EX-10.126 2 kop-ex10126_184.htm EX-10.126 kop-ex10126_184.htm

Exhibit 10.126

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of May 1, 2019 (the “Third Amendment Closing Date”), is made by and among Koppers Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the LENDERS (as defined in the Credit Agreement), and PNC Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of February 17, 2017, as amended by a First Amendment to Credit Agreement dated as of February 26, 2018, and a Second Amendment to Credit Agreement and Joinder dated as of April 10, 2018 (as so amended, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Lenders (i) extend the expiration date of the revolving credit facility available to the Borrower under the Credit Agreement and the maturity date of the Term Loan advanced under the Credit Agreement, and (ii) amend certain other provisions of the Credit Agreement which relate to the financial covenants and related definitions, and the Lenders are willing to effect such credit accommodations upon and subject to the terms and conditions of this Amendment.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1.Definitions.  Except as set forth in this Amendment, defined terms used herein shall have the meanings given to them in the Credit Agreement.

2.Amendment of Section 1.1 [Certain Definitions].  The following definitions in Section 1.1 of the Credit Agreement are either amended or inserted as follows:

(a)Clause (k) in the definition of Consolidated EBITDA is hereby amended and restated to the following:

“(k) non-recurring cash and non-cash charges to net income related to discontinuation or sale of business operations of Holdings and its Subsidiaries as such charges are incurred in an aggregate amount not greater than the following amounts for the following periods:  (y) January 1, 2018 through and including December 31, 2018, $24,400,000 and (z) January 1, 2019 and continuing for the balance of the term of this Agreement, $75,000,000,”

 

(b)The definition of Expiration Date is hereby amended and restated as follows:

Expiration Date shall mean May 1, 2024.”

 


 

 

(c)The definition of Fixed Charge Coverage Ratio is hereby amended and restated as follows:

Fixed Charge Coverage Ratio shall mean the ratio of (i) Consolidated EBITDA minus Capital Expenditures of Holdings and its Subsidiaries minus cash taxes of Holdings and its Subsidiaries, to (ii) Fixed Charges, excluding dividends and distributions made by Holdings during the fiscal quarter ended September 30, 2018.”

 

(d)The following new definition is hereby inserted in Section 1.1 in alphabetical order:

Third Amendment Closing Date” shall mean May 1, 2019.

 

3.New Section 1.5  [Divisions].  The following new Section 1.5 is hereby inserted in the Credit Agreement immediately following Section 1.4:

“1.5     Divisions.

  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.”

4.Amendment to Section 8.2.16  [Maximum Total Secured Leverage Ratio].  Section 8.2.16 of the Credit Agreement is hereby amended and restated as follows:

“8.2.16     Maximum Total Secured Leverage Ratio.

  The Loan Parties shall not permit the Total Secured Leverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to exceed 3.25 to 1.00, with step downs (A) if an Equity Issuance has not occurred, to (i) 3.00 to 1.00 on December 31, 2019, and (ii) 2.75 to 1.00 on December 31, 2020; and (B) if an Equity Issuance has occurred, to (i) 3.00 to 1.00 upon such Equity Issuance, and (ii) 2.75 to 1.00 on December 31, 2019; provided, that if (i) the maximum Total Secured Leverage Ratio required pursuant to this Section 8.2.16 as of such date is not more than 2.75 to 1.00 and (ii) Undrawn Availability is at least $50,000,000, then the Borrower may elect, with prior written notice to the Administrative Agent, to increase the applicable maximum Total Secured Leverage Ratio to 3.00 to 1.00 during the period of four (4) consecutive fiscal quarters immediately following the consummation of a Material Acquisition (commencing with the fiscal quarter in which such Material Acquisition occurs) (a "Material Acquisition Period"); provided further, that (a) immediately after the end of a Material Acquisition Period, the Total Secured Leverage Ratio shall automatically revert to 2.75 to 1.00 and (b) there shall be not more than one (1) Material Acquisition Period during the term of this Agreement.”

5.Amendment to Section 8.2.17  [Maximum Total  Leverage Ratio].  Section 8.2.17 of the Credit Agreement is hereby amended and restated as follows:

2


 

“8.2.17     Maximum Total Leverage Ratio.

  The Loan Parties shall not permit the Total Leverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to exceed 5.50 to 1.00, with step downs (A) if an Equity Issuance has not occurred, to (i) 5.25 to 1.00 on December 31, 2019, (ii) 5.00 to 1.00 on December 31, 2020, and (iii) 4.75 to 1.00 on December 31, 2021; and (B) if an Equity Issuance has occurred, to (i) 5.25 to 1.00 upon such Equity Issuance, (ii) 5.00 to 1.00 on December 31, 2019, and (iii) 4.75 to 1.00 on December 31, 2020.”

6.Amendment to the Credit Agreement.  Effective as of the Third Amendment Closing Date and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Credit Agreement shall be amended as set forth above.

7.Amendment to Schedules.  (a)  Each of the Schedules to the Credit Agreement listed in the table below is hereby amended and restated in its entirety as set forth on the respective correspondingly numbered Schedules attached hereto and made apart hereof:

Schedules:

Schedule 1.1(B) - Commitments of Lenders

Schedule 6.1.1 - Qualifications To Do Business (as of the Third Amendment Closing Date)

Schedule 6.1.2 - Subsidiaries

Schedule 6.1.7 - Owned and Leased Real Property (as of the Third Amendment Closing Date)

Schedule 6.1.16 - Partnership Agreements; LLC Agreements

Schedule 6.1.23 - Environmental Disclosures

Schedule 8.2.9 - Permitted Partnerships, LLC’s, Joint Ventures

 

(b)  Each of the Schedules to the Pledge Agreement and the Security Agreement listed in the table below are hereby amended and restated in their entirety as set forth on the respective corresponding Schedules attached hereto and made apart hereof:

 

Schedules:

Schedule A to Pledge Agreement

Schedules to Security Agreement

 

(c)  Each of the Patent, Trademark and Copyright Security Agreement Schedules and the Material IP Listing are hereby amended and restated in their entirety as set forth in the respective documents delivered to the Administrative Agent.

8.Amendment to Exhibits.  Exhibit 8.2.6 and Exhibit 8.3.3 of the Credit Agreement are hereby amended and restated in their entirety as set forth on, Exhibit 8.2.6 [Acquisition Compliance Certificate] and Exhibit 8.3.3 [Quarterly Compliance Certificate], attached hereto and made a part hereof.

9.Revolving Credit Commitments and Term Loans.  One or more of the Lenders (each, a “Non-Extending Lender”) has elected not to extend its Revolving Credit Commitment

3


 

pursuant to the terms of this Amendment, and as a result, its Revolving Credit Commitment shall terminate on the Third Amendment Closing Date, and the Term Loan of each Non-Extending Lender shall be paid in full on the Third Amendment Closing Date.  The Revolving Credit Commitments and Term Loans of the Lenders who continue to extend Revolving Credit Commitments and Term Loans to the Borrower are hereby reallocated among the Lenders effective as of the Third Amendment Closing Date.  Each such Lender, by executing and delivering this Amendment, agrees in connection therewith (i) to provide a Revolving Credit Commitment in the amount for such Lender as set forth on Schedule 1.1(B) attached hereto, and (iii) to continue to provide a Term Loan to the Borrower in the amount for such Lender as set forth on Schedule 1.1(B) attached hereto.  The aggregate amount of the Term Loans outstanding on the Third Amendment Closing Date is $87,500,000.00.

10.Conditions Precedent.  The Loan Parties and the Lenders acknowledge and agree that the amendments set forth herein shall only be effective upon the occurrence of all the following conditions precedent:

(a)Amendment; Replacement Notes.  The Loan Parties, the Administrative Agent and the Lenders shall have executed and delivered this Amendment to the Administrative Agent. The Borrower shall have executed and delivered to the Administrative Agent replacement Notes for any Lender which (i) is increasing its Revolving Credit Commitment and/or Term Loan as of the Third Amendment Closing Date, and (ii) has requested a replacement Note in the amount of such increased Revolving Credit Commitment or Term Loan.

(b)Officer’s Certificates.  The Administrative Agent shall have received a certificate of each of the Loan Parties signed by an Authorized Officer, dated as of the date hereof stating that (i) all representations and warranties of the Loan Parties set forth in the Credit Agreement are true and correct in all material respects (ii) the Loan Parties are in compliance with each of the covenants and conditions in this Amendment and the Credit Agreement, (iii) no Event of Default or Potential Default exists, and (iv) no Material Adverse Change has occurred since December 31, 2018.

(c)Secretary’s Certificates.  The Administrative Agent shall have received a certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Amendment, (b) the names of the Authorized Officers authorized to sign this Amendment and their true signatures, (c) copies of its organizational document as in effect on the Third Amendment Closing Date certified by the appropriate state official where such documents are filed in a state office or the fact that the previously delivered organizational documents of each Loan Party are still in full force and effect and have not been amended, and (d) certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized.

(d)Legal Opinion.  The Administrative Agent and Lenders shall have received a written opinion of counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent, dated as of the Third Amendment Closing Date.

4


 

(e)Know-Your-Customer Diligence.  At least five Business Days prior to the Third Amendment Closing Date, the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent or any Lender that is required by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

(f)Approvals.  The Administrative Agent shall have received evidence that all material regulatory approvals and licenses necessary for the consummation of the transactions under this Amendment have been completed, and there shall be an absence of any legal or regulatory prohibitions or restrictions upon the consummation of the transactions under this Amendment.

(g)Fees.  The Borrower shall have paid to the Administrative Agent all fees due and owing pursuant to the fee letter dated as of April 4, 2019 by and among the Borrower, the Administrative Agent and PNC Capital Markets LLC.

(h)Miscellaneous.  Such other documents, agreements, instruments, deliverables and items deemed necessary by the Administrative Agent.

11.Representations, Warranties and Covenants.  The Borrower and each Guarantor covenants and agrees with and represents and warrants to the Administrative Agent and the Lenders as follows:

(a)the Borrower’s and Guarantors’ obligations under the Credit Agreement, as modified hereby, are and shall remain secured by the Collateral, pursuant to the terms of the Credit Agreement and the other Loan Documents;

(b)the Borrower and each of the Guarantors possesses all of the powers requisite for it to enter into and carry out the transactions of the Borrower and each Guarantor referred to herein and to execute, enter into and perform the terms and conditions of this Amendment, the Credit Agreement and the other Loan Documents and any other documents contemplated herein that are to be performed by the Borrower or such Guarantor; any and all actions required or necessary pursuant to the Borrower’s or such Guarantor’s organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by the Borrower and such Guarantor of the terms and conditions of this Amendment; the officers of the Borrower and each Guarantor executing this Amendment are the duly elected, qualified, acting and incumbent officers of such Loan Party and hold the titles set forth below their names on the signature lines of this Amendment; and such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower or such Guarantor is a party or by which the Borrower or such Guarantor or any of its properties is bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into, delivery and performance by the Borrower and such Guarantor of the terms and conditions of this Amendment, the Credit Agreement, the other Loan Documents and the transactions

5


 

contemplated hereby have been obtained by the Borrower and such Guarantor and are full force and effect;

(c)this Amendment, the Credit Agreement, and the other Loan Documents constitute the valid and legally binding obligations of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity;

(d)all representations and warranties made by the Borrower and each Guarantor in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any such representation and warranty that is qualified by materiality or reference to Material Adverse Change, in all respects) as of the date hereof, except to the extent that any such representation and warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects (or in the case of any such representation and warranty that is qualified by materiality or reference to Material Adverse Change, in all respects) as of such earlier date, with the same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and the Borrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the other Loan Documents;

(e)no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the other Loan Documents; there exist no defenses, offsets, counterclaims or other claims with respect to the Borrower’s or any Guarantor’s obligations and liabilities under the Credit Agreement or any of the other Loan Documents; and

(f)the Borrower and each Guarantor hereby ratifies and confirms in full its duties and obligations under the Credit Agreement, the Guaranty Agreement, and the other Loan Documents applicable to it, each as modified hereby.

12.Incorporation into Credit Agreement and other Loan Documents.  This Amendment shall be incorporated into the Credit Agreement by this reference and each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.  The term “Loan Documents” as defined in the Credit Agreement shall include this Amendment.

13.Severability.  If any one or more of the provisions contained in this Amendment, the Credit Agreement, or the other Loan Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Amendment, the Credit Agreement or the other Loan Documents shall not in any way be affected or impaired thereby, and this Amendment shall otherwise remain in full force and effect.

6


 

14.Successors and Assigns.  This Amendment shall apply to and be binding upon the Borrower and each Guarantor in all respects and shall inure to the benefit of each of the Administrative Agent and the Lenders and their respective successors and assigns, provided that neither the Borrower nor any Guarantor may assign, transfer or delegate its duties and obligations hereunder.  Nothing expressed or referred to in this Amendment is intended or shall be construed to give any person or entity other than the parties hereto a legal or equitable right, remedy or claim under or with respect to this Amendment, the Credit Agreement or any of the other Loan Documents, it being the intention of the parties hereto that this Amendment and all of its provisions and conditions are for the sole and exclusive benefit of the Borrower, the Guarantors, the Administrative Agent and the Lenders.

15.Reimbursement of Expenses.  The Borrower unconditionally agrees to pay and reimburse the Administrative Agent and save the Administrative Agent harmless against liability for the payment of reasonable out-of-pocket costs, expenses and disbursements, including without limitation, fees and expenses of counsel incurred by the Administrative Agent in connection with the development, preparation, execution, administration, interpretation or performance of this Amendment and all other documents or instruments to be delivered in connection herewith.

16.Counterparts.  This Amendment may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument.

17.Entire Agreement.  This Amendment sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to the subject matter hereof.  No representation, promise, inducement or statement of intention has been made by any party which is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.

18.Headings.  The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

19.Construction.  The rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Amendment.

20.Governing Law.  This Amendment shall be deemed to be a contract under the laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles.

21.Amendment/Novation.  This Amendment amends, among other things, the Credit Agreement.  All references to the “Credit Agreement” contained in the other Loan Documents delivered in connection with the Credit Agreement or this Amendment shall, and shall be deemed to refer to the Credit Agreement as amended by this Amendment.   Notwithstanding the

7


 

foregoing, the Obligations of the Borrower and the other Loan Parties outstanding under the Credit Agreement and the Loan Documents as of the Third Amendment Closing Date shall remain outstanding and shall constitute continuing Obligations without novation and shall continue as such to be secured by the Collateral.  Such Obligations shall in all respects be continuing and this Amendment shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations.  The Liens securing payment of the Obligations under the Credit Agreement, as amended in the form attached to this this Amendment, shall in all respects be continuing, securing the payment of all Obligations.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOLLOW]

 

 

8


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.

 

BORROWER:

 

 

KOPPERS INC.,

a Pennsylvania corporation

 

 

By: /s/ Michael J. Zugay

Name: Michael J. Zugay

Title: Treasurer

 

 

GUARANTORS:

 

 

KOPPERS HOLDINGS INC.,

a Pennsylvania corporation

KOPPERS DELAWARE, INC.,

a Delaware corporation

KOPPERS ASIA LLC,

a Delaware limited liability company

KOPPERS PERFORMANCE CHEMICALS INC.,
a New York corporation

KOPPERS RAILROAD STRUCTURES INC.,
a Delaware corporation

 

 

By: /s/ StevenR. Lacy

Name: Steven R. Lacy

Title:Secretary

 

 

KOPPERS WORLD-WIDE VENTURES CORPORATION,

a Delaware corporation

 

 

By: /s/ StevenR. Lacy

Name: Steven R. Lacy

Title:Secretary

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

BORROWER:

 

 

KOPPERS RECOVERY RESOURCES LLC

a Kansas limited liability company

KOPPERS VENTURES INC.,

a Delaware corporation

 

 

By: /s/ StevenR. Lacy

Name: Steven R. Lacy

Title:Secretary

 

 

KOPPERS-NEVADA LIMITED-LIABILITY COMPANY,
a Nevada limited liability company
KOPPERS NZ LLC,
a New York limited liability company
WOOD PROTECTION MANAGEMENT LLC,
a Nevada limited liability company

 

By: /s/ StevenR. Lacy

Name: Steven R. Lacy

Title:Manager

 

 

WOOD PROTECTION LP,

a Texas limited partnership

By:WOOD PROTECTION MANAGEMENT LLC,

as General Partner

 

By: /s/ StevenR. Lacy

Name:Steven R. Lacy

Title:Manager

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

BORROWER:

 

 

KOPPERS UTILITY AND INDUSTRIAL PRODUCTS INC.,
a South Carolina corporation
COX WOOD PRESERVING COMPANY,
a South Carolina corporation
NATIONAL WOOD SOURCING, LLC,
a South Carolina limited liability company
SUSTAINABLE MANAGEMENT SYSTEMS, LLC,
a South Carolina limited liability company
ATLANTIC POLE- GEORGIA, LLC,
a South Carolina limited liability company
ATLANTIC POLE- VIRGINIA, LLC,
a South Carolina limited liability company
COX RECOVERY SERVICES, LLC,
a South Carolina limited liability company
RUBY’S CORNER, LLC,
a South Carolina limited liability company
SWEETWATER WOOD HOLDINGS, LLC,
a South Carolina limited liability company
CAROLINA POLE, INC.,
a South Carolina corporation
NORTH-SOUTH WOOD PRESERVING COMPANY, INC.,
a South Carolina Corporation
STRUCTURAL WOODS PRESERVING CO.,
a North Carolina corporation
COVE CITY WOOD PRESERVING, INC.,
a North Carolina corporation
CAROLINA POLE LELAND, INC.,
a North Carolina corporation
LELAND LAND LLC,
a North Carolina limited liability company
COX WOOD OF ALABAMA, LLC,
an Alabama limited liability company
COX WOOD OF VIRGINIA, LLC,
a Virginia limited liability company

 

By: /s/ StevenR. Lacy

Name: Steven R. Lacy

Title:Secretary

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

ADMINISTRATIVE AGENT AND LENDERS:

 

 

PNC BANK, NATIONAL ASSOCIATION,

as a Lender and as Administrative Agent

 

 

By: /s/ Gregory E. Truitt

Name:Gregory E. Truitt

Title:Vice President

 

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

 

 

By: /s/ J. Barrett Donovan

Name:J. Barrett Donovan

Title:Senior Vice President

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

BANK OF AMERICA, N.A.,

as a Lender

 

 

By: /s/ Katherine Osele

Name:Katherine Osele

Title:Senior Vice President

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

FIFTH THIRD BANK,

as a Lender

 

 

By: /s/ Michael S. Barnett

Name:Michael S. Barnett

Title:Senior Vice President

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

BANK OF MONTREAL,

as a Lender

 

 

By: /s/ Matthew Gerber

Name:Matthew Gerber

Title:Managing Director

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

 

MUFG BANK, LTD.,

as a Lender

 

 

By: /s/ Liwei Liu

Name:Liwei Liu

Title:Vice President

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

CITIZENS BANK, N.A., as successor by merger to Citizens Bank of Pennsylvania, as a Lender

 

 

By: /s/ Carl S. Tabacjar, Jr.

Name:Carl S. Tabacjar, Jr.

Title:Senior Vice President

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

KEYBANK NATIONAL ASSOCIATION,

as a Lender

 

 

By: /s/ Bruce A. Sharp

Name:Bruce A. Sharp

Title:Senior Banker

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

NORTHWEST BANK,

as a Lender

 

 

By: /s/ C. Forrest Tefft

Name:C. Forrest Tefft

Title:Senior Vice President

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

THE HUNTINGTON NATIONAL BANK,

as a Lender

 

 

By: /s/ Michael Kiss

Name:Michael Kiss

Title:Vice President

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

FIRST NATIONAL BANK OF PENNSYLVANIA,

as a Lender

 

 

By: /s/ Dennis F. Lennon

Name:Dennis F. Lennon

Title:Vice President

 

 

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

TRISTATE CAPITAL BANK,

as a Lender

 

 

By: /s/ Ellen Frank

Name:Ellen Frank

Title:Senior Vice President

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

WASHINGTON FINANCIAL BANK,

as a Lender

 

 

By: /s/ Anthony M. Cardone

Name:Anthony M. Cardone

Title:Vice President

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

SUNTRUST BANK,

as a Lender

 

 

By: /s/ Lisa Garling

Name:Lisa Garling

Title: Director

 

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

     The undersigned Lender is executing this Amendment solely for the purpose of acknowledging the termination of its Revolving Credit Commitment and the repayment of its Term Loan.

 

 

 

 

FIRST COMMONWEALTH BANK,

as a Non-Extending Lender

 

 

By: /s/ David H. McGowan

Name:  David H. McGowan

Title:  Senior Corporate Banker, SVP

 

 

 


 

 

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders

Lender

Amount of Commitment for Revolving Credit Loans

Amount of Commitment for Term Loans

Commitment

Ratable Share

Name:PNC Bank, National Association
Address:The Tower at PNC
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Tracy J. DeCock, Senior Vice President
Email:tracy.decock@pnc.com
Telephone:412-762-9999
Telecopy:412-762-4718

with a copy to:

Name:PNC Agency Services
Address:PNC Bank, National Association
PNC Firstside Center
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention:Steven Franceschi
Email:steven.franceschi@pnc.com
Telephone:412-762-7691

$89,018,181.82

$12,981,818.18

$102,000,000.00

14.836363636%

Name: Wells Fargo Bank, National
Association
Address:11 Stanwix Street
Suite 2300
Pittsburgh, PA 15222
Attention: J. Barrett Donovan
Email:barrett.donovan@wellsfargo.com
Telephone:412-209-3006

$73,309,090.91

$10,690,909.09

$84,000,000.00

12.218181818%

Name: Bank of America, N.A.
Address: US Steel Tower
600 Grant Street, 53rd Floor
Pittsburgh, PA 15219
Attention: Katie Osele
Email:katherine.osele@baml.com
Telephone:412-338-8742
Telecopy:212-909-8548

$61,090,909.08

$8,909,090.92

$70,000,000.00

10.181818182%

Schedule 1.1(B) – Page 1

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Lender

Amount of Commitment for Revolving Credit Loans

Amount of Commitment for Term Loans

Commitment

Ratable Share

Name: Fifth Third Bank
Address:
Gulf Tower
707 Grant Street, 21st Floor
MD AGTB21
Pittsburgh, PA  15219
Attention:
Michael S. Barnett
Email:
michael.barnett@53.com
Telephone:
412-291-5457
Telecopy:
412-291-5411

$57,857,142.86

$8,437,499.99

$66,294,642.85

9.642857142%

Name: Bank of Montreal
Address: 115 S. LaSalle Street
25th Floor West
Chicago, IL 60603
Attention: Joshua Hovermale
Email:joshua.hovermale@bmo.com
Telephone:312-461-7120
Telecopy:312-293-4327

$45,381,818.18

$6,618,181.82

$52,000,000.00

7.563636364%

Name: MUFG Bank, Ltd.
Address: 1221 Avenue of the Americas
New York, NY  10020-1104
Attention: Mustafa Khan
Email:mukhan@us.mufg.jp
Telephone:212-782-4458

$42,857,142.86

$6,249,999.99

$49,107,142.85

7.142857142%

Name: Citizens Bank
Address: 525 William Penn Place
PW 2625
Pittsburgh, PA  15219
Attention: Carl Tabacjar
Email:carl.s.tabacjar@citizensbank.com
Telephone:412-867-2432

$42,857,142.86

$6,249,999.99

$49,107,142.85

7.142857142%

Name: KeyBank National Association
Address: 11 Stanwix Street, 15th Floor
Pittsburgh, PA 15222
Attention: Bruce Sharp
Email:bruce_a_sharp@keybank.com
Telephone:412-222-1491

$42,857,142.86

$6,249,999.99

$49,107,142.85

7.142857142%

Name: SunTrust Bank
Address: 500 West Monroe Street
Chicago, Illinois 60661
Attention: Lisa Garling
Email:Lisa.Garling@suntrust.com
Telephone:312-356-3295

$36,654,545.45

$5,345,454.55

$42,000,000.00

6.109090909%

Schedule 1.1(B) – Page 2

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Lender

Amount of Commitment for Revolving Credit Loans

Amount of Commitment for Term Loans

Commitment

Ratable Share

Name: Northwest Bank
Address:
535 Smithfield Street, Suite 501
Pittsburgh, PA  15222
Attention:
C. Forrest Tefft
Email:
ftefft@nwbcorp.com
Telephone:
412-325-6216 ext 3

$30,545,454.55

$4,454,545.45

$35,000,000.00

5.090909091%

Name: The Huntington National Bank
Address: 222 North LaSalle
Suite 1200
Chicago, IL  60601
Attention: Michael Kiss
Email:Michael.Kiss@huntington.com
Telephone:312-762-2163
Telecopy:877-860-4154

$30,000,000.00

$4,375,000.00

$34,375,000.00

5.000000000%

Name: First National Bank of Pennsylvania
Address: 12 Federal Street
Pittsburgh, PA  15212
Attention: Dennis F. Lennon
Email:Lennon@fnb-corp.com
Telephone:412-395-2042
Telecopy:412-231-3584

$30,000,000.00

$4,375,000.00

$34,375,000.00

5.000000000%

Name: Tristate Capital Bank
Address: 789 E. Lancaster Avenue, Suite 240
Villanova, PA  19085
Attention: Ellen Frank
Email:EFrank@tscbank.com
Telephone:610-526-6771

$11,142,857.14

$1,625,000.01

$12,767,857.15

1.857142858%

Name: Washington Financial Bank
Address: 77 South Main Street
Washington, PA  15301
Attention: Anthony M. Cardone
Email:acardone@mywashingtonfinancial.com
Telephone:724-206-1113
Telecopy:724-225-8642

$6,428,571.43

$937,500.02

$7,366,071.45

1.071428575%

TOTAL

$600,000,000

$87,500,000

$687,500,000

100.0000000%

 

Schedule 1.1(B) – Page 3

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 2 - Addresses for Notices to Borrower and Guarantors:

 

ADMINISTRATIVE AGENT

Name:PNC Bank, National Association
Address:The Tower at PNC
300 Fifth Avenue, 13th Floor
Pittsburgh, Pennsylvania 15222
Attention: Tracy J. DeCock, Senior Vice President
Email:tracy.decock@pnc.com
Telephone:412-762-9999
Telecopy:412-762-4718

with a copy to:

Name:PNC Agency Services
Address:PNC Bank, National Association
PNC Firstside Center
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention:Steven Franceschi
Email:steven.franceschi@pnc.com

Telephone:412-762-7691
Telecopy:412-___-____

 

BORROWER:

Name: Koppers Inc.

Address:436 Seventh Avenue

Pittsburgh, Pennsylvania 15219

Attention:Michael J. Zugay

Email:ZugayMJ@koppers.com

Telephone:412-227-2231

Telecopy:412-227-2444


Schedule 1.1(B) – Page 4

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

GUARANTORS:

Name:[Name]

c/o Koppers Inc.

Address:436 Seventh Avenue

Pittsburgh, Pennsylvania 15219

Attention:Michael J. Zugay

Email:ZugayMJ@koppers.com

Telephone:412-227-2231

Telecopy:412-227-2444

 

Schedule 1.1(B) – Page 5

 


 

 

SCHEDULE 6.1.1

QUALIFICATIONS TO DO BUSINESS

Entity

Jurisdiction of
Incorporation/Organization

Jurisdictions of Qualification

Koppers Inc.

Pennsylvania

Alabama, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Virginia, Washington, West Virginia, Wisconsin

Koppers World-Wide Ventures Corporation

Delaware

 

Koppers Delaware, Inc.

Delaware

 

Koppers Assurance, Inc.

South Carolina

 

Koppers Asia LLC

Delaware

 

Koppers Holdings Inc.

Pennsylvania

 

Koppers Ventures Inc.

Delaware

 

Koppers Recovery Resources LLC (formerly known as M.A. Energy Resources, LLC)

Kansas

Michigan, Tennessee, Texas

Koppers Utility and Industrial Products Inc. (formerly known as Cox Industries, Inc.)

South Carolina

Texas, New Hampshire, Washington, New Jersey

Atlantic Pole - Georgia, LLC

South Carolina

Georgia

Atlantic Pole - Virginia, LLC

South Carolina

Virginia

Carolina Pole Leland, Inc.

North Carolina

Alabama, Florida, Georgia, Massachusetts, North Carolina, New Jersey, Pennsylvania

Carolina Pole, Inc.

South Carolina

Kansas

Cove City Wood Preserving, Inc.

North Carolina

 

Cox Recovery Services, LLC

South Carolina

 

Cox Wood of Alabama, LLC

Alabama

 

Cox Wood of Virginia, LLC

Virginia

 

Cox Wood Preserving Company

South Carolina

 

Leland Land LLC

North Carolina

 

National Wood Sourcing, LLC

South Carolina

 

North - South Wood Preserving Company, Inc.

South Carolina

 

Ruby’s Corner, LLC

South Carolina

 

Structural Woods Preserving Co.

North Carolina

 

Sustainable Management Systems LLC

South Carolina

 

Sweetwater Wood Holdings, LLC

South Carolina

Tennessee, Georgia

Koppers Australia Holding Company Pty Ltd

Australia (Victoria)

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Entity

Jurisdiction of
Incorporation/Organization

Jurisdictions of Qualification

Koppers Australia Pty Limited

Australia (NSW)

 

Koppers Wood Products Pty. Ltd.

Australia (NSW)

Philippines

Koppers Carbon Materials & Chemicals Pty Ltd.

Australia (NSW)

 

Continental Carbon Australia Pty Ltd.

Australia (NSW)

 

Koppers Ashcroft Inc.

British Columbia (Canada)

 

Koppers Europe ApS

Denmark

 

Koppers Denmark ApS

Denmark

 

Koppers Tar Tech International ApS

Denmark

 

Koppers European Holdings ApS

Denmark

 

Koppers Poland Sp. z.o.o

Poland

 

Koppers UK Holding Ltd.

England

 

Koppers UK Limited

England

 

Koppers UK Transport Limited

England

 

Koppers International B.V.

The Netherlands

 

Koppers Netherlands B.V.

The Netherlands

 

Koppers World-Wide Holdings C.V.

The Netherlands

 

Koppers Global Investments C.V.

The Netherlands

 

Koppers Australasian Investments C.V.

The Netherlands

 

Koppers Australasian B.V.

The Netherlands

 

Koppers UK Investments Ltd.

England

 

Tankrederij J.A. van Seumeren B.V.

The Netherlands

 

Koppers Performance Chemicals Inc.

New York

Georgia, Michigan, South Carolina, Tennessee, Washington

Koppers Railroad Structures Inc.

Delaware

Alabama, Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming

Koppers Railroad Structures Canada Inc.

British Columbia, Canada

Alberta, Manitoba, Ontario, Saskatchewan

Koppers-Nevada Limited-Liability Company

Nevada

 

Wood Protection Management LLC

Nevada

Texas

Koppers Performance Chemicals Denmark ApS

Denmark

 

Koppers Performance Chemicals Australia Pty Ltd.

Australia

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Entity

Jurisdiction of
Incorporation/Organization

Jurisdictions of Qualification

Koppers (Thailand) Ltd.

Thailand

 

Protim Solignum Sdn Bhd

Malaysia

 

Comercial KPC Chile Limitada (formerly known as Comercial Osmose Chile Limitada)

Chile

 

Protim Solignum Ltd.

England

 

Koppers NZ LLC

New York

 

Timber Specialties Limited (formerly known as Timber Specialties Co.)

Nova Scotia, Canada

Registered agents in Ontario, Alberta, British Columbia, Manitoba, Newfoundland, Quebec and Saskatchewan

Wood Protection LP

Texas

 

Oy Koppers Finland Ab

Finland

 

Koppers Sweden AB

Sweden

 

Koppers Norway AS

Norway

 

Koppers Deutschland GmbH

Germany

 

Koppers Latvia SIA

Latvia

 

Protim Solignum South Africa Pty Ltd.

South Africa

 

Koppers Performance Chemicals New Zealand

New Zealand

 

Koppers NZ Holdings

New Zealand

 

Protim Ltd.

Ireland

 

Koppers Performance Chemicals Brasil Comercio de Preservantes Ltda.

Brazil

 

Retratar Espana S.L.

Spain

 

 

 


 

 

SCHEDULE 6.1.2

SUBSIDIARIES1

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

 

Borrower’s United States Subsidiaries:

Koppers Asia LLC

Delaware limited liability company

None.

None.

Koppers Inc. owns 100% of the membership interest in Koppers Asia LLC

Koppers Assurance, Inc.

South Carolina corporation

100,000 shares of common stock are currently authorized.

50,000 shares of common stock are currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers Assurance, Inc.

Koppers Delaware, Inc.

Delaware corporation

1,000 shares of common stock are currently authorized.

1,000 shares of common stock are currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers Delaware, Inc.

Koppers Ventures Inc.

Delaware corporation

100 shares of common stock are currently authorized.

100 shares of common stock are currently issued and outstanding.

Koppers World-Wide Ventures Corporation owns 100% of the issued and outstanding common stock of Koppers Ventures Inc.

Koppers World-Wide Ventures Corporation

Delaware corporation

1,000 shares of common stock are currently authorized.

1,000 shares of common stock are currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers World-Wide Ventures Corporation

Koppers Recovery Resources LLC (formerly known as M.A. Energy Resources, LLC)

Kansas limited liability company

None.

None.

Koppers Inc. owns 100% of the membership interest in Koppers Recovery Resources LLC

 

1 

There are no options, warrants or other rights outstanding to purchase any of the Subsidiary Shares set forth on this Schedule 6.1.3.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers Utility and Industrial Products Inc. (formerly known as Cox Industries, Inc.)

South Carolina corporation

1 share of common stock is currently authorized.

1 share of common stock is currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers Utility and Industrial Products Inc.

Atlantic Pole - Georgia, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Atlantic Pole - Georgia, LLC

Atlantic Pole - Virginia, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Atlantic Pole - Virginia, LLC

Carolina Pole Leland, Inc.

North Carolina corporation

100,000 shares of common stock are currently authorized.

100,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of Carolina Pole Leland, Inc.

Carolina Pole, Inc.

South Carolina corporation

1,000,000 shares of common stock are currently authorized.

260,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of Carolina Pole, Inc.

Cove City Wood Preserving, Inc.

North Carolina corporation

1,000,000 shares of common stock are currently authorized.

260,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of Cove City Wood Preserving, Inc.

Cox Recovery Services, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Cox Recovery Services, LLC

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Cox Wood of Alabama, LLC

Alabama limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Cox Wood of Alabama, LLC

Cox Wood of Virginia, LLC

Virginia limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Cox Wood of Virginia, LLC

Cox Wood Preserving Company

South Carolina corporation

1,000,000 shares of common stock are currently authorized.

260,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of Cox Wood Preserving Company

Leland Land LLC

North Carolina limited liability company

None.

None.

Carolina Pole, Inc. owns 100% of the membership interest in Leland Land LLC

National Wood Sourcing, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in National Wood Sourcing, LLC

North - South Wood Preserving Company, Inc.

South Carolina corporation

100,000 shares of common stock are currently authorized.

2,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of North - South Wood Preserving Company, Inc.

Ruby’s Corner, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Ruby’s Corner, LLC

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Structural Woods Preserving Co.

North Carolina corporation

100,000 shares of common stock are currently authorized.

95,000 shares of common stock are currently issued and outstanding.

Koppers Utility and Industrial Products Inc. owns 100% of the issued and outstanding common stock of Structural Woods Preserving Co.

Sustainable Management Systems LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Sustainable Management Systems LLC

Sweetwater Wood Holdings, LLC

South Carolina limited liability company

None.

None.

Koppers Utility and Industrial Products Inc. owns 100% of the membership interest in Sweetwater Wood Holdings, LLC

 

Borrower’s Australian Subsidiaries:

Koppers Australia Holding Company Pty Ltd.

Australian corporation (Victoria)

Ordinary, “A” class, “B” class, “C” class, “D” class, “E” class, “F” class, “G” class, “H” class and Redeemable Preference Shares are currently authorized.

12 Ordinary Shares fully paid are currently issued and outstanding.

Koppers Australasian B.V. owns 100% of the issued and outstanding common stock of Koppers Australia Holding Co. Pty Ltd.

Koppers Australia Pty Ltd.

Australian corporation (NSW)

Ordinary, Shares and “C” Shares are currently authorized.

12,375,000 ordinary shares fully paid are currently issued and outstanding and 2,183,824 non- voting C shares are currently issued and outstanding.

Koppers Australia Holding Company Pty Ltd. currently owns 100% of the issued and outstanding ordinary shares of common stock of Koppers Australia Pty. Ltd and 100% of the issued and outstanding non-voting C shares.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers Wood Products Pty Ltd.

Australian corporation (NSW)

Directors are currently authorized to control issuance of shares.

3,500,000 ordinary shares fully paid are currently issued and outstanding.

Koppers Australia Pty. Limited currently owns 100% of the issued and outstanding shares of nominal common stock of Koppers Wood Products Pty Ltd.

Koppers Carbon Materials & Chemicals Pty Ltd.

Australian corporation (NSW)

Directors are currently authorized to control issuance of shares.

2,000,000 ordinary shares fully paid are currently issued and outstanding.

Koppers Australia Pty. Limited currently owns 100% of the issued and outstanding shares of nominal common stock of Koppers Carbon Materials & Chemicals Pty Ltd.

Continental Carbon Australia Pty Ltd.

Australian corporation (NSW)

Directors are currently authorized to control issuance of shares.

8,000,000 ordinary shares fully paid are currently issued and outstanding.

Koppers Australia Pty Limited currently owns 100% of the issued and outstanding shares of nominal common stock of Continental Carbon Australia Pty Ltd.

Borrower’s Canadian Subsidiaries:

Koppers Ashcroft Inc.

British Columbia, Canada corporation

Unlimited shares of capital stock without par are currently authorized.

100 shares of common stock are currently issued and outstanding.

Koppers World-Wide Ventures Corporation currently owns 100% of the issued and outstanding shares of common stock of Koppers Ashcroft Inc.

Borrower’s European Subsidiaries:

Koppers Global Investments C.V.

The Netherlands – limited partnership

None.

None.

Koppers Ventures Inc. owns <1% of the interests and Koppers World-Wide Ventures Corporation owns >99% of the interests of Koppers Global Investments C.V.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers UK Investments Ltd.

English limited corporation

Shares of ordinary A shares and shares of ordinary B shares are currently authorized.

198 ordinary A shares and 2 ordinary B shares of registered capital stock are currently issued and outstanding.

Koppers UK Ltd. owns 100% of the issued and outstanding shares of ordinary A stock and 100% of the issued and outstanding shares of ordinary B stock of Koppers UK Investments Ltd.

Koppers Australasian Investments C.V.

The Netherlands –limited partnership

None.

None.

Koppers Ventures Inc. owns <1% of the interests and Koppers World-Wide Holdings C.V. owns >99% of the interests of Koppers Australasian Investments C.V.

Koppers Australasian B.V.

The Netherlands – private limited liability company

One or more shares may be issued with a nominal value of EUR 1 per share.

1 share is currently issued and outstanding.

Koppers International B.V.

(Represented by its General Partner, Koppers Ventures Inc.)

owns 100% of the issued and outstanding shares of Koppers Australasian B.V.

Koppers Europe ApS

Danish corporation

DKK 8,375,000 shares of registered capital stock are currently authorized.

DKK 8,375,000 shares of registered capital stock are currently issued and outstanding.

Koppers International B.V. currently owns 100% of the issued and outstanding shares of registered capital stock of Koppers Europe ApS.

Koppers Denmark ApS

Danish corporation

DKK 70,000,000 shares of registered capital stock are currently authorized.

DKK 70,000,000 shares of registered capital stock are currently issued and outstanding.

Koppers Europe ApS currently owns 100% of the issued and outstanding shares of registered capital stock of Koppers Denmark ApS.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers Tar Tech International ApS

Danish corporation

DKK 2,000,000 shares of registered capital stock are currently authorized.

DKK 2,000,000 shares of registered capital stock are currently issued and outstanding.

Koppers Denmark ApS currently owns 100% of the issued and outstanding shares of registered capital stock of Koppers Tar Tech International ApS.

Koppers European Holdings ApS

Danish corporation

DKK 500,000 shares of registered capital stock are currently authorized.

DKK 500,000 shares of registered capital stock are currently issued and outstanding.

Koppers Denmark ApS owns 100% of the issued and outstanding shares of registered capital stock of Koppers European Holdings ApS.

Koppers Poland Sp. z.o.o.

Polish corporation (limited liability company)

PLN 1.700.000 divided into 3,400 shares with a value of PLN 500 each are currently authorized.

3,400 shares are currently issued and outstanding.

Koppers European Holdings ApS currently owns 100% of the issued and outstanding capital stock of Koppers Poland Sp. z.o.o.

Koppers UK Holding Ltd.

English limited corporation

3,900,000 shares of registered capital stock are currently authorized.

3,900,000 shares of registered capital stock are currently issued and outstanding.

Koppers European Holdings ApS currently owns 100% of the issued and outstanding capital stock of Koppers UK Holding Ltd.

Koppers UK Limited

English limited corporation

3,000,000 shares of registered capital stock are currently authorized.

1,560,000 shares of registered capital stock are currently issued and outstanding.

Koppers UK Holding Ltd. currently owns 100% of the issued and outstanding capital stock of Koppers UK Limited.

Koppers UK Transport Limited

English limited corporation

20,000 ordinary shares are currently authorized.

16,150 ordinary shares are currently issued and outstanding.

Koppers UK Investments Ltd currently owns 100% of the issued and outstanding capital stock of Koppers UK Transport Limited

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers International B.V.

The Netherlands – private limited liability company

90,000 shares may be issued with a nominal value of EUR 1 per share.

18,000 shares are issued and outstanding with a nominal value of EUR 1 per share.

Koppers Australasian Investments C.V. (Represented by its General Partner, Koppers Ventures Inc.) owns 100% of the issued and outstanding shares of Koppers International B.V.

Koppers Netherlands B.V.

The Netherlands – private limited liability company

EUR 6,750,000.00 divided into 15,000 shares with a par value of EUR 450 each are authorized.

EUR 3,150,000.00 divided into 7,000 shares with a par value of EUR 450 each are issued and outstanding.

Koppers International B.V. owns 100% of the issued and outstanding shares of Koppers Netherlands B.V.

Koppers World- Wide Holdings C.V.

The Netherlands – limited partnership

None.

None.

Koppers Ventures Inc. owns <1% of the interests and Koppers Global Investments C.V. owns >99% of the interests of Koppers World-Wide Holdings C.V.

Tankrederij J.A. van Seumeren B.V.

The Netherlands – private limited liability company

NLG 75,000 (Dutch guilders) divided into 75 shares of NLG at 1,000 each are authorized.

NLG 15,000 shares are issued and outstanding.

Koppers Netherlands B.V. owns 100% of the issued and outstanding shares of Tankrederij J.A. van Seumeren B.V.

 

Borrower’s Subsidiaries acquired from Osmose Holdings, Inc.:

Koppers Performance Chemicals Inc.

New York corporation

2,250,000 shares of common stock are currently authorized. 52,600 shares of Preferred, Series A stock are currently authorized.

774,254 shares of common stock are currently issued and outstanding.  52,600 shares of Preferred Series A stock are currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers Performance Chemicals Inc.  Koppers UK Limited owns 100% of the issued and outstanding Preferred, Series A stock of Koppers Performance Chemicals Inc.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers Railroad Structures Inc.

Delaware corporation

3,000 shares of common stock are currently authorized.

100 shares of common stock are currently issued and outstanding.

Koppers Inc. owns 100% of the issued and outstanding common stock of Koppers Railroad Structures Inc.

Koppers Railroad Structures Canada Inc.

British Columbia, Canada corporation

Common shares of no maximum amount are currently authorized.

100 shares of common stock are currently issued and outstanding.

Koppers Railroad Structures Inc. owns 100% of the issued and outstanding common stock of Koppers Railroad Structures Canada Inc.

Koppers-Nevada Limited-Liability Company

Nevada limited liability company

None.

None.

Koppers Performance Chemicals Inc. owns 100% of the interests of Koppers-Nevada Limited-Liability Company.

Wood Protection Management LLC

Nevada limited liability company

None.

None.

Koppers Performance Chemicals Inc. owns 100% percent of the interests of Wood Protection Management LLC

Koppers Performance Chemicals Denmark ApS

Danish corporation

DKK 4,001,000 shares of registered capital stock are currently authorized.

10 shares of capital stock are currently issued and outstanding.

Koppers Europe ApS owns 100% of the issued and outstanding shares of registered capital stock of Koppers Performance Chemicals Denmark ApS

Koppers Performance Chemicals Australia Pty Ltd.

Australian corporation (NSW)

4 ordinary shares are currently authorized.

4 ordinary shares are currently issued and outstanding.

Koppers Australia Holding Company Pty. Ltd. owns 100% of the issued and outstanding ordinary shares of Koppers Performance Chemicals Australia Pty. Ltd.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers (Thailand) Ltd.

Thailand corporation

Registered capital is fixed at Baht 2,000,000 divided into 20,000 shares at 100 Baht per share.

20,000 shares of capital stock are currently issued and outstanding.

Koppers Performance Chemicals Inc. owns 74.995% of the issued and outstanding shares, Protim Solignum Ltd. owns 25% of the issued and outstanding shares, and Stuart Jepson owns 1 of the issued and outstanding shares of Koppers (Thailand) Ltd.

Protim Solignum Sdn Bhd

Malaysian corporation

RM 50,000 of ordinary share capital divided into 50,000 ordinary shares is currently authorized.

2 ordinary shares are currently issued and outstanding.

Koppers Performance Chemicals Inc. and Protim Solignum Ltd. each own 50% of the issued and outstanding ordinary shares of Protim Solignum Sdn Bhd.

Comercial KPC Chile Limitada (formerly known as Comercial Osmose Chile Limitada)

Chilean corporation

CLP 5,000,000 of formal capital.

100% of the rights are currently issued and outstanding.

Koppers Performance Chemicals Inc. owns 99.9% of the issued and outstanding rights and Michael Grosty Cousino owns 0.1% of the issued and outstanding rights as nominee of Comercial KPC Chile Limitada.

Protim Solignum Ltd.

English limited corporation

2,020,001 ordinary shares are currently authorized.

2,020,001 ordinary shares are currently issued and outstanding.

Koppers UK Holding Ltd. owns 100% of the issued and outstanding ordinary shares of Protim Solignum Ltd.

Koppers NZ LLC

New York limited liability company

None.

None.

Koppers Performance Chemicals Inc. owns 100% of the interests of Koppers NZ LLC.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Timber Specialties Limited (formerly known as Timber Specialties Co.)

Nova Scotia, Canada corporation

Shares of common shares with the power to divide such shares into classes are currently authorized

2 shares of common stock are currently issued and outstanding.

Koppers International B.V. owns 100% of the issued and outstanding shares of Timber Specialties Limited

Wood Protection LP

Texas limited partnership

None.

None.

Koppers-Nevada Limited-Liability Company owns 99% of the interests and Wood Protection Management LLC owns 1% of the interests of Wood Protection LP.

Oy Koppers Finland Ab

Finnish corporation

EUR 10,000 capital stock is currently authorized.

234 shares of capital stock are currently issued and outstanding.

Koppers Performance Chemicals Denmark ApS owns 100% of the issued and outstanding capital stock of Oy Koppers Finland AB.

Koppers Sweden AB

Swedish corporation

SEK 1,000,000 of capital stock with a minimum of 50,000 shares and a maximum of 100,000 shares is currently authorized.

50,000 shares of capital stock are currently issued and outstanding.

Koppers Performance Chemicals Denmark ApS owns 100% of the issued and outstanding capital stock of Koppers Sweden AB.

Koppers Norway AS

Norwegian corporation

NOK 166,000 of share capital divided into 83 shares, each with a par value of NOK 2,000 is currently authorized.

83 shares are currently issued and outstanding.

Koppers Performance Chemicals Denmark ApS owns 100% of the issued and outstanding capital stock of Koppers Norway AS.

Koppers Deutschland GmbH

German corporation

EUR 25,000 of share capital is currently authorized.

EUR 25,000 of share capital is currently issued and outstanding.

Koppers Performance Chemicals Denmark ApS owns 100% of the issued and outstanding capital stock of Koppers Deutschland GmbH

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Subsidiary Name

Jurisdiction of Incorporation/
Organization

Authorized
Capital Stock

Issued and Outstanding Shares of Capital Stock

Holders of Issued and Outstanding Shares of Capital Stock

Koppers Latvia SIA

Latvian corporation

EUR 2828 of capital stock divided into 101 shares is currently authorized.

101 shares of capital stock are currently issued and outstanding.

Koppers Performance Chemicals Denmark ApS owns 100% of the issued and outstanding capital stock of Koppers Latvia SIA.

Protim Solignum South Africa Pty Ltd.

South African corporation

1,000 shares are currently authorized.

120 shares are currently issued and outstanding.

Protim Solignum Ltd. owns 100% of the issued and outstanding shares of Protim Solignum South Africa Pty Ltd.

Koppers Performance Chemicals New Zealand

New Zealand corporation

5,071,900 shares are currently authorized.

5,071,900 shares are currently issued and outstanding.

Koppers NZ Holdings owns 100% of the issued and outstanding shares of Koppers Performance Chemicals New Zealand.

Koppers NZ Holdings

New Zealand corporation

2 shares of capital stock are currently authorized.

2 shares are currently issued and outstanding.

Koppers Australasian B.V. owns 100% of the issued and outstanding shares of Koppers NZ Holdings.

Protim Ltd.

Irish corporation

EUR 100,000 of capital stock divided into 100,000 shares is currently authorized.

100 shares of capital stock are currently issued and outstanding.

Protim Solignum Ltd. owns 100% of the issued and outstanding shares of capital stock of Protim Ltd.

Koppers Performance Chemicals Brasil Comercio de Preservantes Ltda.

Brazilian corporation

N/A

8,909,218 quotas are currently issued and outstanding.

Koppers Performance Chemicals Inc. owns 99.99% and Koppers-Nevada Limited-Liability Company owns 0.01% of the issued and outstanding quotas of Koppers Performance Chemicals Brasil Comerico de Preservantes Ltda.

 

 


 

 

Schedule 6.1.7

 

US Real Property

 

FACILITY

CITY

STATE

OWNED OR LEASED

Auburn

Auburn

Me

Leased

Dubuque (Track)

Dubuque

IA

Leased

Dubuque (Mileston 183.5)

Dubuque

IA

Leased

Follansbee

 

Follansbee

 

WV

Owned

Garrison

Garrison

KY

Leased

Stickney

Cicero

IL

Owned and Leased

Woodward Tar

Dolomite

AL

Owned

Griffin - Vacant Lot

Griffin

GA

Owned

1016 Everee Inn Road

Griffin

GA

Owned

Everee Inn Road (Vacant Lot)

Griffin

GA

Owned

1121 Anne Street

Griffin

GA

Owned

1142 Anne Street

Griffin

GA

Owned

1141 Anne Street

Griffin

GA

Owned

1143 Anne Street

Griffin

GA

Owned

1145 Anne Street

Griffin

GA

Owned

Hope Hull

Hope Hull

AL

Leased

Millington

Millington

TN

Owned

Rock Hill

Rock Hill

SC

Owned

52430 Duncan Avenue

Hubbell

MI

Leased

Hubbell

Hubbell (Tamarack City)

MI

Leased

3691 Tulane Road

 

Memphis

TN

Leased

372 Titan St.

 

Memphis

TN

Leased

3183 Tranquility Dr.

 

Memphis

TN

Leased

3333 Asteroid Rd.

 

Memphis

TN

Leased

Koppers Global Technology Center

Pittsburgh

PA

Leased

Koppers Headquarters

Pittsburgh

PA

Leased

4518 Tompkins Drive

Madison                            

WI

Owned

4546 Tompkins Drive

Madison                            

WI

Owned

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

OWNED OR LEASED

4602 Tompkins Drive

Madison                            

WI

Owned

6405 Metcalf Ave., Ste.106

Overland Park

KS

Leased

100 New Hermitage Drive, Office 2B

Hermitage

MO

Leased

184 A&B, West Independence Blvd

Mount Airy

NC

Leased

Houston

Houston

TX

Owned

6801 School Street

Valley City

OH

Leased

Denver

 

Denver

 

CO

 

Owned

Florence

Florence

SC

Owned

Grenada

Grenada

MS

Owned

Green Spring

 

Green Spring

 

WV

Owned

Guthrie

 

Guthrie

 

KY

Owned

North Little Rock

North Little Rock

AR

Owned

Roanoke

Salem

VA

Owned

Somerville

 

Somerville

 

TX

Owned

Susquehanna

 

Susquehanna

 

PA

Owned

Beaver Dam

Beaver Dam

KY

Leased

Corinth

Corinth

MS

Leased

Crewe

Crewe

VA

Leased

Dillwyn

Dillwyn

VA

Leased

Fordyce

Fordyce

AR

Owned

Galesburg

Galesburg

IL

Leased

Garrison

Garrison

KY

Leased

Holly Springs

Holly Springs

MS

Owned and Leased

Huntington

Huntington

WV

Leased

Jackson

Jackson

TN

Leased

Lordstown

Lordstown

OH

Leased

Mitchell

Mitchell

IN

Leased

Morrison

McMinnville

TN

Leased

Orange

Orange

VA

Leased

Paducah

Paducah

KY

Leased

Poplar Bluff

Poplar Bluff

MO

Leased

Sedalia

Sedalia

MO

Leased

West Plains

West Plains

MO

Leased

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

OWNED OR LEASED

9401 Indian Creek Parkway

Overland Park

KS

Leased

12911 Highway 59 North

Queen City

TX

Leased

1999 North Teal Road

Orange

TX

Leased

11700 Fm 3129

Queen City

TX

Leased

17691 U.S. Hwy 41

L’Anse

MI

Leased

1901 Wood Treatment Road

Leland

NC

Owned

237 Forestry Road

Eutawville

SC

Owned

HWY 453/Eutaw Rd.

Holly Hill

SC

Owned

2960 Cox Road

Blackstone

VA

Owned

704 Atlantic Avenue

Vidalia

GA

Owned

21366 General Thomas Highway

Newsoms

VA

Owned

160 Preserver Rd

North

SC

Owned

2364 Savannah Highway

Sylvania

GA

Owned

917/945 Two Church Road

Bowman

SC

Owned

555 S. Main Street

Sweetwater

TN

Owned

Milport at Butler Road 128 Millport Circle

(Office Space 202 and 233)

Greenville

SC

Leased

Milport at Butler Road 128 Millport Circle (Office Space 240)

Greenville

SC

Leased

707 Grant Street

Pittsburgh

PA

Leased

8 acre parcel located at 7085 Eddy Road

Arbuckle

CA

Leased

Three-acre parcel at the Northeastern Industrial Park

Guilderland Center

NY

Leased

Yard and Storage Space

South Windham

CT

Leased

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

OWNED OR LEASED

Yard and Storage Space

New Haven

CT

Leased

Corner of 12th Street and Avenue E

Council Bluffs

IA

Leased

1248 Buchanan Street

Green Bay

WI

Leased

Two parcels of land located at Main Line Mile Post 4.0

Rochester

NY

Leased

1517 Route 38

Hainesport

NJ

Leased

225 feet of Lessor’s Track No. 011

Ivory, St Louis

MO

Leased

219 E. Hoffmeister Ave.

St. Louis

MO

Leased

Premises in Oklahoma City, OK described in Exhibit to Lease

Oklahoma City

OK

Leased

18719 Highway 11

Vance

AL

Leased

310 Hendley St.

Fulton

AL

Leased

3223 Sunset Blvd

West Columbia

SC

Leased

N. Railroad Avenue

Chauncey

GA

Leased

61 Union Street

Westfield

MA

Leased

1958 Broadway

Raynham

MA

Leased

860 Cannon Bridge Road

Orangeburg

SC

Leased

 

 

 

Australian/Asian Real Property

 

FACILITY

COUNTRY

OWNED OR LEASED

Cafpirco Road

Cambier, SA 5290

Mount Gambier South Australia

AU

Owned

25 Buckley Grove, Moolap, Victoria

Moolap Victoria

AU

Owned

PO Box 9100

Bunbury Western Australia

AU

Owned/ Leased

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

COUNTRY

OWNED OR LEASED

PO Box 335 
38 Red Lane

Grafton New South Wales

AU

Owned

PO Box 29 
24 Tannery Road

Longford Tasmania

AU

Owned

PO Box 23 
Woodstock Street port cl

Mayfield New Castle

New South Wales

AU

Owned

Unit 12/ 49 Jijaws St., Sumner Park, QLD

AU

Leased

Biovista

No. 25-1 Jl. Damai Niaga

Alam Damai Cheras

5600 Kuala Lumpur

Malaysia

Leased

6, Jalan 5, Kawasan Perusahaan,

Bandar Sultan Sulaiman,

Pelabuhan Klang,

Selangor, 42000, Malaysia

Malaysia

Leased

19 Lebuh Sultan Mohamed 2,

Bandar Sultan Sulaiman,

Pelabuhan Klang,

Selangor, 42000, Malaysia

Malaysia

Leased

152 Unit 1607, 16th Floor

Chartered Square Building

North Sathorn Road Silom

Bangkok 10500, Thailand

Thailand

Leased

PO Box 162 Hervey Bay 
225 Torbanlea Pialba Road

Takura Queensland 

AU

Leased

Unit 1214 Medical Plaza Makati Amorsolo St. Cor. De la Rosa Street 
Legaspi Village

Manilla Philippines

Philippines

Leased

 

 

 

 

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Canadian Real Property

 

FACILITY

COUNTRY

OWNED OR LEASED

1425 Evans Road, P.O. Box 1510 
Ashcroft, British Columbia V0K 1A0

Canada

Owned

35 Crawford Street, Campbellville ON L0P 1B0

Canada

Leased

304 Concession 11

Hagersville

Canada

Leased

 

China Real Property

 

FACILITY

COUNTRY

OWNED OR LEASED

Jingtan Port Balizhuangnan, Fengrunqu Tangshan 063039 
Hebei Provence 

China

Owned

Tangshan Plant Balizhuangnan, Fengrunqu 
Hebei Province, Tangshan 063039

China

Owned

 

New Zealand Real Property

 

FACILITY

COUNTY

OWNED OR LEASED

14 Mayo Road

Wiri, Manukau     Auckland    

New Zealand

Owned

8 Mayo Road

Wiri, Manukau     Auckland  

New Zealand

Owned

23 Yukon Place

Hornby, Christchurch

New Zealand

Owned

 

 

European Real Property

 

FACILITY

COUNTRY

OWNED OR LEASED

Lingfield Way

United Kingdom

Owned

Marlow

United Kingdom

Owned

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

COUNTRY

OWNED OR LEASED

Plot 8 (Fieldhouse Lane) Marlow, Bucks, United Kingdom SL7 1LS

 

United Kingdom

Protim Solignum Limited / the Urban District Council of Marlow / Wycombe District Council

 

 

Stan Robinson (Stafford) Limited

Darlington Road,

Darlington, County Durham

Postal Code: DL1 4PT

 

United Kingdom

 

Owned

Unit 1214 Medical Plaza Makati Amorsolo St. Cor. De la Rosa Street 
Legaspi Village

Denmark

Owned/Leased

Avernakke

Nyborg

Lease

Ansgarsvej 7

Nyborg

Owned

11 Jamestown Rd.

Inchicore

Dublin 8

Ireland

 

Leased

Lundinkatu 10 B 35, FI-061000 Porvoo

Finland

 

Leased

Premises No 30-11-2011/001

Sampetera Str. 2

1046 Riga, Latvia cadastral No. 0100 076 0184

 

Latvia

 

Leased

Lilla Garnisonsgatan 36

25467 Helsingborg

Sweden

 

Leased

Lilla Garnisonsgatan 33

25467 Helsingborg

Sweden

Leased

Ekvandan 6

N. Vala

Helsingborg

Sweden

Leased

St. Petri.g. 7

NO-3003 Drammen

Norway

Leased

Myklerudveien

NO-1454 Fagerstrand

Norway

Leased

Espa

Heidtun 2

NO-2338 Espa

Norway

Leased

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

COUNTRY

OWNED OR LEASED

Am Sagewerk 26 D-D-68526 Ladenburg

 

Germany

Leased

PL Rodla 8                                                                 70-419 Szezecin

Poland

Leased

Waibrzyskie Wharf

Poland

Leased

Molenlaan 55
1422 XN Uithoorn

The Netherlands

Leased

 

Latin American Real Property

FACILITY

COUNTY

OWNED OR LEASED

Rua Alexandre Schlemm 531, Sala 02

Barrio Anita Garibaldi, CEP 89202-181

Joinville

Estado do Santa Catarina

Brazil

Tecnologias De Madeiras Brasileiras Comercio de Preservantes Ltda. /

Ironildo Osellame

Americo Vespucio Norte 2680 Oficina “62” complejo El Cortijo
Comuna de Conchali

Código postal 8551378

Santiago – Region Metropolitanta

Chile

Comercial Osmose Chile Limitada / Patagonica Immobiliaria S.A. (sublessor) / Banco Santander-Chile

 

 

 


 

 

SCHEDULE 6.1.16

PARTNERSHIP AGREEMENTS; LLC AGREEMENTS

Koppers Asia LLC Operating Agreement

Amended and Restated Operating Agreement of Koppers-Nevada Limited-Liability Company

Amended and Restated Operating Agreement of Wood Protection Management LLC

Amended and Restated Operating Agreement of Koppers NZ LLC

Amended and Restated Agreement of Limited Partnership of Wood Protection LP

Amended and Restated Limited Partnership Agreement of Koppers Australasian Investments C.V.

Amended and Restated Limited Partnership Agreement of Koppers Global Investments C.V.

Amended and Restated Limited Partnership Agreement of Koppers World-Wide Holdings C.V.

Third Amended and Restated Operating Agreement of Koppers Recovery Resources LLC (formerly known as M.A. Energy Resources, LLC)

Amended and Restated Operating Agreement of Atlantic - Pole Georgia, LLC

Amended and Restated Operating Agreement of Atlantic - Pole Virginia, LLC

Amended and Restated Operating Agreement of Cox Recovery Services, LLC

Amended and Restated Operating Agreement of Cox Wood of Alabama, LLC

Amended and Restated Operating Agreement of Cox Wood of Virginia, LLC

Amended and Restated Operating Agreement of Leland Land LLC

Amended and Restated Operating Agreement of National Wood Sourcing, LLC

Amended and Restated Operating Agreement of Ruby’s Corner, LLC

Amended and Restated Operating Agreement of Sustainable Management Systems LLC

Amended and Restated Operating Agreement of Sweetwater Wood Holdings, LLC

 

 


 

 

SCHEDULE 6.1.23

 

ENVIRONMENTAL DISCLOSURES

 

Section 6.1.23(1), (2), (3):

 

 

1)

In February 2007, the United States Environmental Protection Agency (“USEPA”) Region IV issued an Information Request to both Koppers Inc. (the “Company”) and Beazer East, Inc. (“Beazer East”) regarding the investigation and remediation of the Grenada, MI facility. Subsequent meetings resolved the issues related to the owned property, but issues were raised concerning the possible migration of contaminants off the property. The Company, in cooperation with Beazer East, conducted a series of investigations of off-site properties and an onsite stormwater pond and have conducted remediation activities in certain areas. USEPA completed additional offsite sampling downgradient and upgradient of the site in September 2018. The results of this work are being reviewed.

 

 

2)

In July 2008, the Illinois EPA (“IEPA”) issued two Notices of Violation to the Company alleging improper management of hazardous materials at the Company’s Stickney, IL facility and demanding an investigation of the site. One Notice was for the owned portion of the site (38 acres) and one Notice was for the leased terminal. The Company, in cooperation with Beazer East, investigated both parcels. Remediation of the leased parcel is complete and IEPA issued a Return to Compliance Letter on the Notice related to the leased parcel. Investigation continues on the owned parcel which is under IEPA review.

 

 

3)

In 2008, the Company was identified that it may be a potentially responsible party (“PRP”) at the LWD, Calvert City, KY CERCLA site. In 2009, USEPA accepted completion of remedial activities at the site. Subsequently, the Kentucky Department of Environmental Protection (“KYDEP”) identified additional potential work areas. In 2015, KYDEP approved the PRPs statement of work (capping and monitoring) and operation & maintenance (“O&M”) plan to address the identified areas, issued the Record of Decision (“ROD”), and executed the Agreed Order with the PRPs and the landowner to complete the incinerator remedy and O&M estimated at $6M. An Environmental Covenant was also filed on the property as required by the ROD and the Agreed Order. The work at the incinerator area was completed in 3Q and 4Q 2016. The construction completion report was submitted. Long-term O&M continues. The PRP Group’s and USEPA’s tolling agreements with non-settling parties expired on 12/31/2012 and the PRPs filed suit against non-settling parties at that time. The PRP Group has obtained funds from these previously non-settling parties.

 

 

4)

In September 2009, the Company received a general notice letter notifying it that it may be a PRP at the Newark Bay, NJ CERCLA site. In January 2010, the Company submitted a response to the general notice letter asserting that the Company is a de minimus party at this site. The Company has not received a response to this letter.

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

5)

Groundwater sampling conducted in 2012 and 2013 at the Osmose, Inc. facility in Mt. Gambier, Australia indicated the presence of dissolved chromium at levels above applicable guidelines. Pursuant to a letter directive (2013) by the South Australia EPA (the “SAEPA”), the Company conducted further investigation at the site to assess the possible sources and extent of chromium in groundwater at the site. Following agency review, a groundwater extraction test program was conducted in 2017 to assess control of migration of chromium through pumping. The SAEPA requested a Voluntary Site Remedial Plan (“VSRP”) to implement the proposed pumping / gradient control program; final approval of the provided VSRP is pending.

 

 

6)

Following the acquisition of Osmose, Inc., the Company, following up on the Company’s Millington, TN facility’s voluntary entry into the Tennessee Site Remediation Program (“SRP”), met with the Tennessee Department of Environment and Conservation (“TDEC”) to discuss the site’s status within the SRP and the scope of any possible additional work. In September 2015, TDEC approved a Work Plan for additional soil and groundwater characterization to better assess potential remedial actions. The investigation report and recommendations for further actions including treatment through subsurface injection was approved by TDEC in August 2016. The remedial implementation including installation of additional wells and subsurface injection of a remediation reagent was conducted in the 4th quarter of 2016. Success of the subsurface injection continues to be evaluated through ongoing groundwater monitoring.

 

 

7)

In July 2015 the USEPA conducted a SPCC inspection at the Company’s Follansbee, WV facility. The facility was aware of and correcting all deficiencies noted during the inspection. In November 2015 the facility received a Consent Order from the Agency.

 

 

8)

The Company has been named as one of the PRPs at the Portland Harbor, OR CERCLA site located on the Willamette River in Oregon. The Company formerly operated a coal tar pitch terminal near the site. The Company has responded to a USEPA information request and has executed a PRP agreement which outlines the process to develop an allocation of past and future costs among more than 80 parties to the site. The Company believes that it is a de minimus contributor at the site. USEPA issued the Record of Decision (“ROD”) on the site on January 13, 2017. The PRP group reviewed the ROD and certain PRPs are completing additional field sampling and data collection suggested in the ROD for use in subsequent design of the remedy. Additionally, a separate natural resources damages assessment (“NRDA”) is being conducted by a local trustee group. The NRDA is intended to identify further information necessary to estimate liabilities for remediation-based settlements of national resource damages (“NRD”) claims. The Company entered into a separate process to develop an allocation of NRD cost and has negotiated a cash-out settlement amount with the Trustee Group. A consent order is being developed to document the settlement between the Trustee Group and those parties engaged in early settlement. On February 6, 2017, the Yakama Nation, which had earlier dropped out of the Trustee coalition, filed suit against certain PRPs to seek recovery for response costs to releases at/from Portland Harbor site, and future response, assessment, and loss of natural resources in waterways downstream of the Portland Harbor site. The

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

Company tendered the claim to Beazer East. At present the District federal court has recommended a stay of the case; a final ruling is pending.

 

 

9)

On June 4, 2018, the Company received a letter from the USEPA concerning potential violations of the Clean Water Act observed during inspections and review of SPCC and Facility Response Plans at the Company’s facilities in Follansbee, WV; Green Spring, WV; and Clairton, PA. In addition, USEPA reviewed one facility’s compliance with an earlier consent order regarding above ground storage tank integrity testing. The Company continues to meet and correspond with USEPA to discuss and present relevant information related to the allegations.

 

 

10)

By letter dated August 18, 2018, Alpine Waste & Recycling, Inc. (“Alpine”) notified the Company that Alpine has detected the presence of pentachlorophenol on its property adjacent to the Company’s Denver, CO facility, the presence of which Alpine claims was released from the Denver facility. Alpine also claimed it has incurred and will continue to incur damages in responding to this release. A similar letter was sent to Beazer East. Both the Company and Beazer East signed a tolling agreement with Alpine to facilitate continued discussions on the subject. The Company determined it did not use pentachlorophenol at the Denver plant and tendered the claim to Beazer East.

 

 

11)

On September 4, 2018, the Company received a letter from NW Natural, as landlord, related to the Company’s formerly leased terminal site in Portland, OR alleging that the Company has certain remedial obligations at the site. The Company has advised NW Natural that the obligations related to remediation likely are the responsibility of Beazer East as a result of its former tenancy at the site pre-dating the Company’s tenancy at the site. The Company has tendered the claim to Beazer East.

 

 

12)

On March 20, 2019, the Company received a letter from USEPA concerning a section 114 request under the Clean Air Act for the Company’s Galesburg, IL facility. The Company is sharing responsive documents to UESPA’s requests related to the site’s historical emissions and preparing to conduct emissions testing.

 

 

13)

The disclosures in the other subparts of this Section 6.1.23 are incorporated by reference.

 

Section 6.1.23(7):

There may be structures, improvements, equipment, fixtures, impoundments, pits, lagoons, or aboveground or underground storage tanks which are owned by a Loan Party (by virtue of the acquisition of a Property), but that are not currently operated by a Loan Party may contain Regulated Substances other than conforming to the description contained in Section 6.1.23(7).

 

Section 6.1.23(9):

The Company has been notified that it is a PRP at the following sites:

 

1)

LWD, Calvert City, KY

 

2)

Newark Bay, NJ

 

3)

Portland Harbor, OR

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

4)

SBA Shipyard, Jennings, LA – On October 13, 2016, the Company notified USEPA that the documentation provided on the site indicated that the relevant activities occurred prior to December 28, 1988 and therefore, were the responsibility of Beazer East. The Company also tendered the claim to Beazer East. The Company awaits further correspondence from USEPA.

 

5)

Tank Car Corporation of America, Oreland, PA – In May 2011, the Company received a request for information from USEPA Region III for “Koppers Company” in connection with the Tank Car Corporation of America Inc. Site. In May 2011, the Company responded that supporting documents referenced in USEPA’s letter predated the sale from Beazer East and therefore the Company was not liable. The Company also tendered the claim to Beazer East. USEPA has not responded to date.

 

6)

J&W Pallet and Drum, Atlanta, GA – In December 2007, USEPA Region IV issued an Information Request to Osmose, Inc. regarding the J&W Pallet and Drum Superfund Site. In its January 2008 response, Osmose, Inc. stated that it has no record of sending waste to J&W Pallet and Drum Company. The Company has had no further contact with USEPA regarding this matter.

 

7)

Kentucky Wood Preserving Site, Winchester, KY - In October 2007, USEPA Region 4 issued an Information Request to Osmose, Inc. regarding the Kentucky Wood Preserving Site. In its response, Osmose, Inc. stated that, according to its records, it sold a product to Kentucky Wood Preserving between 1964 and sometime after 1980. The Company has had no further contact with USEPA regarding this matter.

 

8)

Alternate Energy Resources, Augusta, GA - In November 2009, the Company received a request for information from USEPA Region IV in connection with the Alternate Energy Resources Superfund Site. In January 2010, the Company responded that supporting documents provided with the USEPA’s letter predated the sale from Beazer East and therefore the Company was not liable. The Company also tendered the claim to Beazer East. USEPA has not responded to date.

 

Section 6.1.23(10):

1)

Properties owned or operated that are on the NPL: Galesburg, IL (125 acres of leased property); Hubbell, MI is a leased property that is located within a CERCLA site. This operation was acquired from Osmose, Inc in 2014. Neither Osmose, Inc. nor the Company is identified as a PRP in the CERCLA site.

 

2)

Properties owned or operated at which a RCRA Facility Investigation, Corrective Action Study and/or Corrective Action is underway: Denver, CO (64 acres of owned property); Follansbee, WV (32 acres of owned property); Florence, SC (200 acres of owned property); Green Spring, WV (98 acres of owned property); Grenada, MI (154 acres of owned property); Guthrie, KY (122 acres of owned property); Montgomery, AL (84 acres of owned property); North Little Rock, AR (148 acres of owned property); Roanoke, VA (91 acres of owned property); Somerville, TX (244 acres of owned property); Susquehanna, PA (109 acres of owned property); Sweetwater, TN (25 acres of owned property) – post closure and corrective action conducted by former owner/operator; Woodward, AL (23 acres of owned property); Houston, TX (5 acres of owned property).

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

3)

Properties owned or operated that are being investigated under Environmental Laws other than CERCLA or RCRA: Stickney, IL (38 acres of owned property) – voluntary site investigation at the request of the IEPA; Millington, TN – voluntary site investigation and remediation pursuant to the Tennessee voluntary Site Remediation Program; Leland, NC (128 acres of owned property) - site monitoring and maintenance provisions pursuant to Brownfields Agreement with NC Department of Environmental and Natural Resources; Vidalia, GA (140 acres of owned property) – site investigation and cleanup pursuant to Georgia Environmental Protection Department Prospective Purchaser Corrective Action Program; Kurnell, New South Wales, Australia – pursuant to a lease agreement and in coordination with the local environmental agency; Mayfield, New South Wales, Australia – pursuant to a sales agreement and in coordination with the New South Wales Environment Agency; Mt Gambier, South Australia – pursuant to a letter demand from the SA Environment Agency; Hubbell, MI – groundwater investigation by prior owner/operator under direction of MI Department of Environmental Quality; Superior, WI – investigation of drip pad closure requirements under 40 CFR Part 265 Subpart W and NR 665.

 

4)

Properties owned or operated which are adjoining or in the proximity of properties identified or proposed to be identified on any such list or subject to Remedial Action: Denver, CO – Broderick wood treating site (CERCLA); Denver, CO – Dewey Lake (to the knowledge of any Loan Party, Dewey Lake has not yet been identified or proposed to be identified on any such list, but some investigatory work has been done); Woodward, AL – Beazer Coke Plant (RCRA); Grenada, MI – Heatcraft (RCRA); Eutawville, SC – Eutawville Farm Site within 1 mile is on the Hazardous Waste Sites list; Fulton, AL – Scotch Lumber Company is 0.069 mile to southeast of site and is on the voluntary cleanup program list; Leland, NC – four sites within 1 mile on the State Hazardous Substance Disposal Site or Inactive Hazardous Waste Site lists.

 

Note: All Properties subject to a Remedial Action either have a land use restriction filed, recorded or imposed, or can be expected to have a land use restriction filed, recorded or imposed, effectively restricting the use of the land to industrial use.

 

Section 6.1.23(11):

The Green Spring, WV, Roanoke, VA, and Montgomery, AL facilities are each located partially or wholly in a floodplain. The Ashcroft, BC facility is located largely within the boundary of archaeological site EeRh-0061 (also known as the Rattlesnake Hill Site) and is protected under the Heritage Conservation Act.

 

 


 

 

Schedule 8.2.9

 

PERMITTED PARTNERSHIPS, LLCS, JOINT VENTURES

 

 

Koppers (China) Carbon & Chemical Co Ltd

 

Koppers (Jiangsu) Carbon Chemical Co. Ltd

 

Wood Protection LP

 

Koppers (Thailand) Limited

 

Comercial KPC Chile Limitada

Koppers Performance Chemicals Brasil Comerico De Preservantes Ltda.

 


 

 

SCHEDULE A
TO

PLEDGE AGREEMENT

Description of Pledged Collateral

Pledgor and Pledgor's Jurisdiction of Formation

 

Pledged Shares

Type and Amount of Ownership

Koppers Inc. — Pennsylvania, U.S.A.

1,000 shares of common stock

100% of the issued and outstanding common stock of Koppers World-Wide Ventures Corporation

 

1,000 shares of common stock

100% of the issued and outstanding common stock of Koppers Delaware, Inc.

 

All membership interests
(not certificated)

100% of the membership interests of Koppers Asia LLC

 

774,254 shares of common stock

100% of the issued and outstanding common stock of Koppers Performance Chemicals Inc.

 

100 shares of common stock

100% of the issued and outstanding common stock of Koppers Railroad Structures Inc.

 

All membership interests
(not certificated)

100% of the membership interests of Koppers Recovery Resources LLC (formerly known as M.A. Energy Resources, LLC)

 

1 share of common stock

100% of the issued and outstanding common stock of Koppers Utility and Industrial Products Inc. (formerly known as Cox Industries, Inc.)

Koppers Holdings Inc. — Pennsylvania, U.S.A.

1 share of common stock

100% of the issued and outstanding common stock of Koppers Inc.

Koppers World-Wide Ventures Corporation — Delaware, U.S.A.

100 shares of common stock

100% of the issued and outstanding common stock of Koppers Ventures Inc.

 

65% of >99% partnership interest (not certificated)

65% of the >99% partnership interest in Koppers Global Investments C.V.

 

Koppers World-Wide Ventures Corporation is the limited partner in this partnership

 

65 shares of common stock

65% of the issued common stock of Koppers Ashcroft Inc.

Koppers Railroad Structures Inc. — Delaware, U.S.A.

65% shares of common stock

65% of the issued common stock of Koppers Railroad Structures Canada Inc.

Koppers Ventures Inc. — Delaware, U.S.A.

65% of <1% partnership interest
(not certificated)

65% of the <1% partnership interest in Koppers World-Wide Holdings C.V.

 

Koppers Ventures Inc. is the general partner in this partnership

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Pledgor and Pledgor's Jurisdiction of Formation

 

Pledged Shares

Type and Amount of Ownership

 

65% of <1% partnership interest
(not certificated)

65% of the <1% partnership interest in Koppers Global Investments C.V.

 

Koppers Ventures Inc. is the general partner in this partnership

 

65% of <1% partnership interest
(not certificated)

65% of the <1% partnership interest in Koppers Australasian Investments C.V.

 

Koppers Ventures Inc. is the general partner in this partnership

Koppers Performance Chemicals Inc. — New York, U.S.A.

100% of limited liability company interest (not certificated)

100% of limited liability company interest in Koppers-Nevada Limited-Liability Company

 

100% of limited liability company interest (not certificated)

100% of limited liability company interest in Wood Protection Management LLC

 

100% of limited liability company interest (not certificated)

100% of limited liability company interest in Koppers NZ LLC

 

65% of equity (not certificated)

65% of equity of Koppers Performance Chemicals Brasil Comercio De Preservantes Ltda. (an entity existing under the laws of Brazil)

 

65% of equity

65% of equity of Koppers (Thailand) Ltd. (an entity existing under the laws of Thailand)

 

65% of equity (not certificated)

50% of equity of Protim Solignum Sdn Bhd (an entity existing under the laws of Malaysia)

 

65% of equity (not certificated)

65% of equity of Comercial KPC Chile Limitada (an entity existing under the laws of Chile)

Wood Protection Management LLC — Nevada, U.S.A.

1% general partnership interest (not certificated)

1% general partnership interest in Wood Protection LP

Koppers-Nevada Limited-Liability Company — Nevada, U.S.A.

99% limited partnership interest (not certificated)

99% limited partnership interest in Wood Protection LP

Koppers Utility and Industrial Products Inc. (formerly known as Cox Industries, Inc.)

All membership interests
(not certificated)

100% of the membership interests of Atlantic Pole - Georgia, LLC

 

All membership interests
(not certificated)

100% of the membership interests of Atlantic Pole - Virginia, LLC

 

100,000 shares of common stock

Carolina Pole Leland, Inc.

 

260,000 shares of common stock

Carolina Pole, Inc.

 

260,000 shares of common stock

Cove City Wood Preserving, Inc.

 

All membership interests
(not certificated)

100% of the membership interests of Cox Recovery Services, LLC

 

All membership interests
(not certificated)

100% of the membership interests of Cox Wood of Alabama, LLC

 

All membership interests
(not certificated)

100% of the membership interests of Cox Wood of Virginia, LLC

 

260,000 shares of common stock

Cox Wood Preserving Company

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

Pledgor and Pledgor's Jurisdiction of Formation

 

Pledged Shares

Type and Amount of Ownership

 

All membership interests
(not certificated)

100% of the membership interests of National Wood Sourcing, LLC

 

2,000 shares of common stock

North - South Wood Preserving Company, Inc.

 

All membership interests
(not certificated)

100% of the membership interests of Ruby’s Corner, LLC

 

95,000 shares of common stock

Structural Woods Preserving Co.

 

All membership interests
(not certificated)

100% of the membership interests of Sustainable Management Systems LLC

 

All membership interests
(not certificated)

100% of the membership interests of Sweetwater Wood Holdings, LLC

Carolina Pole, Inc.

All membership interests
(not certificated)

100% of the membership interests of Leland Land LLC

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Inc. (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219

Allegheny County

2.Such Debtor’s true and full name is as follows: Koppers Inc. Such Debtor uses no trade names or fictitious names, except for the following trade name: Koppers.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Pennsylvania

5.Such Debtor’s EIN # is as follows: 25-1588399

6.Such Debtor’s organization ID # is (if any exists) is as follows: 1049518

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

Certain historical books and records may be maintained in an off-site storage facility at

 

Access

923 Bidwell Street

Pittsburgh, PA 15233

 

9.All of such Debtor’s real property is located in the following counties:

See Item 7 above


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

Koppers Inc. Real Property

 

FACILITY

CITY

STATE

OWNED OR LEASED

DIVISION

COLLATERAL

Koppers Global Technology Center

Pittsburgh

PA

Leased

Admin

Equipment, Inventory, Office Furniture

Koppers Headquarters

Pittsburgh

PA

Leased

Admin

Equipment, Inventory, Office Furniture

Follansbee

 

Follansbee

 

WV

Owned

CMC

Equipment, Inventory, Office Furniture

Fordyce

Fordyce

AR

Owned

RUPS

Equipment, Inventory, Office Furniture

Stickney

Stickney

IL

Leased/ Owned

CMC

Equipment, Inventory, Office Furniture

Denver

 

Denver

 

CO

 

Owned

RUPS

Equipment, Inventory, Office Furniture

Woodward Tar

Dolomite

Al

Owned

CMC

N/A

Florence

 

Florence

 

SC

 

Owned

RUPS

Equipment, Inventory, Office Furniture

Green Spring

 

Green Spring

 

WV

Owned

RUPS

Equipment, Inventory, Office Furniture

Grenada

Grenada

MS

Owned

RUPS

 

Guthrie

 

Guthrie

 

KY

Owned

RUPS

Equipment, Inventory, Office Furniture

Lordstown

Lordstown

OH

Leased

RUPS

Equipment, Inventory, Office Furniture

Morrison

McMinnville

TN

Leased

RUPS

Equipment, Inventory, Office Furniture

North Little Rock

North Little Rock

AR

Owned

RUPS

Equipment, Inventory, Office Furniture

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

OWNED OR LEASED

DIVISION

COLLATERAL

Poplar Bluff

Poplar Bluff

MO

Leased

RUPS

Equipment, Inventory, Office Furniture

Roanoke

Roanoke

VA

Owned

RUPS

Equipment, Inventory, Office Furniture

Sedalia

Sedalia

MO

Leased

RUPS

Equipment, Inventory, Office Furniture

Somerville

 

Somerville

 

TX

Owned

RUPS

Equipment, Inventory, Office Furniture

Susquehanna

 

Susquehanna

 

PA

Owned

RUPS

Equipment, Inventory, Office Furniture

Beaver Dam

Beaver Dam

KY

Leased

RUPS

Equipment and Inventory

Corinth

Corinth

MS

Leased

RUPS

Equipment and Inventory

Crewe

Crewe

VA

Leased

RUPS

Equipment and Inventory

Dillwyn

Dillwyn

VA

Leased

RUPS

Equipment and Inventory

Galesburg

Galesburg

IL

Leased

RUPS

Equipment, Inventory, Office Furniture

Garrison

Garrison

KY

Leased

RUPS

Equipment, Inventory, Office Furniture

Holly Springs

Holly Springs

MS

Leased

RUPS

Equipment and Inventory

Hope Hull

Hope Hull

AL

Leased

RUPS

Equipment and Inventory

Huntington

Huntington

WV

Leased

RUPS

Equipment, Inventory, Office Furniture

Jackson

Jackson

TN

Leased

RUPS

Equipment and Inventory

Mitchell

Mitchell

IN

Leased

RUPS

Equipment and Inventory

Orange

Orange

VA

Leased

RUPS

Equipment and Inventory

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

OWNED OR LEASED

DIVISION

COLLATERAL

Paducah

Paducah

KY

Leased

RUPS

Equipment and Inventory

West Plains

West Plains

MO

Leased

RUPS

Equipment and Inventory

 

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Holdings Inc. (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219

Allegheny County

2.Such Debtor’s true and full name is as follows: Koppers Holdings Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Pennsylvania

5.Such Debtor’s EIN # is as follows: 20-1878963

6.Such Debtor’s organization ID # is (if any exists) is as follows: 3261656

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers World-Wide Ventures Corporation (a “Debtor”) is located at:

501 Silverside Road

Suite 67

Wilmington, DE 19809

New Castle County

2.Such Debtor’s true and full name is as follows: Koppers World-Wide Ventures Corporation. Such Debtor uses no trade names or fictitious names, except for the following trade name: Koppers.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Delaware

5.Such Debtor’s EIN # is as follows: 51-0340346

6.Such Debtor’s organization ID # is (if any exists) is as follows: 2294776

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Delaware, Inc. (a “Debtor”) is located at:

501 Silverside Road

Suite 67

Wilmington, DE 19809

New Castle County

2.Such Debtor’s true and full name is as follows: Koppers Delaware, Inc. Such Debtor uses no trade names or fictitious names, except for the following trade name: Koppers.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Delaware

5.Such Debtor’s EIN # is as follows: 51-0370974

6.Such Debtor’s organization ID # is (if any exists) is as follows: 2389748

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Asia LLC (a “Debtor”) is located at:

2711 Centerville Road

Suite 400

Wilmington, DE 19808

New Castle County

2.Such Debtor’s true and full name is as follows: Koppers Asia LLC. Such Debtor uses no trade names or fictitious names, except for the following trade name: Koppers.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Delaware

5.Such Debtor’s EIN # is as follows: 25-1588399

6.Such Debtor’s organization ID # is (if any exists) is as follows: 4452716

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Ventures Inc. (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219  

Allegheny County

2.Such Debtor’s true and full name is as follows: Koppers Ventures Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Delaware

5.Such Debtor’s EIN # is as follows: 81-5309213

6.Such Debtor’s organization ID # is (if any exists) is as follows: 4784301

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Performance Chemicals Inc. (a “Debtor”) is located at:

1016 Everee Inn Road

Griffin, GA  30224

Spalding County

2.Such Debtor’s true and full name is as follows: Koppers Performance Chemicals Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: New York

5.Such Debtor’s EIN # is as follows: 16-0579500

6.Such Debtor’s organization ID # is (if any exists) is as follows: 47984

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

Certain historical books and records may be maintained in an off-site storage facility at

 

Access

923 Bidwell Street

Pittsburgh, PA  15233

 

9.All of such Debtor’s real property is located in the following counties:

See item 7 above


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

1016 Everee Inn Road

Griffin                

GA

Spalding

Owned

 

1141 Anne Street

Griffin

GA

Spalding

Owned

 

1121 Anne Street

Griffin

GA

Spalding

Owned

 

1143 Anne Street

Griffin                

GA

Spalding

Owned

 

1145 Anne Street

Griffin              

GA

Spalding

Owned

 

Millington

Millington

TN

Shelby

 

Owned

Rock Hill

 

Rock Hill

 

SC

York

Owned

Hubbell

Hubbell

MI

Houghton

Leased

 

Tamarack Warehouse

Memphis

TN

Shelby

Leased

6801 School Street              Ste. 106

Valley City

OH

Medina

Leased

3691 Tulane Road

 

Memphis

TN

Shelby

 

Leased

372 Titan St.

 

Memphis

TN

Shelby

 

Leased

3183 Tranquility Dr.

 

Memphis

TN

Shelby

 

Leased

3333 Asteroid Rd.

 

Memphis

TN

Shelby

 

Leased

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Railroad Structures, Inc. (a “Debtor”) is located at:

4546 Tompkins Drive

Madison, WI 53716

Dane County

2.Such Debtor’s true and full name is as follows: Koppers Railroad Structures, Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: Delaware

5.Such Debtor’s EIN # is as follows: 36-4502347

6.Such Debtor’s organization ID # is (if any exists) is as follows: 3550373

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

Certain historical books and records may be maintained in an off-site storage facility at

 

Access

923 Bidwell Street

Pittsburgh, PA  15233

 

9.All of such Debtor’s real property is located in the following counties:

See item 7 above


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Madison

Madison                          

(4518 Tompkins Drive)

WI

Dane

Owned

Madison

Madison                          

(4546 Tompkins Drive)

WI

Dane

Owned

Madison

Madison                          

(4602 Tompkins Drive)

WI

Dane

Owned

Overland Park

 

Overland Park

 

KS

Johnson

 

Leased

Hermitage

 

Hermitage

MO

Hickory

 

Leased

Mount Airy

 

Mount Airy

 

NC

Surry

 

Leased

 


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers-Nevada Limited-Liability Company (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219

Allegheny County

2.Such Debtor’s true and full name is as follows: Koppers-Nevada Limited-Liability Company. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Nevada

5.Such Debtor’s EIN # is as follows: 88-0449990

6.Such Debtor’s organization ID # is (if any exists) is as follows: NV19991066464

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Wood Protection Management LLC (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219

Allegheny County

2.Such Debtor’s true and full name is as follows: Wood Protection Management LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Nevada

5.Such Debtor’s EIN # is as follows: 88-0443315

6.Such Debtor’s organization ID # is (if any exists) is as follows: NV19991066472

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers NZ LLC (a “Debtor”) is located at:

436 Seventh Avenue

Pittsburgh, PA 15219

Allegheny County

2.Such Debtor’s true and full name is as follows: Koppers NZ LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: New York

5.Such Debtor’s EIN # is as follows: 16-0579500

6.Such Debtor’s organization ID # is (if any exists) is as follows: 2578589

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

None


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Wood Protection LP (a “Debtor”) is located at:

211 E. 7th Street

Austin, TX 78701

2.Such Debtor’s true and full name is as follows: Wood Protection LP. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Partnership

4.Such Debtor’s state of organization is as follows: Texas

5.Such Debtor’s EIN # is as follows: 74-1333892

6.Such Debtor’s organization ID # is (if any exists) is as follows: 0012976210

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

See item 7 above


 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY

CITY

COUNTY

STATE

OWNED OR LEASED

Houston

Austin

Harris

TX

Owned

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Recovery Resources LLC (formerly known as M.A. Energy Resources, LLC) (a “Debtor”) is located at:

9401 Indian Creek Parkway, Suite 450

Overland Park, KS 66210

2.Such Debtor’s true and full name is as follows: Koppers Recovery Resources LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Kansas

5.Such Debtor’s EIN # is as follows: 80-0436804

6.Such Debtor’s organization ID # is (if any exists) is as follows: 6346951

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None

9.All of such Debtor’s real property is located in the following counties:

See item 7 above

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY2

CITY

STATE

COUNTY

OWNED OR LEASED

Corporate HQ

Overland Park (9401 Indian Creek Parkway)

KS

Johnson

Leased

Queen City

Queen City (12911 Highway 59 North)

TX

Cass

Leased

Queen City - International Paper

Queen City (11700 Fm 3129)

TX

Cass

Leased

 

 

 

2 

Certain customers allow Debtor to store equipment and other personal property on their properties to enable Debtor to provide services to those customers.  These arrangements are not subject to any written lease or agreement, and addresses have not been provided for these locations.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Koppers Utility and Industrial Products Inc. (formerly known as Cox Industries, Inc.) (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Koppers Utility and Industrial Products Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 57-1066065

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 13

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Blackstone Facility

Blackstone

VA

Nottoway

Owned

Bowman Facility

Bowman

SC

Orangeburg

Owned

Fulton Pole Peeling Facility

Fulton

AL

Clarke

Leased

Holly Hill

Holly Hill

SC

Orangeburg

Owned

Leland Facility

Leland

NC

Brunswick

Owned

Newsoms Facility

Newsoms

VA

Southampton

Owned

Eutawville Facility

Eutawville

SC

Orangeburg

Owned

Orangeburg Facility

Orangeburg

SC

Orangeburg

Leased

Sweetwater Facility

Sweetwater

TN

Monroe

Owned

Vance Facility

Vance

AL

Tuscaloosa

Leased

North, SC Facility

North

SC

Orangeburg

Owned

Vidalia Facility

Vidalia

GA

Toombs

Owned

Greenville

Greenville

SC

Greenville

Leased

 

 

 

3 

Certain vendors allow Debtor to store small amounts of inventory on their properties to enable Debtor to provide services.  These arrangements are not subject to any written lease or agreement, and addresses have not been provided for these locations.

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Pittsburgh Office Space

Pittsburgh

PA

Allegheny

Leased

Arbuckle Office Space

Arbuckle

CA

Colusa

Leased

Guilderland Reload Yard

Guilderland

NY

Albany

Subleased

Auburn Reload Yard

Auburn

ME

Androscoggin

Leased (Verbal Agreement)

South Windham Reload Yard

South Windham

CT

Windham

Leased (Verbal Agreement)

New Haven Reload Yard

New Haven

CT

New Haven

Leased

Council Bluffs Reload Yard

Council Bluffs

IA

Pottawattamie

Leased

Green Bay Reload Yard

Green Bay

WI

Brown County

Leased

Rochester Reload Yard

Rochester

NY

Monroe

Leased

Dubuque (Track)

Dubuque

IA

Dubuque

Leased

Dubuque Reload Yard

Dubuque

IA

Dubuque

Leased

St. Louis Track

St. Louis

MO

St. Louis

Leased

St. Louis Land

St. Louis

MO

St. Louis

Leased

Oklahoma City Reload Yard

Oklahoma City

OK

Oklahoma

Leased

Columbia Office Space

West Columbia

SC

Lexington

Leased

Eastwood Carriers Reload Yard

Westfield

MA

Hampden

Leased

Alkat Reload Yard

Raynham

MA

Bristol

Leased

APPENDIX 2

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Atlantic Pole - Georgia, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Atlantic Pole - Georgia, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 46-0613658

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Vidalia Facility

Vidalia

GA

Toombs

Owned

 

 

APPENDIX 2

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Vidalia Location

Vidalia

GA

Toombs

Owned

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Atlantic Pole - Virginia, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: Atlantic Pole - Virginia, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 46-0613100

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

APPENDIX 2

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Newsoms Facility

Newsoms

VA

Southampton

Owned

Hainesport Reload Yard

Hainesport

NJ

Burlington

Leased

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Hainesport Reload Yard

Hainesport

NJ

Burlington

Leased

Newsoms Location

Newsoms

VA

Southampton

Owned

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Carolina Pole Leland, Inc. (a “Debtor”) is located at:

1705 Village Park Drive, Oranageburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Carolina Pole Leland, Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: North Carolina

5.Such Debtor’s EIN # is as follows: 20-4717288

6.Such Debtor’s organization ID # is (if any exists) is as follows: 841054

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Leland Wood Treatment Facility

Leland

NC

Brunswick

Owned

 

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Carolina Pole, Inc. (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 2918

 

2.Such Debtor’s true and full name is as follows: Carolina Pole, Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 57-6165977

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Eutawville Driveway

Eutawville

SC

Orangeburg

Leased

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Eutawville Driveway

Eutawville

SC

Orangeburg

Leased

APPENDIX 2

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Cove City Wood Preserving, Inc. (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Cove City Wood Preserving, Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: North Carolina

5.Such Debtor’s EIN # is as follows: 56-1604649

6.Such Debtor’s organization ID # is (if any exists) is as follows: 0226044

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Cox Recovery Services, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: Cox Recovery Services, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 47-1305390

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Cox Wood of Alabama, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: Cox Wood of Alabama, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Alabama

5.Such Debtor’s EIN # is as follows: 20-5479681

6.Such Debtor’s organization ID # is (if any exists) is as follows: 483-535

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Vance Facility

Vance

AL

Tuscaloosa

Leased

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Cox Wood of Virginia, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Cox Wood of Virginia, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: Virginia

5.Such Debtor’s EIN # is as follows: 26-2725859

6.Such Debtor’s organization ID # is (if any exists) is as follows: S2606152

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Blackstone Facility

Blackstone

VA

Nottoway

Owned

 

 

 

APPENDIX 2

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Blackstone Facility

Blackstone

VA

Nottoway

Owned

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Cox Wood Preserving Company (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Cox Wood Preserving Company. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 57-0340323

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 1 to Schedule A attached.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Greenville

Greenville

SC

Greenville

Leased

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Leland Land, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: Leland Land, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: North Carolina

5.Such Debtor’s EIN # is as follows: 01-0730777

6.Such Debtor’s organization ID # is (if any exists) is as follows: 618641

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Leland Facility

Leland

NC

Brunswick

Owned

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Leland Facility

Leland

NC

Brunswick

Owned

 

APPENDIX 2

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of National Wood Sourcing, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: National Wood Sourcing, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 26-3549117

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of North - South Wood Preserving Company, Inc. (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: North - South Wood Preserving Company, Inc. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 57-0805844

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

North, SC Facility

North

SC

Orangeburg

Owned

 

 

APPENDIX 2

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

North, SC Facility

North

SC

Orangeburg

Owned

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Ruby’s Corner, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Ruby’s Corner, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 82-4680638

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Holly Hill Facility

Holly Hill

SC

Orangeburg

Owned

 

 

 

APPENDIX 2

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Holly Hill Facility

Holly Hill

SC

Orangeburg

Owned

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Structural Woods Preserving Co. (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Structural Woods Preserving Co. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Corporation

4.Such Debtor’s state of organization is as follows: North Carolina

5.Such Debtor’s EIN # is as follows: 82-4471724

6.Such Debtor’s organization ID # is (if any exists) is as follows: 0142009

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Sustainable Management Systems LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina 29118

 

2.Such Debtor’s true and full name is as follows: Sustainable Management Systems LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 27-0562889

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

None.

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Security Interest Data Summary

1.The chief executive office of Sweetwater Wood Holdings, LLC (a “Debtor”) is located at:

1705 Village Park Drive, Orangeburg, South Carolina  29118

 

2.Such Debtor’s true and full name is as follows: Sweetwater Wood Holdings, LLC. Such Debtor uses no trade names or fictitious names.

3.Such Debtor’s form of organization is as follows: Limited Liability Company

4.Such Debtor’s state of organization is as follows: South Carolina

5.Such Debtor’s EIN # is as follows: 82-4410939

6.Such Debtor’s organization ID # is (if any exists) is as follows: N/A

7.As of the Closing Date, all of such Debtor's personal property which has not been delivered to the Administrative Agent pursuant to the terms of this Agreement or the Credit Agreement is now, and will be at all future times, located at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

See Appendix 1 to Schedule A attached.

8.All of such Debtor's books and records, including those relating to accounts payable and accounts receivable, are kept at such Debtor's chief executive office as described in Paragraph 1 above, except as specified below:

None.

9.All of such Debtor’s real property is located in the following counties:

See Appendix 2 to Schedule A attached

 

 

 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

 

 

APPENDIX 1

 

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Chauncey Facility

Chauncey

GA

Dodge

Leased

Sweetwater Facility

Sweetwater

TN

Monroe

Owned

 

APPENDIX 2

FACILITY

CITY

STATE

COUNTY

OWNED OR LEASED

Chauncey Facility

Chauncey

GA

Dodge

Leased

Sweetwater Facility

Sweetwater

TN

Monroe

Owned

 

 


 

 

SCHEDULE B

TO

SECURITY AGREEMENT

 

Commercial Tort Claims

None.