SATISFACTION AND DISCHARGE OF INDENTURE, RELEASE, ASSIGNMENT AND TRANSFER by KRONOS WORLDWIDE INC

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Company: KRONOS WORLDWIDE INC
SEC CIK: 1257640
SEC Type: EX-10.4
SIC Code: 2810
SIC Industry: INDUSTRIAL INORGANIC CHEMICALS
Date Filed: 2012-06-18

Date Filed: 
06/18/2012
SKU: RD19PZ-C-4D-4
exhibit104.htm
Exhibit 10.4

SATISFACTION AND DISCHARGE OF INDENTURE,
RELEASE, ASSIGNMENT AND TRANSFER

This Satisfaction and Discharge of Indenture, Release, Assignment and Transfer (this "Satisfaction of Indenture"), dated as of June 14, 2012, relates to the Indenture, dated as of April 11, 2006 (as amended or supplemented, the "Indenture"), between Kronos International, Inc., a Delaware corporation (the "Company"), and The Bank of New York Mellon, formerly known as The Bank of New York, a New York banking corporation (the "Trustee").
 
WHEREAS, all indebtedness secured by the Indenture and all proper charges of the Trustee thereunder have been paid and the Company has deposited with the Trustee pursuant to a Trust Agreement, dated as of the date hereof, funds sufficient to effect a full redemption of all Notes and any additional amount required to satisfy and discharge the Indenture; and
 
WHEREAS, pursuant to Section 10.1 of the Indenture, the Company has requested the Trustee to discharge the Indenture and to execute and deliver to the Company this Satisfaction of Indenture in order to assign and transfer to the Company the Collateral and all other property of the Company and all related rights in respect thereof, any of which are held by or on behalf of the Trustee or otherwise subject to the Security Interest or other Liens on the Collateral created by the Security Documents (whether created by the Indenture, including without limitation the Lien created by the after-acquired clauses of the Indenture, or by subsequent delivery or pledge to the Trustee under the Indenture or otherwise) (collectively, the "Pledged Property"), to acknowledge that the Security Interest and other Liens of the Indenture has been cancelled, discharged and satisfied and to acknowledge that each of the (a) the Collateral Agency Agreement, dated as of April 11, 2006 (as amended or supplemented, the "Collateral Agency Agreement"), among the Trustee, U.S. Bank, as collateral agent (the "Collateral Agent"), and the Company, (b) the pledge agreement, dated 11 April 2006, between the Company and Collateral Agent, relating to a pledge of 65% of the shares of Kronos Denmark ApS (as amended or supplemented, the "Danish Pledge Agreement"), (c) the pledge agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated 11 April 2006, between the Company and Collateral Agent relating to a pledge of 65% of the shares of Société Industrielle du Titane, S.A. (as amended or supplemented, the "French Pledge Agreement"), (d) the pledge agreement, dated 11 April 2006, between the Company and Collateral Agent, relating to a pledge of 65% of the shares of Kronos Titan GmbH & Co. OHG (the "German Pledge Agreement"), and (e) the security over shares agreement, dated 11 April 2006, between the Company and Trustee, relating to a pledge of 65% of the shares of Kronos Limited (collectively, the "UK Pledge Agreement" and, together with the Collateral Agency Agreement, the Danish Pledge Agreement, the German Pledge Agreement and the French Pledge Agreement, and the

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