AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.7
AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment (this “Amendment”) to the Purchase Agreement (defined below) is made effective as of 13/8/2024 (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, Xxxxxxx Partner, Venator Parent and the Joint Venture may each be individually referred to as a “Party” and collectively referred to as the “Parties.”
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement (the “Purchase Agreement”) on July 16, 2024;
The post-closing adjustment shall be an amount equal to (i) the Final Consideration minus (ii) the Closing Consideration, (iii) minus $23,000 (the
“Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Kronos Partner shall pay to Venator Partner an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Venator Partner shall pay to Kronos Partner an amount equal to the Post-Closing Adjustment.
(Signature Pages Follow)
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| | KRONOS LOUISIANA, INC. | |||
| | | | ||
| | By: | /s/ Xxxxx X. Xxxxxxxxx | ||
| | Name: | Xxxxx X. Xxxxxxxxx | ||
| | Title: | Executive Vice President and COO |
| | KRONOS WORLDWIDE, INC. | |||
| | | | ||
| | By: | /s/ Xxxxx X. Xxxxxxxxx | ||
| | Name: | Xxxxx X. Xxxxxxxxx | ||
| | Title: | Executive Vice President and COO |
[Signature Page to Amendment to Purchase Agreement]
| | VENATOR INVESTMENTS LTD. | |||
| | | | ||
| | By: | /s/ Xxxxxxxx Xxxxxxx Xxxxx Defoort | ||
| | Name: | Xxxxxxxx Xxxxxxx Xxxxx Defoort | ||
| | Title: | Authorized Signatory |
| | VENATOR MATERIALS PLC | |||
| | | | ||
| | By: | /s/ Xxxx Xxxxxxxx | ||
| | Name: | Xxxx Xxxxxxxx | ||
| | Title: | Authorized Signatory |
[Signature Page to Amendment to Purchase Agreement]
| | LOUISIANA PIGMENT COMPANY, L.P. | |
| | | |
| | KRONOS LOUISIANA, INC., | |
| | its general partner | |
| | | |
| | By: | /s/ Xxxxx X. Xxxxxxxxx |
| | Name: | Xxxxx X. Xxxxxxxxx |
| | Title: | Executive Vice President and COO |
[Signature Page to Amendment to Purchase Agreement]