KOPPERS HOLDINGS INC. (NYSE:KOP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

On February 17, 2017, Koppers Inc. (Koppers or the Company), a
wholly-owned subsidiary of Koppers Holdings Inc. (Holdings),
entered into a Credit Agreement with certain lenders, the
guarantors party thereto, PNC Bank, National Association, as
administrative agent, and the other agents party thereto (the
Credit Agreement). The Credit Agreement provides for a $400.0
million revolving credit facility with an uncommitted accordion
feature allowing the Company to request increases to the
borrowing commitments under the revolving credit facility of up
to $100.0 million in the aggregate.

The Credit Agreement will mature on February 17, 2022. Borrowings
under the Credit Agreement will initially bear interest at a rate
per annum equal to an agreed applicable margin plus, at the
Companys election, a prime rate equivalent or a Eurodollar rate.
For purposes of the Credit Agreement, the prime rate equivalent
is defined as the highest of (1) the overnight bank funding rate
in effect on such day plus 0.5%, (2) the prime rate in effect on
such day published by PNC Bank, National Association, or (3) an
adjusted LIBOR rate. For borrowings that bear interest at the
prime rate equivalent, the applicable margin ranges from 2.00% to
1.00%, and for borrowings that bear interest at the Eurodollar
rate, the applicable margin ranges from 3.00% to 2.00%. The
Credit Agreement also provides for a commitment fee applicable to
the unused portion of the revolving credit facility ranging from
0.375% to 0.250%, payable in arrears on each quarterly payment
date.

The Credit Agreement contains customary affirmative and negative
covenants for credit facilities of this type including, among
others, a maximum total secured leverage ratio and a minimum
fixed charge coverage ratio, and limitations on capital
expenditures, additional indebtedness, liens, dividends,
investments and acquisitions.Borrowings under the Credit
Agreement are secured by a first priority lien on substantially
all of the assets (excluding real property) of the Company,
Holdings and their material domestic subsidiaries.

The obligation of Koppers to pay amounts outstanding under the
Credit Agreement may be accelerated upon the occurrence of an
Event of Default as defined in the Credit Agreement. Such Events
of Default include, among others, (1) the Companys failure to pay
the principal of, or interest on, borrowings under the Credit
Agreement, (2) any representation or warranty of the Company or
the guarantors in the Credit Agreement proving to be materially
false or misleading, (3) breach of any of the covenants contained
in the Credit Agreement by the Company or the guarantors, (4) the
bankruptcy or insolvency of any of the Company, the guarantors or
any subsidiary of the Company or the guarantors, (5) the failure
of certain third-party indemnitors to perform their obligations
to a certain extent, (6) a default under another loan or credit
agreement involving an amount in excess of $15.0 million where
the default involves a failure to pay or permits or causes the
acceleration of indebtedness, and (7) the entry of a final
judgment for the payment of money (not covered by insurance) in
excess of $15.0 million.

The foregoing description of the Credit Agreement does not
purport to be a complete statement of the parties rights and
obligations under the Credit Agreement. The foregoing description
of the Credit Agreement is qualified in its entirety by reference
to the Credit Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.

Item 1.02.Termination of Material Definitive Agreement.

Effective February 17, 2017, the Credit Agreement, dated as of
August 15, 2014, by and among Koppers, as borrower, the
guarantors party thereto, the lenders party thereto and PNC Bank,
National Association, as administrative agent, as amended (the
Prior Credit Agreement) was replaced by the Credit Agreement. The
Prior Credit Agreement provided for a $500.0 million revolving
credit facility and a $300.0 million term loan.The Company was in
compliance with all applicable financial covenants and other
restrictions under the Prior Credit Agreement as of the date of
the Credit Agreement.

The description of the terms of the Credit Agreement set forth
above in Item 1.01 is incorporated by reference into this Item
2.03.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.The following exhibit is filed herewith:

About KOPPERS HOLDINGS INC. (NYSE:KOP)

Koppers Holdings Inc. is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. The Company operates through three business segments: Railroad and Utility Products and Services (RUPS), Carbon Materials and Chemicals (CMC) and Performance Chemicals (PC). The Railroad and Utility Products and Services segment sells treated and untreated wood products, rail joint bars and services primarily to the railroad industry and treated wood products to the utility industry. Its utility products include transmission and distribution poles and pilings. The Carbon Materials and Chemicals segment is primarily a manufacturer of creosote, carbon pitch, naphthalene, phthalic anhydride and carbon black feedstock. The Performance Chemicals segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services a range of markets including infrastructure, residential and commercial construction and agriculture.

KOPPERS HOLDINGS INC. (NYSE:KOP) Recent Trading Information

KOPPERS HOLDINGS INC. (NYSE:KOP) closed its last trading session down -0.30 at 43.25 with 139,329 shares trading hands.