THIRD SUPPLEMENTAL INDENTURE
145866520v3
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of September 15, 2025, 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.
W I T N E S S E T H
WHEREAS, the Issuer has executed and delivered to the Trustee an indenture, dated as of February 12, 2024 (the “Base Indenture”), as amended, modified or supplemented from time to time, including by (i) a First Supplemental Indenture, dated as of July 30, 2024 (the “First Supplemental Indenture”), and (ii) a Second Supplemental Indenture, dated as of August 8, 2024 (the “Second Supplemental Indenture”; the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, and this Third Supplemental Indenture, together, the “Indenture”), providing for the issuance of the Issuer’s 9.50% Senior Secured Notes due 2029 (the “Notes”) and pursuant to which the Issuer has previously duly issued Notes in the aggregate principal amount of €351,174,000;
WHEREAS, Section 2.01 of the Base Indenture provides that Additional Notes may be created and issued from time to time under the Indenture by the Issuer without notice to or consent of the Holders and that such Additional Notes shall be consolidated with and form a single class with the Original Notes and shall have the same terms as to status, redemption or otherwise as the Original Notes, subject to the Issuer’s compliance with Section 4.03 of the Base Indenture;
WHEREAS, pursuant to Section 9.01(x) of the Base Indenture, the Trustee, the Collateral Agent, the Issuer and the Guarantors are authorized to execute and deliver this Third Supplemental Indenture without the consent of the Holders of the Notes;
WHEREAS, the Issuer and the Guarantors have authorized the execution and delivery of this Third Supplemental Indenture for the purpose of issuing €75,000,000 in aggregate principal amount of Additional Notes (the “New Notes”); and
WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this Third Supplemental Indenture a valid and binding agreement of the Issuer and the Guarantors enforceable in accordance with its terms have been duly performed and complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.
ISSUER
KRONOS INTERNATIONAL, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
GUARANTORS
KRONOS WORLDWIDE, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
KRONOS LOUISIANA, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
KRONOS (US), INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
LOUISIANA PIGMENT COMPANY, L.P.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
[Signature Page to Third Supplemental Indenture]
KRONOS LPC, LLC
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
[Signature Page to Third Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee and Collateral Agent
By:/s/▇▇▇▇ ▇▇▇▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇▇▇▇
Title:Vice President
By:/s/▇▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇
Title:AVP
[Signature Page to Third Supplemental Indenture]