BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.22
-EMPLOYMENT MATTERS
SCHEDULE 6.1.23
-ENVIRONMENTAL DISCLOSURES
SCHEDULE 0
-INSURANCE REQUIREMENTS RELATING TO COLLATERAL
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
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EXHIBITS
EXHIBIT 1.1(A)-ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)-GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)-GUARANTY AGREEMENT
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(N)(3)-TERM 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 2.11-LENDER JOINDER
EXHIBIT 5.10.7(A)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.10.7(B)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.10.7(C)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.10.7(D)
-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
EXHIBIT 7.1.1-SOLVENCY CERTIFICATE
EXHIBIT 8.2.1-UNSECURED INDEBTEDNESS CERTIFICATE
EXHIBIT 8.2.6-ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3-QUARTERLY COMPLIANCE CERTIFICATE
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, restated, modified or supplemented
from time to time, the "Agreement") is dated as of February 17, 2017 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),
and 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").
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to provide (i) a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$600,000,000 and (ii) a $100,000,000 term loan facility; and
WHEREAS, the Lenders are willing to provide such credit facilities upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties
hereto covenant and agree as follows:
1.CERTAIN DEFINITIONS
1.1Certain Definitions
. In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible, chattel
paper, instrument or document representing any right to payment for goods sold
or services rendered, whether or not earned by performance and whether or not
evidenced by a contract, instrument or document, which is now owned or hereafter
acquired by the Borrower or any other Loan Party. All Accounts of the Loan
Parties shall be subject to the Administrative Agent's Prior Security Interest
for the benefit of the Lenders and their respective Affiliates.
Account Debtor shall mean any Person who is or who may become obligated to the
Borrower or to any other Loan Party, with respect to, or on account of, an
Account.
Acquisition Compliance Certificate shall have the meaning specified in