this Guarantor Joinder and Assumption Agreement and delivered
the same to the Administrative Agent for the benefit of the Lenders, as of the
date and year first above written with the intention that it constitute a sealed
instrument.
By:
(SEAL)
Name:
Title:
Acknowledged and accepted:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
EXHIBIT 1.1(G)(2)
AMENDED AND RESTATED CONTINUING
AGREEMENT OF GUARANTY AND SURETYSHIP
THIS AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (this
"Guaranty"), dated as of this 27th day of March, 2013, is jointly and severally
given by EACH OF THE UNDERSIGNED AND EACH OF THE OTHER PERSONS WHICH BECOMES A
GUARANTOR HEREUNDER FROM TIME TO TIME (each a "Guarantor" and collectively the
"Guarantors") in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative
agent for the Lenders (the "Administrative Agent") in connection with the Credit
Agreement (as defined below).
WITNESSETH THAT:
WHEREAS, reference is made to that certain Amended and Restated Continuing
Agreement of Guaranty and Suretyship, dated as of October 31, 2008, made by the
Guarantors (as defined therein) party thereto in favor of the Administrative
Agent, as heretofore amended (as so amended, the "Existing Guaranty Agreement"),
executed and delivered pursuant to that certain Amended and Restated Credit
Agreement, dated October 31, 2008, among Koppers Inc., a Pennsylvania
corporation (the "Borrower"), the Guarantors (as defined therein) party thereto,
the Lenders (as defined therein) party thereto, and the Administrative Agent, as
heretofore amended (as so amended, the "Existing Credit Agreement"); and
WHEREAS, the parties desire to further amend and restate the Existing Credit
Agreement pursuant to that certain Amended and Restated Credit Agreement (as it
may hereafter from time to time be further restated, amended, modified or
supplemented, the "Credit Agreement", capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to them by the Credit
Agreement and the rules of construction set forth in Section 1.2 [Construction]
of the Credit Agreement shall apply to this Guaranty) of even date herewith by
and among the Borrower, the Guarantors, the Lenders (as defined therein) from
time to time party thereto (the "Lenders"), and the Administrative Agent; and
WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the
Lenders have agreed to make certain financial accommodations and loans to the
Borrower; and
WHEREAS, the obligation of the Administrative Agent and the Lenders to make
loans under the Credit Agreement is subject to the conditions, among others,
that the Guarantors amend and restate the Existing Guaranty Agreement and
guaranty the Obligations to the Administrative Agent and the Lenders under the
Credit Agreement, the other Loan Documents and otherwise as more fully described
herein in the manner set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
19. GUARANTIED OBLIGATIONS. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS
TO MAKE LOANS AND GRANT OTHER FINANCIAL
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ACCOMMODATIONS TO THE BORROWER