of Attorney for Quebec Purposes.
111
11.
MISCELLANEOUS
112
11.1
Modifications, Amendments or Waivers.
112
11.1.1.
Increase of Commitment; Extension of Expiration Date.
112
11.1.2.
Extension of Payment; Reduction of Principal Interest or Fees; Modification
of Terms of Payment.
112
11.1.3.
Release of Collateral or Guarantor.
112
11.1.4.
Miscellaneous.
113
11.2
No Implied Waivers; Cumulative Remedies; Writing Required.
113
11.3
Reimbursement and Indemnification of Banks by the Borrower; Taxes.
113
11.4
Holidays.
114
11.5
Funding by Branch, Subsidiary or Affiliate.
115
11.5.1.
Notional Funding.
115
11.5.2.
Actual Funding.
115
11.6
Notices.
115
11.7
Severability.
116
11.8
Governing Law.
117
11.9
Prior Understanding.
117
11.10
Duration; Survival.
117
11.11
Successors and Assigns.
117
11.12
Confidentiality.
119
11.12.1.
General.
119
11.12.2.
Sharing Information With Affiliates of the Banks.
119
11.13
Counterparts.
120
11.14
Administrative Agent's or Bank's Consent.
120
11.15
Exceptions.
120
11.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL.
120
11.17
Certifications from Banks and Participants.
121
11.17.1.
Tax Withholding Clause.
121
11.17.2.
USA Patriot Act.
122
11.18
Joinder of Guarantors.
122
- vii -
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C)
-
CONSOLIDATED EBITDA
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(Q)(1)
-
QUALIFIED ACCOUNTS
SCHEDULE 1.1(Q)(2)
-
QUALIFIED INVENTORY
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)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(I)(3)
-
INTERCREDITOR AGREEMENT
EXHIBIT 1.1(P)(1)
-
AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
- viii -
EXHIBIT 1.1(S)(1)
-
SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(T)
-
TERM NOTE
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
EXHIBIT 8.3.4
-
BORROWING BASE CERTIFICATE
- ix -
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and
is made by and among KOPPERS INC., a Pennsylvania corporation (the "Borrower"),
EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter
defined), PNC BANK, NATIONAL ASSOCIATION,