Exhibit
10.34

Portions of this document have been redacted pursuant to

a request for confidential treatment. Material that has been

deleted is marked by brackets and an asterisk ([***]).


SALES AGREEMENT


THIS
AGREEMENT, made this 8th day of May, 2007, by and between KOPPERS, INC., a corporation duly organized
under the laws of the Commonwealth of Pennsylvania and having its principal
place of business at 436 Seventh Avenue, Pittsburgh, PA 15219­1800 (hereinafter
“Seller”), and KMG-BERNUTH, INC., a
corporation duly organized under the laws of Delaware, and having its principal
place of business at 10611 Harwin, Suite 402, Houston, TX 77036 (hereinafter “Purchaser”).


RECITALS


WHEREAS,
Seller is engaged in the business of producing the Products (hereinafter defined)
at one or more locations and Purchaser is engaged in the business of selling
the Products; and


WHEREAS,
Seller desires to sell and Purchaser desires to purchase the Products;


NOW
THEREFORE, in consideration of the mutual premises and covenants hereinafter
set forth, the parties agree as follows:


ARTICLE 1

DEFINITIONS


For purposes of this
Agreement, the following words, terms and phrases, where written with an
initial capital letter, shall have the meanings assigned to them in this
Article 1 unless the context otherwise requires:


1.1.          Affiliate. “Affiliate” shall mean any corporation or other entity that controls,
is controlled by, or is under common control with another party to this
Agreement. A corporation or other entity shall be regarded as in control of
another corporation or entity if it owns or directly or indirectly controls
more than fifty percent (50%) of the voting stock or other ownership interest
of the other corporation or entity, or if it possesses, directly or Indirectly,
the power to direct or cause the direction of the management and policies of
the corporation or other entity or the power to elect or appoint fifty percent
(50%) or more of the members of the governing body of the corporation or other
entity.


1.2.          Product(s). “Product(s)” shall mean the coal tar derived creosote or carbon black
products described in Schedule 1 hereto.


1.3.          Term. “Term” shall have the meaning set forth in Section 9.1 of this
Agreement.


ARTICLE 2

PRODUCTS QUANTITY


2.1.          Quantity. Seller agrees to sell, and Purchaser agrees to purchase, the quantity
of Products determined under Schedule 2 hereto.


2.2.          Products Specifications. All Products sold pursuant to this Agreement
shall satisfy the specifications set forth on Schedule 1, attached.











ARTICLE 3

PRICE AND PAYMENT


3.1.          Price. Purchaser shall pay the price determined under Schedule 2 for
Products purchased under this Agreement. Quantities sold shall be based on
Seller’s net weights, unless proven to be in error, with P2 and Creosote
Petroleum Solution density assumed to be 9.15 lb per gallon.


3.2.          Payment. Payment shall be due net thirty (30) days from the date of invoice for
Products delivered hereunder. Interest shall be due on all unpaid balances
after 35 days from date of invoice, at the rate of 1 % per month.


ARTICLE 4

PURCHASE ORDERS AND DELIVERY


4.1.          Purchase Orders. Purchaser shall submit purchase orders for
Products to Seller in writing or by another agreed means which shall set forth
at a minimum, the quantity ordered, the requested delivery location, and the
shipping instruction and invoice address. All quantities in purchase orders
shall be for immediate shipment unless otherwise provided in the purchase
order. Seller shall use commercially reasonable efforts to fill each order and
make Products available at the specified delivery locations. Seller shall
notify Purchaser within three (3) days following receipt of any order if Seller
will not fill such order, setting forth the shortfall in quantity and a later
date on which it will be able to fulfill the shortfall.


4.2.                  Delivery. All Products sold under this Agreement will be sold FOB the Seller’s location(s)
as determined under Schedule 2. Upon transfer of Products to Purchaser’s
trucks or rail cars, risk of loss and title to Products shall pass to Purchaser.


4.3.          Production Forecasts. As of the date of this Agreement, Seller has
provided a quarterly forecast for the following twelve (12) months set forth in
Schedule 2 of Seller’s estimate by production facility of Products to be
produced by Seller (including toll or third party facilities), and thereafter
at least twenty (20) days prior to the end of each calendar quarter during the
Term (March 31, June 30, September 30 and December 31), Seller agrees to
provide Purchaser, for guidance only, with a written quarterly forecast for the
following twelve (12) months indicating Seller’s estimate of anticipated
production of Products at each production facility. The forecasts shall be
estimates only and neither party shall have any liability to the other with
respect thereto. The forecast shall be used by Purchaser to facilitate its
planning for its Products sales to its customers.


ARTICLE 5

ACCEPTANCE OF PRODUCT


5.1.          Acceptance of Products. In the event of any shortage, damage or
discrepancy in or to a shipment of Products, Purchaser shall promptly report
the same to Seller and furnish such written evidence or other documentation as
Seller may deem appropriate. Seller shall not be liable for any such shortage,
damage or discrepancy unless Seller has received notice and substantiating
evidence thereof from Purchaser within











thirty (30) days of arrival
of the Products at Purchaser’s shipping address. If the substantiating evidence
delivered by Purchaser demonstrates that Seller is responsible for such
shortage, damage or discrepancy, Seller shall promptly deliver additional or
substitute Products to Purchaser in accordance with the delivery procedures set
forth herein.


ARTICLE 6

LIMITED WARRANTY


6.1.          Limited Warranty. Seller warrants that (i) it has title to
Products sold and purchased pursuant to this Agreement; (ii) Product, at the
time of sale, will be free from all liens, security interests, and
encumbrances; and (iii) the Product will, on delivery, conform to the
Specifications. THE WARRANTIES SET FORTH IN THIS ARTICLE ARE INTENDED SOLELY
FOR THE BENEFIT OF PURCHASER. ALL CLAIMS HEREUNDER SHALL BE MADE BY PURCHASER
AND MAY NOT BE MADE BY PURCHASER’S CUSTOMERS. THE WARRANTIES SET FORTH ABOVE
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED
AND EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


6.2.          Claims. In the event of any claims of breach of warranty asserted by
Purchaser, Purchaser will cause such claim to be transmitted to Seller, in the
case of a claim first made by Purchaser, within ten (10) days of arrival of the
Products at Purchaser’s shipping address. No claim for breach of warranty shall
be made if Seller’s products are first co-mingled with other Products from
other producers, unless a sample from the delivery vehicle (not co-mingled)
or Seller’s retained sample reflects a basis for a claim.


6.3.          If any Products fail to meet the warranty set forth in this Article concerning
conformance to specifications, Seller will at its option (i) replace the
defective or non-conforming Products at no additional cost to Purchaser or its
customer or, (ii) provided the defective or non-conforming Products are
reasonably deemed usable by Purchaser or the customer, agree to a reasonable
reduction of the purchase price. In the event of a breach of the warranty of
title, Seller shall provide a cure reasonably satisfactory to Purchaser. This
Section sets forth the exclusive remedies for claims based on the warranties
contained herein. Warranty claims hereunder must be made promptly and in
writing, must recite the nature and details of the claim, the date the cause of
the claim was first observed and the lot number or other identifying number for
the Products concerned.


ARTICLE 7

LIMITATION OF LIABILITY


 7.1.         Limitation
of Liability. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, OR EXEMPLARY, OR PUNITIVE DAMAGES, IN RESPECT OF ANY THEORY OF
LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH.











ARTICLE 8

TAXES


8.1.          Taxes. Any tax or other charge, other than income tax, upon the production,
sale or shipment of Products imposed by federal, state, municipal or other
governmental authorities shall be added to the price paid by Purchaser. Seller
and Purchaser agree that sales or use taxes will not be collected where
Purchaser is in possession of applicable resale certificates and any other
documents required to exempt from sales tax the sales to Purchaser by Seller
hereunder. Verification of same will be provided by Purchaser to Seller upon
reasonable request.


ARTICLE 9

TERM AND TERMINATION


9.1.          Term. This Agreement shall take effect on the date of this Agreement and
(unless earlier terminated as provided in this Agreement) shall continue
through March 1, 2017; provided, that unless either party gives at
least one year’s prior written notice that this Agreement shall not be renewed
as of March 1, 2017, this Agreement shall be renewed on
March 1, 2017 for an additional three (3) years.


9.2.          Termination. Notwithstanding the provisions of Section
9.1 above, this Agreement may be terminated in accordance with the following
provisions:


(a)           Either party hereto may terminate this Agreement at anytime by giving
notice in writing to the other party, which notice shall be effective upon
dispatch, should the other party file a petition of any type as to its
bankruptcy, be declared bankrupt, become insolvent, make an assignment for the
benefit of creditors, or go into liquidation or receivership, or otherwise lose
legal control of its business; and


(b)           Either party may terminate this Agreement by giving notice in writing
to the other party in the event the other party is in material breach which
impairs the value of this Agreement and shall have failed to cure such breach
within thirty (30) days of receipt of written notice thereof from the first
party; provided that if such breach cannot be cured within thirty (30) days in
the exercise of reasonable diligence, this Agreement may not be terminated so long
as the party who committed the breach is attempting to cure with reasonable
diligence.


9.3.          Rights and Obligations on Termination. In the event of termination of this
Agreement for any reason, the parties shall have the following rights and
obligations:


(a)           Termination of this Agreement shall not release either party from the
obligation to make payment of all amounts then or thereafter due and payable;


(b)           Either party shall have the right, at its option, to cancel any or all
accepted purchase orders which provide for delivery after the effective date of
termination. Seller shall exercise its option under this subsection by
notifying Purchaser in writing no later than thirty (30) days after the
effective termination date.











ARTICLE 10

FORCE MAJEURE


10.1.        Definition. Force
Majeure shall mean any event or condition, not reasonably within the control of
the non-performing party, which prevents in whole or in part the performance by
one of the parties of its obligations hereunder or which renders the
performance of such obligations so difficult or costly as to make such
performance commercially unreasonable. Without limiting the foregoing, the
following shall constitute events or conditions of Force Majeure: acts of God,
including floods, storms, earthquakes, hurricanes, tornadoes, typhoon,
lightning or other severe weather or climatic conditions acts of State or
governmental action, any law, ordinance, regulation, directive, order,
interpretation or enforcement policy presently existing or hereinafter
promulgated by any governmental authority, or any agency or division thereof, riots,
disturbance, acts of terrorism, blockade, insurrection, embargo, war, strikes,
lockouts, labor disputes, slowdowns, epidemics, fire, wreck, washout, equipment
failure, shortage of energy, shortage of raw materials or inability to obtain
suitable raw materials from usual sources of supply, and explosion.


10.2.        Notice. Upon giving
written notice to the other party, a party affected by an event of Force
Majeure shall be excused from the performance of its obligations under this
Agreement, except for the obligation to pay any amounts due and owing
hereunder, but only to the extent and only for the period that its performance
of such obligations is prevented by the event of Force Majeure. Such notice
shall include a description of the nature of the event of Force Majeure, and
its cause and possible consequences. If Seller is partially prevented in
performing under the Agreement by reason of Force Majeure, Seller will allocate
production and deliveries of Products among all of its purchasers, in the
proportion that their purchases over the three months prior to the occurrence
of the Force Majeure bear to each other. In determining its allocation
obligations, none of Sellers’ internal requirements shall be considered as
purchases, and Seller may continue to satisfy ites internal requirements (or
requirements of its Affiliates) for Products to the same extent that such
requirements were satisfied by Seller immediately prior to the beginning of the
Force Majeure event. The party claiming Force Majeure shall promptly notify the
other party of the termination of such event.


10.3.        Confirmation. The party
invoking Force Majeure shall provide to the other party periodic confirmation
of the continuing existence of the circumstances constituting Force Majeure.
Such evidence may consist of a statement or certificate of an appropriate
governmental department or agency where available, or a statement describing in
detail the facts claimed to constitute Force Majeure.


10.4.        Mutual Suspension of Performance. During the period that the performance by one of the parties of its
obligations under this Agreement has been suspended by reason of an event of
Force Majeure, the other party may likewise suspend the performance of all or
part of its obligations hereunder to the extent that such suspension is
commercially reasonable, except for the obligation to pay any amounts due and
owing hereunder..











ARTICLE 11

ARBITRATION


11.1.        Arbitration of Disputes. Any dispute, controversy or claim arising out of or relating to this
Agreement shall be finally settled by arbitration in Wilmington, Delaware or
another mutually agreeable location,, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association in effect on the date
of this Agreement, as modified by this Agreement, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. The arbitration shall be conducted by a sole arbitrator. If within
thirty (30) days after receipt of a party of a proposal made by the other party
for selection of an arbitrator, the parties have not reached agreement on the
choice of an arbitrator, the sole arbitrator shall be appointed by the in
accordance the Commercial Arbitration Rules. The arbitrator shall divide all
costs (including fees and costs of counsel) incurred in conducting the
arbitration in the final award in accordance with what such arbitrator deems
just and equitable under the circumstances.


ARTICLE 12

MISCELLANEOUS


12.1.        Assignment. Neither
party shall have the right to assign or otherwise transfer its rights and
obligations under this Agreement, except with the prior written consent of the
other party, and except where such assignment is to a successor in interest by
merger, by operation of law, assignment, purchase or otherwise of all or
substantially all of the assets of the carbon and/or the creosote business of
the transferor. Any prohibited assignment shall be null and void.


12.2.        Audits. The parties
will keep true records and books of account in which full, true and correct
entries will be made of any dealings or transactions that they are required to
report to each other in relation to the Products. Upon the written request of
either party (the requesting party), the other party (the audited party) shall
permit an independent certified public accountant selected by the requesting
party and acceptable to the audited party, which acceptance shall not be
unreasonably withheld or delayed, to have access during normal business hours
to such records as may be reasonably necessary to verify the accuracy of
relevant accounts and records hereunder, including but not limited to accounts
and records necessary or desirable to determine the quantity of Products
produced by Seller, purchasers of such Products and the Base Price, in respect
of any fiscal year ending not more than twenty-four (24) months prior to the
date of such request. All such verifications shall be conducted at the expense
of the requesting party and not more than once in each calendar year. In the
event such accountant concludes that additional monies were owed to the audited
party during such period, the additional payment shall be paid within sixty
(60) days of the date the requesting party delivers to the audited party such
accountant’s written report so concluding. The fees charged by such accountant
shall be paid by the requesting party unless the audit discloses that the
amounts payable by the audited party as a result of the audit for the audited
period are determined to be in excess of five percent (5%) than the amount
actually paid for such period, in which case the audited party shall pay the
reasonable fees and expenses charged by the accountant. The parties agree that
all information subject to review under this section is confidential, and that
they shall cause their accountants to retain all such information in
confidence.











12.3.        Notices. Notices
permitted or required to be given hereunder shall be deemed sufficient if
personally delivered or if given by registered or certified air mail, postage
prepaid, return receipt requested, addressed to the respective addresses of the
parties as first above written or at such other addresses as the respective
parties may designate by like notice from time to time. Notices so given shall
be effective upon (a) receipt by the party to which notice is given, or (b) on
three (3) days following the date such notice was posted, whichever occurs
first.


12.4.        Entire Agreement.
This Agreement, including Schedules 1 - 2, attached hereto and
incorporated as an integral part of this Agreement, constitutes the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes all previous agreements by and between Seller and Purchaser, including
but not limited to that certain Supply Agreement dated January 1, 2002 by and
between Reilly Industries, Inc., as seller, and Purchaser, as well as all
proposals, oral or written, and all negotiations, conversations or discussions
heretofore had between the parties related to this Agreement. Purchaser
acknowledges that it has not been induced to enter into this agreement by any
representations or statements, oral or written, not expressly contained herein.


12.5.        Amendment. This
Agreement may not be deemed or construed to be modified, amended, rescinded,
canceled or waived, in whole or in part, except by written amendment signed by
the parties hereto.


12.6.        Severability. In the
event that any of the terms of this Agreement are in conflict with any rule or
law or statutory provision or are otherwise unenforceable under the laws or
regulations of any government or subdivision thereof, such terms shall be
deemed stricken from this Agreement, but such invalidity or unenforceability
shall not invalidate any of the other terms of this Agreement and this
Agreement shall continue in force, unless the invalidity or unenforceability of
any such provisions hereof does substantial violence to, or where the invalid
or unenforceable provisions comprise an integral part of, or are otherwise
inseparable from, the remainder of this Agreement.


12.7.        Counterparts. This
Agreement shall be executed in counterparts, and each such counterpart shall be
deemed an original hereof.


12.8.        Governing Law. This
Agreement shall be governed by, and interpreted and construed in accordance
with, the laws of the State of  Delaware,
U.S.A.


12.9.        Headings. The
headings used in this Agreement are for convenience and reference purposes only
and shall not affect in any way the meaning or Interpretation of this
Agreement.


12.10.      Third Party Beneficiaries. No third parties shall be beneficiaries of any provision of this
Agreement or of any right conferred on any party hereto.


12.11.      Waiver. No failure
by either party to take any action or assert any right hereunder shall be
deemed to be a waiver of such right in the event of the continuation or
repetition of the circumstances giving rise to such right.











12.12.      Compliance with Laws.
Each party represents and warrants that it will comply with all applicable
federal, state or local laws and regulations pertaining to its respective
obligations under this Agreement


IN WITNESS WHEREOF, The
parties have caused this Agreement to be executed on the date first above
written.


	
  

  	
   

  	
  Seller: KOPPERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael
  Mancione

  
	
   

  	
   

  	
   

  	
  Michael Mancione

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Purchaser: KMG-BERNUTH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas H. Mitchell

  
	
   

  	
   

  	
   

  	
  Thomas H. Mitchell,
  Vice President - Sales

  



 











SCHEDULE 1


Products Specifications


AWPA specifications for P2 Creosote and Koppers Creosote/Petroleum
Solution


All products shall be subject to an additional specification of
naphthalene of not greater than 14% naphthalene by weight.











SCHEDULE 2


Products Quantity and Price Terms


A. Quantity.  On an annual basis, Seller shall supply and Purchaser
shall purchase a minimum of [***] gallons of
Products per year (the “Base Annual Minimum Quantity”); provided, however, that
the Base Annual Minimum Quantity (and the Available Sales Volume, as defined
below) may be decreased proportionately (at Seller’s sole option in the event and
to the extent Seller’s production of creosote of any type (including petroleum creosote)
and/or carbon black oil is reduced as a result of the occurrence of either of
the following events: (a) the supply to Seller of raw materials required to
produce Products decreases from the current level of supply (i.e., the level of
supply in the United States as of the date of execution of this Agreement); or
(b) Seller otherwise reduces production or shuts down production at any of its
facilities.  In addition to the foregoing
Base Annual Minimum Quantity, Purchaser may purchase the Available Sales
Volume, if any, that Seller may nominate for each year as set forth below.  [***]


B. Initial Forecast.
Seller’s initial twelve (12) month rolling forecast for the delivery locations
and quantities for Products is as follows:


	
  Location

  	
   

  	
  Quantity (Pounds)

  
	
  Follansbee

  	
   

  	
   

  
	
  Stickney

  	
   

  	
   

  
	
  Clairton

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  



 


Seller shall provide its
forecast for each plant for the rolling twelve (12) month period on an
aggregate 12-month basis or by quarters. Seller shall endeavor in good faith to
produce a quantity of Products quarterly at each delivery location equivalent
to one-fourth of the annual forecast for that location. If Seller determines
that its actual production for the rolling 12-month period or in any quarter
will vary materially from the forecast, it will promptly notify Purchaser.


C. Purchase Price.
The purchase price for Products to be purchased under this Agreement for the
first and second quarters of calendar year 2007 shall be [***].
 Thereafter, the purchase price shall be revised
from time to time as provided in Paragraph D, below.


D. Purchase Price Change.
Pricing after the second quarter of 2007 shall be determined by Seller on a
quarterly basis (each calendar quarter a “Pricing Period”) [***].