REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
This Registration Rights Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and between Venator Materials PLC, an England and Wales public limited company (the “Company”), Huntsman International LLC, a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Initial Holders” and, together with the Company, the “Parties”).
VENATOR MATERIALS PLC (a public limited company incorporated under the laws of England and Wales) 22,700,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
The undersigned, a shareholder, officer and/or director of Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), understands that Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, Huntsman International LLC (“HI”), a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (together with HI, the “Selling Shareholders”), providing for the offer and sale by the Selling Shareholders (the “Offering”) of the Company’s ordinary shares, par value $0.32 per share (“Ordinary Shares”). For good and valuable consideration, the receipt and sufficiency of which are her
FORM OF SEPARATION AGREEMENT BY AND BETWEEN HUNTSMAN CORPORATION AND VENATOR MATERIALS PLCSeparation Agreement • June 30th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
This SEPARATION AGREEMENT, dated , 2017 (this “Agreement”), is by and between Huntsman Corporation, a Delaware corporation (“Huntsman”), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (“Venator”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
VENATOR MATERIALS RESTRICTED STOCK UNIT AGREEMENT (Employee Form)Restricted Stock Unit Agreement • February 23rd, 2018 • Venator Materials PLC • Industrial inorganic chemicals • Delaware
This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;
TERM LOAN CREDIT AGREEMENT dated as of October 12, 2023, among VENATOR FINANCE S.À R.L. and VENATOR MATERIALS LLC, as Borrowers, VENATOR MATERIALS PLC, as Holdings THE LENDERS PARTY HERETO, and ACQUIOM AGENCY SERVICES LLC and SEAPORT LOAN PRODUCTS...Term Loan Credit Agreement • October 13th, 2023 • Venator Materials PLC • Industrial inorganic chemicals • New York
TERM LOAN CREDIT AGREEMENT, dated as of October 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement” or the “Term Loan Credit Agreement”), among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 10747130 (“Holdings”), VENATOR FINANCE S.À R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, with its registered office at 180, route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B 215.641 (the “Lux Borrower”), VENATOR MATERIALS LLC, a Delaware limited liability company (the “U.S. Borrower” and together with the Lux Borrower, collectively, the “Borrowers”), the Lenders (as hereinafter defined) party hereto from time to time and ACQUIOM AGENCY SERVICES LLC, as administrative agent (“AAS”) and Sea
TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)Terms and Conditions of Employment • February 20th, 2019 • Venator Materials PLC • Industrial inorganic chemicals • England
This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at 10 December 2018.
VENATOR FINANCE S.À R.L. VENATOR MATERIALS LLC AND EACH OF THE GUARANTORS PARTY HERETO 5.75% SENIOR NOTES DUE 2025Indenture • July 14th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
INDENTURE dated as of , 2017 among Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 180, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B215641 (“Venator Finance”), and Venator Materials LLC, a Delaware limited liability company (“Venator Co-Issuer”), and Wilmington Trust, National Association, as trustee.
FORM OF INDEMNIFICATION DEEDIndemnification Agreement • February 20th, 2019 • Venator Materials PLC • Industrial inorganic chemicals • England and Wales
THIS DEED is effective [•], between Venator Materials PLC, a public limited company incorporated in England and Wales with company number 10747130 and the undersigned person who is currently serving or will serve the Company as a director or officer (“Indemnitee”).
TERMS AND CONDITIONS OF EMPLOYMENT (U.S.)Employment Agreement • February 20th, 2019 • Venator Materials PLC • Industrial inorganic chemicals • Texas
This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at December 10, 2018.
VENATOR MATERIALS 2017 STOCK INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT (Employee Form)Performance Unit Agreement • February 20th, 2019 • Venator Materials PLC • Industrial inorganic chemicals • Delaware
This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;
TAX MATTERS AGREEMENT by and among HUNTSMAN CORPORATION and VENATOR MATERIALS PLC Dated as of August 7, 2017Tax Matters Agreement • August 11th, 2017 • Venator Materials PLC • Industrial organic chemicals • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August 7, 2017, by and among Huntsman Corporation, a Delaware corporation (“Huntsman”), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (“Venator”), and is effective as of the Effective Date. Each of Huntsman and Venator is sometimes referred to herein as a “party” and, collectively, the “parties.”
VENATOR MATERIALS PLC (a public limited company incorporated under the laws of England and Wales) 21,764,800 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2017 • Venator Materials PLC • Industrial inorganic chemicals • New York
The undersigned, a shareholder, officer and/or director of Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Selling Shareholder”), providing for the offer and sale by the Selling Shareholder (the “Offering”) of the Company’s ordinary shares, par value $0.001 per share (“Ordinary Shares”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriti
REVOLVING CREDIT AGREEMENT, dated as of August 8, 2017, among VENATOR MATERIALS PLC, as Holdings, EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “U.S. BORROWERS”, EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “CANADIAN...Revolving Credit Agreement • August 11th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
REVOLVING CREDIT AGREEMENT, dated as of August 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 107474130 (“Holdings”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “U.S. Borrowers” (each individually, as a “U.S. Borrower”, and individually and collectively, jointly and severally, as the “U.S. Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “Canadian Borrowers” (each individually, as a “Canadian Borrower”, and individually and collectively, jointly and severally, as the “Canadian Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “U.K. Borrowers” (each individually, as a “U.K. Borrower”, and individually and col
VENATOR MATERIALS 2017 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • February 23rd, 2018 • Venator Materials PLC • Industrial inorganic chemicals • Delaware
AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)Terms and Conditions of Employment • August 4th, 2020 • Venator Materials PLC • Industrial inorganic chemicals
This amendment (the “Amendment”), with effect from 29 April 2020 (the “Effective Date”), modifies that certain agreement between you and the Company dated 10 December 2018 (the “Agreement”), regarding the details of your terms and conditions of employment with the Company, as follows:
Form Of Contract of Employment Dear Mahomed This Agreement is made on 2017 Between:Contract of Employment • July 14th, 2017 • Venator Materials PLC • Industrial organic chemicals
Huntsman P&A UK Ltd (a subsidiary of Huntsman Corporation) of Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees TS22 5FD United Kingdom (“the Company”)
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • May 15th, 2023 • Venator Materials PLC • Industrial inorganic chemicals • New York
This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 14.04, this “Agreement”)1 is made and entered into as of May 13, 2023 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (iv) of this preamble, collectively, the “Parties”):
FIRST INCREMENTAL AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 24th, 2019 • Venator Materials PLC • Industrial inorganic chemicals • New York
This FIRST INCREMENTAL AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of June 20, 2019, by and among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 10747130 (“Holdings”), each Borrower as of the date hereof, the other Loan Parties as of the date hereof, the Lenders and Issuing Banks party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as a Swingline Lender (in such capacity, the “Swingline Lender”), and as an Issuing Bank, JPMORGAN CHASE BANK, N.A. as collateral agent (in such capacity, the “Collateral Agent”), each Incremental Lender party hereto and each other Lender party hereto collectively constituting the Required Lenders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Revolving Credit Agreement (as defined below).
VENATOR MATERIALS PHANTOM SHARE AGREEMENT (Employee Form)Phantom Share Agreement • August 15th, 2017 • Venator Materials PLC • Industrial organic chemicals • Delaware
This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;
AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT (U.S.)Terms and Conditions of Employment • August 4th, 2020 • Venator Materials PLC • Industrial inorganic chemicals
This amendment (the “Amendment”), with effect from 29 April 2020 (the “Effective Date”), modifies that certain agreement between you and the Company dated 10 December 2018 (the “Agreement”), regarding the details of your terms and conditions of employment with the Company, as follows:
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT dated as of May 18, 2023, among VENATOR FINANCE S.À R.L. and VENATOR MATERIALS LLC, each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as...Senior Secured Debtor-in-Possession Term Loan Credit Agreement • May 22nd, 2023 • Venator Materials PLC • Industrial inorganic chemicals • New York
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of May 18, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement” or the “Term Loan Credit Agreement”), among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 10747130 and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Holdings”), VENATOR FINANCE S.À R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, with its registered office at 8-10, avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B 215.641 and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Lux Borrower”), VENATOR MATERIALS LLC, a Delaware limited liability company and a debtor and debtor-in-posses
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HUNTSMAN CORPORATION AND VENATOR MATERIALS PLC DATED AS OF , 2017Employee Matters Agreement • June 30th, 2017 • Venator Materials PLC • Industrial organic chemicals • Delaware
This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of , 2017, is by and between Huntsman Corporation, a Delaware corporation (“Huntsman”), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (“VMC”). Huntsman and VMC are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.
AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT (U.S.)Terms and Conditions of Employment • August 4th, 2020 • Venator Materials PLC • Industrial inorganic chemicals
This amendment (the “Amendment”), with effect from 29 April 2020 (the “Effective Date”), modifies that certain agreement between you and the Company dated 10 December 2018 (the “Agreement”), regarding the details of your terms and conditions of employment with the Company, as follows:
VENATOR MATERIALS 2017 STOCK INCENTIVE PLAN SHARE UNIT AGREEMENT (Director Form)Share Unit Agreement • August 15th, 2017 • Venator Materials PLC • Industrial organic chemicals • Delaware
This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN HUNTSMAN CORPORATION AND VENATOR MATERIALS PLCTransition Services Agreement • June 13th, 2017 • Venator Materials PLC • Industrial organic chemicals • Texas
This TRANSITION SERVICES AGREEMENT, dated [·], 2017 (this “Agreement”), is by and between Huntsman Corporation, a Delaware corporation (“Huntsman”), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (“Venator”). Huntsman and Venator are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 19th, 2020 • Venator Materials PLC • Industrial inorganic chemicals • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of August 19, 2020, among the entities listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Venator Materials PLC (or its permitted successor), Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce under number B215641, and Venator Materials LLC, a Delaware limited liability company (together, the “Issuers”), Wilmington Trust, National Association, as trustee (the “Trustee”) and Wilmington Trust, National Association, as notes collateral agent (the “Notes Collateral Agent”).
REVOLVING CREDIT AGREEMENT dated as of October 12, 2023 among VENATOR MATERIALS PLC, as Holdings, EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “U.S. BORROWERS”, EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “CANADIAN...Revolving Credit Agreement • October 13th, 2023 • Venator Materials PLC • Industrial inorganic chemicals • New York
REVOLVING CREDIT AGREEMENT, dated as of October 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 10747130 (“Holdings”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “U.S. Borrowers” (each individually, as a “U.S. Borrower”, and individually and collectively, jointly and severally, as the “U.S. Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “Canadian Borrowers” (each individually, as a “Canadian Borrower”, and individually and collectively, jointly and severally, as the “Canadian Borrowers”; each Canadian Borrower together with each U.S. Borrower, are referred to hereinafter each individually, as a “Borrower”, and individually and collectively, jointly and severally, as
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 19th, 2020 • Venator Materials PLC • Industrial inorganic chemicals • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 19, 2020, among Venator P&A Spain S.L.U. (the “Guaranteeing Subsidiary”), a subsidiary of Venator Materials PLC (or its permitted successor), Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce under number B215641, and Venator Materials LLC, a Delaware limited liability company (together, the “Issuers”), Wilmington Trust, National Association, as trustee (the “Trustee”) and Wilmington Trust, National Association, as notes collateral agent (the “Notes Collateral Agent”).
VENATOR FINANCE S.À R.L. Venator Materials LLC and each of the Guarantors PARTY HERETO 9.500% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of May 22, 2020 Wilmington Trust, National Association, as Trustee and Notes Collateral AgentIndenture • May 22nd, 2020 • Venator Materials PLC • Industrial inorganic chemicals • New York
This Indenture, dated as of May 22, 2020, is by and among Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce under number B215641 (“Venator Finance”), Venator Materials LLC, a Delaware limited liability company (“Venator Co-Issuer” and, together with Venator Finance, the “Issuers”), the guarantors listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
Venator Finance S.à r.l. Venator Materials LLC Purchase AgreementPurchase Agreement • May 11th, 2020 • Venator Materials PLC • Industrial inorganic chemicals • New York
Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) (“Venator Finance”) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B215641 and Venator Materials LLC, a Delaware limited liability company (“Venator LLC” and, together with Venator Finance, the “Issuers”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $225,000,000 principal amount of the Issuers’ 9.500% Senior Secured Notes due 2025 (the “Securities”). The Securities will be issued under an indenture (the “Initial Indenture”), to be dated as of May 22, 2020 by and among the Issuers, the Guarantors (as defined below) and W
VENATOR MATERIALS 2017 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Employee Form)Non-Qualified Stock Option Agreement • August 15th, 2017 • Venator Materials PLC • Industrial organic chemicals • Delaware
This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;
November 14, 2022 VENATOR MATERIALS PLC and The seller parties listed out in Schedule 1 (as the Sellers) and CATHAY PIGMENTS HOLDINGS LIMITED (as the Purchaser)Share Purchase Agreement • November 18th, 2022 • Venator Materials PLC • Industrial inorganic chemicals • England
NOW THEREFORE, in consideration of the mutual promises herein made, and in consideration of the warranties and covenants herein contained, the parties hereby agree as follows:
AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)Terms and Conditions of Employment • March 12th, 2020 • Venator Materials PLC • Industrial inorganic chemicals • England
This amendment (the “Amendment”), with effect from 13 November 2019 (the “Effective Date”), modifies that certain agreement between you and the Company dated 10 December 2018 (the “Agreement”), regarding the details of your terms and conditions of employment with the Company, as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • August 11th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 8, 2017, among Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 180, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B215641 (“Venator Finance”), Venator Materials LLC, a Delaware limited liability company (“Venator Co-Issuer” and, together with Venator Finance, the “Issuers”), the Guarantors (as defined in clauses (1) and (2) of the definition of “Guarantors” in the Indenture referred to herein) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
