businesses of $71.7 million as well as higher sales in Australasia of $39.0 million, including $25.5 million from the consolidation of Chinese operations, and from favorable exchange conversion rates. Earnings before interest and taxes (EBIT) for the year were $65.1 million as compared to $19.1 million in 2003 with 2004 profits being positively impacted by increased volumes and margins in the US as well as Australasia. The 2003 EBIT results were adversely affected by special charges totaling $17.6 million, including, among others, $12.1 million of charges for restructuring and related costs associated with the US carbon materials and chemicals business.

Koppers Inc – THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT (March 18th, 2005)

THIS THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of the 18th day of November, 2004, by and among KOPPERS INC., a Pennsylvania corporation (“Koppers”), KI HOLDINGS INC., a Pennsylvania corporation (“Holdings”), SARATOGA PARTNERS III, L.P., a Delaware limited partnership (“Saratoga”) and the Representatives of the Management Investors (as defined in the Stockholders’ Agreement).

Koppers Inc – AGREEMENT AND PLAN OF MERGER (March 18th, 2005)

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”).

Koppers Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (March 18th, 2005)

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.

Koppers Inc – News Release (November 5th, 2004)

PITTSBURGH, November 2, 2004 – Sales for the nine months ended September 30, 2004 were $720.7 million as compared to $624.8 million for the first nine months of 2003. The increase in sales of $95.9 million or 15.3% is a result of increased sales in the US railroad and carbon material and chemical businesses of $55.6 million as well as higher sales of $20.2 million from the consolidation of Chinese operations effective January 1, 2004. Earnings before interest and taxes (EBIT) for the first nine months of 2004 were $50.8 million as compared to $27.3 million for the same period in 2003 reflecting increased sales and profits in the US and Australasia, of which $4.0 million relates to operations in China. EBIT for 2003 included $5.1 million for plant closure, severance charges and a receivable write-off due to bankruptcy.

Koppers Inc – KOPPERS INC. 2004 RESTRICTED STOCK UNIT PLAN (November 2nd, 2004)
Koppers Inc – AMENDMENT AND RESTATEMENT TO (August 6th, 2004)

This Amendment and Restatement (this “Amendment”) to Article VII of that certain Asset Purchase Agreement (the “APA”) dated December 28, 1988 by and between KOPPERS INC., f/k/a Koppers Industries, Inc., a Pennsylvania corporation (“Purchaser”), and BEAZER EAST, INC., f/k/a Koppers Company, Inc., a Delaware corporation (“Seller”) is made this 15th day of July, 2004 (the “Extension Date”).

Koppers Inc – News Release (August 6th, 2004)

PITTSBURGH, August 5, 2004 – Sales and Earnings before interest and taxes (EBIT) for the second quarter of 2004 were $249.5 million and $21.1 million, respectively, compared to second quarter 2003 sales and EBIT of $219.4 million and $10.2 million, respectively. The second quarter of 2004 EBIT increase relates primarily to higher volumes and margins from the global carbon materials and chemicals business. Net income for the second quarter of 2004 was $4.8 million compared to net income of $2.2 million for the second quarter of 2003.

Koppers Inc – News Release Koppers Inc. (July 14th, 2004)

PITTSBURGH, Pa., July 13, 2004 – The Board of Directors of Koppers Inc. has declared a dividend of $8.5 million with respect to Koppers Common and Preferred Stock. The dividend will be paid on or about July 20, 2004 to shareholders of record of Koppers Common and Preferred Stock as of the close of business on July 16, 2004.

Koppers Inc – News Release Koppers Inc. 436 Seventh Avenue Pittsburgh, PA 15219-1800 412-227-2001 www.koppers.com (June 2nd, 2004)

This news release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful.

Koppers Inc – CONFIDENTIAL AGREEMENT AND GENERAL RELEASE (March 18th, 2004)

This Confidential Agreement and General Release (“Agreement”) is entered into by and between DONALD E. DAVIS (“Mr. Davis”) and KOPPERS INC. (“Koppers”).

Koppers Inc – [Koppers logo] Steven R. Lacy Vice President Law & Human Resources and Secretary Koppers Inc. 436 Seventh Ave. Pittsburgh, PA 15219 Tel 412 227 2889 Fax 412 227 2333 LacySR@koppers.com www.koppers.com (March 18th, 2004)

Koppers Inc. (“Koppers”) is pleased to offer you a transfer to the United States as an International Service Assignee, as defined in the International Long-Term Assignment Policy of Koppers Australia (the “International Assignment Policy”).

Koppers Inc – EMPLOYMENT CONTRACT BRIAN H. McCURRIE (March 18th, 2004)

The parties to this Employment Agreement (this “Agreement”) are Koppers Inc. (the “Company”) and Brian H. McCurrie (“Executive”). The Company desires to retain the services of Executive as Vice President & Chief Financial Officer and Executive desires to accept such employment on the terms and conditions set forth below.

Koppers Inc – News Release Koppers Inc. 436 Seventh Avenue (December 22nd, 2003)

PITTSBURGH, Pa., December 19, 2003 – The Board of Directors of Koppers Inc. has declared a dividend of $25 million with respect to Koppers Common and Preferred Stock. The dividend will be paid on or about January 8, 2004 to shareholders of record of Koppers Common and Preferred Stock as of the close of business on December 30, 2003.