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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2018 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of February 26, 2018 by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement (as hereinafter defined)), the LENDERS (as defined in the Credit Agreement), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 3rd, 2018 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 7, 2018, among M.A. Energy Resources, LLC, a Kansas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Koppers Inc. (or its permitted successor), a Pennsylvania corporation (the “Issuer”), the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among KOPPERS INC., COHIBA ONE INC., COX INDUSTRIES, INC., THE SELLING SHAREHOLDERS, and R. MICHAEL JOHNSON, as the SHAREHOLDER REPRESENTATIVE Dated as of April 10, 2018Agreement and Plan of Merger • May 3rd, 2018 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2018 (this “Agreement”), is entered into by and among Koppers Inc., a Pennsylvania corporation (“Buyer”), Cohiba One Inc., a South Carolina corporation and a newly formed direct wholly-owned subsidiary of Buyer (“Merger Sub”), Cox Industries, Inc., a South Carolina corporation (the “Company”), R. Michael Johnson, as the Shareholder Representative, and the shareholders of the Company as set forth on Schedule A (each a “Selling Shareholder” and, together, the “Selling Shareholders”). Buyer, Merger Sub, the Company, the Selling Shareholders, and the Shareholder Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement that are not otherwise defined in context are defined in Section 9.1 of this Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 3rd, 2018 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
(each a “Guaranteeing Subsidiary”), and each a subsidiary of Koppers Inc. (or its permitted successor), a Pennsylvania corporation (the “Issuer”), the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
