EX-10.103



 Exhibit 10.103 

SECOND AMENDMENT TO CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of June 30, 2015 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, as amended by First Amendment to Credit
Agreement and Consent and Waiver (the “First Amendment”) dated as of December 17, 2014 (as amended by the First Amendment, the “Credit Agreement”). 

WHEREAS, Borrower has requested that the Lenders modify the definition of Fixed Charges in the Credit Agreement, 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. Amendment to the Credit Agreement. Section 1.1 [Defined Terms] of the Credit Agreement is hereby amended to
amend and restate the following defined term in its entirety: 
 Fixed Charges shall mean for any period of
determination the sum of interest expense, contractual principal installments on Indebtedness, and contractual principal payments on capitalized leases, in each case of Holdings and its Subsidiaries for such period determined and consolidated in
accordance with GAAP; provided that, notwithstanding the foregoing, (i) payments made by the Borrower to redeem the 2009 Senior Notes as permitted under Section 8.2.5 [Restricted Payments] shall be excluded from the calculation of Fixed
Charges and (ii) in the event that Holdings pays any dividends or distributions after June 30, 2015, then all dividends or distributions made by Holdings during any period of determination shall be included in the calculation of Fixed
Charges. 
 3. 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, 2014, 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 and PNC Capital
Markets LLC 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. 

4. 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 (as defined in the First Amendment)), 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 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; 

  
 2 








 (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 
 (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. 

5. 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. 
 6. 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. 

7. 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


  
 3 








 
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. 
 8. 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. 
 9. 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. 

10. 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. 

11. 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] 

  
 4 








 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
					
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 


			
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

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

	Name:	 	 Michael S. Barrett

	Title:	 	 Managing Director











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	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 SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	 /s/ Daniel Hunter

	Name:	 	 Daniel Hunter

	Title:	 	 Authorized Signatory











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

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

	Name:	 	Mustafa Khan
	Title:	 	Director










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	BMO HARRIS BANK N.A.,
	as a Lender
		
	By:	 	 /s/ Thomas Hasenauer

	Name:	 	Thomas Hasenauer
	Title:	 	Vice President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

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

	Name:	 	 Brad Johnston

	Title:	 	 AVP RM











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

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

	Name:	 	Dennis F. Lennon
	Title:	 	Vice President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	THE HUNTINGTON NATIONAL BANK,
	as a Lender
		
	By:	 	 /s/ Chris Kohler

	Name:	 	 Chris Kohler

	Title:	 	 Senior Vice President











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

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

	Name:	 	Joseph P. Hynds
	Title:	 	Senior Vice President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	TRISTATE CAPITAL BANK,
	as a Lender
		
	By:	 	 /s/ Michael Morris

	Name:	 	 Michael Morris

	Title:	 	 Senior Vice President











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	SOMERSET TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ Parke Kreinbrook

	Name:	 	Parke Kreinbrook
	Title:	 	Loan Officer










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	CNB BANK,
	as a Lender
		
	By:	 	 /s/ Joseph E. Dell, Jr.

	Name:	 	Joseph E. Dell, Jr.
	Title:	 	Executive Vice President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	WASHINGTON FINANCIAL BANK,
	as a Lender
		
	By:	 	 /s/ Anthony M. Cardone

	Name:	 	Anthony M. Cardone
	Title:	 	Vice President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
					
	ZAIS CLO 1, LIMITED,
	as a Lender
		
	By:	 	ZAIS Leveraged Loan Manager, LLC, its collateral manager
			
		 	By:	 	ZAIS Group, LLC, its sole member
			
		 	By:	 	 /s/ Vincent M. Ingato

		 	Name:	 	 Vincent M. Ingato

		 	Title:	 	Managing Director










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
					
	ZAIS CLO 2, LIMITED,
	as a Lender
		
	By:	 	ZAIS Leveraged Loan Manager 2, LLC, its collateral manager
			
		 	By:	 	ZAIS Group, LLC, its sole member
			
		 	By:	 	 /s/ Vincent M. Ingato

		 	Name:	 	Vincent M. Ingato
		 	Title:	 	Managing Director










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
					
	ZAIS CLO 3, LIMITED,
	as a Lender
		
	By:	 	ZAIS Leveraged Loan Manager 3, LLC, its collateral manager
			
		 	By:	 	ZAIS Group, LLC, its sole member
			
		 	By:	 	 /s/ Vincent M. Ingato

		 	Name:	 	Vincent M. Ingato
		 	Title:	 	Managing Director










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	HENDERSON HIGH YIELD OPPORTUNITIES FUND,
	as a Lender
	
	Henderson Global Investors for and on behalf of Henderson High Yield Opportunities Fund
		
	By:	 	 /s/ Todd Nocella

	Name:	 	Todd Nocella
	Title:	 	Authorized Signatory