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, Venator Partner, Venator Parent and the Joint Venture may each be individually referred to as a “Party” and collectively referred to as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement (the “Purchase Agreement”) on July 16, 2024;
WHEREAS, the Parties have determined to amend the Purchase Agreement in accordance with Section 6.10 of the Purchase Agreement as set forth herein;
WHEREAS, Venator has requested that the Joint Venture deliver certain Venator Packaging to Venator Partner as soon as practicable after the date of this Amendment; and
WHEREAS, Kronos has agreed to cause the Joint Venture to deliver certain Venator Packaging to Venator Partner as soon as practicable after the date of this Amendment;
WHEREAS, Venator has agreed that Kronos be compensated for the cost of such Venator Packaging in the amount of $23,000; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to the Purchase Agreement, the Parties agree as follows:
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)
2
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment effective as of the Effective Date.
| | KRONOS LOUISIANA, INC. | |||
| | | | ||
| | By: | /s/ Brian W. Christian | ||
| | Name: | Brian W. Christian | ||
| | Title: | Executive Vice President and COO | ||
| | KRONOS WORLDWIDE, INC. | |||
| | | | ||
| | By: | /s/ Brian W. Christian | ||
| | Name: | Brian W. Christian | ||
| | Title: | Executive Vice President and COO | ||
[Signature Page to Amendment to Purchase Agreement]
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment effective as of the Effective Date.
| | VENATOR INVESTMENTS LTD. | |||
| | | | ||
| | By: | /s/ Bertrand Maurice Andre Defoort | ||
| | Name: | Bertrand Maurice Andre Defoort | ||
| | Title: | Authorized Signatory | ||
| | VENATOR MATERIALS PLC | |||
| | | | ||
| | By: | /s/ Alex Paterson | ||
| | Name: | Alex Paterson | ||
| | Title: | Authorized Signatory | ||
[Signature Page to Amendment to Purchase Agreement]
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment effective as of the Effective Date.
| | LOUISIANA PIGMENT COMPANY, L.P. | |
| | | |
| | KRONOS LOUISIANA, INC., | |
| | its general partner | |
| | | |
| | By: | /s/ Brian W. Christian |
| | Name: | Brian W. Christian |
| | Title: | Executive Vice President and COO |
[Signature Page to Amendment to Purchase Agreement]