SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.9
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 17, 2018, among each of the following entities:
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ENTITY |
STATE OF FORMATION
|
|
Xxx Industries, Inc. |
South Carolina |
|
Cox Wood Preserving Company |
South Carolina |
|
Structural Xxxxx Preserving Co. |
North Carolina |
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Cove City Wood Preserving, Inc. |
North Carolina |
|
Carolina Pole, Inc. |
South Carolina |
|
North-South Wood Preserving Company, Inc. |
South Carolina |
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Carolina Pole Xxxxxx, Inc. |
North Carolina |
|
Leland Land LLC |
North Carolina |
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Cox Xxxx of Alabama, LLC |
Alabama |
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Xxx Wood of Virginia, LLC |
Virginia |
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National Wood Sourcing, LLC |
South Carolina |
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Sustainable Management Systems, LLC |
South Carolina |
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Atlantic Pole-Georgia, LLC |
South Carolina |
|
Atlantic Pole-Virginia, LLC |
South Carolina |
|
Cox Recovery Services, LLC |
South Carolina |
|
Ruby’s Corner, LLC |
South Carolina |
|
Sweetwater Wood Holdings, LLC |
South Carolina |
(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 Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 25, 2017 providing for the issuance of 6.00% Senior Notes due 2025 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.
4.NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
5.NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6.COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
301659566_1
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: April 17, 2018
XXX INDUSTRIES, INC.
By/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
XXX WOOD PRESERVING COMPANY
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
STRUCTURAL XXXXX PRESERVING CO.
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
COVE CITY WOOD PRESERVING, INC.
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
CAROLINA POLE, INC.
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
NORTH - SOUTH WOOD PRESERVING COMPANY, INC.
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
[Koppers - Signature Page to Second Supplemental Indenture]
CAROLINA POLE XXXXXX, INC.
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
XXXXXX LAND LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
XXX XXXX OF ALABAMA, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
XXX WOOD OF VIRGINIA, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
NATIONAL WOOD SOURCING, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
SUSTAINABLE MANAGEMENT SYSTEMS LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
ATLANTIC POLE - GEORGIA, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
[Koppers - Signature Page to Second Supplemental Indenture]
ATLANTIC POLE - VIRGINIA, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
XXX RECOVERY SERVICES, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
RUBY’S CORNER, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
SWEETWATER WOOD HOLDINGS, LLC
By /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
KOPPERS INC.
By/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
By/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
[Koppers - Signature Page to Second Supplemental Indenture]
Subsidiary Guarantors:
KOPPERS DELAWARE, INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
KOPPERS CONCRETE PRODUCTS, INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
CONCRETE PARTNERS, INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
KOPPERS WORLD-WIDE VENTURES CORPORATION,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Vice President
KOPPERS ASIA LLC,
a Delaware limited liability company
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
[Koppers - Signature Page to Second Supplemental Indenture]
KOPPERS VENTURES INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer and Assistant Secretary
KOPPERS PERFORMANCE CHEMICALS INC.,
a New York corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
KOPPERS RAILROAD STRUCTURES INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
KOPPERS NZ LLC,
a New York limited liability company
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Authorized Person
KOPPERS-NEVADA LIMITED-LIABILITY COMPANY,
a Nevada limited-liability company
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Authorized Person
WOOD PROTECTION MANAGEMENT LLC,
a Nevada limited-liability company
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Authorized Person
[Koppers - Signature Page to Second Supplemental Indenture]
WOOD PROTECTION LP,
a Texas limited partnership
By: WOOD PROTECTION MANAGEMENT LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Authorized Person
M.A. ENERGY RESOURCES, LLC
By:/s/ Xxxxxx X. Xxxxxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxxxxx-Xxxxxx
Title: Treasurer
[Koppers - Signature Page to Second Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By/s/ Xxxx Xxxxxxxx
Authorized Signatory
[Koppers - Signature Page to Second Supplemental Indenture]
