EXHIBIT 4.13
REDEMPTION AGREEMENT
This Redemption Agreement (this "Agreement") is made by and between NL
Industries, Inc., a New Jersey corporation ("NL"), and Kronos International,
Inc., a Delaware corporation ("KII"), as of June 6, 2002.
RECITALS
A. NL is a party to an Indenture dated as of October 20, 1993, with
JPMorgan Chase Bank, formerly known as Chemical Bank, as Trustee
thereunder (the "Senior Indenture") with respect to NL's 11 3/4%
Senior Secured Notes Due 2003 (the "Senior Notes").
B. In connection with the Senior Indenture, KII issued its Second-Tier
Senior Mirror Note (the "Mirror Note") to its direct parent, Kronos,
Inc. ("KI"), which Mirror Note KI pledged to NL to secure KI's
First-Tier Senior Mirror Note and NL in turn pledged to the Trustee to
secure NL's obligations under the Senior Indenture.
C. KII intends to make a private placement of certain Euro-based bonds to
raise funds for debt reduction, including satisfaction of the Mirror
Note (the "Debt Offering").
D. KII is willing to loan or otherwise transfer to NL sufficient proceeds
of the Debt Offering in order to redeem the outstanding Senior Notes
(including all accrued interest issued by NL pursuant to the Senior
Indenture the redemption and discharge of the NL Debt (the
"Redemption"), upon which discharge the Mirror Note will be deemed
satisfied in full.
E. NL is willing to provide notice on or before June 10, 2002 to the
Trustee under the Senior Indenture of NL's intent to effect such
redemption, and instructions to the Trustee to issue notice of
redemption to the Holders of the Senior Notes, upon receipt of such
proceeds from the Debt Offering and to provide to the Trustee all other
certificates, agreements, instruments and documents contemplated by the
Senior Indenture or reasonably requested by the Trustee in connection
with such redemption.
F. NL and KII wish to enter into this agreement to facilitate the
consummation of the Debt Offering and related transactions, the
redemption of the Senior Notes and the other transactions more
specifically described in this Agreement.
AGREEMENTS
1. On or before June 12, 2002, NL agrees to provide notice to the
Trustee under the Senior Indenture of NL's intent to effect the Redemption, and
irrevocable instructions to the Trustee to issue notice of redemption to the
Holders of the Senior Notes, upon receipt of sufficient proceeds of the Debt
Offering in order to effect the Redemption (the "Redemption Amount"). NL agrees
to timely deliver to the Trustee all other certificates, agreements, instruments
and documents contemplated by the Senior Indenture or reasonably requested by
the Trustee in connection with the Redemption in order to allow the notice of
Redemption to be issued by the Trustee on June 26, 2002 or such other date on
which the Redemption Amount has been deposited with the Trustee.
2. As soon as reasonably practical after consummation of the Debt
Offering, KII agrees to loan or otherwise transfer to NL, in a mutually
acceptable form of transaction (the "Transfer Transaction"), the Redemption
Amount. The Redemption Amount will be transferred directly to a Trustee trust
account. Pending redemption of the Senior Notes, the Trustee will be authorized
to invest the Redemption Amount in short term United States Treasury securities
or money market funds which invest only in United States Treasury securities
with a dollar weighted average maturity of ninety (90) days or less and that
seek to maintain a one dollar per share net asset value. After redemption of the
Senior Notes, any amounts remaining in the deposit account will be returned to
KII.
3. Upon consummation of the Redemption, NL and KII acknowledge that the
Mirror Note will be deemed satisfied in full and, unless expressly agreed
otherwise in writing in connection with the Transfer Transaction, NL shall be
deemed to have satisfied all obligations to KII with respect to the Transfer
Transaction, including without limitation any loan by KII to NL of the
Redemption Amount. Upon release of the pledge of the Mirror Note by the Trustee,
NL agrees to deliver, or cause KI to deliver, to KII the original of the Mirror
Note for cancellation by KII.
4. NL and KII each agree to execute all documents and take any and all
other actions that the parties deem to be necessary or desirable to consummate
the transactions contemplated by this Agreement.
5. This Agreement will be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its conflicts of laws
rules.
6. This Agreement will be binding upon, and will inure to the benefit
of, NL and KII and their respective successors and assigns.
7. This Agreement may not be altered, amended, changed, terminated or
modified, or compliance with any provision waived, in any respect or any
particular, except by written instrument executed by each of NL and KII.
8. This Agreement may be executed in any number of counterparts, each
of which will be deemed an original but all of which will constitute one and the
same instrument.
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Each of the undersigned has executed this Redemption Agreement as of
the date first written above regardless of the actual date of signing.
NL INDUSTRIES, INC.
By: /s/ Robert D. Hardy
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Name: Robert D. Hardy
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Title: Vice President
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KRONOS INTERNATIONAL, INC.
By: /s/ Dr. Ulfert Fiand
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Name: Dr. Ulfert Fiand
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Title: President, Manufacturing and Technology
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By: /s/ Dr. Lawrence A. Wigdor
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Name: Dr. Lawrence A. Wigdor
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Title: Chief Executive Officer
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