Joint Venture Contract for Coal Tar Production and Processing Facility

Execution Version


Exhibit 10.45


December 9, 2006

KAILUAN CLEAN COAL COMPANY LIMITED

and

KOPPERS MAURITIUS

and

TANGSHAN IRON & STEEL CO., LTD.


JOINT VENTURE CONTRACT


in relation to the establishment of


TANGSHAN KOPPERS KAILUAN CARBON CHEMICAL CO., LTD.

Execution Version


CONTENTS

PAGE ARTICLE ARTICLE 1 GENERAL PROVISIONS 1 ARTICLE 2 PARTIES TO THE JOINT VENTURE 5 ARTICLE 3 ESTABLISHMENT OF THE JOINT VENTURE COMPANY 6 ARTICLE 4 PURPOSE, SCOPE OF BUSINESS AND SCALE OF PRODUCTION 7 ARTICLE 5 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL 8 ARTICLE 6 RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE 16 ARTICLE 7 TECHNOLOGY LICENSE 19 ARTICLE 8 RIGHT TO USE THE FACTORY SITE; UTILITIES 19 ARTICLE 9 MARKETING, SALES OF PRODUCTS 20 ARTICLE 10 PURCHASES OF EQUIPMENT AND MATERIALS 23 ARTICLE 11 THE BOARD OF DIRECTORS 24 ARTICLE 12 OPERATION AND MANAGEMENT ORGANIZATION 24 ARTICLE 13 LABOR MANAGEMENT 25 ARTICLE 14 PREFERENTIAL STATUS OF THE COMPANY 28 ARTICLE 15 TAXES, FINANCE, AUDIT AND DISTRIBUTION OF PROFIT 28 ARTICLE 16 FOREIGN EXCHANGE 32 ARTICLE 17 INSURANCE AND COMPLIANCE 33 ARTICLE 18 REPRESENTATIONS AND WARRANTIES OF THE PARTIES 34 ARTICLE 19 FURTHER COOPERATION 35


Execution Version


ARTICLE 20 CONFIDENTIALITY 38

ARTICLE 21 DURATION OF THE JOINT VENTURE 39

ARTICLE 22 EARLY TERMINATION AND DISSOLUTION 40

ARTICLE 23 BREACH, PENALTIES FOR BREACH, AND LIQUIDATION DUE TO BREACH 42

ARTICLE 24 CONSEQUENCES OF TERMINATION AND DISSOLUTION 44

ARTICLE 25 EXCUSING EVENTS 45

ARTICLE 26 APPLICABLE LAW 47

ARTICLE 27 SETTLEMENT OF DISPUTES 47

ARTICLE 28 LANGUAGE 48

ARTICLE 29 EFFECTIVENESS OF THE CONTRACT, AMENDMENT, AND MISCELLANEOUS PROVISIONS 49

SIGNATURE 52

LIST OF APPENDICES 53


Execution Version


JOINT VENTURE CONTRACT

ARTICLE 1 GENERAL PROVISIONS

1.1 Introduction

In accordance with the Law of the People' s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the " Joint Venture Law" ), the Implementing Regulations of the Joint Venture Law (the " Joint Venture Regulations" ), and other relevant laws and regulations of the People' s Republic of China (" PRC" ), Kailuan Clean Coal Company Limited, Koppers Mauritius, and Tangshan Iron & Steel Co., Ltd, adhering to the principles of equality and mutual benefit, agree after friendly consultations to invest jointly in and to set up an equity joint venture company in Tangshan, Hebei Province, PRC , and hereby enter into this Contract . 1.2 Definitions

In this Contract :

1.2.1 Affiliate means, in relation to a Party , any corporation, enterprise, partnership, trust or other entity (an " Entity" ) directly or indirectly controlling or controlled by or under common Control with that Party . However, the Parties agree that Affiliate relationships do not exist between enterprises in which the PRC state holds controlling interest merely because the equity interest in both them is controlled by the PRC state. Thus, for the avoidance of doubt and for purposes of this Contract , Party A and Party C shall not be regarded as Affiliates .

1.2.2 After-Tax Profits has that meaning as set forth in PRC GAAP .

1.2.3 AIC means the PRC State Administration of Industry and Commerce, including its authorised local branches, as applicable. 1.2.4 Appointed Management Personnel means, collectively, the Company' s General Manager , CFO and the Deputy General Manager of Operations.

1.2.5 Approval Authority means the PRC government authority which, pursuant to relevant PRC laws and regulations, is authorized to approve this Contract and the Articles of Association .

1.2.6 Articles of Association means the articles of association of the Company in the form attached hereto as Appendix A. 1.2.7 Asset Valuation Report means the asset valuation report, which has an evaluation reference date of October 27, 2006 and is issued by Tangshan Lande Asset Appraisal Co., Ltd., together with its extension certificates, if any.


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1.2.8 Board has that meaning as set forth in Article 11.1. 1.2.9 Breaching Party has that meaning as set forth in Article 23.1.

1.2.10 Carbon Pitch means intermediate Coal Tar Pitch , hard Coal Tar Pitch , liquid Coal Tar Pitch , collectively. 1.2.11 CFO means the chief financial officer of the Company , as described in Article 15.3.1. 1.2.12 Coal Tar means the Coal Tar distillated and condensed from gas during the process of the high-temperature coking of coal. 1.2.13 Coal Tar Pitch means the residue stream which is from the distillation of Coal Tar after lower-boiling hydrocarbon fractions are removed and which has a softening-point range of 60 to 120 degrees centigrade (60-120 baC).

1.2.14 Company has that meaning as set forth in Article 3.1.

1.2.15 Company Term has that meaning as set forth in Article 21.1.1.

1.2.16 Confidential Information has that meaning as set forth in Article 20.1.

1.2.17 Contract means this Joint Venture Contract as negotiated and executed by the Parties , which includes Appendices A through C. 1.2.18 Control means ownership (whether direct or indirect) of more than fifty percent (50%) of a legal person' s or Entity' s registered capital or voting stock, or the power to designate, elect or appoint fifty percent (50%) or more of the members of the board of directors or equivalent body of that legal person or Entity . 1.2.19 Contributed Assets has that meaning as set forth in Article 18.1.4.

1.2.20 Distributable Profits has the meaning as set forth in PRC GAAP .

1.2.21 Effective Date has that meaning as set forth in Article 29.2.1.

1.2.22 Entity has that meaning as set forth in Article 5.8.2(D).

1.2.23 Excusing Event has that meaning as set forth in Article 25.1.1.

1.2.24 Export Distribution Agreement means the agreement which sets forth the terms and conditions pursuant to which certain of the Products will be sold outside of the PRC .

1.2.25 Factory Land Use Rights Contribution Contract means the land use rights contribution contract in relation to the Factory Site , in the form attached hereto as Appendix C.

1.2.26 Factory Site means the site of the factory as described in Article 8.1.


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1.2.27 Fair Value means, in relation to any interest in the registered capital of the Company , a fair and reasonable price for such interest as between a willing buyer and a willing seller on an arm' s-length and going-concern basis.

1.2.28 Funds has that meaning as set forth in Article 15.6.1.

1.2.29 General Manager means that person who, as further detailed in this Contract and the Articles of Association , leads and participates in the management organization of the Company , as well as its day-to-day operations.

1.2.30 General Manager Office Meeting means that meeting which the General Manager regularly holds with the other Appointed Management Personnel and other involved personnel to discuss the main issues and problems of the Company' s operations.

1.2.31 IFRS has that meaning as set forth in Article 15.3.3(B).

1.2.32 Know-how and Technology Usage Right Agreement means that agreement, in the form attached hereto as Appendix B, which sets forth the terms and conditions under which Party B makes available to the Company and the Company may use proprietary know-how and technology and technical assistance.

1.2.33 Koppers China means Koppers China Carbon and Chemical Company Limited.

1.2.34 Koppers Group means Koppers Inc., its subsidiaries, and its affiliated companies . 1.2.35 Labor Contract means the labor contract which sets forth the terms and conditions for employees of the Company . 1.2.36 Liquidation Committee means the liquidation committee as described in Article 24.2. 1.2.37 Major Contracts means the following contracts which are executed in connection with this Contract : Know-how and Technology Usage Right Agreement ; Factory Land Use Rights Contribution Contract ; Trademark License Agreement ; Tar Supply Agreement ; Services and Utilities Agreement , Labor Contract and Export Distribution Agreement .

1.2.38 Major Contracts Agreement means the agreement which is executed by the Parties on the same date as that on which they have executed this Contract , and which, among other things, sets forth the text agreed by the Parties for the following Major Contracts : Trademark License Agreement ; Tar Supply Agreement ; Services and Utilities Agreement , Labor Contract and Export Distribution Agreement .

1.2.39 Offer, Offeree and Offeror have those meanings in Article 24.4.1. 1.2.40 Party means either Party A , Party B , or Party C , and Parties means Party A , Party B , and Party C collectively.


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1.2.41 Party Personnel has that meaning in Article 20.4.

1.2.42 Performing Party has that meaning in Article 23.1.1.

1.2.43 PRC means the People' s Republic of China.

1.2.44 PRC GAAP has that meaning as set forth in Article 15.3.3.

1.2.45 Products has that meaning in Article 4.2.1.

1.2.46 Profit has that meaning in PRC GAAP .

1.2.47 Project Application Report means the project application report dated November 30, 2006 jointly prepared by Party A, Party B and Party C .

1.2.48 RMB means Renminbi, the lawful currency of the PRC .

1.2.49 SAFE means the PRC State Administration of Foreign Exchange, including its authorised local branches and agents, as applicable. 1.2.50 Services and Utilities Agreement means the agreement which sets forth the terms and conditions for the supply of services and utilities to the Company by Party A' s Affiliate .

1.2.51 Tar Supply Agreement means the two (2 ) agreements which set forth the terms and conditions for the supply by Party A' s Affiliates of Coal Tar to the Company .

1.2.52 Trademark License Agreement means the agreement which sets forth the terms and conditions under which an Affiliate of Party B licenses trademark(s) to the Company .

1.2.53 Transfer has that meaning as set forth in Article 5.8.1(C).

1.2.54 Transfer Notice has that meaning in Article 5.8.1(C).

1.2.55 Transferring Party has that meaning in Article 5.8(1)(C).

1.2.56 US$ means the United States Dollar, the lawful currency of the USA . 1.2.57 US GAAP has that meaning as set forth in Article 15.3.3(A).

1.2.58 USA means the United States of America.

1.2.59 References to " assist" or to " assistance" in this Contract mean that a Party which assists or provides assistance shall use its best efforts to achieve the result desired by the Parties in relation to that assistance. For the avoidance of doubt: (a) a Party shall not be liable for any such assistance that does not achieve the desired result; and (b) a Party shall not be expected to provide assistance regarding matters that are not within their natural areas of expertise or experience.


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Execution Version


ARTICLE 2 PARTIES TO THE JOINT VENTURE 2.1 Parties

The Parties to this Contract are:

(A) Kailuan Clean Coal Company Limited (" Party A" ), a joint stock limited company which is registered with the Hebei Province Administration of Industry and Commerce, with its legal address at East Building, No. 70 Xin Hua Dong Road, Tangshan City, Hebei Province, PRC . The legal representative of Party A is: Name: Pei Hua Position: Chairman of the Board of Directors Nationality: PRC

AND

(B) Koppers Mauritius (" Party B" ) , a company incorporated and existing under the laws of the Republic of Mauritius with its registered office at 4th Floor, Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius and being a wholly-owned subsidiary of Koppers Australia Pty. Limited , a corporation incorporated and existing under the laws of the Commonwealth of Australia with its legal address at Level 10, 15 Blue Street, North Sydney, NSW 2060 Australia. The legal representative of Party B is:

Name: Ernest S. Bryon Position: Director Nationality: Australian

AND

(C) Tangshan Iron & Steel Co., Ltd (" Party C" ), a joint stock limited company which is registered with the Hebei Province Administration of Industry and Commerce, with its legal address at No. 9 Binhelu, Tangshan, Hebei Province, PRC . The legal representative of Party C is:

Name: Wang Yifang Position: Chairman of the Board of Directors Nationality: PRC


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2.2 Power to Enter into this Contract

Each Party represents and warrants that:

(A) it possesses full power and authority to enter into this Contract and has obtained or immediately shall obtain all necessary approvals to perform its obligations hereunder;

(B) its representative whose signature is affixed to this Contract has been or will be fully authorized to sign this Contract pursuant to a valid power of attorney, a board resolution or a resolution of shareholder' s general meeting, a copy of which shall be provided to the other Party to this Contract .

ARTICLE 3 ESTABLISHMENT OF THE JOINT VENTURE COMPANY

3.1 Establishment of the Joint Venture Company

In accordance with the Joint Venture Law and the Joint Venture Regulations , the Parties agree to set up a limited liability Sino-foreign equity joint venture company (the " Company" ) pursuant to the terms of this Contract . The Company shall be governed in accordance with the Articles of Association .

3.2 Name and Address of the Company

3.2.1 The name of the Company shall be in Chinese and " Tangshan Koppers Kailuan Carbon Chemical Co., Ltd." in English. The name of the Company shall be subject to the verification of the AIC . 3.2.2 The legal address of the Company shall be at North No. 5 Road, Haigang Development Zone, Tangshan, Hebei Province, PRC . 3.3 Limited Liability Company

3.3.1 The Company shall be a limited liability company. Each Party shall be liable to the Company to the extent of its respective subscribed contributions to the Company' s registered capital that are required to be made pursuant to this Contract , and no Party shall have any liability to the Company or to any third party (including any PRC national, provincial or other governmental authority, agency or bureau or any department or division thereof) jointly or severally in excess of such amount. In accordance with relevant PRC laws and regulations, the Parties shall share the profits and bear risks and losses of the Company in proportion to their capital contributions to the Company .


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3.3.2 The Parties agree that they each shall waive any claim that each may have in respect of indirect damages (including, but not limited to, damages for loss of profits or benefits) against the other and each of them agrees not to assert any claim against the other in respect of such indirect damages arising out of any breach of this Contract . 3.4 Legal Person Status

The Company shall be a legal person under the laws of the PRC .

3.5 Compliance with Laws

The activities of the Company shall comply with, and be entitled to the protection of, the relevant published laws, statutes, and regulations of the PRC , and also shall be in accordance with the Articles of Association and this Contract .

ARTICLE 4 PURPOSE, SCOPE OF BUSINESS AND SCALE OF PRODUCTION

4.1 Purpose of the Company

The Parties' purpose in forming the Company is to build and operate a Coal Tar production and processing facility which has a production capacity of 300,000 MT of anhydrous Coal Tar , and that will manufacture Coal Tar -derived products to meet the demands of the domestic and international markets in terms of quality, price and delivery terms for the Products and to maximize economic benefits. The aim of the Parties is to make the Company one of the world leaders in the carbon and chemical industry.

4.2 Scope of Business

The Company' s business scope shall be:

4.2.1 to produce, process, and sell Coal Tar -derived products (and other related products including Carbon Pitch , solvent, carbon black feedstock, light oil, wash oil, technical napthalene, crude phenol oil) (collectively, the " Products" ); to provide transportation and shipping services for such Products ; to sell scrap materials, machinery and chemical-industry equipment; and to procure and sell Coal Tar.

4.2.2 to engage in other business activities as necessary to achieve the purposes, goals and overall success of the Company as stated in this Contract .

4.3 Scale of Production 4.3.1 In accordance with present requirements and market conditions, the Parties agree that the annual Coal Tar processing capacity of the Company , at minimum, shall be 300,000 MT of anhydrous Coal Tar .


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4.3.2 The Company' s production capacity and scale of production may be expanded, if there are increased market demand and other economic conditions favoring expansion; provided, however, that any such decision to increase production by the Company will be approved by the Board .

4.3.3 The Parties understand and agree that it is expected that exports of Carbon Pitch , by volume, could reach seventy percent (70%) of the Company' s output.

4.4 Location of Production and Operations

The Company' s production and processing shall take place at the Factory Site .

ARTICLE 5 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

5.1 Total Amount of Investment

The total amount of investment in the Company shall be RMB 368,463,500, of which RMB 129,044,700 shall be registered capital .

5.2 Company' s Registered Capital; Ratio of Parties' Contributions

5.2.1 The registered capital of the Company shall be RMB 129,044,700, of which Party A shall contribute the RMB 65,812,797, accounting for 51% of the equity interest in the registered capital of the Company ; of which Party B shall contribute the US$ equivalent of RMB 38,713,410, accounting for 30% of the equity interest in the registered capital of the Company ; and of which Party C shall contribute RMB 24,518,493, accounting for 19% of the equity interest in the registered capital of the Company .

5.2.2 Any increase of the registered capital and total investment of the Company shall require the unanimous approval of the Board and, if required by relevant PRC laws and regulations, shall be approved by the Approval Authority and registered with the relevant registration authority. Any approved increase in the Company' s registered capital shall be contributed by the Parties in the same proportion as that which existed prior to the increase and, following such increase, the percentages of the Parties' equity interests in the Company' s registered capital shall be consistent with those which existed before such increase. The Parties shall make their respective contributions to an increased registered capital in cash, or in such other form as may be agreed by the Board . 5.3 Contributions of the Parties

The Parties shall provide the following as their contributions to the registered capital amount (as set forth in Article 5.2.1):

5.3.1 Party A shall contribute:

(A) RMB 46,158,197 in cash; and

(B) those land use rights as further detailed and set forth in the Factory Land Use Rights Contribution Contract , which have a total appraised value as set out in the Asset Valuation Report of RMB 19,654,600.


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5.3.2 Party B shall contribute:

(A) an amount in cash in the US$ equivalent of RMB 25,806,120; and

(B) an amount of RMB 12,907,290 , in the form of the license fee for the proprietary know-how and technology and technical assistance, asset forth in and pursuant to the terms and schedule of the Know-how and Technology Usage Right Agreement .

5.3.3 Party C shall contribute:

RMB 24,518,493 in cash.

5.4 Timing of Contributions

Following approval of this Contract by the Approval Authority and the issuance of the Company' s business license by the Tangshan Municipal Administration of Industry and Commerce, each Party shall make its contributions to the registered capital of the Company in accordance with the proportions set forth in Article 5.2 and pursuant to the following timetable; provided, however, that no Party shall have an obligation to contribute any part of its share of the registered capital of the Company until the conditions precedent set out in Article 5.5 have been satisfied or they have been waived by the Parties . The Parties agree that, before the Parties contribute to the registered capital pursuant to this Contract , Party A shall pay for the pre-establishment costs on behalf of the Company , and that, within two months after Party A , Party B and Party C have made first contribution to the registered capital pursuant to this Contract , the Company shall repay Party A all advanced payment by Party A in a lump sum payment; Party A shall transmit to the Company the assets arising from the expenses incurred. 5.4.1 Party A shall contribute:

(A) land use rights set forth in Article 5.3.1 immediately upon issuance of the Company' s business license and shall take all steps necessary to ensure that any transfer of land use right formalities are completed so that the Company obtains the land use rights free and clear from any encumbrances as soon as possible, but in any event within six (6) months of the date of issuance of the Company' s business license;

(B) an amount in RMB equal to fifty percent (50%) of RMB 46,158,197 no later than one (1) month from the date of issuance of the Company' s business license;


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(C) RMB 23,079,098.50 at such times as needed by the Company , as requested by the General Manager , approved by the Board and notified in writing to Party A (such contribution to be due and payable by Party A within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of the Company' s business license.

5.4.2 Party B shall contribute:

(A) an amount equal to fifty percent (50%) of the US$ equivalent of RMB 25,806,120 no later than one (1) month from the date of issuance of the Company' s business license;

(B) the license fees for proprietary know-how and technology (including technical assistance) in the amount equivalent to RMB 12,907,290 the valuation of which has been confirmed by the Parties, as set forth in and pursuant to the terms and schedule of the Know-How and Technology Usage Right Agreement ;

(C) US$ amounts equivalent to RMB 12,903,060, at such times as needed by the Company , as requested by the General Manager , approved by the Board and notified in writing to Party B (such contribution to be due and payable by Party B within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of the Company' s business license.

5.4.3 Party C shall contribute:

(A) an amount in RMB equal to fifty percent (50%) of RMB 24,518,493 no later than one (1) month from the date of issuance of the Company' s business license;

(B) RMB 12,259,246.50 at such times as needed by the Company , as requested by the General Manager , approved by the Board and notified in writing to Party C (such contribution to be due and payable by Party C within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of the Company' s business license.

5.4.4 The schedule of contribution by the Parties shall be in line with the schedule of the project construction of the Company as agreed by the Parties .

5.5 Essential Conditions A Party shall have no obligation to contribute any part of its share of the registered capital of the Company until all of the following events have occurred or the requirement for their occurrence has been waived by the Parties :

5.5.1 the following contracts have been executed by the relevant parties or, for those contracts where the Company is a party, by the Parties on behalf of the Company and then subsequently counter-signed by the Company after its establishment:

(A) this Contract ;

(B) the following, which are attached as appendices to this Contract :

(i) the Know-how and Technology Usage Right Agreement ;


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(ii) the Factory Land Use Rights Contribution Contract ;

(C) the Major Contracts Agreement ;

(D) the following, which are attached as appendices to the Major Contracts Agreement : (i) Trademark License Agreement ;

(ii) the Tar Supply Agreement ;

(iii) the Services and Utilities Agreement ;

(iv) the Export Distribution Agreement ;

(v) the Labor Contract .

5.5.2 each Party has carried out and completed all of those of its internal approval processes and procedures, including approval by its board of directors, that would be required for it to be a party to this Contract , the Articles of Association , the Major Contracts Agreement , and for it to execute the Major Contracts , and each Party has then notified the other Parties , in writing, of such completion.

5.5.3 only once all procedures and notifications required under Article 5.5.2 have been completed, the Partie s have submitted this Contract and the Articles of Association to the Approval Authority for approval.

5.5.4 the Company has received all permits, certificates and approvals from the relevant PRC authorities that are necessary for the Company to operate, including the following:

(A) approval certificate and official reply from the Approval Authority;

(B) a business license from the relevant AIC ;

(C) an Organization Code Certificate;


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(D) a Foreign Investment Enterprise Foreign Exchange Registration Certificate obtained from SAFE . 5.5.5 in relation to the contracts set forth in Article 5.5.1, all registrations and filings, have been made with the relevant PRC authorities, including the template of Labor Contract has been filed at the relevant Labor and Social Security Bureau of Tangshan City.

5.6 Additional Financing

5.6.1 In addition to the registered capital, after all cash capital contributions to the registered capital have been made pursuant to Articles 5.3 and 5.4, the Company may borrow any additional funds which it requires in accordance with its construction and production needs. If the Parties agree that they or their designees will provide security in relation such borrowing, then they shall provide or arrange for that security to be provided in accordance with the capital contribution ratios set forth in Article 5.2, unless the Parties agree in writing otherwise. 5.6.2 A Party may, but no Party shall be obliged to, lend funds to the Company . However, if a Party does agree to make such loans, such Party shall be entitled to be paid interest or related fees according to law as if the transaction were a negotiated, arm' s-length financing from a third party.

5.6.3 In respect of the gap between the total amount of investment and registered ...