$115,000,000 REVOLVING CREDIT FACILITY $10,000,000 TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT

Revolving Credit Agreement

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This Revolving Credit Agreement involves

KOPPERS INC | PNC BANK, NATIONAL ASSOCIATION | NATIONAL CITY BANK OF PENNSYLVANIA | CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. | FIRST COMMONWEALTH BANK | PNC CAPITAL MARKETS, INC.

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Title: $115,000,000 REVOLVING CREDIT FACILITY $10,000,000 TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: Pennsylvania Date: 11/14/2005

Exhibit 10.36

$115,000,000 REVOLVING CREDIT FACILITY

$10,000,000 TERM LOAN

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

KOPPERS INC.

and

THE GUARANTORS PARTY HERETO

and

THE BANKS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

and

NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent

and

CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST

COMMONWEALTH BANK, as Co-Documentation Agents

Dated as of August 15, 2005

PNC CAPITAL MARKETS, INC. AND NATIONAL CITY BANK OF PENNSYLVANIA

AS CO-LEAD ARRANGERS

TABLE OF CONTENTS


Section				Page
1.	CERTAIN DEFINITIONS			2
	1.1	Certain Definitions.		2
	1.2	Construction.		32
		1.2.1.	Number; Inclusion.	32
		1.2.2.	Determination.	32
		1.2.3.	Administrative Agent’s Discretion and Consent.	32
		1.2.4.	Documents Taken as a Whole.	32
		1.2.5.	Headings.	33
		1.2.6.	Implied References to this Agreement.	33
		1.2.7.	Persons.	33
		1.2.8.	Modifications to Documents.	33
		1.2.9.	From, To and Through.	33
		1.2.10.	Shall; Will.	33
	1.3	Accounting Principles.		33

2.	REVOLVING CREDIT AND SWING LOAN FACILITIES			34
	2.1	Revolving Credit Loans and Swing Loans.		34
		2.1.1.	Revolving Credit Loans.	34
		2.1.2.	Swing Loans.	34
	2.2	Nature of Banks’ Obligations with Respect to Revolving Credit Loans.		35
	2.3	Commitment Fees.		35
	2.4	Reduction of Commitment.		35
	2.5	Revolving Credit Loan Requests; Swing Loan Requests.		36
		2.5.1.	Revolving Credit Loan Requests.	36
		2.5.2.	Swing Loan Requests.	36
	2.6	Making Revolving Credit Loans and Swing Loans.		37
		2.6.1.	Making Revolving Credit Loans	37
		2.6.2.	Making Swing Loans.	37
	2.7	Revolving Credit Notes; Swing Loan Notes.		37
		2.7.1.	Revolving Credit Notes.	37
		2.7.2.	Swing Loan Notes.	37
	2.8	Use of Proceeds.		38
	2.9	Borrowings to Repay Swing Loans.		38
	2.10	Letter of Credit Subfacility.		38
		2.10.1.	Issuance of Letters of Credit.	38
		2.10.2.	Letter of Credit Fees.	39
		2.10.3.	Disbursements, Reimbursement.	39
		2.10.4.	Repayment of Participation Advances.	41
		2.10.5.	Documentation.	41

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TABLE OF CONTENTS


Section				Page
		2.10.6.	Determinations to Honor Drawing Requests.	42
		2.10.7.	Nature of Participation and Reimbursement Obligations.	42
		2.10.8.	Indemnity.	43
		2.10.9.	Liability for Acts and Omissions.	44
	2.11	Periodic Computations of Dollar Equivalent Amounts of Letters of Credit Outstanding.		45

3.	TERM LOANS			46
	3.1	Term Loan Commitments.		46
	3.2	Nature of Banks’ Obligations with Respect to Term Loans.		46
	3.3	Term Loan Notes.		46
	3.4	Use of Proceeds.		46

4.	INTEREST RATES			46
	4.1	Interest Rate Options.		46
		4.1.1.	Revolving Credit Interest Rate Options.	47
		4.1.2.	Term Loan Interest Rate Options.	47
		4.1.3.	Rate Quotations.	47
	4.2	Interest Periods.		48
		4.2.1.	Amount of Borrowing Tranche.	48
		4.2.2.	Renewals.	48
	4.3	Interest After Default.		48
		4.3.1.	Letter of Credit Fees, Interest Rate.	48
		4.3.2.	Other Obligations.	48
		4.3.3.	Acknowledgment.	49
	4.4	Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.		49
		4.4.1.	Unascertainable.	49
		4.4.2.	Illegality; Increased Costs; Deposits Not Available.	49
		4.4.3.	Administrative Agent’s and Bank’s Rights.	50
	4.5	Selection of Interest Rate Options.		50
	4.6	Canadian Interest Provisions.		50

5.	PAYMENTS			51
	5.1	Payments.		51
	5.2	Pro Rata Treatment of Banks.		51
	5.3	Interest Payment Dates.		52
	5.4	Voluntary Prepayments.		52
		5.4.1.	Right to Prepay.	52
		5.4.2.	Replacement of a Bank.	53
		5.4.3.	Change of Lending Office.	54

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TABLE OF CONTENTS


Section				Page
	5.5	Mandatory Prepayments.		54
		5.5.1.	Sale of Assets.	54
		5.5.2.	Equity Proceeds.	54
		5.5.3.	Recovery of Insurance Proceeds.	54
		5.5.4.	Borrowing Base Exceeded.	55
		5.5.5.	Currency Fluctuations.	55
		5.5.6.	Application Among Loans and Interest Rate Options.	55
	5.6	Additional Compensation in Certain Circumstances.		56
		5.6.1.	Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.	56
		5.6.2.	Indemnity.	56
	5.7	Collections; Administrative Agent’s Right to Notify Account Debtors.		57
	5.8	Judgment Currency.		58
		5.8.1.	Currency Conversion Procedures for Judgments.	58
		5.8.2.	Indemnity in Certain Events.	58

6.	REPRESENTATIONS AND WARRANTIES			58
	6.1	Representations and Warranties.		58
		6.1.1.	Organization and Qualification.	58
		6.1.2.	Capitalization and Ownership.	59
		6.1.3.	Subsidiaries.	59
		6.1.4.	Power and Authority.	59
		6.1.5.	Validity and Binding Effect.	59
		6.1.6.	No Conflict.	60
		6.1.7.	Litigation.	60
		6.1.8.	Title to Properties.	60
		6.1.9.	Financial Statements.	61
		6.1.10.	Use of Proceeds; Margin Stock; Section 20 Subsidiaries.	61
		6.1.11.	Full Disclosure.	62
		6.1.12.	Taxes.	62
		6.1.13.	Consents and Approvals.	63
		6.1.14.	No Event of Default; Compliance with Instruments.	63
		6.1.15.	Patents, Trademarks, Copyrights, Licenses, Etc.	63
		6.1.16.	Security Interests.	63
		6.1.17.	[Intentionally Omitted].	64
		6.1.18.	Status of the Pledged Collateral.	64
		6.1.19.	Insurance.	64
		6.1.20.	Compliance with Laws.	65
		6.1.21.	Material Contracts.	65
		6.1.22.	Investment Companies; Regulated Entities.	65

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TABLE OF CONTENTS


Section				Page
		6.1.23.	Plans and Benefit Arrangements.	65
		6.1.24.	Employment Matters.	66
		6.1.25.	Environmental Matters and Safety Matters.	67
		6.1.26.	Senior Debt Status.	70
		6.1.27.	Solvency.	70
	6.2	Updates to Schedules.		70

7.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT			70
	7.1	First Loans and Letters of Credit.		71
		7.1.1.	Officer’s Certificates.	71
		7.1.2.	Secretary’s or Director’s Certificates.	71
		7.1.3.	Delivery of Loan Documents.	72
		7.1.4.	Opinion of Counsel.	72
		7.1.5.	Legal Details.	72
		7.1.6.	Payment of Fees.	72
		7.1.7.	[Intentionally Omitted].	73
		7.1.8.	Management Agreements and Employment Contracts.	73
		7.1.9.	Consents.	73
		7.1.10.	Officer’s Certificates Regarding MACs.	73
		7.1.11.	No Violation of Laws.	73
		7.1.12.	No Actions or Proceedings.	73
		7.1.13.	Insurance Policies; Certificates of Insurance; Endorsements.	74
		7.1.14.	[Intentionally Omitted].	74
		7.1.15.	Financing Statements and Lien Searches.	74
		7.1.16.	Landlord’s Waivers.	74
		7.1.17.	Borrowing Base Certificate.	74
		7.1.18.	Financial Statements, Contingent Liabilities, ERISA, Other Due Diligence.	75
		7.1.19.	Capital Structure of Loan Parties.	75
		7.1.20.	Projected Financial Statements.	75
	7.2	Each Additional Loan or Letter of Credit.		75

8.	COVENANTS			76
	8.1	Affirmative Covenants.		76
		8.1.1.	Preservation of Existence, Etc.	76
		8.1.2.	Payment of Liabilities, Including Taxes, Etc.	76
		8.1.3.	Maintenance of Insurance.	76
		8.1.4.	Maintenance of Properties and Leases.	78
		8.1.5.	Maintenance of Patents, Trademarks, Etc.	78
		8.1.6.	Visitation Rights; Collateral Examinations.	79

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TABLE OF CONTENTS


Section				Page
		8.1.7.	Keeping of Records and Books of Account.	79
		8.1.8.	Plans and Benefit Arrangements.	79
		8.1.9.	Compliance with Laws.	79
		8.1.10.	Use of Proceeds.	80
		8.1.11.	Further Assurances.	80
		8.1.12.	Subordination of Intercompany Loans.	80
	8.2	Negative Covenants.		80
		8.2.1.	Indebtedness.	81
		8.2.2.	Liens.	82
		8.2.3.	Guaranties.	82
		8.2.4.	Loans and Investments.	82
		8.2.5.	Restricted Payments.	84
		8.2.6.	Liquidations, Mergers, Consolidations, Acquisitions.	84
		8.2.7.	Dispositions of Assets or Subsidiaries.	86
		8.2.8.	Affiliate Transactions.	87
		8.2.9.	Subsidiaries, Partnerships and Joint Ventures.	87
		8.2.10.	Continuation of or Change in Business.	88
		8.2.11.	Plans and Benefit Arrangements.	88
		8.2.12.	Fiscal Year.	89
		8.2.13.	Issuance of Stock.	89
		8.2.14.	Changes in Organizational Documents; Changes in 2003 Senior Note Debt Documents; KI Holdings 2004 Notes.	90
		8.2.15.	[Intentionally Omitted].	90
		8.2.16.	Minimum Fixed Charge Coverage Ratio.	90
		8.2.17.	Maximum Total Leverage Ratio.	91
		8.2.18.	[Intentionally Omitted].	91
		8.2.19.	2003 Senior Note Debt Payments.	91
	8.3	Reporting Requirements.		91
		8.3.1.	Quarterly Financial Statements.	91
		8.3.2.	Annual Financial Statements.	92
		8.3.3.	Certificate of the Borrower.	93
		8.3.4.	Monthly Borrowing Base Certificates, Schedules of Accounts, Inventory and Payables.	93
		8.3.5.	Notice of Default.	93
		8.3.6.	Notice of Litigation.	93
		8.3.7.	Certain Events.	94
		8.3.8.	Budgets, Forecasts, Other Reports and Information.	94
		8.3.9.	Notices Regarding Plans and Benefit Arrangements.	95

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TABLE OF CONTENTS


Section				Page
9.	DEFAULT			96
	9.1	Events of Default.		96
		9.1.1.	Payments Under Loan Documents.	96
		9.1.2.	Breach of Warranty.	96
		9.1.3.	Breach of Negative Covenants or Visitation Rights.	97
		9.1.4.	Breach of Other Covenants.	97
		9.1.5.	Defaults in Other Agreements or Indebtedness.	97
		9.1.6.	Final Judgments or Orders.	97
		9.1.7.	Loan Document Unenforceable.	97
		9.1.8.	Uninsured Losses; Proceedings Against Assets.	98
		9.1.9.	Notice of Lien or Assessment.	98
		9.1.10.	Insolvency.	98
		9.1.11.	Events Relating to Plans and Benefit Arrangements.	98
		9.1.12.	Cessation of Business.	99
		9.1.13.	Change of Control.	99
		9.1.14.	Beazer East Default.	99
		9.1.15.	Involuntary Proceedings.	100
		9.1.16.	Voluntary Proceedings.	100
	9.2	Consequences of Event of Default.		100
		9.2.1.	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.	100
		9.2.2.	Bankruptcy, Insolvency or Reorganization Proceedings.	101
		9.2.3.	Set-off.	101
		9.2.4.	Suits, Actions, Proceedings.	101
		9.2.5.	Application of Proceeds; Collateral Sharing.	102
		9.2.6.	Other Rights and Remedies.	103
	9.3	Notice of Sale.		103

10.	THE ADMINISTRATIVE AGENT			103
	10.1	Appointment.		103
	10.2	Delegation of Duties.		104
	10.3	Nature of Duties; Independent Credit Investigation.		104
	10.4	Actions in Discretion of Administrative Agent; Instructions From the Banks.		104
	10.5	Reimbursement and Indemnification of Administrative Agent by the Borrower.		105
	10.6	Exculpatory Provisions; Limitation of Liability.		106
	10.7	Reimbursement and Indemnification of Administrative Agent by Banks.		107
	10.8	Reliance by Administrative Agent.		107
	10.9	Notice of Default.		108
	10.10	Notices.		108
	10.11	Banks in Their Individual Capacities; Administrative Agent in its Individual Capacity.		108

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TABLE OF CONTENTS


Section				Page
	10.12	Holders of Notes.		108
	10.13	Equalization of Banks.		109
	10.14	Successor Administrative Agent.		109
	10.15	Administrative Agent’s Fee; Syndication Agent’s Fee.		110
	10.16	Availability of Funds.		110
	10.17	Calculations.		110
	10.18	Beneficiaries.		111
	10.19	No Reliance on Agent’s Customer Identification Program.		111
	10.20	Power of Attorney for Quebec Purposes.		111

11.	MISCELLANEOUS			112
	11.1	Modifications, Amendments or Waivers.		112
		11.1.1.	Increase of Commitment; Extension of Expiration Date.	112
		11.1.2.	Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.	112
		11.1.3.	Release of Collateral or Guarantor.	112
		11.1.4.	Miscellaneous.	113
	11.2	No Implied Waivers; Cumulative Remedies; Writing Required.		113
	11.3	Reimbursement and Indemnification of Banks by the Borrower; Taxes.		113
	11.4	Holidays.		114
	11.5	Funding by Branch, Subsidiary or Affiliate.		115
		11.5.1.	Notional Funding.	115
		11.5.2.	Actual Funding.	115
	11.6	Notices.		115
	11.7	Severability.		116
	11.8	Governing Law.		117
	11.9	Prior Understanding.		117
	11.10	Duration; Survival.		117
	11.11	Successors and Assigns.		117
	11.12	Confidentiality.		119
		11.12.1.	General.	119
		11.12.2.	Sharing Information With Affiliates of the Banks.	119
	11.13	Counterparts.		120
	11.14	Administrative Agent’s or Bank’s Consent.		120
	11.15	Exceptions.		120
	11.16	CONSENT TO FORUM; WAIVER OF JURY TRIAL.		120
	11.17	Certifications from Banks and Participants.		121
		11.17.1.	Tax Withholding Clause.	121
		11.17.2.	USA Patriot Act.	122
	11.18	Joinder of Guarantors.		122

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LIST OF SCHEDULES AND EXHIBITS


SCHEDULES

SCHEDULE 1.1(A)	-	PRICING GRID
SCHEDULE 1.1(B)	-	COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C)	-	CONSOLIDATED EBITDA
SCHEDULE 1.1(P)	-	PERMITTED LIENS
SCHEDULE 1.1(Q)(1)	-	QUALIFIED ACCOUNTS
SCHEDULE 1.1(Q)(2)	-	QUALIFIED INVENTORY
SCHEDULE 2.10	-	LETTERS OF CREDIT
SCHEDULE 6.1.1	-	QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2	-	CAPITALIZATION
SCHEDULE 6.1.3	-	SUBSIDIARIES
SCHEDULE 6.1.7	-	LITIGATION
SCHEDULE 6.1.8	-	OWNED AND LEASED REAL PROPERTY
SCHEDULE 6.1.13	-	CONSENTS AND APPROVALS
SCHEDULE 6.1.15	-	PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18	-	PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.19	-	INSURANCE POLICIES
SCHEDULE 6.1.21	-	MATERIAL CONTRACTS
SCHEDULE 6.1.23	-	EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.25	-	ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.2.1	-	PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3	-	GUARANTIES
SCHEDULE 8.2.4	-	PERMITTED LOANS AND INVESTMENTS
SCHEDULE 8.2.9	-	PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES
SCHEDULE 8.2.10	-	BUSINESS DESCRIPTIONS

EXHIBITS

EXHIBIT 1.1(A)	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(D)(1)	-	DEBENTURE PLEDGE AGREEMENT
EXHIBIT 1.1(D)(2)	-	DEED OF HYPOTHEC
EXHIBIT 1.1(D)(3)	-	DEMAND DEBENTURE
EXHIBIT 1.1(G)(1)	-	GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)	-	GUARANTY AGREEMENT
EXHIBIT 1.1(I)(2)	-	INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(I)(3)	-	INTERCREDITOR AGREEMENT
EXHIBIT 1.1(P)(1)	-	AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)	-	PLEDGE AGREEMENT
EXHIBIT 1.1(R)	-	REVOLVING CREDIT NOTE

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EXHIBIT 1.1(S)(1)	-	SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)	-	SWING LOAN NOTE
EXHIBIT 1.1(T)	-	TERM NOTE
EXHIBIT 2.5.1	-	LOAN REQUEST
EXHIBIT 2.5.2	-	SWING LOAN REQUEST
EXHIBIT 7.1.4	-	OPINION OF COUNSEL
EXHIBIT 7.1.16	-	LANDLORD’S WAIVER
EXHIBIT 8.2.6	-	ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3	-	QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT 8.3.4	-	BORROWING BASE CERTIFICATE

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC ., a Pennsylvania corporation (the “ Borrower ”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION , in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “ Administrative Agent ”) and NATIONAL CITY BANK OF PENNSYLVANIA , as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK , as Co-Documentation Agents.

WITNESSETH:

WHEREAS, the Borrower, the Administrative Agent, the Guarantors and certain of the Banks are party to that certain Credit Agreement dated as of May 12, 2003, as amended by a First Amendment thereto dated as of October 15, 2003, and a Second Amendment thereto dated as of November 17, 2004 (the “Existing Credit Agreement”) pursuant to which the Banks party thereto extended to the Borrower a $100,000,000 revolving credit facility and a $75,000,000 term loan, which term loan has been paid in full.

WHEREAS, the Borrower has requested the Banks to amend and restate the Existing Credit Agreement and, in connection therewith, provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $115,000,000 and (ii) a $10,000,000 term loan facility; and

WHEREAS, the revolving credit and term loan facilities shall be used (i) to refinance the loans under the Existing Credit Agreement, (ii) to provide working capital to the Borrower, (iii) to provide funding for acquisitions and capital expenditures of the Borrower, and (iv) for general corporate purposes of the Borrower, including transaction costs and expenses; and

WHEREAS, the Banks are willing to provide such credit facilities upon the terms and conditions hereinafter set forth;

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. CERTAIN DEFINITIONS

1.1 Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

Account shall mean any account, contract right, general intangible, chattel paper, instrument or document representing any right to payment for goods sold or services rendered, whether or not earned by performance and whether or not evidenced by a contract, instrument or document, which is now owned or hereafter acquired by the Borrower or any other Loan Party. All Accounts, whether Qualified Accounts or not, shall be subject to the Banks’ Prior Security Interest.

Account Debtor shall mean any Person who is or who may become obligated to the Borrower or to any other Loan Party organized under the laws of the United States or any state thereof or under the laws of Australia under, with respect to, or on account of, an Account.

Acquisition Compliance Certificate shall have the meaning given to such term in Section 8.2.6(5)(vi) hereof.

Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns.

Advisory Services Agreement shall have the meaning given to such term in Section 8.2.8 hereof.

Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (iii) 5% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

Agents shall mean, collectively, the Administrative Agent and the Syndication Agent.

Agent’s Letter shall have the meaning given to such term in Section 10.15 hereof.

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Agreement shall mean this Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time, including all schedules and exhibits.

Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

Applicable Letter of Credit Fee shall mean the percentage rate per annum at the indicated level of Senior Leverage Ratio in the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.” The Applicable Letter of Credit Fee shall be computed in accordance with the parameters set forth on Schedule 1.1(A) .

Applicable Margin shall mean, as applicable:

(A) the percentage spread to be added to Base Rate under the Revolving Credit Base Rate Option at the indicated level of the Senior Leverage Ratio in the pricing grid on Schedule 1.1 (A) below the heading “Revolving Credit Base Rate Spread,”

(B) the percentage spread to be added to Base Rate under the Term Loan Base Option at the indicated level of the Senior Leverage Ratio in the pricing grid on Schedule 1.1(A) below the heading “Term Loan Base Rate Spread,”

(C) the percentage spread to be added to Euro-Rate under the Revolving Credit Euro-Rate Option at the indicated level of the Senior Leverage Ratio in the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit Euro-Rate Spread,” or

(D) the percentage spread to be added to Euro-Rate under the Term Loan Euro-Rate Option at the indicated level of the Leverage Ratio in the pricing grid on Schedule 1.1(A) below the heading “Term Loan Euro-Rate Spread.”

The Applicable Margin shall be computed in accordance with the parameters set forth on Schedule 1.1(A).

As-Offered Rate shall mean an interest rate per annum (computed on the basis of a year of 360 days and actual days elapsed) applicable to the Swing Loans offered by the Administrative Agent with respect to the Swing Loans, as determined in its sole discretion.

Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A) .

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Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

Bank-Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Bank and with respect to which the Administrative Agent confirms meets the following requirements: such Interest Rate Hedge (i) is documented in a standard International Swap Dealer Association Agreement, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of the Loan Parties to the provider of any Bank-Provided Interest Rate Hedge (the “ Hedge Liabilities ”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty Agreements and secured obligations under the Pledge Agreement and Security Agreements and otherwise treated as Obligations for purposes of each of the other Loan Documents. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the other Loan Documents.

Banks shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Bank.

Base Rate shall mean the greater of (i) the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Administrative Agent, or (ii) the Federal Funds Open Rate plus 1/2% per annum.

Base Rate Option shall mean either the Revolving Credit Base Rate Option or the Term Loan Base Rate Option.

Beazer Acquisition Agreement shall mean the Asset Purchase Agreement dated as of December 28, 1988, by and between the Borrower and Beazer East.

Beazer Acquisition Agreement Guarantee shall mean the Guarantee of Beazer Limited of all of Beazer East’s liabilities and obligations under Article VII of the Beazer Acquisition Agreement.

Beazer East shall mean Beazer East, Inc., a Delaware corporation.

Beazer Limited shall mean Beazer Limited, an English corporation.

Benefit Arrangement shall mean at any time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

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Borrower shall mean Koppers Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania.

Borrowing Base shall mean at any time the sum of (i) 85% of Qualified Accounts (“Accounts Portion”), plus (ii) 60% of Qualified Inventory (“Inventory Portion”), provided that at no time shall that portion of the Borrowing Base supported by Qualified Australian Accounts and Qualified Australian Inventory exceed 25% of the aggregate Borrowing Base. Notwithstanding anything to the contrary herein, the Required Banks may, in their reasonable discretion, at any time hereafter, decrease the advance percentage for Qualified Accounts and Qualified Inventory, or increase the level of any reserves or ineligibles, or define or maintain such other reserves or ineligibles, as the Required Banks may deem necessary or appropriate as a result of any collateral audit or field examination of the Collateral and Borrowing Base conducted pursuant to Section 8.1.6 hereof. Any such change shall become effective immediately upon written notice from the Administrative Agent to the Borrower for the purpose of calculating the Borrowing Base hereunder.

Borrowing Base Certificate shall have the meaning given to such term in Section 8.3.4 hereof.

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market.

Cash Equivalents shall mean, at any time, (i) Indebtedness with a maturity of one year or less issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), (ii) certificates of deposit or acceptances with a maturity of one year or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000,

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(iii) commercial paper with a maturity of 270 days or less issued by a corporation (except an Affiliate of the Borrower) organized under the laws of any state of the United States or the District of Columbia or of the Commonwealth of Australia or any state thereof or of England and rated at least A-1 by Standard & Poor’s or at least P-1 by Moody’s, (iv) repurchase agreements with institutions described in clause (ii) with respect to investments described in clause (i), and (v) money market mutual funds or cash management trusts rated in the highest rating by Standard & Poor’s or Moody’s (and not rated other than in the highest rating by Standard & Poor’s or Moody’s) or investing solely in investments described in clauses (i) through (iv) above.

Change of Control shall have the meaning set forth in Section 9.1.13.

Closing Date shall mean the Business Day on which the first Loan shall be made, which shall be August 15, 2005.

Collateral shall mean the Pledged Collateral, the UCC Collateral, and the Intellectual Property Collateral.

Collateral Agent shall have the meaning given to such term in Section 9.2.5.2 hereof.

Collateral Documents shall have the meaning given to such term in Section 9.2.5.2 hereof.

Commercial Letter of Credit shall mean any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by one or more of the Loan Parties in the ordinary course of their business.

Commitment shall mean as to any Bank the aggregate of its Revolving Credit Commitment and Term Loan Commitment, and, in the case of the Administrative Agent, its Swing Loan Commitment and Commitments shall mean the aggregate of the Revolving Credit Commitments, Term Loan Commitments and Swing Loan Commitment of all of the Banks.

Commitment Fee shall have the meaning assigned to that term in Section 2.3.

Compliance Certificate shall have the meaning assigned to such term in Section 8.3.3.

Computation Date shall have the meaning assigned to such term in Section 2.11.

Consideration shall mean with respect to any Permitted Acquisition, the aggregate of (i) the cash paid by the Borrower or any of its Subsidiaries, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by Borrower or any

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of its Subsidiaries, whether in favor of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty given or incurred by Borrower or any of its Subsidiaries in connection therewith, and (iv) any other consideration given or obligation incurred by Borrower or any of its Subsidiaries in connection therewith.

Consolidated EBITDA for any period of determination shall mean (i) the sum of (a) net income, (b) depreciation, (c) depletion, (d) amortization, (e) other non-recurring, non-cash charges to net income (including non-cash bad debt write-offs associated with Accounts of Weirton Steel), (f) losses on the sale of assets outside the ordinary course of business, (g) interest expense, (h) income tax expense, (i) cash dividends received from Affiliates to the extent not included in determining Consolidated Net Income, (j) equity losses of Affiliates (other than Consolidated Subsidiaries) to the extent included in determining Consolidated Net Income for such period, (k) the non-recurring, cash charges to net income in amounts not to exceed the amounts specified on Schedule 1.1(C) as such charges are incurred, and (l) non-recurring, cash charges associated with the closure of the U.S. utility business of the Borrower, to the extent that cash payments associated with such cash charges are offset by cash received from net working capital liquidations during the same period of determination, such charges to be acceptable to the Administrative Agent in its reasonable discretion minus (ii) the sum of non-recurring, non-cash credits to net income, gains on the sale of assets outside the ordinary course of business, and equity earnings of Affiliates (other than Consolidated Subsidiaries) to the extent included in determining Consolidated Net Income for such period, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP. For purposes of determining Consolidated EBITDA, items related to Koppers-Arch Parent and its Subsidiaries and to Koppers China shall be excluded, except that cash dividends paid by Koppers-Arch Parent to WWV and cash dividends paid by Koppers China to Koppers-Mauritius shall be included in Consolidated EBITDA, but only to the extent that such dividends paid by Koppers-Arch Parent and Koppers China exceed the loans, advances and investments made by the Loan Parties in or to Koppers-Arch Parent and by the Loan Parties in or to Koppers China during the period of measurement.

Consolidated Net Income for any period of determination shall mean the consolidated net income (or loss) after taxes of the Borrower and its Consolidated Subsidiaries determined and consolidated in accordance with GAAP.

Consolidated Subsidiaries of the Borrower shall mean those Subsidiaries whose accounts are or should be consolidated with those of the Borrower at such time.

Contamination shall mean the presence or release or threat of release of Regulated Substances in, on, under or migrating to or from the Property, which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the performance of a Remedial Action or which otherwise constitutes a violation of Environmental Laws.

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Controller shall have the meaning given to such term in the definition of the term “Insolvency Event”.

Corporations Act shall mean the Corporations Act 2001 (Cth).

Currency Agreement shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement, among the Borrower or any of its Subsidiaries, on the one hand, and one or more financial institutions, on the other hand, designed to protect the Borrower or any of its Subsidiaries against fluctuations in currency values.

Debenture Pledge Agreement shall mean the Debenture Pledge Agreement, substantially in the form of Exhibit 1.1(D)(1), executed and delivered by the Borrower in favor of the Administrative Agent for its own benefit and on behalf and for the benefit of the Banks, together with all amendments, extensions, renewals or replacements thereof or thereto.

Deed of Hypothec shall mean the Deed of Hypothec, substantially in the form of Exhibit 1.1(D)(2), executed by the Borrower in favor of the Administrative Agent for its own benefit and on behalf and for the benefit of the Banks, together with all amendments, extensions, renewals or replacements thereof or thereto.

Deferred Revenue Accounts shall mean unbilled accounts receivable arising in the ordinary course of business of the Loan Parties which represent treating and handling services provided by the Loan Parties to their customers with respect to items of Inventory in the wood treating business, which accounts receivable are contractually due and payable to the Loan Parties by such customers under valid written service agreements with such customers.

Demand Debenture shall mean the Demand Debenture, substantially in the form of Exhibit 1.1(D)(3), issued by the Borrower in favor of the Administrative Agent for its own benefit and on behalf and for the benefit of the Banks, together with all amendments, extensions, renewals or replacements thereof or thereto.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

Dollar Equivalent shall mean, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars.

Drawing Date shall have the meaning assigned to that term in Section 2.10.3.2.

Environmental Complaint shall mean any (i) notice of non-compliance or violation, citation or order relating in any way to any Environmental Law, Environmental Permit, Contamination or Regulated Substance; (ii) civil, criminal, administrative or regulatory

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investigation instituted by an Official Body relating in any way to any Environmental Law, Environmental Permit, Contamination or Regulated Substance; (iii) administrative, regulatory or judicial action, suit, claim or proceeding instituted by any Person or Official Body or any written notice of liability or potential liability from any Person or Official Body, in either instance, setting forth allegations relating to or a cause of action for personal injury (including but not limited to death), property damage, natural resource damage, contribution or indemnity for the costs associated with the performance of Remedial Actions, direct recovery for the costs associated with the performance of Remedial Actions, liens or encumbrances attached to or recorded or levied against property for the costs associated with the performance of Remedial Actions, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws; or (iv) subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.

Environmental Laws shall mean all federal, territorial, tribal, state, local and foreign Laws (including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § § 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C. § § 300f-300j, the Federal Air Pollution Control Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § § 136 to 136y, each as amended, and any regulations promulgated thereunder or any equivalent state or local Law, each as amended, and any regulations promulgated thereunder) and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to Regulated Substances (iii) protection of the environment and/or natural resources; (iv) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, sale, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (v) the presence of Contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of Environmentally Sensitive Areas.

Environmental Permits shall mean all permits, licenses, bonds or other forms of financial assurances, consents, registrations, identification numbers, approvals or authorizations required under Environmental Laws (i) to own, occupy or maintain the Property; (ii) for the operations and business activities of the Loan Parties or any Subsidiaries of any Loan Party; or (iii) for the performance of a Remedial Action.

Environmental Records shall mean all notices, reports, records, plans, applications, forms or other filings relating or pertaining to the Property, Contamination, the performance of a Remedial Action and the operations and business activities of the Loan Parties or any Subsidiaries of any Loan Party which pursuant to Environmental Laws, Required Environmental Permits or at the request or direction of an Official Body either must be submitted to an Official Body or which otherwise must be maintained.

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Environmentally Sensitive Area shall mean (i) any wetland as defined by applicable Environmental Laws; (ii) any area designated as a coastal zone pursuant to applicable Laws, including Environmental Laws; (iii) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws, including Environmental Laws; (iv) habitats of endangered species or threatened species as designated by applicable Laws, including Environmental Laws; (v) wilderness or refuge areas as defined or designated by applicable Laws, including Environmental Laws; or (v) a floodplain or other flood hazard area as defined pursuant to any applicable Laws.

Equivalent Amount shall mean, at any time, as determined by the Administrative Agent (which determination shall be conclusive absent manifest error), with respect to an amount of any currency (the “ Reference Currency ”) which is to be computed as an equivalent amount of another currency (the “ Equivalent Currency ”): (i) if the Reference Currency and the Equivalent Currency are the same, the amount of such Reference Currency, or (ii) if the Reference Currency and the Equivalent Currency are not the same, the amount of such Equivalent Currency converted from such Reference Currency at the Administrative Agent’s spot selling rate (based on the market rates then prevailing and available to the Administrative Agent) for the sale of such Equivalent Currency for such Reference Currency at a time determined by the Administrative Agent on the second Business Day immediately preceding the event for which such calculation is made.

Equivalent Currency shall have the meaning assigned to such term in the definition of Equivalent Amount.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

Euro-Rate shall mean, with respect to the Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates for U.S. Dollars quoted by the British Bankers’ Association as set forth on Moneyline Telerate (or appropriate successor or, if the British Bankers’ Association or its

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successor ceases to provide such quotes, a comparable replacement determined by the Administrative Agent) display page 3750 (or such other display page on the Moneyline Telerate service as may replace display page 3750) two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may also be expressed by the following formula:


		Average of London interbank offered rates quoted
		by BBA or appropriate successor as shown on
Euro-Rate =		Moneyline Telerate Service display page 3750
		1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

Euro-Rate Option shall mean either the Revolving Credit Euro-Rate Option or the Term Loan Euro-Rate Option.

Euro-Rate Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

Event of Default shall mean any of the events described in Section 9.1 and referred to therein as an “Event of Default.”

Existing Bank shall have the meaning given to such term in Section 11.11 hereof.

Existing Credit Agreement shall have the meaning set forth in the recitals to this Agreement.

Expiration Date shall mean, with respect to the Revolving Credit Commitments, December 31, 2009.

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank

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computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided , if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

Federal Funds Open Rate shall mean the rate per annum determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the “open” rate for federal funds transactions as of the opening of business for federal funds transactions among members of the Federal Reserve System arranged by federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity thereto, or any other broker selected by the Bank, as set forth on the applicable Telerate display page; provided, however; that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day, or if no such rate shall be quoted by a Federal funds broker at such time, such other rate as determined by the Administrative Agent in accordance with its usual procedures.

Financial Projections shall have the meaning assigned to that term in Section 6.1.9(ii).

Fixed and Floating Charge (Australia) shall mean each fixed and floating charge granted by a Guarantor which is registered in Australia to the Administrative Agent for the benefit of the Banks.

Fixed Charge Coverage Ratio shall mean the ratio of (i) Consolidated EBITDA minus capital expenditures minus cash taxes to (ii) Fixed Charges.

Fixed Charges shall mean for any period of determination the sum of interest expense, contractual principal installments on Indebtedness, and contractual principal payments on capitalized leases, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP.

GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

Governmental Acts shall have the meaning assigned to that term in Section 2.10.8.

Guarantor shall mean each of the parties to this Agreement which is designated as a “Guarantor” on the signature page hereof and each other Person which joins this Agreement as a Guarantor after the date hereof pursuant to Section 11.18.

Guarantor Joinder shall mean a joinder by a Person as a Guarantor under this Agreement, any Guaranty Agreement and the other Loan Documents in the form of Exhibit 1.1(G)(1).

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Guaranties of any Person , and Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

Guaranty Agreement (Australia) shall mean each guarantee and indemnity granted by a Guarantor which is registered in Australia to the Administrative Agent for the benefit of the Banks.

Guaranty Agreement shall mean (i) the Guaranty and Suretyship Agreement in substantially the form of Exhibit 1.1(G)(2) executed and delivered by certain of the Guarantors to the Administrative Agent for the benefit of the Banks, and (ii) any Guaranty Agreement (Australia).

Hedge Liabilities shall have the meaning given to such term in the definition of the term “Bank-Provided Interest Rate Hedge”.

Historical Statements shall have the meaning assigned to that term in Section 6.1.9(i).

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money.

Indebtedness for Borrowed Money shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) the unreimbursed amount of all drafts drawn under letters of credit issued for the account of such Person and the undrawn stated amount of all letters of credit issued for the account of such Person, or (iv) obligations with respect to capitalized leases.

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Ineligible Security shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Insolvency Event shall mean in respect of a Person:

(a) an order being made, or the person passing a resolution, for its winding up or bankruptcy, or

(b) an application being made by such Person or its representatives to a court for an order for its winding up or bankruptcy, or an application being made by a third party to a court for an order for its winding up or bankruptcy unless the application is withdrawn or dismissed within 30 days, or

(d) (i) the Person resolving to appoint a receiver and manager or analogous Person (“ Controller ”) to the Person or any of the Person’s property, or (ii) an application being made by such Person to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous Person to the Person or any of the Person’s property, or an application being made by a third party to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous Person to the Person or any of the Person’s property unless the application is withdrawn or dismissed within 30 days, or (iii) an appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application), or

(e) the Person being taken under Section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, or

(f) the Person (i) suspending payment of its debts, ceasing (or threatening to cease) to carry on all or a material part of its business, stating that it is unable to pay its debts or being or becoming otherwise insolvent, or (ii) being taken by applicable law to be (or if a court would be entitled or required to presume that the Person is) unable to pay its debts or otherwise insolvent, or

(g) the Person taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that is in accordance with this Agreement.

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation,

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dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law or (c) an Insolvency Event in the case of a corporation registered in Australia.

Intellectual Property Collateral shall mean all of the property described in the Patent, Trademark and Copyright Security Agreement.

Intercompany Subordination Agreement shall mean an Intercompany Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2) .

Intercreditor Agreement shall mean the Intercreditor Agreement dated as of October 15, 2003, by and among the Administrative Agent, the 2003 Trustee, the Borrower and the Subsidiary Guarantors, as the same may be amended, restated, supplemented or otherwise modified in accordance with this Agreement.

Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans or Term Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three or six Months if Borrower selects the Euro-Rate Option. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantors and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

Interest Rate Option shall mean any Euro-Rate Option or Base Rate Option.

Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

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Inventory shall mean any and all goods, merchandise and other personal property, including, without limitation, goods in transit, wheresoever located and whether now owned or hereafter acquired by the Borrower which are or may at any time be held as raw materials, finished goods, work-in-process, supplies or materials used or consumed in the Borrower’s business or held for sale or lease, including, without limitation, (a) all such property the sale or other disposition of which has given rise to Accounts and which has been returned to or repossessed or stopped in transit by the Borrower, and (b) all packing, shipping and advertising materials relating to all or any such property. All Inventory, whether Qualified Inventory or not, shall be subject to the Banks’ Prior Security Interest.

IRH Provider shall have the meaning given to such term in Section 9.2.5.2 hereof.

Investors shall mean Saratoga and the Management Investors.

Issuing Bank shall mean individually and Issuing Banks shall mean collectively the Administrative Agent and any other Bank designated by the Administrative Agent as an Issuing Bank pursuant to Section 2.10 hereof, in their capacities as issuers of Letters of Credit.

KI Holdings shall mean KI Holdings Inc., a Pennsylvania corporation.

Koppers-Arch Parent shall mean Koppers Arch Investments Pty. Ltd. an Australian corporation of which 51% of the ownership interests are held by WWV.

Koppers Assurance shall mean Koppers Assurance, Inc., a South Carolina corporation and successor by merger to KHC Assurance, Inc., a Vermont corporation.

Koppers China shall mean Koppers (China) Carbon & Chemical Company Limited, a limited liability company organized under the laws of the Peoples Republic of China.

Koppers Investment Subsidiary shall mean Koppers Investment Subsidiary Pty Ltd., (ABN 99 081- 552 614), an Australian corporation.

Koppers-Mauritius shall mean Koppers Mauritius, a company organized under the laws of the Republic of Mauritius.

Koppers Merger Sub shall mean Merger Sub for KI Inc., a Pennsylvania corporation.

Koppers Monessen shall mean Koppers Monessen Partners LP, a Delaware limited partnership.

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Labor Contracts shall mean all employment agreements, employment contracts, collective bargaining agreements and other agreements among any Loan Party or Subsidiary of a Loan Party and its employees.

Landlord’s Waiver shall mean a Landlord’s Waiver in substantially the form attached hereto as Exhibit 7.1.16 executed by the applicable Loan Parties and the lessor of certain of the leased locations of Collateral in favor of the Administrative Agent.

Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or settlement agreement with any Official Body.

Letter of Credit shall have the meaning assigned to that term in Section 2.10.1.

Letter of Credit Borrowing shall have the meaning assigned to such term in Section 2.10.3.4.

Letter of Credit Fee shall have the meaning assigned to that term in Section 2.10.2.

Letters of Credit Outstanding shall mean at any time the sum of (i) the aggregate undrawn face amount of outstanding Letters of Credit and (ii) the aggregate amount of all unpaid and outstanding Reimbursement Obligations and Letter of Credit Borrowings.

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, hypothec, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

LLC Interests shall have the meaning given to such term in Section 6.1.3.

Loan Documents shall mean this Agreement, the Guaranty Agreements, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Notes, the Patent, Trademark and Copyright Security Agreement, the Pledge Agreement, the Security Agreements, the Security Trust Deed, the Quebec Security, agreements related to Bank-Provided Interest Rate Hedges, fee letters between the Borrower and the Administrative Agent and the Syndication Agent and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

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Loan Parties shall mean the Borrower and the Guarantors.

Loan Request shall have the meaning given to such term in Section 2.5.1.

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans, the Term Loans, and the Swing Loans, or any Revolving Credit Loan, the Term Loan or the Swing Loan.

Management Investors shall mean the employees of the Borrower or its Subsidiaries who are stockholders of the Borrower.

Material Adverse Change shall mean any set of circumstances or events which (a) has a material adverse effect upon the validity or enforceability of this Agreement or any other Loan Document, (b) is material and adverse to the business, properties, assets, financial condition, or results of operations of the Loan Parties taken as a whole, (c) impairs materially the ability of the Loan Parties taken as a whole to duly and punctually pay or perform its Indebtedness, or (d) impairs materially the ability of the Administrative Agent or any of the Banks, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

Monessen Facility shall mean the Borrower’s coke facility located in Monessen, Pennsylvania.

Monessen Section 29 Tax Credits shall mean the tax credits available under Section 29 of the U.S. Internal Revenue Code associated with the operations of the Monessen Facility.

Month , with respect to an Interest Period under the Euro-Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any Euro-Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

Moody’s shall mean Moody’s Investors Service, Inc. and its successors.

Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.

Multiple Employer Plan shall mean a Plan which has two or more contributing sponsors (including the Borrower or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

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Notes shall mean the Revolving Credit Notes, the Term Notes and the Swing Loan Notes.

Notices shall have the meaning assigned to that term in Section 11.6.

Obligation shall mean any obligation or liability of any of the Loan Parties to the Administrative Agent or any of the Banks, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, the Letters of Credit, the Agents’ Letters or any other Loan Document. Obligations shall include (i) the liabilities to any Bank under any Bank-Provided Interest Rate Hedge but shall not include the liabilities to other Persons under any other Interest Rate Hedge, and (ii) the liabilities under Purchasing Card Obligations.

Official Body shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, board, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Optional Currency shall mean Australian dollars.

Order shall have the meaning given to such term in Section 2.10.9 hereof.

Original Currency shall have the meaning assigned to such term in Section 5.8.1.

Other Currency shall have the meaning assigned to such term in Section 5.8.1.

Participation Advance shall mean, with respect to any Bank, such Bank’s payment in respect of its participation in a Letter of Credit Borrowing according to its Ratable Share pursuant to Section 2.10.3.

Partnership Interests shall have the meaning given to such term in Section 6.1.3.

Patent, Trademark and Copyright Security Agreement shall mean the Patent, Trademark and Copyright Security Agreement dated May 12, 2003 and recorded with the United States Patent and Trademark Office on May 15, 2003 at Reel 002736, Frames 0813-0840 with respect to trademarks, and on May 20, 2003 at Reel 01474, Frames 0880-0903 with respect to patents, as the same may amended from time to time, executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Banks.

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PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

Permitted Acquisitions shall have the meaning assigned to such term in Section 8.2.6(5) hereof.

Permitted Investments shall mean:

(i) direct obligations of the United States of America, the Commonwealth of Australia, a State of the Commonwealth of Australia, or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America or the Commonwealth of Australia or a State of the Commonwealth of Australia maturing in twelve (12) months or less from the date of acquisition;

(ii) commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition;

(iii) demand deposits, time deposits, term deposits, or certificates of deposit maturing within one year in commercial banks of the United States or Europe, or banks constituted under the legislation of a State of the Commonwealth of Australia whose obligations are given a short-term rating of A-1, or a long-term senior unsecured rating of A or the equivalent or better by Standard & Poor’s or given a short-term rating of P-1, or a long-term senior unsecured rating of A2 or the equivalent or better by Moody’s (and not rated other than the highest rating by Standard & Poor’s or Moody’s) on the date of acquisition; and

(iv) money market mutual funds or cash management trusts rated in the highest rating by Standard & Poor’s or Moody’s (and not rated other than the highest rating by Standard & Poor’s or Moody’s) or investing solely in investments described in clauses (i) through (iv) of the definition of Cash Equivalents.

Permitted Liens shall mean:

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;

(iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default;

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(iv) Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

(v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, or minor irregularities in title thereto and other immaterial liens that do not secure the payment of money, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use;

(vi) Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Banks securing the Obligations including liabilities under any Bank-Provided Interest Rate Hedge;

(vii) Liens on property leased by any Loan Party or Subsidiary of a Loan Party under capital and operating leases securing obligations of such Loan Party or Subsidiary to the lessor under such leases;

(viii) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P) , and any extension, replacement or renewal thereof, provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien;

(ix) Purchase Money Security Interests and liens on tangible property (excluding inventory) acquired pursuant to Permitted Acquisitions to the extent permitted under Section 8.2.1(vi);

(x) The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, and in either case they do not affect the Collateral or, in the aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents:

(1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the applicable Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;

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(2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;

(3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or

(4) Liens resulting from final judgments or orders described in Section 9.1.6;

(xi) Liens on Inventory of Subsidiaries organized under Australian law arising from title retention arrangements with suppliers of such Subsidiaries, provided that such Liens do not encumber any other property;