Exhibit 99.1
Execution Copy
FIFTH AMENDMENT TO
STOCKHOLDERS’ AGREEMENT
THIS FIFTH AMENDMENT TO
STOCKHOLDERS’ AGREEMENT (this “ Amendment ”) is made
as of the 31st day of December, 2006, by and among KOPPERS
HOLDINGS INC. , a Pennsylvania corporation (“
Holdings ”), SARATOGA PARTNERS III, L.P. , a
Delaware limited partnership (“ Saratoga ”), and
Walter W. Turner, on behalf of all of the Stockholders (as defined
in the Stockholders’ Agreement) other than
Saratoga.
RECITALS:
WHEREAS , Holdings, Saratoga and certain Management
Investors (as defined in the Stockholders’ Agreement) are
parties to a Stockholders’ Agreement dated December 1,
1997 (as amended by the First, Second, Third and Fourth Amendments
thereto, the “ Stockholders’ Agreement
”).
WHEREAS , Saratoga and Holdings desire to enter into
this Amendment to clarify Saratoga’s and Holdings’
rights and obligations under Sections 9.1, 9.2 and 9.3 of the
Stockholders’ Agreement with respect to any underwritten,
public offering by Saratoga of part or all of its Shares from time
to time under Holdings’ registration statement on Form S-3
(File No. 333-136329), which became effective on
September 7, 2006 and which registered all of the Shares owned
by Saratoga and its affiliates (the “ Effective Form
S-3 ”).
NOW, THEREFORE
, in consideration of the foregoing
recitals which are incorporated by reference herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. The recitals set forth above are
incorporated into and made a part of this Amendment.
2. Capitalized terms used in this
Amendment and not otherwise defined shall have the same meanings
ascribed to those terms in the Stockholders’ Agreement, as
amended by this Amendment.
3. Section 9.2 of the
Stockholders’ Agreement shall be amended by adding the
following to the end of the current Section 9.2:
“Saratoga acknowledges that
(a) all of its Shares have been registered under the Effective
Form S-3 and (b) certain additional actions may be required to
be taken by Holdings in order for Saratoga to sell part or all of
its Shares from time to time in one or more underwritten, public
offerings pursuant to the Effective Form S-3. Subject to the
limitations described
