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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:
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"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 below,
Holdings agrees that it will use its commercially reasonable
efforts to prepare a prospectus suppl
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