principal amount at maturity KI HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • KI Holdings Inc. • New York
KI Holdings Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., UBS Securities LLC and NatCity Investments, Inc. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $203,000,000 aggregate principal amount at maturity of its 9 7/8% Senior Discount Notes Due 2014 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 18, 2004 (the “Indenture”) among the Company and The Bank of New York, a banking corporation organized and duly existing under the laws of the State of New York, as Trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exch
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2005 • KI Holdings Inc.
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”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2005 • KI Holdings Inc. • 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.
