First Supplemental Indenture


    
      

      

    

     

    


     

    KOPPERS
      INC.

    as
      Issuer,

     

    The
      GUARANTORS named herein

     

    and

     

    JPMORGAN
      CHASE BANK, NA 

    as
      Trustee

     

    ——————————————————

     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    Dated
      as
      of December 2, 2005

     

    to

     

    INDENTURE

     

    Dated
      as
      of October 15, 2003

     

    ——————————————————

     

    97⁄8%
      Senior Secured Notes due 2013

     

    


     

    
      

      

    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    FIRST
      SUPPLEMENTAL INDENTURE, dated as of December 2, 2005 (the “Supplemental
      Indenture”), to the Indenture, dated as of October 15, 2003 (the “Indenture”)
      among Koppers Inc., a corporation organized
      under the laws of Pennsylvania (the “Company”), the Guarantors party thereto and
      JPMorgan Chase Bank, NA (formerly known as JPMorgan Chase Bank), as Trustee
      (the
“Trustee”).

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company has duly authorized the execution and delivery of the Indenture
      to
      provide for the issuance of 97⁄8% Senior Secured Notes due 2013 (the
“Securities”); 

    


    WHEREAS,
      Section 9.02 of the Indenture provides that the Company and the Trustee may
      amend the Indenture with the consent of the Holders of at least a majority
      in
      aggregate principal amount of the Securities then outstanding, excluding for
      such purpose any Securities owned by the Company and certain of its affiliates
      (the “Requisite Consents”);

    


    WHEREAS,
      pursuant to the Consent Solicitation Statement dated November 16, 2005 (the
      “Consent Solicitation”), the Company solicited consents from Holders of
      Securities to amend certain provisions of the Indenture, as set forth in Article
      I hereof;

    


    WHEREAS,
      the Requisite Consents to the amendments effected by this Supplemental Indenture
      have been received; and

     

    WHEREAS,
      this Supplemental Indenture has been duly authorized by all necessary corporate
      action on the part of the Company.

     

    NOW,
      THEREFORE, the Company and the Trustee agree as follows for the equal and
      ratable benefit of the Holders of the Securities:

     

    


    ARTICLE
      I

     

    Amendments

     

    SECTION
      1.01.  Amendments
      to Article 1. Upon
      effectiveness of the amendments set forth in this Article, Section 1.01
      (Definitions) of the Indenture is hereby amended by replacing the “;” at the end
      of clause (1) of the definition of “Change of Control” with a “.” and adding the
      following sentence:

     

    


    For
      purposes of this clause (1), a public offering of the common stock of the parent
      of the Company will be deemed a public offering of common stock of the
      Company;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    SECTION
      1.02.  Trustee’s
      Acceptance. The
      Trustee hereby accepts this Supplemental Indenture and agrees to perform the
      same under the terms and conditions set forth in the Indenture.

     

    ARTICLE
      II

     

    Miscellaneous

     

    SECTION
      2.01.  Interpretation.
      Upon
      execution and delivery of this Supplemental Indenture and the effectiveness
      of
      the amendments set forth in Article I, the Indenture shall be modified and
      amended in accordance with this Supplemental Indenture, and all the terms and
      conditions of both shall be read together as though they constitute one
      instrument, except that, in case of conflict, the provisions of this
      Supplemental Indenture shall control. The Indenture, as modified and amended
      by
      this Supplemental Indenture, is hereby ratified and confirmed in all respects
      and shall bind every Holder of Securities. In case of conflict between the
      terms
      and conditions contained in the Securities and those contained in the Indenture,
      as modified and amended by this Supplemental Indenture, the provisions of the
      Indenture, as modified and amended by this Supplemental Indenture, shall
      control.

     

    SECTION
      2.02.  Conflict
      with Trust Indenture Act. If
      any
      provision of this Supplemental Indenture limits, qualifies or conflicts with
      any
      provision of the TIA that is required under the TIA to be part of and govern
      any
      provision of this Supplemental Indenture, the provision of the TIA shall
      control. If any provision of this Supplemental Indenture modifies or excludes
      any provision of the TIA that may be so modified or excluded, the provision
      of
      the TIA shall be deemed to apply to the Indenture as so modified or to be
      excluded by this Supplemental Indenture, as the case may be.

     

    SECTION
      2.03.  Severability.
      In
      case
      any provision in this Supplemental Indenture shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    SECTION
      2.04.  Terms
      Defined in the Indenture. All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      to them in the Indenture.

     

    SECTION
      2.05.  Headings.
      The
      Article and Section headings of this Supplemental Indenture have been inserted
      for convenience of reference only, are not to be considered a part of this
      Supplemental Indenture and shall in no way modify or restrict any of the terms
      or provisions hereof.

     

    SECTION
      2.06.  Benefits
      of Supplemental Indenture, etc. Nothing
      in this Supplemental Indenture or the Securities, express or implied, shall
      give
      to any Person, other than the parties hereto and thereto and their successors
      hereunder and thereunder and the Holders of the Securities, any benefit of
      any
      legal or equitable right, remedy or claim under the Indenture, this Supplemental
      Indenture or the Securities.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    SECTION
      2.07.  Successors.
      All
      agreements of the Company in this Supplemental Indenture shall bind its
      successors. All agreements of the Trustee in this Supplemental Indenture shall
      bind its successors.

     

    SECTION
      2.08.  Trustee
      Not Responsible for Recitals. The
      recitals contained herein shall be taken as the statements of the Company and
      the Trustee assumes no responsibility for their correctness.

     

    SECTION
      2.09.  Certain
      Duties and Responsibilities of the Trustee. In
      entering into this Supplemental Indenture, the Trustee shall be entitled to
      the
      benefit of every provision of the Indenture relating to the conduct or affecting
      the liability or affording protection to the Trustee, whether or not elsewhere
      herein so provided.

     

    SECTION
      2.10.  Governing
      Law. This
      Supplemental Indenture shall be governed by, and construed in accordance with,
      the laws of the State of New York but 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.

     

    SECTION
      2.11.  Counterpart
      Originals. 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.

     

    SECTION
      2.12.  Effectiveness
      of Amendments. This
      Supplemental Indenture shall be effective upon execution hereof by the Company
      and the Trustee; however the amendments to the Indenture set forth in Article
      I
      shall not become operative until the consent payment pursuant to the Consent
      Solicitation is made by the Company and written notice is delivered by the
      Company to the Trustee that such consent payment has been made. The Company
      shall promptly notify the Trustee in writing of any oral or written notice
      it
      gives to D.F. King & Co., Inc., as Tabulation Agent.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed and delivered as of the date first written above.

    


     

    KOPPERS
      INC.

    


    


    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Vice
      President & CFO

    


     

    WORLD-WIDE
      VENTURES CORPORATION

     

    By: /s/
      M.
      Claire Schaming

    Name: M.
      Claire
      Schaming

    Title: Vice
      President

     

    KOPPERS
      CONCRETE PRODUCTS, INC.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Treasurer

     

    KOPPERS
      DELAWARE, INC.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: President

     

    CONCRETE
      PARTNERS, INC.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Treasurer


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    KOPPERS
      REDEMPTION, INC.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: President

     

    KOPPERS
      INVESTMENT SUBSIDIARY PTY LTD.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    


     

    KOPPERS
      AUSTRALIA PTY. LIMITED,

    


    


    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    


     

    KOPPERS
      WOODS PRODUCTS PTY. LTD.

    


    


    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    


     

    KOPPERS
      CARBON MATERIAL & CHEMICALS PTY. LTD.

    


    


    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    CONTINENTAL
      CARBON AUSTRALIA PTY. LTD.

    


    


    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    KOPPERS
      SHIPPING PTY. LTD.

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    KOPPERS
      AUSTRALIA HOLDING COMPANY PTY LIMITED

     

    By: /s/
      Brian H. McCurrie

    Name: Brian
      H.
      McCurrie

    Title: Director

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    JPMORGAN
      CHASE BANK, NA

     

    as
      Trustee

     

    


    By: /s/
      Alfia Monastra

        Name: Alfia
      Monastra

        Title: Vice
      President