KRONOS WORLDWIDE, INC. 7,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2010 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
FIRST amendment agreement relating to a facility agreement dated 25 June 2002 ---------------------------------------------------------------------------Facility Agreement • November 17th, 2004 • Kronos Worldwide Inc • Industrial inorganic chemicals
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2016 • Kronos Worldwide Inc • Industrial inorganic chemicals • Delaware
This Indemnification Agreement ("Agreement"), dated as of [DATE], 201_ is by and between Kronos Worldwide, Inc., a Delaware corporation (the "Company") and [NAME OF DIRECTOR/OFFICER] (the "Indemnitee").
BETWEENIntercorporate Services Agreement • October 3rd, 2003 • Kronos Worldwide Inc • Services-prepackaged software • Texas
DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this "Agreement") is dated as of ________, 2003 between NL Industries, Inc., a New Jersey corporation ("NL"), and Kronos Worldwide, Inc., a Delaware corporation and a wholly-owned subsidiary of NL...Distribution Agreement • October 3rd, 2003 • Kronos Worldwide Inc • Services-prepackaged software • Texas
AMENDMENT TO RICHARDS BAY SLAG SALES AGREEMENT THIS AMENDING AGREEMENT dated October 31, 2003 is made by and between RICHARDS BAY IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with offices at Richards Bay, Natal, South Africa...Richards Bay Slag Sales Agreement • March 9th, 2004 • Kronos Worldwide Inc • Industrial inorganic chemicals
TAX AGREEMENT Between VALHI, INC. and KRONOS WORLDWIDE, INC.Tax Agreement • March 11th, 2020 • Kronos Worldwide Inc • Industrial inorganic chemicals • Delaware
TAX AGREEMENT (the “Agreement”) dated as of January 1, 2020 by and among Valhi, Inc. (“VHI”), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation (“Contran”), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240 and Kronos Worldwide, Inc. (“KWI”), a Delaware corporation having its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar, 3.750% Senior Secured Notes due 2025 ______________________________Indenture • September 13th, 2017 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
INDENTURE dated as of September 13, 2017, among Kronos International, Inc., a Delaware corporation (the "Issuer"), the Guarantors (as herein defined), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent"), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar.
SECOND AMENDED AND RESTATED AGREEMENT REGARDING SHARED INSURANCEAgreement Regarding Shared Insurance • March 11th, 2019 • Kronos Worldwide Inc • Industrial inorganic chemicals • Texas
This Second Amended and Restated Agreement Regarding Shared Insurance is made as of the 25th day of January 2019 (hereinafter the “Agreement”) among:
ContractGuaranty and Security Agreement • February 18th, 2014 • Kronos Worldwide Inc • Industrial inorganic chemicals • Illinois
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • May 5th, 2021 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of April 20, 2021, by and among the Persons listed on the signature pages hereto as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
ContractPledge Agreement • September 13th, 2017 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
FIRST AMENDMENT TO UNSECURED SUBORDINATED TERM PROMISSORY NOTEUnsecured Subordinated Term Promissory Note • August 7th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • Texas
THIS FIRST AMENDMENT TO UNSECURED SUBORDINATED TERM PROMISSORY NOTE this (“Amendment”), dated as of August 7, 2024 (the “Effective Date”), is by and among KRONOS WORLDWIDE, INC., a Delaware corporation (“Borrower”), and CONTRAN CORPORATION, a Delaware corporation (“Noteholder”). Terms used in this Amendment and not otherwise defined herein shall have the meaning given in the Unsecured Subordinated Term Promissory Note dated February 12, 2024, in the original principal sum of $53,705,000.00 (the “Term Loan”), issued by Borrower and payable to Noteholder (the “Note”).
ContractIntercreditor Agreement • February 18th, 2014 • Kronos Worldwide Inc • Industrial inorganic chemicals • Illinois
betweenIntercorporate Services Agreement • May 5th, 2004 • Kronos Worldwide Inc • Industrial inorganic chemicals • Texas
KRONOS Internal Memorandum DATE: January 14, 2008 TO: Harold C. Simmons FROM: Lawrence A. Wigdor SUBJECT: Consultancy Agreement AmendmentConsultancy Agreement • January 18th, 2008 • Kronos Worldwide Inc • Industrial inorganic chemicals
The Consultancy Agreement with Lawrence A. Wigdor dated July 14, 2003 and Amended on February 13, 2004 and January 27, 2006 is further amended as follows:
ContractCredit Agreement • June 18th, 2012 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
FIRST AMENDED AND RESTATED AGREEMENT REGARDING SHARED INSURANCEAgreement Regarding Shared Insurance • March 10th, 2016 • Kronos Worldwide Inc • Industrial inorganic chemicals • Texas
This First Amended and Restated Agreement Regarding Shared Insurance is made as of the 15th day of October 2015 (hereinafter the “Agreement”) among:
ADDITIONAL NOTES PRIORITY JOINDER AGREEMENT February 12, 2024Additional Notes Priority Joinder Agreement • February 12th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals
The undersigned (the “Additional Notes Priority Agent”) is the agent for Persons wishing to become additional “Secured Parties” (the “New Secured Parties”) under the Pledge Agreement dated as of September 13, 2017 (as heretofore amended and/or supplemented, the “Pledge Agreement” (terms used without definition herein have the meanings assigned to such terms by the Pledge Agreement)), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
CANCELLATION OF UNSECURED REVOLVING DEMAND PROMISSORY NOTECancellation of Unsecured Revolving Demand Promissory Note • March 6th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals
This Cancellation of Unsecured Revolving Demand Promissory Note (“Cancellation Agreement”) is entered into as February 21, 2024, by and between Valhi, Inc. (“Borrower”) and Kronos Worldwide, Inc. (“Kronos Worldwide”).
KRONOS INTERNATIONAL, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, Deutsche BANK TRUST COMPANY AMERICAS, as Trustee and Collateral Agent, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent and Registrar, 9.50%...Indenture • February 12th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
INDENTURE dated as of February 12, 2024, among Kronos International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as herein defined), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and as paying agent, transfer agent and registrar.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 17th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of July 16, 2024 (the “Effective Date”), by and between Kronos Louisiana, Inc., a corporation organized under the laws of the State of Delaware (“Kronos Partner”), Kronos Worldwide, Inc., a corporation organized under the laws of the State of Delaware (“Kronos Parent” and together with Kronos Partner, “Kronos”), Venator Investments Ltd., a limited liability company organized under the laws of the Cayman Islands (“Venator Partner” and together with Kronos Partner, the “Partners”), Venator Materials PLC, a public limited company organized under the laws of England and Wales (“Venator Parent” and together with Venator Partner, “Venator”) and Louisiana Pigment Company, L.P., a limited partnership organized under the laws of Delaware (the “Joint Venture”). Kronos Partner, Kronos Parent, Venator Partner, Venator Parent and the Joint Venture may each be individually referred to as a “Party” and collectively referred to a
RICHARDS BAY CHLORIDE SLAG SALES AGREEMENTSales Contracts • May 8th, 2013 • Kronos Worldwide Inc • Industrial inorganic chemicals • England and Wales
THIS RESTATED AND AMENDED AGREEMENT is made as of November 17, 2011 but effective 1 January 2012 by and between RICHARDS BAY TITANIUM (PROPRIETARY) LIMITED, a South African Corporation with offices at Richards Bay, KwaZulu Natal, South Africa (hereafter “RBT”) (acting through its sales agent RIO TINTO IRON & TITANIUM LIMITED a corporation with offices at 2 Eastbourne Terrace, London, W2 6LG, United Kingdom (hereinafter “RIT”)) and KRONOS (US), INC., a Delaware corporation with offices at 5 Cedar Brook Drive, Cranbury, New Jersey, 08512, U.S.A. (hereafter “Buyer”) (herein the “Agreement”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 30th, 2017 • Kronos Worldwide Inc • Industrial inorganic chemicals
JOINDER NO. 1Joinder • November 6th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals
Joinder No. 1 (this "Joinder"), dated as of August 7, 2024, to the Guaranty and Security Agreement, dated as of April 20, 2021 (as amended by that certain First Amendment to Guaranty and Security Agreement dated July 17, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty and Security Agreement"), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, "Grantors" and each, individually, a "Grantor") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
ADDITIONAL NOTES PRIORITY JOINDER AGREEMENT July 30, 2024Additional Notes Priority Joinder Agreement • July 30th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals
The undersigned (the “Additional Notes Priority Agent”) is the trustee for the holders of €75,000,000 aggregate principal amount of the Issuer’s (as defined below) 9.50% Senior Secured Notes due 2029 (the “Additional Notes”) wishing to become additional “Secured Parties” (the “New Secured Parties” and, together with the New Secured Parties (as defined in that certain Additional Notes Priority Joinder Agreement, dated as February 12, 2024 (the “Prior Joinder”), among the Additional Notes Priority Agent, the Grantors and the Agent), the “New Notes Secured Parties”) under the Pledge Agreement dated as of September 13, 2017 (as heretofore amended and/or supplemented, the “Pledge Agreement” (terms used without definition herein have the meanings assigned to such terms by the Pledge Agreement)), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each,
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 30th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of July 30, 2024, among Kronos International, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”), Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar.
Contract for services and shipments between Bayer AG and Kronos August 6, 2003 dated 1995-06-30Contract for Services and Shipments • October 3rd, 2003 • Kronos Worldwide Inc • Services-prepackaged software
ARTICLE TWO REAFFIRMATIONSupplemental Indenture • February 12th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
INDENTURE dated as of September 13, 2017, as amended by Supplemental Indenture No. 1, dated as of February 12, 2024, among Kronos International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as herein defined), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar.
FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 6th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals
This First Amendment to the Guaranty and Security Agreement (this "Amendment") is entered into as of July 17, 2024, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo") in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), KRONOS WORLDWIDE, INC., a Delaware corporation ("Worldwide"), KRONOS LOUISIANA, INC., a Delaware corporation ("Kronos Louisiana"), KRONOS (US), INC., a Delaware corporation ("Kronos US"), and KRONOS INTERNATIONAL, INC., a Delaware corporation ("KII"; together with Worldwide, Kronos Louisiana and Kronos US, collectively, "Grantors" and each, a "Grantor").
CREDIT AGREEMENT dated as of February 18, 2014, by and among KRONOS WORLDWIDE, INC., as Borrower, the Lenders referred to herein, as Lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Sole Lead...Credit Agreement • February 18th, 2014 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
CREDIT AGREEMENT, dated as of February 18, 2014, by and among KRONOS WORLDWIDE, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, a national banking association, as Administrative Agent for the Lenders.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • April 23rd, 2021 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of April 20, 2021, by and among the Persons listed on the signature pages hereto as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 6th, 2024 • Kronos Worldwide Inc • Industrial inorganic chemicals • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 8, 2024, among the new guarantors named in the signature pages hereto (the “Guarantors”), Kronos International, Inc., a Delaware corporation (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) under the Indenture dated as of February 12, 2024 (the “Base Indenture”), as heretofore supplemented by the First Supplemental Indenture, dated as of July 30, 2024 (“First Supplemental Indenture”), among the Issuer, the guarantors party thereto, the Trustee, Deutsche Bank Trust Company Americas, as paying agent, and Deutsche Bank Trust Company Americas, as registrar (the Base Indenture as supplemented by the First Supplemental Indenture, and as amended, supplemented or otherwise modified, the “Indenture”).
CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC as Lead Arranger, WELLS FARGO CAPITAL FINANCE, LLC as Sole Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders,...Credit Agreement • January 30th, 2017 • Kronos Worldwide Inc • Industrial inorganic chemicals
ContractSales Contracts • March 10th, 2016 • Kronos Worldwide Inc • Industrial inorganic chemicals • England and Wales
Portions of this Exhibit have been omitted based upon a request for confidential treatment. This Exhibit, including the non-public information, has been filed separately with the U.S. Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the U.S. Securities and Exchange Commission.
