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 INC. SUBSCRIPTION AGREEMENT RE: 7.875% SENIOR NOTES DUE 2019Subscription Agreement • February 19th, 2010 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
This Subscription Agreement (this “Agreement”) is made by and between Koppers Inc., a Pennsylvania corporation (the “Company”), and Mr. Walter W. Turner (“Subscriber”), who is subscribing hereby for $500,000 of 7.875% Senior Notes due 2019 (the “Note”), substantially in the form attached hereto as Exhibit A.
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 19th, 2010 • 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.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 19th, 2010 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • Pennsylvania
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”), dated as of November 18, 2009, amends that certain Amended and Restated Credit Agreement dated as of October 31, 2008 (the “Credit Agreement”), by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as defined in the Credit Agreement), EACH OF THE LENDERS (as defined in the Credit Agreement), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
KOPPERS INC. KOPPERS HOLDINGS INC., as Guarantor AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 7.875% SENIOR NOTES DUE 2019 INDENTURE Dated as of December 1, 2009 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • February 19th, 2010 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
INDENTURE dated as of December 1, 2009 among Koppers Inc., a Pennsylvania corporation, Koppers Holdings Inc., a Pennsylvania corporation, the Subsidiary Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
