KEY EMPLOYEE NON-COMPETITION AGREEMENTNon-Competition Agreement • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
The Employee notifies the Corporation on July 1, 2007 that the Employee plans to voluntarily resign effective January 1, 2008. On January 1, 2008, the Employee will be 54 years old and has been employed by the Corporation and/or an Osmose Affiliate for less than 20 consecutive years. Because the Employee is less than 55 on January 1, 2008, he/she does not meet the definition of “Early Retirement” set forth in Paragraph 6. Therefore, the Employee is not eligible to receive any Retirement Benefit.
AMENDMENT NO. 1 TO KEY EMPLOYEE NON-COMPETITION AGREEMENTNon-Competition Agreement • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
AMENDMENT NO. 1, made and entered into this 2nd day of April, 2012 between Osmose Holdings, Inc., a Delaware corporation duly organized and validly existing under the laws of the State of Delaware, having a place of business at 980 Ellicott Street, Buffalo, New York 14209, and Paul A. Goydan, residing at 2601 Westheimer Road, Apt. C317, Houston, Texas 77098, hereinafter referred to as the “Employee.” Unless otherwise specified, the term “Corporation” as used in this Amendment No. 1 shall mean collectively Osmose Holdings, Inc. and all of its subsidiaries and affiliates (“Osmose Affiliates”), and any reference to Employee’s employment with the Corporation shall be deemed to refer to Employee’s employment with the specific Osmose Affiliate for which he/she is employed.
AMENDMENT TO EMPLOYMENT LETTER AGREEMENTEmployment Agreement • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
THIS AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (“Amendment”) is made and entered into as of JUNE 25, 2014 by and among Osmose, Inc. (the “Company”), Koppers Inc. (“Koppers”) and Paul A. Goydan (“Employee”). The parties are entering into this Amendment in connection with the Stock Purchase Agreement, dated April 13, 2014, by and among the Company, Koppers and the other parties thereto (the “Stock Purchase Agreement”), pursuant to which Osmose Holdings, Inc. agreed to sell the Transferred Business (as defined in the Stock Purchase Agreement) to Koppers.
500,000,000 REVOLVING CREDIT FACILITY $300,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among KOPPERS INC., as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL...Credit Agreement • November 10th, 2014 • 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 August 15, 2014 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”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture)
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 2014, is by and among Koppers Inc. (“Buyer”), Osmose Holdings, Inc. (“Seller”), Osmose, Inc. (“Osmose Chemicals”), and Osmose Railroad Services, Inc. (“Osmose Railroad” and, together with Osmose Chemicals, the “Osmose Entities”). All capitalized terms used but not defined herein have the meaning set forth in the Stock Purchase Agreement, dated as of April 13, 2014, by and among the parties hereto (the “Stock Purchase Agreement”).
SECOND SUPPLEMENTAL INDENTURE Dated as of August 15, 2014 to the INDENTURE Dated as of December 1, 2009 among KOPPERS INC. KOPPERS HOLDINGS INC., AS GUARANTOR, EACH OF THE SUBSIDIARY GUARANTORS PARTY THERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION,...Second Supplemental Indenture • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 2014 (this “Supplemental Indenture”), to the Indenture, dated as of December 1, 2009 (the “Original Indenture” and as supplemented by the First Supplemental Indenture (as defined below) and this Supplemental Indenture, the “Indenture”), among KOPPERS INC., a Pennsylvania corporation (the “Company”), KOPPERS HOLDINGS INC., a Pennsylvania Corporation (the “Parent”), THE SUBSIDIARY GUARANTORS listed on the signature page hereto (collectively, the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
ContractSupplemental Indenture • November 10th, 2014 • Koppers Holdings Inc. • Lumber & wood products (no furniture) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 25, 2010, among Koppers Ventures LLC, a Delaware 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 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”).
