11.7
Severability.
108
11.8
Governing Law.
109
11.9
Prior
Understanding.
109
11.10
Duration; Survival.
109
11.11
Successors and Assigns.
109
11.12
Confidentiality.
111
11.12.1.
General.
111
11.12.2.
Sharing Information With
Affiliates of the Lenders.
111
11.13
Counterparts.
112
11.14
Agents' or Lender's Consent.
112
TABLE OF CONTENTS
11.15
Exceptions.
112
11.16
CONSENT TO FORUM; WAIVER OF JURY
TRIAL.
112
11.17
Certifications from Lenders and Participants.
113
11.17.1.
Tax Withholding Clause.
113
11.17.2.
USA Patriot
Act.
113
11.18
Joinder of Guarantors.
114
TABLE OF CONTENTS
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.10
-
LETTERS OF CREDIT
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
-
CAPITALIZATION
SCHEDULE 6.1.3
-
SUBSIDIARIES
SCHEDULE 6.1.7
-
LITIGATION
SCHEDULE 6.1.8
-
OWNED AND LEASED REAL PROPERTY
SCHEDULE 6.1.13
-
CONSENTS AND APPROVALS
SCHEDULE 6.1.15
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.19
-
INSURANCE POLICIES
SCHEDULE 6.1.21
-
MATERIAL CONTRACTS
SCHEDULE 6.1.23
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.25
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
-
GUARANTIES
SCHEDULE 8.2.4
-
PERMITTED LOANS AND INVESTMENTS
SCHEDULE 8.2.9
-
PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES
SCHEDULE 8.2.10
-
BUSINESS DESCRIPTIONS EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(D)(1)
-
DEBENTURE PLEDGE AGREEMENT
EXHIBIT 1.1(D)(2)
-
DEED OF HYPOTHEC
EXHIBIT 1.1(D)(3)
-
DEMAND DEBENTURE
EXHIBIT 1.1(G)(1)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(G)(2)
-
GUARANTOR JOINDER
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(S)
-
SECURITY AGREEMENT
EXHIBIT 2.5.1
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 7.1.4
-
OPINION OF COUNSEL
EXHIBIT 7.1.16
-
LANDLORD'S WAIVER
EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of October 31, 2008 and
is made by and among KOPPERS INC., a Pennsylvania corporation (the "Borrower"),
each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter
defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative
agent for the Lenders under this Agreement (hereinafter referred to in such
capacity as the "Administrative Agent"), and BANK OF AMERICA, N.A., as
Documentation Agent, and CITIZENS BANK OF PENNSYLVANIA, FIRST COMMONWEALTH BANK
and WELLS FARGO BANK, N.A. , as Syndication Agents.
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent, the Guarantors and certain of
the Lenders are party to that certain Amended and Restated Credit Agreement
dated as of August 15, 2005, as amended, (the "Existing Credit Agreement")
pursuant to which the lenders party thereto extended to the Borrower a
$125,000,000 revolving credit facility and a $59,000,000 term loan.
WHEREAS, the Borrower has requested the Lenders to amend and restate the
Existing Credit Agreement and, in connection therewith, provide (i) a revolving
credit