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
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.
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.
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”).
