IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
DOCUMENTS OR TRANSACTIONS RELATING THERETO.
142. AT ANY TIME AFTER THE INITIAL EXECUTION AND DELIVERY OF THIS AGREEMENT TO
THE ADMINISTRATIVE AGENT AND THE LENDERS, ADDITIONAL PERSONS MAY BECOME PARTIES
TO THIS AGREEMENT AND THEREBY ACQUIRE THE DUTIES AND RIGHTS OF BEING A DEBTOR
HEREUNDER BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT AND THE
LENDERS A GUARANTOR JOINDER PURSUANT TO THE CREDIT AGREEMENT. NO NOTICE OF THE
ADDITION OF ANY DEBTOR SHALL BE REQUIRED TO BE GIVEN TO ANY PRE-EXISTING DEBTOR
AND EACH DEBTOR HEREBY CONSENTS THERETO.
143. THE EXISTING SECURITY AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY AS PROVIDED HEREIN, AND THIS AGREEMENT IS NOT INTENDED TO CONSTITUTE,
NOR DOES IT CONSTITUTE, AN INTERRUPTION, SUSPENSION OF CONTINUITY, SATISFACTION,
DISCHARGE OF PRIOR DUTIES, NOVATION, OR TERMINATION OF THE LIENS, SECURITY
INTERESTS, INDEBTEDNESS, LOANS, LIABILITIES, EXPENSES, OR OBLIGATIONS UNDER THE
CREDIT AGREEMENT, THE EXISTING CREDIT AGREEMENT OR THE EXISTING SECURITY
AGREEMENT. EACH DEBTOR AND THE ADMINISTRATIVE AGENT ACKNOWLEDGE AND AGREE THAT
THE EXISTING SECURITY AGREEMENT HAS CONTINUED TO SECURE THE INDEBTEDNESS, LOANS,
LIABILITIES, EXPENSES, AND OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE
EXISTING CREDIT AGREEMENT SINCE THE DATE OF EXECUTION OF THE EXISTING SECURITY
AGREEMENT; AND THAT THIS AGREEMENT IS ENTITLED TO ALL RIGHTS AND BENEFITS
ORIGINALLY PERTAINING TO THE EXISTING SECURITY AGREEMENT.
144. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND BY
DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH, WHEN SO
EXECUTED, SHALL BE DEEMED AN
211
ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT. EACH DEBTOR ACKNOWLEDGES AND AGREES THAT A TELECOPY TRANSMISSION TO
THE ADMINISTRATIVE AGENT OR ANY LENDER OF THE SIGNATURE PAGES HEREOF PURPORTING
TO BE SIGNED ON BEHALF OF SUCH DEBTOR SHALL CONSTITUTE EFFECTIVE AND BINDING
EXECUTION AND DELIVERY HEREOF BY SUCH DEBTOR.
[SIGNATURE PAGES FOLLOW]
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[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed and delivered this Agreement as of the day and year
first above set forth with the intention that this Agreement constitutes a
sealed instrument.
KOPPERS INC. By:
(SEAL)
Name:
Title:
KOPPERS HOLDINGS INC. By:
(SEAL)
Name:
Title:
KOPPERS WORLD-WIDE VENTURES CORPORATION By:
(SEAL)
Name:
Title:
KOPPERS DELAWARE, INC. By:
(SEAL)
Name:
Title:
[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]
KOPPERS ASIA LLC
By:
(SEAL)
Name:
Title:
KOPPERS CONCRETE PRODUCTS, INC.
By:
(SEAL)
Name:
Title:
CONCRETE PARTNERS, INC.
By:
(SEAL)
Name:
Title:
KOPPERS VENTURES LLC
By:
(SEAL)
Name:
Title:
[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
/s/ Tracy J. DeCock
(SEAL)
Name:
Tracy J. DeCock
Title:
Senior Vice President
SCHEDULE A
TO
AMENDED AND RESTATED SECURITY AGREEMENT
Security Interest Data Summary
1. The chief executive office of
(a "Debtor") is located
at:
[ADDRESS]
County
2. Such Debtor's true and full