ARTICLE TWO THE NOTES SECTION 2.01. Form and Dating......................................... 23 SECTION 2.02. Execution and Authentication; Aggregate Principal Amount 24 SECTION 2.03. Registrar and Paying Agent.............................. 25 SECTION...Indenture • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • New York
by and amongStockholders' Agreement • December 22nd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
Exhibit 10.19 CONSULTING AGREEMENT --------------------Consulting Agreement • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
Exhibit 4.4 ------------------------------------------------------------------- ------------- REGISTRATION RIGHTS AGREEMENT Dated as of December 1, 1997Registration Rights Agreement • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • New York
Exhibit 10.28 CREDIT AGREEMENT dated as of November 24, 1997Credit Agreement • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
by and among KOPPERS INC. andCredit Agreement • August 4th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
FORM T-1Trust Indenture • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture)
KOPPERS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • New York
Koppers Inc., a Pennsylvania corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC, USB Securities LLC, PNC Capital Markets, Inc., NatCity Investments, Inc., Fleet Securities, Inc., The Royal Bank of Scotland and Wachovia Securities, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $320,000,000 aggregate principal amount of its 9 7/8% Senior Secured Notes Due 2013 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) on a senior secured basis by each of the Issuer’s subsidiaries set forth on Schedule A to the Purchase Agreement (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of October 15, 2003, (the “Indenture”) among the Issuer, the Guarantors named therein and J.P. Morgan Trust Company, N.A. (the “Trustee”). As an inducement to the Initial
Exhibit 10.29 ADVISORY SERVICES AGREEMENT --------------------------- This Advisory Services Agreement (the "Agreement") is made as of December 1, 1997 by and between Koppers Industries, Inc., a Pennsylvania corporation (the "Company"), and Saratoga...Advisory Services Agreement • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
Exhibit 1.1 KOPPERS INDUSTRIES, INC. $175,000,000 9-7/8% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT ------------------Purchase Agreement • December 23rd, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • New York
AGREEMENTEmployment Agreement • November 13th, 1996 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
Agreement for Sale of Shares BHP NOMINEES NO. 3 PTY LTD ("Vendor") THE BROKEN HILL PROPRIETARY COMPANY LIMITED ("BHP") KOPPERS INDUSTRIES, INC. ("Purchaser")Agreement for Sale of Shares • December 15th, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture) • Victoria
Exhibit 2.2 Dated 2 December 1997 VARIATION AGREEMENTVariation Agreement • December 15th, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture)
Exhibit 10.9 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of October 15, 2003, among PNC BANK, NATIONAL ASSOCIATION, as Credit Agent, JPMorgan Chase bank, as Trustee, KOPPERS INC. and each SUBSIDIARY GUARANTOR listed on Schedule I hereto....Intercreditor Agreement • January 13th, 2004 • Koppers Inc • Lumber & wood products (no furniture) • New York
Exhibit 10.30 December 16, 1999 Robert Cizik Cizik LLC Texas Commerce Tower 600 Travis, Suite 3628 Houston, Texas 77002 Dear Bob: This letter agreement (the "Agreement") outlines the terms relating to Koppers Industries, Inc.'s ("Koppers" or the...Senior Advisor Agreement • March 22nd, 2000 • Koppers Industries Inc • Lumber & wood products (no furniture) • Pennsylvania
Amendment No. 1 to Treatment Services Agreement Dated February 1, 2002Treatment Services Agreement • May 3rd, 2007 • Koppers 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.
AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008Employment Agreement • February 20th, 2009 • Koppers 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 MERGERMerger Agreement • March 18th, 2005 • Koppers Inc • Lumber & wood products (no furniture)
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”).
EMPLOYMENT CONTRACT BRIAN H. McCURRIEEmployment Agreement • March 18th, 2004 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
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.
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 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 • March 18th, 2005 • Koppers Inc • Lumber & wood products (no furniture) • 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.
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 • November 14th, 2005 • Koppers 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.
AMENDMENT TO EMPLOYMENT AGREEMENT December 19, 2008Employment Agreement • February 20th, 2009 • Koppers 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.
CONFIDENTIAL AGREEMENT AND GENERAL RELEASEConfidential Agreement and General Release • March 18th, 2004 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
This Confidential Agreement and General Release (“Agreement”) is entered into by and between DONALD E. DAVIS (“Mr. Davis”) and KOPPERS INC. (“Koppers”).
TIMBER TIE TREATING AGREEMENTTimber Tie Treating Agreement • May 6th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Illinois
This Timber Tie Treating Agreement (“Agreement”), effective as of April 28, 2003, is entered into between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation (“BNSF”), and KOPPERS INC., a Pennsylvania corporation (“Koppers”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”), dated as of October 15, 2003, amends that certain Credit Agreement dated as of May 12, 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.
THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 18th, 2005 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
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).
Mr. Robert Cizik 8839 Harness Creek Lane Houston, TX 77024Consulting Agreement • December 27th, 2005 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
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.
Exhibit 10.39 Note: An asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately. CARBON PITCH SUPPLY AGREEMENT TENNESSEE, BADIN, BECANCOUR, EASTALCO, LAKE CHARLES,...Carbon Pitch Supply Agreement • August 4th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
ContractMemorandum of Agreement • November 12th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Nebraska
Note: An asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately.
EMPLOYMENT CONTRACT August 1, 2001Employment Agreement • March 5th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
The parties to this Employment Agreement (this “Agreement”) are Koppers Industries, Inc. (the “Company”), a Pennsylvania corporation with its principal offices at 436 Seventh Avenue, Pittsburgh, PA 15219-1800 and Robert H. Wombles (“Executive”), whose address is 3349 Oaknoll Road, Gibsonia, Pennsylvania 15044. The Company desires to continue the services of Executive as Vice-President, Technology and Executive desires to accept such continuation of employment on the terms and conditions set forth below.
AGREEMENTSales Contract • November 12th, 2003 • Koppers Inc • Lumber & wood products (no furniture) • Ohio
THIS AGREEMENT, effective on the 2nd day of September, 2003, with a term commencing on the 1st day of January, 2004, by and between ISG Cleveland Inc., a Delaware corporation having offices at 3060 Eggers Avenue, Cleveland, OH 44105 (hereinafter called “Buyer”) and Koppers Monessen Partners LP, a Delaware limited partnership having offices at 436 Seventh Avenue, Pittsburgh, Pennsylvania 15219-1800 (hereinafter called “Seller”).
RECITALS:Treatment Services Agreement • October 30th, 2002 • Koppers Industries Inc • Lumber & wood products (no furniture) • Florida
VOLUME TREATMENT AGREEMENT This Volume Treatment Agreement (the "Agreement") is entered into between CSX Transportation, Inc. ("CSXT") and Koppers Industries, Inc. ("KII") as of January 30, 1997. 1. In each of the five successive twelve- month periods...Volume Treatment Agreement • March 31st, 1997 • Koppers Industries Inc • Lumber & wood products (no furniture)
AMENDMENT AND RESTATEMENT TOAsset Purchase Agreement • August 6th, 2004 • Koppers Inc • Lumber & wood products (no furniture) • Pennsylvania
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”).
