EX-10.96



 Exhibit 10.96 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER (the “Amendment”), dated as of December 17, 2014 by and
among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in
such capacity, the “Administrative Agent”). 
 WITNESSETH: 

WHEREAS, this Amendment, amends that certain Credit Agreement dated as of August 15, 2014 (the “Credit Agreement”). 

WHEREAS, Borrower has requested that the Lenders (i) modify the definition of Fixed Charge Coverage Ratio in the Credit Agreement and
(ii) address certain corporate restructuring matters, and the Administrative Agent and the Lenders have agreed to such modifications as described in this Amendment. Capitalized terms not otherwise defined in this Amendment have the meanings
given to them in the Credit Agreement. 
 NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements
herein contained and intending to be legally bound hereby, covenant and agree as follows: 
 1. Recitals. The foregoing recitals are
true and correct and incorporated herein by reference. 
 2. Amendments to the Credit Agreement. 

(a) Section 1.1 [Defined Terms]. Section 1.1 of the Credit Agreement is hereby amended to include the
following defined terms in their appropriate alphabetical positions: 
 Foreign Restructuring shall mean the transfer
of equity interests among certain Loan Parties and their Subsidiaries substantially in accordance with the narrative set forth on Schedule 1.1(F) attached hereto. 

Foreign Restructuring Completion Date shall mean the date on which the Foreign Restructuring is completed, but such date
shall not be later than May 31, 2015, as such date may be extended by the Administrative Agent in its reasonable discretion. 







 Foreign Restructuring Taxes shall mean cash taxes (net of foreign tax
credits) in an amount not to exceed $16 million incurred in connection with the Foreign Restructuring. 
 Koppers NZ
shall mean Koppers NZ LLC (f/k/a Osmose NZ, LLC), a New York limited liability company. 
 (b) Section 1.1 [Defined
Terms]. Section 1.1 of the Credit Agreement is hereby amended to amend and restate the following defined term in its entirety: 

Fixed Charge Coverage Ratio shall mean the ratio of (i) Consolidated EBITDA minus Capital Expenditures of
Holdings and its Subsidiaries minus cash taxes (other than Foreign Restructuring Taxes) of Holdings and its Subsidiaries, to (ii) Fixed Charges. 

(c) Section 8.1.16 [Foreign Restructuring Matters]. Section 8.1 of the Credit Agreement is hereby amended to
add a new Section 8.1.16 immediately following Section 8.1.15 as follows: 
 8.1.16 Foreign Restructuring
Matters. The Loan Parties shall, within two (2) days of the Foreign Restructuring Completion Date, execute and deliver to the Collateral Agent an amended and restated Pledge Agreement in form and substance satisfactory to the Administrative
Agent pursuant to which the Loan Parties will pledge all of the equity interests held by the Loan Parties of each then existing directly or indirectly wholly-owned Subsidiary (which pledge, in the case of the pledge of the voting capital stock of
any first tier Foreign Subsidiary, shall be limited to 65% of the voting capital stock of such Foreign Subsidiary). 
 (d)
Section 8.2.4(vi) [Loans and Investments]. Effective upon the Foreign Restructuring Completion Date, Section 8.2.4(vi) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(vi) loans and advances to, and investments in, Foreign Subsidiaries created or acquired after the Foreign Restructuring
Completion Date, and additional loans and advances to, and investments in, Foreign Subsidiaries in existence on the Foreign Restructuring Completion Date in excess of the amount of such investments in such Foreign Subsidiaries listed on
Schedule 8.2.4, in an aggregate amount not exceeding $100,000,000 at any one time outstanding; 
 (e)
Section 8.2.4(vii) [Loans and Investments]. Section 8.2.4(vii) of the Credit Agreement is hereby amended by replacing the parenthetical “(excluding any loans and advances to, and investments in, Foreign Subsidiaries created
after the Closing Date pursuant to clause (vi) of this Section 8.2.4)” and in its stead inserting the 

  
 2 








 
parenthetical “(excluding any loans and advances to, and investments in, Foreign Subsidiaries created after the Foreign Restructuring Completion Date pursuant to clause (vi) of this
Section 8.2.4)”. 
 (f) Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. Clause
(i) of Section 8.2.6 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(i)(a) any Loan Party other than the Borrower may consolidate or merge into the Borrower or into another Loan Party which
is wholly-owned by one or more of the other Loan Parties and (b) Koppers NZ may be dissolved in connection with the Foreign Restructuring; 

(g) Section 8.2.7 [Dispositions of Assets or Subsidiaries]. Clause (vi) of Section 8.2.7 of the Credit
Agreement is hereby amended by deleting the word “or” at the end thereof, and the following clauses (vii) and (viii) are hereby inserted in Section 8.2.7 of the Credit Agreement in lieu of existing clause (vii): 

(vii) any sale or transfer made in connection with the Foreign Restructuring; or 

(viii) provided no Event of Default or Potential Default exists, any sale, transfer or lease of assets, other than those
specifically excepted pursuant to clauses (i) through (vii) above, which in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets, involves the sale, transfer, or lease of assets having a book
value of not more than twenty-five percent (25%) of the Consolidated Net Tangible Assets during the term of this Agreement (in each case, measured with respect to a series of sales, transfers or leases of assets on the day of the first sale);
provided however, the Net Cash Proceeds of any such sale, transfer or lease of assets under this clause (vii) shall be applied as a mandatory prepayment in accordance with Section 5.7.1 hereof [Asset Sales and Recovery Events]. 

(h) Amendment to add Schedule 1.1(F) [Foreign Restructuring]. The Credit Agreement is hereby amended to add a new
Schedule 1.1(F) to the Credit Agreement as set forth on Annex A hereto. 
 (i) Amendment of
Schedule 6.1.1 [Qualifications to do Business]. Effective upon the Foreign Restructuring Completion Date, Schedule 6.1.1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex B hereto.

 (j) Amendment of Schedule 6.1.3 [Subsidiaries]. Effective upon the Foreign Restructuring Completion Date,
Schedule 6.1.3 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex C hereto. 

  
 3 








 (k) Amendment of Schedule 6.1.17 [Partnership Agreements; LLC
Agreements. Effective upon the Foreign Restructuring Completion Date, Schedule 6.1.17 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex D hereto. 

(l) Amendment of Schedule 8.2.4 [Permitted Loans and Investments]. Effective upon the Foreign Restructuring
Completion Date, Schedule 8.2.4 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex E hereto. 

3. Consents, Waivers and Releases. Subject to the satisfaction of the conditions precedent set forth in Section 4 below and in
reliance on the representations, warranties and covenants set forth in Section 5 below, the Lenders hereby consent (to the extent such consent is required under the Credit Agreement) to the Foreign Restructuring and waive (solely to the extent
necessary to permit the consummation of Foreign Restructuring) any covenant or other restriction set forth in the Credit Agreement or any other Loan Document, which would otherwise restrict the consummation of the Foreign Restructuring. Without
limiting the generality of the foregoing, subject to the satisfaction of the conditions precedent set forth in Section 4 below and in reliance on the representations, warranties and covenants set forth in Section 5 below, the Lenders
hereby waive, prior to the Foreign Restructuring Completion Date and solely with respect to those matters arising due to the Foreign Restructuring having commenced but not having been completed, the requirement under Section 6.2 of the Credit
Agreement that the Borrower promptly provide revisions or updates to Schedules to correct any information or disclosures provided thereon that have become outdated or incorrect in any material respect. 

In addition, the Loan Parties and the Lenders hereby acknowledge that the equity interests, debt instruments and evidences of indebtedness
being transferred among the Loan Parties in connection with the Foreign Restructuring (other than the Released Assets (as hereinafter defined)) will be transferred subject to the security interests of the Collateral Agent and that, after giving
effect to the Foreign Restructuring, such security interests shall remain in full force and effect. Subject to the satisfaction of the conditions precedent set forth in Section 4 below and in reliance on the representations, warranties and
covenants set forth in Section 5 below, the Lenders hereby consent (i) to the execution and delivery by the Administrative Agent on behalf of the Lenders of such amendments or amendment and restatements of the Pledge Agreement and/or the
Security Agreement as the Administrative Agent may determine to be necessary or appropriate to ratify and confirm the continuation of the security interests of the Administrative Agent in the equity interests, debt instruments and evidences of
indebtedness referred to in the preceding sentence or otherwise in connection with the Foreign Restructuring, all such amendments and/or amendments and restatements to be in form and substance satisfactory to the Administrative Agent, and
(ii) to the release by the Collateral Agent of its Liens on (A) certain of the equity interests being transferred in connection with the Foreign Restructuring due to the issuers of such equity interests no longer constituting first tier
Foreign Subsidiaries of the Loan Parties and (B) certain debt instruments and evidences of indebtedness due to the holders of such debt instruments and evidences of indebtedness having contributed, assigned or otherwise transferred the same to
their Subsidiaries (collectively, the “Released Assets”), in each case, solely to the extent necessary to effectuate the Foreign Restructuring, such releases to be in form and substance satisfactory to the Administrative Agent. 


  
 4 








 The parties acknowledge and agree that the foregoing consents and waivers constitute consents and
waivers of the restrictions of the Credit Agreement and the other Loan Documents solely with respect to the Foreign Restructuring and do not constitute a consent or a waiver of any term or provision of the Credit Agreement or any other Loan Document
for any other purpose or on any other occasion, do not constitute an amendment to any term or provision of the Credit Agreement or any other Loan Document and do not constitute a waiver of any Default or Event of Default which may now exist or
hereafter arise or occur. 
 4. Conditions Precedent. The Borrower, the Guarantors and the Lenders acknowledge that this Amendment
shall not be effective until the date each of the following conditions precedent has been satisfied: 
 (a) The Borrower, the
Guarantors, the Required Lenders, and the Administrative Agent shall have executed, and delivered to the Administrative Agent, this Amendment; 

(b) Since December 31, 2013, no Material Adverse Change shall have occurred with respect to the Borrower or any of the
Guarantors; 
 (c) No default or event of default shall have occurred or will occur under the terms of any other agreement
involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor as a result of and after giving effect to the transactions
contemplated by this Amendment; 
 (d) The Borrower and the Guarantors shall have obtained all approvals and consents
necessary to consummate the transactions contemplated by this Amendment; 
 (e) The Borrower shall have paid to the
Administrative Agent all fees required to be paid in connection with this Amendment, and the Borrower shall have reimbursed the Administrative Agent all fees and expenses, including without limitation, attorneys’ fees, for which the
Administrative Agent is entitled to be reimbursed; and 
 (f) All legal details and proceedings in connection with the
transactions contemplated by this Amendment and all other Loan Documents to be delivered to the Lenders shall be in form and substance reasonably satisfactory to the Administrative Agent. 

5. Representations, Warranties and Covenants. The Borrower and each Guarantor covenants and agrees with and represents and warrants to
the Administrative Agent and the Lenders as follows: 
 (a) the Borrower’s and Guarantors’ obligations under the
Credit Agreement, as modified hereby, are and shall remain secured by the Collateral (other than the Released Assets), pursuant to the terms of the Credit Agreement and the other Loan Documents; 

(b) the Borrower and each of the Guarantors possesses all of the powers requisite for it to enter into and carry out the
transactions of the Borrower and each 

  
 5 








 Guarantor referred to herein and to execute, enter into and perform the terms and conditions of
this Amendment, the Credit Agreement and the other Loan Documents and any other documents contemplated herein that are to be performed by the Borrower or such Guarantor; any and all actions required or necessary pursuant to the Borrower’s or
such Guarantor’s organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by the Borrower and such Guarantor of the terms and conditions of this Amendment; the officers of the Borrower and
each Guarantor executing this Amendment are the duly elected, qualified, acting and incumbent officers of such Loan Party and hold the titles set forth below their names on the signature lines of this Amendment; and such execution, delivery and
performance will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower or such Guarantor is a party or by which the
Borrower or such Guarantor or any of its properties is bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into, delivery and performance by the Borrower and such
Guarantor of the terms and conditions of this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated hereby have been obtained by the Borrower and such Guarantor and are full force and effect; 

(c) this Amendment, the Credit Agreement, and the other Loan Documents constitute the valid and legally binding obligations of
the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity; 
 (d) except as
specifically modified by this Amendment, all representations and warranties made by the Borrower and each Guarantor in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, with the
same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and the Borrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the other
Loan Documents; 
 (e) this Amendment is not a substitution, novation, discharge or release of the Borrower’s or any
Guarantor’s obligations under the Credit Agreement or any of the other Loan Documents, all of which shall and are intended to remain in full force and effect; 

(f) no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the other Loan
Documents; there exist no defenses, offsets, counterclaims or other claims with respect to the Borrower’s or any Guarantor’s obligations and liabilities under the Credit Agreement or any of the other Loan Documents; and 

  
 6 








 (g) the Borrower and each Guarantor hereby ratifies and confirms in full its
duties and obligations under the Credit Agreement, the Guaranty Agreement, and the other Loan Documents applicable to it, each as modified hereby. 

6. Incorporation into Credit Agreement and other Loan Documents. This Amendment shall be incorporated into the Credit Agreement by this
reference and each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.
The term “Loan Documents” as defined in the Credit Agreement shall include this Amendment. 
 7. Severability. If any one
or more of the provisions contained in this Amendment, the Credit Agreement, or the other Loan Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained
in this Amendment, the Credit agreement or the other Loan Documents shall not in any way be affected or impaired thereby, and this Amendment shall otherwise remain in full force and effect. 

8. Successors and Assigns. This Amendment shall apply to and be binding upon the Borrower and each Guarantor in all respects and shall
inure to the benefit of each of the Administrative Agent and the Lenders and their respective successors and assigns, provided that neither the Borrower nor any Guarantor may assign, transfer or delegate its duties and obligations hereunder. Nothing
expressed or referred to in this Amendment is intended or shall be construed to give any person or entity other than the parties hereto a legal or equitable right, remedy or claim under or with respect to this Amendment, the Credit Agreement or any
of the other Loan Documents, it being the intention of the parties hereto that this Amendment and all of its provisions and conditions are for the sole and exclusive benefit of the Borrower, the Guarantors, the Administrative Agent and the Lenders.

 9. Reimbursement of Expenses. The Borrower unconditionally agrees to pay and reimburse the Administrative Agent and save the
Administrative Agent harmless against liability for the payment of reasonable out-of-pocket costs, expenses and disbursements, including without limitation, fees and expenses of counsel incurred by the Administrative Agent in connection with the
development, preparation, execution, administration, interpretation or performance of this Amendment and all other documents or instruments to be delivered in connection herewith. 

10. Counterparts. This Amendment may be executed by different parties hereto in any number of separate counterparts, each of which,
when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. 
 11.
Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between
the parties hereto relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by any party which is not embodied in this Amendment, and no party shall be bound by or liable for any alleged
representation, promise, inducement or statement of intention not set forth herein. 

  
 7 








 12. Governing Law. This Amendment shall be deemed to be a contract under the laws of the
State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

[SIGNATURE PAGES FOLLOW] 

  
 8 








 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first
above written. 
  

			
	BORROWER:
	
	KOPPERS INC.
		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Treasurer


  

			
	GUARANTORS:
	
	 KOPPERS HOLDINGS INC.

KOPPERS DELAWARE, INC.
 KOPPERS ASIA LLC

KOPPERS CONCRETE PRODUCTS, INC.
 CONCRETE PARTNERS,
INC.

		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Treasurer


  

			
	KOPPERS WORLD-WIDE VENTURES CORPORATION
		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Vice President


  

			
	KOPPERS VENTURES LLC
		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Treasurer and Assistant Secretary










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	KOPPERS PERFORMANCE CHEMICALS, INC.,
	a New York corporation
		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Treasurer


  

			
	KOPPERS RAILROAD STRUCTURES INC.,
	a Delaware corporation
		
	By:		     /s/ Louann E.
Tronsberg-Deihle



 
			
	Name:		Louann E. Tronsberg-Deihle
	Title:		Treasurer


  

			
	KOPPERS-NEVADA LIMITED-LIABILITY COMPANY,
	a Nevada limited liability company
	 KOPPERS NZ LLC,
 a New York
limited liability company

	 WOOD PROTECTION MANAGEMENT LLC,

a Nevada limited liability company

		
	By:		     /s/ Steven R.
Lacy



 
			
	Name:		Steven R. Lacy
	Title:		Manager


  

			
	WOOD PROTECTION LP,
	a Texas limited partnership


 
					
			 By: WOOD PROTECTION MANAGEMENT LLC,

			        as General Partner


 
					
			
			By:		     /s/ Steven R.
Lacy



 
					
			Name:		Steven R. Lacy
			Title:		Manager










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	ADMINISTRATIVE AGENT AND LENDERS:
	
	 PNC BANK, NATIONAL ASSOCIATION,

as a Lender and as Administrative Agent

		
	By:		     /s/ Tracy J.
DeCock



 
			
	Name:		Tracy J. DeCock
	Title:		Senior Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender and as Co-Syndication Agent
		
	By:		     /s/ J. Barrett
Donovan



 
			
	Name:		J. Barrett Donovan
	Title:		Senior Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	BANK OF AMERICA, N.A.,
	as a Lender and as Co-Syndication Agent
		
	By:		     /s/ Joseph E.
Flynn



 
			
	Name:		Joseph E. Flynn
	Title:		Senior Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	CITIZENS BANK OF PENNSYLVANIA,
	as a Lender and as Co-Syndication Agent
		
	By:		     /s/ Sean
McWhinnie



 
			
	Name:		Sean McWhinnie
	Title:		Duly Authorized Signatory










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	FIFTH THIRD BANK,
	as a Lender and as Co-Documentation Agent
		
	By:		     /s/ Michael S.
Barnett



 
			
	Name:		Michael S. Barnett
	Title:		Managing Director










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender
		
	By:		     /s/ Marcus M.
Tarkington



 
			
	Name:		Marcus M. Tarkington
	Title:		Director


 
			
	
	 DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

		
	By:		     /s/ Michael
Shannon



 
			
	Name:		Michael Shannon
	Title:		Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	BARCLAYS BANK PLC,
	as a Lender
		
	By:		     /s/ May Huang





			
	Name:		May Huang
	Title:		Assistant Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Lender
		
	By:		     /s/ Belinda
Tucker



 
			
	Name:		Belinda Tucker
	Title:		Managing Director










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	BMO HARRIS BANK N.A.,
	as a Lender
		
	By:		     /s/ Edward
McGuire



 
			
	Name:		Edward McGuire
	Title:		Managing Director










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	FIRST NIAGARA BANK, N. A.,
	as a Lender
		
	By:		     /s/ Brad
Johnston



 
			
	Name:		Brad Johnston
	Title:		Assistant Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	FIRST NATIONAL BANK OF PENNSYLVANIA,
	as a Lender
		
	By:		     /s/ Dennis F.
Lennon



 
			
	Name:		Dennis F. Lennon
	Title:		Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	THE HUNTINGTON NATIONAL BANK,
	as a Lender
		
	By:		     /s/ Michael
Kiss



 
			
	Name:		Michael Kiss
	Title:		Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	FIRST COMMONWEALTH BANK,
	as a Lender
		
	By:		     /s/ Joseph P.
Hynds



 
			
	Name:		Joseph P. Hynds
	Title:		Senior Vice President










 [SIGNATURE PAGE TO 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER] 
  

 
			
	TRISTATE CAPITAL BANK,
	as a Lender
		
	By:		     /s/ Anne M.
Westbrook



 
			
	Name:		Anne M. Westbrook
	Title:		Senior Vice President









 ANNEX A 

SCHEDULE 1.1(F) 

FOREIGN RESTRUCTURING 
 CERTAIN
PARTIES: 
  

			
	 ABBREVIATION
	  	 PARTY

	CV1	  	Koppers World Wide Holdings C.V.
	New -CV (Europe)	  	Koppers Global Investments C.V.
	New -CV (Australia)	  	Koppers Australasian Investments C.V.
	New-BV (Australia)	  	Koppers Australasian B.V.
	KIBV	  	Koppers International B.V.
	KPC	  	Koppers Performance Chemicals Inc.
	KPC-Australia	  	Koppers Performance Chemicals Australia Pty. Ltd.
	KPC- Denmark	  	Osmose Denmark A/S
	KPC- New Zealand	  	Koppers Performance Chemicals New Zealand
	Koppers Australia Holdings	  	Koppers Australia Holding Company Pty. Ltd.
	Koppers Australia	  	Koppers Australia Pty. Ltd.
	Koppers Canada	  	Koppers Ashcroft Inc.
	Koppers Denmark	  	Koppers Denmark ApS
	Koppers Nevada	  	Koppers- Nevada Limited- Liability Company
	Koppers- NZ	  	Koppers NZ LLC
	Koppers New Zealand	  	Koppers New Zealand
	Mauritius	  	Koppers Mauritius
	UK Ltd.	  	Koppers UK Ltd.
	UK NewCo	  	Koppers UK Investments Ltd
	WWVC	  	Koppers World Wide Venture Corp.

 STEP E1 
  

			
	 STEP
	  	 ACTION

	E1(a)	  	UK Ltd. enters into a binding commitment with KPC to exchange nonvoting shares to be received on the incorporation of UK NewCo for newly issued nonqualified preferred stock (“NQPS”) of KPC.
		
	E1(b)	  	UK Ltd. transfers all the outstanding shares of UK Specialty Chemicals Ltd. and UK Transport Ltd. to UK NewCo in exchange for two classes of common stock of UK NewCo: voting and nonvoting. The voting and nonvoting shares represent
99% and 1% of the total value, respectively.
		
	E1(c)	  	Pursuant to the binding commitment, UK Ltd. exchanges the nonvoting shares received in the preceding step with KPC for equivalent value of NQPS of KPC.








 STEP E2 
  

			
	 STEP
	  	 ACTION

	E2(a)	  	WWVC forms New-CV (Europe)
		
	E2(b)	  	Koppers Ventures LLC becomes the second partner and contributes less than $10,000 for a 1% partnership interest in New-CV ( Europe)
		
	E2(c)	  	WWVC transfers CV1 to New-CV (Europe).

 STEP A1 
  

			
	 STEP
	  	 ACTION

	A1	  	Mauritius declares an $8 million dividend to Koppers Australia and issues an intercompany note to Koppers Australia in the same amount. Immediately upon receipt, Koppers Australia distributes the same intercompany note to Koppers
Australia Holding and Koppers Australia Holding distributes the same intercompany note to WWVC.

 STEP A2 
  

			
	 STEP
	  	 ACTION

	A2(a)	  	WWVC forms a new Dutch partnership, New-CV (Australia).
		
	A2(b)	  	Koppers Ventures LLC becomes a second partner and contributes less than $10,000 for a 1% partnership interest in the New-CV (Australia).
		
	A2(c)	  	New-CV (Australia) forms New-BV (Australia).
		
	A2(d)	  	WWVC assigns the present intercompany debt due from Koppers Australia Holding (approximately AUS $62 million)) and transfers the stock of Koppers Australia Holding to New-BV (Australia) in exchange for two notes (approximately AUS
$62 million and approximately $196 million).
		
	A2(e)	  	WWVC assigns as a contribution to New CV (Australia) the approximately AUS $62 million note and the approximately $196 million note.
		
	A2(f)	  	New CV (Australia) assigns as a contribution to New BV (Australia) the approximately $196 million note, with the note cancelled by operation of law.

 STEP OA 
  

			
	 STEP
	  	 ACTION

	OA1	  	KPC sells KPC-Australia to Koppers Australia Holding for several notes totaling approximately $20 million.
		
	OA2	  	KPC assigns note receivables from Koppers Australia Holding to New-CV (Australia) in exchange for several notes totaling approximately $20 million from New-CV (Australia).
		
	OA3	  	New-CV (Australia) assigns to New-BV (Australia) the notes from Koppers Australia Holding in exchange for approximately $20 million notes receivable from New-BV (Australia).








 STEP NZ 
  

			
	 STEP
	  	 ACTION

	NZ1	  	Mattersmiths Holdings Ltd. re-charters under local law to an unlimited liability company to become an eligible entity for U.S. federal tax purposes.
		
	NZ2	  	Mattersmiths Technology Ltd. re-charters under local law to an unlimited liability company to become an eligible entity for U.S. federal tax purposes.
		
	NZ3	  	Koppers NZ sells all of the outstanding shares of KPC -New Zealand to New CV (Australia) for several notes totaling approximately $39 million.
		
	NZ4	  	New C.V.—Australia contributes approximately $9 million in shares of KPC New Zealand to New B.V. Australia and sells remaining shares of KPC New Zealand to New B.V.—Australia for several notes totaling approximately $30
million.
		
	NZ5	  	New B.V. Australia forms Koppers New Zealand, a New Zealand entity, and contributes to Koppers New Zealand approximately $9 million in shares of KPC- New Zealand and sells remaining shares of KPC New Zealand for several notes
totaling approximately $30 million.

 STEP TS 
  

			
	 STEP
	  	 ACTION

	TS1	  	Koppers Nevada sells all of the outstanding shares of Timber Specialties Co. to CV1 for several notes totaling approximately $22 million.

 STEP B 
  

			
	 STEP
	  	 ACTION

	B1	  	KPC contributes its ownership in Technologies De Madeiras Brasieiras Comerio de Preservantes Ltda (“KPC-Osmose Brazil”) to Protim Solignum Ltd.
		
	B2	  	Koppers Nevada sells its ownership in KPC-Osmose Brazil to Protim Ltd. for cash (approximate value is $700).

 STEP UK 
  

			
	 STEP
	  	 ACTION

	UK1	  	KPC sells all of the outstanding shares of Protim Solignum Ltd. and Protim Ltd (Dormant) to CV1 for several notes equal to approximately $26 million.
		
	UK2	  	CV1 sells Protim Solignum Ltd. and Protim Ltd. (Dormant) to KIBV for several notes totaling the same approximately $26 million.
		
	UK3	  	KIBV sells Protim Solignum Ltd. and Protim Ltd. (Dormant) to UK Holding Ltd. for several notes totaling the same approximately $26 million.








 STEP D 
  

			
	 STEP
	  	 ACTION

	D1	  	Osmose Denmark A/S is re-chartered to an ApS to become an eligible entity.
		
	D2	  	KPC sells all of the outstanding shares of Osmose Denmark to CV1 for several notes totaling approximately $5 million.
		
	D3	  	CV1 sells Osmose Denmark to KIBV for several notes totaling approximately $5 million.
		
	D4	  	KIBV sells Osmose Denmark to Koppers Denmark for several notes totaling approximately $5 million.








 ANNEX B 

SCHEDULE 6.1.1 

QUALIFICATIONS TO DO BUSINESS 
  

					
	 	 	 Jurisdiction of

Incorporation/Organization
	  	 Certain Jurisdictions in which

Qualified to do Business as

Foreign Corporation

	Koppers Inc.	 	Pennsylvania	  	Alabama, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota (as
Koppers Inc.), Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New York (as Koppers Industries, Inc.), North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Virginia, Washington, West Virginia,
Wisconsin
	Koppers World-Wide Ventures Corporation	 	Delaware	  	
	Koppers Delaware, Inc.	 	Delaware	  	
	Koppers Assurance, Inc.	 	South Carolina	  	
	Koppers Asia LLC	 	Delaware	  	
	Koppers Holdings Inc.	 	Pennsylvania	  	
	Koppers Ventures LLC	 	Delaware	  	
	Koppers Concrete Products, Inc.	 	Delaware	  	Ohio
	Concrete Partners, Inc.	 	Delaware	  	
	Koppers Australia Holding Company Pty Ltd	 	Australia (Victoria)	  	
	Koppers Australia Pty Limited	 	Australia (NSW)	  	
	Koppers Wood Products Pty. Ltd.	 	Australia (NWS)	  	Philippines
	Koppers Carbon Materials & Chemicals Pty Ltd.	 	Australia (NSW)	  	
	Continental Carbon Australia Pty Ltd.	 	Australia (NSW)	  	
	1Koppers Shipping Pty Ltd.	 	Australia (NSW)	  	
	Koppers Ashcroft Inc.	 	Canada (British Columbia)	  	
	Koppers Europe ApS	 	Denmark	  	
	Koppers Denmark ApS	 	Denmark	  	
	Koppers Tar Tech International ApS (formerly Koppers Trading Denmark A/S)	 	Denmark	  	
	Koppers European Holdings ApS	 	Denmark	  	
	Koppers Poland Sp. z.o.o	 	Poland (limited liability company)	  	
	Koppers UK Holding Ltd.	 	English Limited Corporation	  	
	Koppers UK Limited	 	English Limited Corporation	  	









					
	 	 	 Jurisdiction of

Incorporation/Organization
	  	 Certain Jurisdictions in which

Qualified to do Business as

Foreign Corporation

	Koppers UK Transport Limited	 	English Limited Corporation	  	
	Koppers Specialty Chemicals Limited	 	English Limited Corporation	  	
	Koppers Luxembourg Sarl	 	Luxembourg	  	
	Koppers International B.V.	 	The Netherlands (private limited liability company)	  	
	Koppers Netherlands B.V.	 	The Netherlands (private limited liability company)	  	
	Koppers World-Wide Holdings C.V.	 	The Netherlands (Limited Partnership)	  	
	Koppers Global Investments C.V.	 	The Netherlands (Limited Partnership)	  	
	Koppers Australasian Investments C.V.	 	The Netherlands (Limited Partnership)	  	
	Koppers Australasian B.V.	 	The Netherlands (private limited liability company)	  	
	Koppers UK Investments Ltd.	 	English Limited Corporation	  	
	Tankrederij J.A. van Seumeren B.V.	 	The Netherlands (private limited liability company)	  	

  

	1 	In process of being dissolved 

  

					
	 Entity
	  	 Jurisdiction of

Organization
	  	 Jurisdictions of Qualification

	Koppers Performance Chemicals Inc.	  	New York	  	Georgia
		  		  	Michigan, South Carolina, Tennessee, Washington
	Koppers Railroad Structures Inc.	  	Delaware	  	Alabama
		  		  	 Arizona, Arkansas
 California, Colorado,
Connecticut, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming

	Koppers Railroad Structures Canada Inc.	  	British Columbia, Canada	  	Alberta, Manitoba, Ottawa, Saskatchewan
	Koppers-Nevada Limited-Liability Company	  	Nevada	  	
	Wood Protection Management LLC	  	Nevada	  	









					
	 Entity
	  	 Jurisdiction of

Organization
	  	 Jurisdictions of Qualification

	Koppers Performance Chemicals Denmark ApS	  	Denmark	  	
	Koppers Performance Chemicals Australia Pty Ltd.	  	Australia	  	
	Osmose (Thailand) Ltd.	  	Thailand	  	
	Protim Solignum Sdn Bhd	  	Malaysia	  	
	Osmose Chile Limitada	  	Chile	  	
	Protim Solignum Ltd.	  	United Kingdom	  	
	Koppers NZ LLC	  	New York	  	
	Timber Specialties Co.	  	Nova Scotia, Canada	  	Registered agents in Ontario, Alberta, British Columbia, Manitoba, Newfoundland, Quebec and Saskatchewan
	Wood Protection LP	  	Texas	  	
	Oy Koppers Finland Ab	  	Finland	  	
	Koppers Sweden AB	  	Sweden	  	
	Koppers Norway AS	  	Norway	  	
	Koppers Deutschland GmbH	  	Germany	  	
	Koppers Latvia SIA	  	Latvia	  	
	Protim Solignum South Africa Pty Ltd.	  	South Africa	  	
	Koppers Performance Chemicals New Zealand	  	New Zealand	  	
	Koppers New Zealand	  	New Zealand	  	
	Mattersmiths Technologies	  	New Zealand	  	
	Mattersmiths Holdings	  	New Zealand	  	
	[NewCo NZ]	  	New Zealand	  	
	Protim Osmose Ltd.	  	Ireland	  	
	Technologias DeMadeiras Brasileiras Comerico De Preservantes Ltda.	  	Brazil	  	
	1172 North Thomas, LLC	  	Delaware	  	Tennessee
	 Retratar Espana S.L.
 (inactive)
	  	Spain	  	








 ANNEX C 

SCHEDULE 6.1.3 

SUBSIDIARIES1 

 

									
	 Subsidiary Name
	  	 Jurisdiction of
Incorporation/

Organization
	  	 Authorized

Capital Stock
	  	 Issued and

Outstanding
 Shares of
Capital
 Stock
	  	 Holders of Issued

and Outstanding
 Shares of
Capital
 Stock

	 Borrower’s United States Subsidiaries:

					
	 Concrete Partners, Inc.
	  	Delaware Corporation	  	1,000 shares of common stock are currently authorized.	  	1,000 shares of common stock are currently issued.	  	Koppers Inc. owns 100% of the common stock of Concrete Partners, Inc.
					
	 Koppers Asia LLC
	  	Delaware limited liability company	  	None	  	None	  	Koppers Inc. owns 100% of the membership interest in Koppers Asia LLC
					
	 Koppers Assurance, Inc.
	  	South Carolina corporation	  	100,000 shares of common stock are currently authorized.	  	50,000 shares of common stock are currently issued.	  	Koppers Inc. owns 100% of the common stock of Koppers Assurance, Inc.
					
	Koppers Concrete Products, Inc.	  	Delaware corporation	  	1,000 shares of common stock are currently authorized.	  	1,000 shares of common stock are currently issued.	  	Koppers Inc. owns 100% of the common stock of Koppers Concrete Products, Inc.
					
	 Koppers Delaware, Inc.
	  	Delaware corporation	  	1,000 shares of common stock are currently authorized.	  	1,000 shares of common stock are currently issued.	  	Koppers Inc. owns 100% of the common stock of Koppers Delaware, Inc.
					
	 Koppers Ventures LLC
	  	Delaware limited liability company	  	None	  	None	  	Koppers World-Wide Ventures Corporation owns 100% of the membership interest in Koppers Ventures LLC
					
	Koppers World-Wide Ventures Corporation	  	Delaware corporation	  	1,000 shares of common stock are currently authorized.	  	1,000 shares of common stock are currently issued.	  	Koppers Inc. owns 100% of the common stock of Koppers World-Wide Ventures Corporation


 

	1 	There are no options, warrants or other rights outstanding to purchase any of the Subsidiary Shares set forth on this Schedule 6.1.3. 









									
	 Subsidiary Name
	  	 Jurisdiction of
Incorporation/

Organization
	  	 Authorized

Capital Stock
	  	 Issued and

Outstanding
 Shares of
Capital
 Stock
	  	 Holders of Issued

and Outstanding
 Shares of
Capital
 Stock

	 Borrower’s Australian Subsidiaries:

					
	Koppers Australia Holding Company Pty Ltd.	  	Australian corporation (Victoria)	  	12 Ordinary Shares	  	12 Ordinary Shares $1 each fully paid	  	Koppers AustralasianB.V. owns 100% of the common stock of Koppers Australia Holding Co. Pty Ltd.
					
	Koppers Australia Pty Ltd.	  	Australian corporation (NSW)	  		  	12,375,000 of ordinary shares of common stock are currently issued and 2,183,824 non-voting C shares	  	Koppers Australia Holding Company Pty Ltd. currently owns 100% of the ordinary shares of common stock of Koppers Australia Pty. And 100% of non-voting C shares. Koppers World-Wide Ventures Corporation owns 100% of the non-voting
“C” shares of common stock of Koppers Australia Pty. Limited.
					
	Koppers Wood Products Pty Ltd.	  	Australian corporation (NSW)	  		  	3,500,000 shares of nominal common stock are currently issued.	  	Koppers Australia Pty. Limited currently owns 100% of the shares of nominal common stock of Koppers Wood Products Pty Ltd. currently issued.
					
	Koppers Carbon Materials & Chemicals Pty Ltd.	  	Australian corporation (NSW)	  		  	2,000,000 shares of nominal common stock are currently issued.	  	Koppers Australia Pty. Limited currently owns 100% of the shares of nominal common stock of Koppers Carbon Materials & Chemicals Pty Ltd.
					
	Continental Carbon Australia Pty Ltd.	  	Australian corporation (NSW)	  		  	8,000,000 shares of nominal common stock are currently issued.	  	Koppers Australia Pty Limited currently owns 100% of the shares of nominal common stock of Continental Carbon Australia Pty Ltd.









									
	 Subsidiary Name
	  	 Jurisdiction of
Incorporation/

Organization
	  	 Authorized

Capital Stock
	  	 Issued and

Outstanding
 Shares of
Capital
 Stock
	  	 Holders of Issued

and Outstanding
 Shares of
Capital
 Stock

	Koppers Shipping Pty Ltd.	  	Australian corporation (NSW)	  		  	2 shares of nominal common stock are currently issued.	  	Koppers Australia Pty Limited currently owns 100% of the shares of nominal common stock of Koppers Shipping Pty Ltd. currently issued.
	
	Borrower’s Canadian Subsidiaries:
					
	Koppers Ashcroft Inc.	  	Canadian corporation (British Columbia)	  	Unlimited shares of capital stock without par are currently authorized.	  	100 shares of common stock are currently issued.	  	Koppers World-Wide Ventures Corporation currently owns 100% of the issued shares of common stock of Koppers Ashcroft Inc.
	
	Borrower’s European Subsidiaries:
					
	Koppers Global Investments C.V.	  	The Netherlands – limited partnership	  		  		  	Koppers Ventures LLC owns 1% of the shares and Koppers World Wide Ventures Corp., owns 99% of the shares of Koppers Global Investments C.V.
					
	Koppers UK Investments Ltd.	  	English limited corporation	  	shares of ordinary A shares and shares of ordinary B shares are authorized	  	197 ordinary A shares and 2 ordinary B shares of registered capital stock are currently issued.	  	Koppers UK Ltd. owns 100% of the issued capital stock of Koppers UK Investments Ltd.
					
	Koppers Australasian Investments C.V.	  	The Netherlands – limited partnership	  		  		  	Koppers Ventures LLC owns 1% of the shares and Koppers Worldwide Ventures Corp., owns 99% of the shares of Koppers Australasian Investments C.V.
					
	Koppers Australasian B.V.	  	The Netherlands – private limited liability company	  	shares are issued with a nominal value of EUR 1 per share_	  	shares are issued with a nominal value of EUR 1 per share	  	Koppers Australasian Investments C.V. owns 100% of the shares of Koppers Australasian B.V.









									
	 Subsidiary Name
	  	 Jurisdiction of
Incorporation/

Organization
	  	 Authorized

Capital Stock
	  	 Issued and

Outstanding
 Shares of
Capital
 Stock
	  	 Holders of Issued

and Outstanding
 Shares of
Capital
 Stock

	Koppers Europe ApS	  	Danish corporation	  	DKK 8,375,000 shares of registered capital stock are currently authorized.	  	DKK 8,375,000 shares of registered capital stock are currently issued.	  	Koppers International B.V. currently owns 100% of the issued shares of registered capital stock of Koppers Europe ApS.
					
	Koppers Denmark ApS	  	Danish corporation	  	DKK 70,000,000 shares of registered capital stock are currently authorized.	  	DKK 70,000,000 shares of registered capital stock are currently issued.	  	Koppers Europe ApS currently owns 100% of the issued shares of registered capital stock of Koppers Denmark ApS.
					
	Koppers Tar Tech International ApS (formerly Koppers Trading Denmark A/S)	  	Danish corporation	  	DKK 70,000,000 shares of registered capital stock are currently authorized.	  	DKK 70,000,000 shares of registered capital stock are currently issued.	  	Koppers Denmark ApS currently owns 100% of the issued shares of registered capital stock of Koppers Tar Tech International ApS.
					
	Koppers European Holdings ApS	  	Danish corporation	  	DKK 500,000 shares of registered capital stock are currently authorized.	  	DKK 500,000 shares of registered capital stock are currently issued.	  	Koppers Denmark ApS owns 100% of the issued shares of registered capital stock of Koppers European Holdings ApS.
					
	Koppers Poland Sp. z.o.o.	  	Polish corporation (limited liability company)	  	PLN 1.700.000 (3,400 shares @ PLN 500 each) are currently authorized.	  	3,400 shares are currently issued.	  	Koppers European Holdings ApS currently owns 100% of the issued capital stock of Koppers Poland Sp. z.o.o.
					
	Koppers UK Holding Ltd.	  	English limited corporation	  	3,900,000 shares of registered capital stock are currently authorized.	  	3,900,000 shares of registered capital stock are currently issued.	  	Koppers European Holdings ApS currently owns 100% of the issued capital stock of Koppers UK Holding Ltd.
					
	Koppers UK Limited	  	English limited corporation	  	3,000,000 shares of registered capital stock are currently authorized.	  	1,560,000 shares of registered stock are currently issued.	  	Koppers UK Holding Ltd. currently owns 100% of the issued capital stock of Koppers UK Limited.









									
	 Subsidiary Name
	  	 Jurisdiction of
Incorporation/

Organization
	  	 Authorized

Capital Stock
	  	 Issued and

Outstanding
 Shares of
Capital
 Stock
	  	 Holders of Issued

and Outstanding
 Shares of
Capital
 Stock

	Koppers UK Transport Limited	  	English limited corporation	  	20,000 shares of registered capital stock are currently authorized.	  	16,150 shares of registered capital stock are currently issued.	  	Koppers UK Investments Ltd currently owns 100% of the issued capital stock of Koppers UK Transport Limited
					
	Koppers Specialty Chemicals Limited	  	English limited corporation	  	100,000 ordinary shares of registered capital stock are currently authorized at £1.	  	1 ordinary share of registered capital stock is currently issued.	  	Koppers UK Investments Ltd. currently owns 100% of the issued capital stock of Koppers Specialty Chemicals Limited.
					
	Koppers Luxembourg Sarl	  	Limited Liability Company Grand Duchy of Luxembourg	  	USD$19,950 registered capital	  	399 shares of registered capital stock at USD$50 each are currently issued.	  	Koppers International B.V. currently owns 100% of the issued capital stock of Koppers Luxembourg Sarl.
					
	Koppers International B.V.	  	The Netherlands – private limited liability company	  		  	18,000 shares are issued with a nominal value of EUR 1 per share	  	Koppers World-Wide Holdings C.V. owns 100% of the shares of Koppers International B.V.
					
	Koppers Netherlands B.V.	  	The Netherlands – private limited liability company	  	EUR 6.750.000,00 divided into 15,000 shares with a par value of EUR 450 each are authorized.	  	EUR 3.150.000,00 divided into 7,000 shares with a par value of EUR 450 each are issued.	  	Koppers International B.V. owns 100% of the shares of Koppers Netherlands B.V.
					
	Koppers World-Wide Holdings C.V.	  	The Netherlands – limited partnership	  	Koppers Ventures LLC- EUR 300 Koppers World-Wide Ventures Corporation EUR 29,700	  		  	Koppers Ventures LLC owns 1% of the shares and Koppers Global Investments C.V. owns 99% of the shares of Koppers World-Wide Holdings C.V.
					
	Tankrederij J.A. van Seumeren B.V.	  	The Netherlands – private limited liability company	  	NLG 75,000 (Dutch guilders) divided into 75 shares of NLG at 1,000 each are authorized.	  	NLG 15,000 shares are issued.	  	Koppers Netherlands B.V. owns 100% of the shares of Tankrederij J.A. van Seumeren B.V.









									
	 Subsidiary
	  	 Owner
	  	 Jurisdiction of Organization
	  	 Authorized Capital Stock
	  	 Issued and Oustanding
Shares/Units

	Koppers Performance Chemicals Inc.	  	Koppers Inc.	  	New York	  	2,250,000	  	774,254
					
	Koppers Railroad Structures, Inc.	  	Koppers Inc.	  	Delaware	  	3,000	  	100
					
	Koppers Railroad Structures Canada Inc.	  	Koppers Railroad Structures Inc.	  	British Columbia, Canada	  	100	  	100
					
	Koppers-Nevada Limited-Liability Company	  	Koppers Performance Chemicals Inc.	  	Nevada	  	N/A	  	N/A
					
	Wood Protection Management LLC	  	Koppers Performance Chemicals Inc.	  	Nevada	  	N/A	  	N/A
					
	Koppers Performance Chemicals Denmark ApS	  	Koppers Denmark ApS	  	Denmark	  		  	10
					
	Koppers Performance Chemicals Australia Pty Ltd.	  	Koppers Australia Holding Company Pty. Ltd.	  	Australia	  		  	4
					
	Osmose (Thailand) Ltd.	  	 Koppers Performance Chemicals Inc. – 75%

Protim Solignum Ltd. – 25%
	  	Thailand	  		  	20,000
					
	Protim Solignum Sdn Bhd	  	 Koppers Performance Chemicals Inc. – 50%

Protim Solignum Ltd. – 50%
	  	Malaysia	  		  	2
					
	Osmose Chile Limitada	  	 Koppers Performance Chemicals Inc.– 99.9%

Attorney in Chile – 0.1%
 (as Nominee)
	  	Chile	  	N/A	  	N/A
					
	Protim Solignum Ltd.	  	Koppers UK Holding Ltd. ,	  	United Kingdom	  		  	2,020,001
					
	Koppers NZ LLC	  	Koppers Performance Chemicals Inc.	  	New York	  	N/A	  	N/A
					
	Timber Specialties Co.	  	Koppers International B.V.	  	Nova Scotia, Canada	  		  	2









									
	 Subsidiary
	  	 Owner
	  	 Jurisdiction of Organization
	  	 Authorized Capital Stock
	  	 Issued and Oustanding
Shares/Units

	Wood Protection LP	  	 Koppers-Nevada Limited-Liability Company – 99.99%
  

Wood Protection
 Management LLC – 0.01%
	  	Texas	  	N/A	  	N/A
					
	Oy Koppers Finland Ab	  	Koppers Performance Chemicals Denmark ApS	  	Finland	  		  	234
					
	Koppers Sweden AB	  	Koppers Performance Chemicals Denmark ApS	  	Sweden	  		  	1 – 50000 SEK
					
	Koppers Norway AS	  	Koppers Performance Chemicals Denmark ApS	  	Norway	  		  	1 – 50000 NOK
					
	Koppers Deutschland GmbH	  	Koppers Performance Chemicals Denmark ApS	  	Germany	  		  	1 – 25.000 €
					
	Koppers Latvia SIA	  	Koppers Performance Chemicals Denmark ApS	  	Latvia	  		  	1 – 2.000 LVL
					
	Protim Solignum South Africa Pty Ltd.	  	Koppers Performance Chemicals Denmark ApS	  	South Africa	  		  	120
					
	Koppers Performance Chemicals New Zealand	  	Koppers New Zealand	  	New Zealand	  		  	5,071,900
					
	Koppers New Zealand	  	Koppers Australasian B.V.	  	New Zealand	  		  	—
					
	Mattersmiths Technologies	  	Koppers Performance ChemicalsNew Zealand	  	New Zealand	  		  	10,000
					
	Mattersmiths Holdings	  	Koppers Performance ChemicalsNew Zealand	  	New Zealand	  		  	1,000
					
	Protim Osmose Ltd.	  	Protim Solignum Ltd.	  	Ireland	  		  	100
					
	Technologias DeMadeiras Brasileiras Comerico De Preservantes Ltda.	  	 Protim Solignum Ltd. – 99.99%
  

Protim Ltd. – .01%
	  	Brazil	  		  	8,909,218 quotas

  

	2 	In process of being dissolved. 








 ANNEX D 

SCHEDULE 6.1.17 

PARTNERSHIP AGREEMENTS; LLC AGREEMENTS 

Koppers Asia LLC Operating Agreement, dated as of November 20, 2007, by and between Koppers Inc. and Koppers Asia LLC 

Koppers Ventures LLC Operating Agreement dated February 2, 2010, by Koppers World-Wide Ventures Corporation 

Operating Agreement of Koppers-Nevada Limited-Liability Company 

Operating Agreement of Wood Protection Management LLC 

Operating Agreement of KoppersNZ LLC 
 Agreement of Limited
Partnership of Wood Protection LP 
 Limited Partnership Agreement of Koppers Australasian Investments C.V. 

Limited Partnership Agreement of Koppers Global Investments C.V. 







 ANNEX E 

SCHEDULE 8.2.4 

PERMITTED LOANS AND INVESTMENTS 

North America (currency as noted) – 
 Investment by
Koppers Inc. in Koppers Assurance, Inc. – US$0.5 million 
 Investment by Koppers World-Wide Ventures Corporation in Koppers Australia Holding Company
Pty. Ltd. – US$3.5 million 
 Investment by Koppers World-Wide Ventures Corporation in Koppers Ventures LLC – US$21.8 million 

Investment by Koppers World-Wide Ventures Corporation in Koppers World-Wide Holdings C.V. – US$0.1 million 

Investment by Koppers Ventures LLC in Koppers World-Wide Holdings C.V. – US$21.8 million (related to the Investment by Koppers World-Wide Ventures
Corporation in Koppers Ventures LLC of US$21.8 million) 
 Investment by Koppers Concrete Products, Inc. in KSA Limited Partnership – US$33,170 

Investment by Concrete Partners, Inc. in KSA Limited Partnership – US$1.9 million 

Loan by Koppers Concrete Products, Inc. in KSA Limited Partnership – US$4,500 

Loan by Concrete Partners, Inc. in KSA Limited Partnership – US$220,500 

Loan by Koppers World-Wide Ventures Corporation to Koppers Australia Holding Company Pty. Ltd. – AU$64 million 

Loan by Koppers World-Wide Ventures Corporation to Koppers Mauritius US$4.1 million 

Loan by Koppers World-Wide Ventures Corporation to Koppers Ashcroft CAD $18.8 million 

Loan by Koppers Assurance, Inc. to Koppers Inc. – US$40.8 million 

Advance accounts (loans) by Koppers Inc. to wood raw material suppliers totaling US$ 2,009,541.28 

Loan by Timber Specialties Co to Tecnologias De Madeiras Brasileiras Participacoes Ltda CDN $3.1 million 







 Australia (all amounts in Australian Dollars) 

Investment by Koppers Australia Holding Company Pty. Ltd. in Koppers Australia Pty. Ltd. – AU$81.5 million 

Investment by Koppers Australia Pty. Ltd. in Koppers Carbon Materials & Chemicals Pty. Ltd. – AU$9.2 million 

Investment by Koppers Australia Pty. Ltd. in Continental Carbon Australia Pty. Ltd. – AU$8.7 million 

Investment by Koppers Australia Pty. Ltd. in Koppers Wood Products Pty. Ltd. – AU$7.1 million 

Investment by Koppers Australia Pty. Ltd. in Koppers Mauritius – AU$19.5 million 

Investment by Koppers Australia Pty. Ltd. in Koppers (Beijing) Chemical Co., Ltd. – AU$0.1 million 

Investment by Koppers Australia Holding Company Pty. Ltd. in stock of Koppers Performance Chemicals Australia Pty. Ltd. US$20 million (1) (OA1) 

Investment by Koppers Australasian Investments C.V. in stock of Koppers Performance Chemicals New Zealand US$ 39 million (1)(NZ3) 

Investment by Koppers Australasian B.V, in stock of Koppers Performance Chemicals New Zealand US$ 39 million (1)(NZ4) 

Investment by Koppers New Zealand in stock of Koppers Performance Chemicals New Zealand US$ 39 million (1)(NZ5) 

Europe (currency as noted) 
 Investment by Koppers Europe
ApS in Koppers Denmark ApS – DKK 49.0 million 
 Investment by Koppers Denmark ApS in Koppers Tar Tech International ApS – DKK
0.2 million 
 Investment by Koppers Denmark ApS in Koppers European Holdings ApS – DKK 0.6 million 

Investment by Koppers European Holdings ApS in Koppers Poland Sp. Z.o.o. – DKK 0.5 million 

Investment by Koppers European Holdings ApS in Koppers UK Holding Ltd. – DKK 6 million 

Investment by Koppers UK Holding Ltd. in Koppers UK Limited – GBP 11.8 million 

Investment by Koppers UK Limited in Koppers Specialty Chemicals Ltd. – GBP 0.1 million 







 Investment by Koppers UK Limited in Koppers UK Transport Ltd. – GBP 0.3 million 

Investment by Koppers World-Wide Holdings C.V. in Koppers International B.V. – Euro 9.7 million 

Investment by Koppers International B.V. in Koppers Netherlands B.V. – Euro 18.0 million 

Investment by Koppers International B.V. in Koppers Europe ApS – Euro 21.4 million 

Investment by Koppers International B.V. in Koppers S.a.r.l. Luxembourg – Euro 0.1 million 

Investment by Koppers International B.V. in Koppers (Tianjin) Trading Co., Ltd (China) – USD 1.0 million 

Investment by Koppers International B.V. in Koppers (Jiangsu) Carbon Chemical Co., Ltd (China) – Euro 16.0 million 

Investment by Koppers World Wide Ventures Corp. in Koppers Global Investments C.V. – equity of Koppers World Wide Holdings C.V. and 1 Euro (1)(E2(c))

 Investment by Koppers Ventures LLC in Koppers Global Investments C.V. 1 Euro (1) (E2(b)) 

Investment by Koppers World Wide Ventures Corp. in Koppers Australasian B.V. – Equity of Koppers Australia Holding Company Pty. Ltd. ( US$ 196 Million)
and Intercompany debt owed by Koppers Australia Holding Company Pty. Ltd. to Koppers World Wide Ventures Corp. (AUS 62 million)(1)(A2(d)) 
 Investment by
Koppers World Wide Ventures Corp in Koppers Australia Investments C.V. – Intercompany Notes made by Koppers Australasian B.V. (US$196 million and AUS $62 million) and 99 Euros (1)(A2(a) and A2(d)) 

Investment by Koppers Ventures LLC in Koppers Australasian Investments C.V. 1 Euro (1)(A2(b)) 

Investment by Koppers Australasian Investments C.V. in Koppers Australasian B.V. Promissory Note made by Koppers Australasian B.V. (US$196 million)(1)(A2(f))

 Investment by Koppers UK Ltd. in Koppers UK Investments Ltd. – Equity of Koppers UK Transport Limited and Koppers Specialty Chemicals Limited
(1)(E1(b)) 
 Investment by Koppers UK Ltd. in non-qualified preferred stock of Koppers Performance Chemicals, Inc. (1)(E1(c)) 

Investment by Koppers Performance Chemicals, Inc. in non-voting stock of Koppers UK Investments, Ltd. (1)(E1(c)) 

Investment by Koppers World Wide Holding C.V. in stock Timber Specialties Co. US$22 million (1)(TS1) 







 Investment by Protim Solignum Ltd. in Technologies De Madeiras Brasieiras Solignum Ltd. US$7 million (1)(B1 and
B2) 
 Investment by Koppers World Wide Holdings C.V. in equity of Protim Solignum Ltd. and Protim Ltd. US$26 million (1)(UK1) 

Investment by Koppers Netherlands B.V. in equity of Protim Solignum Ltd. and Protim Ltd. US$26 million(1)(UK2) 

Investment by Koppers UK Holding Ltd. in equity of Protim Solignum Ltd. and Protim Ltd. US$26 million(1)(UK3) 

Investment by Koppers World Wide Holdings C.V. in equity of Koppers Performance Chemicals Denmark ApS US$5 million(1)(D1) 

Investment by Koppers International B.V. in equity of Koppers Performance Chemicals Denmark ApS US$5 million (1)(D2) 

Investment by Koppers Denmark Aps in equity of Koppers Performance Chemicals Denmark ApS US$5 million (1)(D3) 

Loan by Koppers European Holdings ApS to Koppers Denmark ApS – DKK 0.6 million 

Loan by Koppers Europe ApS to Koppers Denmark ApS to – DKK 2.4 million 

Loan by Koppers Denmark ApS to Koppers International B.V. – DKK 91.8 million 

Loan by Koppers Tar Tech International ApS to Koppers Denmark ApS – DKK 3.0 million 

Loan by Koppers UK Ltd to Koppers International B.V. GBP 17 million 

Loan by Koppers World Wide Ventures Corp. (as assignee of Koppers Australian Holdings Pty. Ltd, as assignee of Koppers Australia Pty. Ltd. ) to Koppers
Mauritius US$8 million (1)(A1) 
 Loan by Koppers Australian Investments C.V. (as assignee of Koppers World Wide Ventures Corp) to Koppers Australasian B.V.
AUS $ 62 million (1)(A2(d) and A2(e)) 
 Loan by Koppers Australasian B.V. (as assignee of Koppers Australasian Investments C.V. which was
assignee of Koppers Performance Chemicals, Inc.) to Koppers Australia Holding Company Pty. Ltd. US$ 20 million (1)(OA2 and OA3) 
 Loan by Koppers
Performance Chemicals Inc. to Koppers Australasian Investments C.V. US$20 million (1)(OA-1) 
 Loan by Koppers-Nevada Limited- Liability Company to Koppers
World Wide Holding C.V. US$22 million (1)(TS1) 
 Loan by Koppers Australasian Investments C.V. to Koppers Australasian B.V. US$ 20 million (1)(OA3)








 Loan by Koppers NZ LLC to Koppers Australasian Investments C.V US$39 million (1)(NZ3) 

Loan by Koppers Australasian Investments C.V. to Koppers Australasian B.V. US$ 30 million (1)(NZ4) 

Loan by Koppers Australasian B.V. to Koppers New Zealand US$ 30 million (1)(NZ5) 

Loan by Koppers Performance Chemicals to Koppers World Wide Holdings C.V. US$26 million (1)(UK1) 

Loan by Koppers World Wide Holdings C.V.to Koppers International B.V. US$26 million (1)(UK2) 

Loan by Koppers International B.V. to Koppers UK Holding Ltd. US$26 million (1)(UK3) 

Loan by Koppers Performance Chemicals, Inc. to Koppers World Wide Holding C.V, US$5 million (1)(D1) 

Loan by Koppers World Wide Holding C.V, to Koppers International C.V. US$5 million(1)(D2) 

Loan by Koppers International B.V. to Koppers Demark ApS. US$5 million (1)(D3) 

Related to 2104 Restructuring Transaction