EXECUTION VERSION
KRONOS INTERNATIONAL, INC
as Pledgor
and
U.S. BANK NATIONAL ASSOCIATION
as Collateral Agent
relating to 136,439 shares in
Societe Industrielle du Titane S.A.
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PLEDGE AGREEMENT
(ACTE DE NANTISSEMENT DE COMPTE
D'INSTRUMENTS FINANCIERS)
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TABLE OF CONTENTS
CLAUSE PAGE
1. Definition and Interpretation.........................................1
2. Agreement to Pledge...................................................4
3. Creation of the Pledge................................................4
4. Voting rights and cash distributions..................................5
5. Repayment or redemption of Pledged Instruments........................6
6. Term of the Pledge....................................................6
7. Pledgor's Representations and Undertakings............................6
8. Further Assurance....................................................10
9. Remedies upon Default................................................10
10. Effectiveness of Collateral..........................................11
11. Expenses, Stamp Duty and Indemnity...................................12
12. Application of Proceeds..............................................13
13. Currency Conversion..................................................13
14. Assignment...........................................................13
15. Notices..............................................................13
16. Governing Law........................................................14
17. Jurisdiction.........................................................14
PLEDGE AGREEMENT
(ACTE DE NANTISSEMENT DE COMPTE D'INSTRUMENTS FINANCIERS)
BETWEEN:
(1) KRONOS INTERNATIONAL, INC., a company incorporated under the laws of
Delaware, U.S.A., whose registered office is at 1013 Centre Road,
Wilmington, Delaware 19805, USA (the "Pledgor"),
AND
(2) U.S. BANK NATIONAL ASSOCIATION, a national association, whose registered
office is at 555 Southwest Oak Street, PD-OR-P6TD, Portland, OR 97204,
Oregon, United States of America, acting as collateral agent (the
"Collateral Agent") under the Indenture on the terms and conditions set out
in the Collateral Agency Agreement (as defined below) (the "Collateral
Agent" which expression shall include any person for the time being
appointed as Collateral Agent or as an additional Collateral Agent for the
purpose of, and in accordance with the Indenture),
WHEREAS:
(A) Pursuant to the resolutions of its shareholders dated on or about 5 April
2006, the Pledgor has issued 6.5% senior secured notes due 2013 in one
issuance dated 11 April 2006 (the "Notes") for an aggregate amount of EUR
400,000,000 the terms and conditions of which are provided for in the
indenture dated 11 April 2006 entered into between the Trustee and the
Pledgor, together with all amendments, supplements and restatements thereof
(the "Indenture").
(B) As security for the due performance of the Secured Obligations, the Pledgor
has agreed to create a pledge over the Pledged Account.
IT HAS BEEN AGREED AS FOLLOWS:
1. DEFINITION AND INTERPRETATION
1.1 In this Agreement:
"Cash Account" means the special bank account (compte special) which will
be opened within 30 (thirty) days from the date hereof in the name of the
Pledgor with the Cash Account Holder in France and which, pursuant to
article L.431-4 of the Code monetaire et financier, forms part of the
Pledged Account.
"Cash Account Holder" means the credit institution with which the Cash
Account will be opened in the name of the Pledgor, pursuant to clause 7.2.7
of this agreement.
"Cash Distributions" means all amounts payable in respect of the Pledged
Instruments (fruits et produits), such as dividends paid in cash
(dividendes en numeraire), distributions of reserves, interest and other
income paid in cash.
"Certificate of Pledge" means a certificate in the form set out in Error!
Reference source not found. (Error! Reference source not found.).
"Collateral Agency Agreement" means the collateral agency agreement entered
into on 11 April 2006 between The Bank of New York in its capacity as
Trustee, the Collateral Agent and the Pledgor.
"Company" means Societe Industrielle du Titane, societe anonyme
incorporated under the laws of France, whose registered office is at 45,
rue de Courcelles, 75008 Paris, France and registered with the Registre du
commerce et des societes of Paris under number B 572 086 825.
"Event of Default" means any default as defined in the Indenture.
"Financial Instruments Account" means the financial instruments account
(compte d'instruments financiers) opened and maintained by the Financial
Instruments Account Holder in its books in the name of the Pledgor.
"Financial Instruments Account Holder" means the Company in its capacity as
holder (teneur de compte) of the Financial Instruments Account.
"Pledge" means the pledge created over the Pledged Account pursuant to this
Agreement.
"Pledged Account" means the Financial Instruments Account together with the
Cash Account.
"Pledged Assets" means the Pledged Instruments together with any Cash
Distributions.
"Pledged Instruments" means all financial instruments standing to the
credit of the Pledged Account from time to time during the term of this
Agreement.
"Secured Obligations" means all obligations at any time due, owing or
incurred by the Pledgor to the Collateral Agent pursuant to section 4.19
(Payments to the Collateral Agent) of the Indenture (as amended or
novated), whether principal, premium or interest and whether present or
future, actual or contingent (and whether incurred solely or jointly and
whether as principal or surety or in some other capacity).
"Security" means any security (or splitting of a security) representative
of a portion of the share capital of the Company or giving rights,
immediately or in the future, by means of conversion, exchange,
reimbursement, presentation of a warrant or in any manner whatsoever, to
the attribution of a security representative of a portion of the share
capital of the Company.
"Statement of Pledge" means a statement of pledge over the Pledged Account
in the form set out in Error! Reference source not found. (Error! Reference
source not found.).
1.2 Terms defined in the Indenture
Unless defined in this Agreement or the context otherwise requires, a term
defined in the Indenture has the same meaning in this Agreement, as if all
references in such defined terms to the Indenture were a reference to this
Agreement.
1.3 Construction
1.3.1 Unless a contrary indication appears any reference in this Agreement to:
(a) a "Collateral Agent" or an "Obligor" shall include its successors and
such successors shall be treated as initial parties to the Indenture
or this Agreement, as the case may be, as if they had been party to
such agreement at the time of its execution. Any reference to the
"Trustee" is a reference to any person for the time being appointed as
Trustee in accordance with the Indenture;
(b) "authorisation" means an authorisation, consent, approval, licence,
exemption, filing, notarisation or registration;
(c) "assets" includes present and future properties, revenues and rights
of every description;
(d) an "Indenture" or any other agreement or instrument is a reference to
that Indenture or other agreement or instrument as amended, varied,
novated or supplemented;
(e) "financial instruments" means any instruments financiers as defined in
article L.211-1 of the Code monetaire et financier;
(f) "indebtedness" includes any obligation (whether incurred as principal
or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;
(g) a "person" includes any person, firm, company, corporation,
government, state or agency of a state or any grouping (whether or not
having separate legal personality) or two or more of the foregoing;
(h) a "regulation" includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation;
(i) a "successor" of a person includes its permitted assignees, persons
subrogated to its rights and any person who, under the laws of its
jurisdiction of incorporation or domicile, succeeds to its rights and
obligations under this Agreement, the Indenture or the Collateral
Agency Agreement by operation of law (in particular by virtue of a
fusion or apport partiel d'actif); and
(j) a provision of law is a reference to that provision as amended or
re-enacted.
1.3.2 Section, Clause and Schedule headings are for ease of reference only.
1.3.3 An Event of Default is "continuing" if it has not been remedied or waived.
2. AGREEMENT TO PLEDGE
2.1 In order to secure the payment of the Secured Obligations, the Pledgor
hereby agrees to grant in favour of the Collateral Agent a pledge (gage) of
the Pledged Account.
2.2 In accordance with article L.431-4 of the Code monetaire et financier, the
Pledge extends to:
2.2.1 any financial instruments credited to the Pledged Account from time to
time after the execution of the Statement of Pledge (and such financial
instruments will be deemed to be part of the Pledge and will be treated as
Pledged Instruments from the date of execution of the Statement of Pledge);
2.2.2 all financial instruments to which the Pledge extends by reason of their
having been substituted for, or added to, the Pledged Instruments
(including by reason of the transformation, merger or other similar
operation affecting the Company); and
2.2.3 the Cash Distributions.
2.3 The Pledgor shall cause the Financial Instruments Account Holder to credit
to the Pledged Account:
2.3.1 136,439 shares of a par value of approximately EUR 0.38 held as of the
date of this Agreement by the Pledgor, and any further share issued by the
Company of which it becomes the owner so that at all times during the term
of this Agreement, at least 65% of the share capital of the Company is
always subject to this Pledge; the total participation of the Pledgor in
the issued share capital of the Company, including the pledged shares (i.e.
208,432 shares as of the date of this Agreement) shall be hereinafter
referred to as the "Pledgor's Interest");
2.3.2 and more generally all Securities, other than shares, issued by the
Company, of which it becomes the owner.
3. CREATION OF THE PLEDGE
3.1 On the date of this Agreement the Pledgor shall execute the Statement of
Pledge and deliver to the Collateral Agent an original copy of the same.
The Pledgor shall also deliver to the Financial Instruments Account Holder
an original copy of the Statement of Pledge and a copy of this Agreement
and shall cause the Financial Instruments Account Holder to:
3.1.1 open and identify the Pledged Account;
3.1.2 credit to the Pledged Account the Pledged Instruments existing at the date
hereof, being 136,439 shares of the issued share capital of the Company;
3.1.3 promptly deliver to the Collateral Agent a Certificate of Pledge of those
initially Pledged Instruments.
3.2 Promptly upon becoming owner of any shares or other Securities referred to
in Clause 2.3, the Pledgor shall cause the Financial Instruments Account
Holder to:
3.2.1 credit such shares or other Securities to the Pledged Account;
3.2.2 promptly deliver to the Collateral Agent a Certificate of Pledge of those
subsequently Pledged Instruments.
4. VOTING RIGHTS AND CASH DISTRIBUTIONS
4.1 Use of voting rights
In any appropriate shareholders' meeting the Pledgor shall vote for any
resolution in a way which will favour the distributions of dividends,
income or proceeds attached to the Pledged Instruments. It shall not vote
for any resolution of the shareholders' or bondholders' meetings in a way
which would be likely adversely to affect any of the rights of the
Collateral Agent under this Agreement or the value of the Pledge including
any resolution amending the constitutive documents (statuts) of the Company
in a way which limits the free transferability of the Pledged Instruments.
4.2 Cash Distributions
The Pledgor shall procure that, until the term of the Pledge, all Cash
Distributions denominated in any currency arising from the Pledged
Instruments from time to time are immediately credited to the Cash Account
and undertakes to immediately credit to the Cash Account any such amounts
which it may receive.
4.2.1 Availability of Cash Distributions prior to an Event of Default
For so long as no Event of Default has occurred, the Pledgor shall be free,
subject to the terms of the Indenture to use any amounts standing to the
credit of the Cash Account, provided however that the Cash Account may
never present a debit balance.
4.2.2 Unavailability of Cash Distributions after an Event of Default
Upon the occurrence of an Event of Default which is continuing, the amounts
standing to the credit of the Cash Account will become unavailable to the
Pledgor. To that effect, the Collateral Agent will be entitled (and the
Pledgor hereby expressly gives mandate to the Collateral Agent to that
effect) to notify the same to the Cash Account Holder by notice, a form of
which is set out in Error! Reference source not found., requesting it to
freeze the Cash Account, until a notification to the contrary is received
from the Collateral Agent, or until the Collateral Agent requests the
transfer to its benefit of the amounts standing to the credit of the Cash
Account in accordance with Clause 9 (Remedies upon Default).
5. REPAYMENT OR REDEMPTION OF PLEDGED INSTRUMENTS
Any amounts resulting from the repayment or redemption of any Pledged
Instruments under the Indenture, and more generally, any amounts paid to
the Pledgor which represent, by way of substitution, all or a portion of
Pledged Instruments, shall immediately be credited to the Cash Account.
Notwithstanding the provisions contained at Clause 4.2.1 (Availability of
Cash Distributions prior to an Event of Default), such amounts will be
unavailable to the Pledgor.
6. TERM OF THE PLEDGE
The Pledge will remain in full force and effect (i) until such date as the
Secured Obligations are fully discharged or (ii) until such date Legal
Defeasance or Covenant Defeasance (as defined in the Indenture) of all the
Notes secured by the Pledge pursuant to Article VIII (Legal Defeasance and
Covenant Defeasance) of the Indenture has occurred and (iii) if the Pledge
is otherwise permitted to be released pursuant to the terms of the
Indenture. At the request of the Pledgor made after that date, the
Collateral Agent will at the cost of the Pledgor, promptly execute any
documents necessary to release the Pledge.
7. PLEDGOR'S REPRESENTATIONS AND UNDERTAKINGS
7.1 Representations
7.1.1 The Pledgor hereby represents and warrants upon execution of this
Agreement that:
(a) The current share capital of the Company amounts to EUR 80,000,
divided into 209,906 shares and no other securities (valeurs
mobilieres) have been issued: in addition the shareholders have not
voted the issuance of any securities (valeurs mobilieres); and
(b) The shareholding of the Company is as described in Error! Reference
source not found..
7.1.2 As long as this Agreement and the Pledge shall remain in force, the
Pledgor makes the following representations and warranties to the
Collateral Agent and acknowledges that the Collateral Agent has become a
party to this Agreement in reliance on these representations and
warranties:
(a) Status
(i) It is a corporation, duly incorporated and validly existing under
the laws of its jurisdiction of incorporation.
(ii) It has the power to own its assets and carry on its business as
it is being conducted.
(b) Binding obligations
The obligations expressed to be assumed by it in this Agreement are
legal, valid, binding and enforceable obligations; once the Statement
of Pledge has been signed by the Pledgor, a valid nantissement
(pledge) will be created in favour of the Collateral Agent over the
Pledged Account and the Pledged Assets to secure the Secured
Obligations.
(c) Non-conflict with other obligations
The entry into and performance by it of, and the transactions
contemplated by, this Agreement do not and shall not:
(i) conflict with:
(1) any law or regulation applicable to it;
(2) its constitutional documents; or
(3) any agreement or instrument binding upon it or the Pledged
Assets; or
(ii) result in the existence of, or oblige it to create, any security
over the Pledged Assets.
(d) Power and authority
It has the power to enter into, perform, and has taken all necessary
action to authorise its entry into and performance of this Agreement.
(e) Ownership of Pledged Assets
It is the sole owner of all the Pledged Assets and of the other
Pledgor's Interest and in the Pledgor's Interest and has not created
any other nantissement (pledge) and has not sold or disposed of, or
granted any options or pre-emption rights in respect of any of its
rights, in the Pledged Assets (other than as permitted under the
Indenture).
(f) Shares fully paid up
(i) As at the date of this Agreement, the 136,439 shares of the
Company initially pledged and listed in the Statement of Pledge
are fully paid up and represent 65% of the issued share capital
of the Company, and the other Pledgor's Interest are fully paid
up and represent 34.30% of the issued share capital of the
Company.
(ii) The shares of the Company owned by the Pledgor and pledged under
the Pledge shall be fully paid up and will represent not less
than 65% of the issued share capital of the Company at any time.
(g) If at any time the shares pledged under the Pledge represent less than
65% of the issued share capital of the Company, the Company will
credit further shares in the Financial Instruments Account to ensure
that the Pledged Instruments always represent not less than 65 % of
the issued share capital of the Company.
(h) Authorisations
All authorisations required or desirable:
(i) to enable it lawfully to enter into, exercise its rights and
comply with its obligations under this Agreement; and
(ii) to make this Agreement admissible in evidence in its jurisdiction
of incorporation,
have been obtained or effected and are in full force and effect.
(i) Approval
The Company has given its consent to the Pledge and has agreed to have
the Collateral Agent as potential shareholder, pursuant to a decision
of its board of directors (conseil d'administration) dated 5 April
2006.
(j) Choice of law
(i) The choice of French law as the governing law of this Agreement
will be recognised and enforced in its jurisdiction of
incorporation.
(ii) Any judgement obtained in France in relation to this Agreement
will be recognised and enforced in its jurisdiction of
incorporation.
(k) Deduction of Tax
It is not required under the laws of its jurisdiction of incorporation
to make any deduction for or on account of Tax from any payment it may
make under this Agreement.
(l) Winding-up
No meeting has been convened for the winding-up or administration of
the Pledgor, no such step is intended by any member of the Pledgor
and, so far as it is aware, no petition, application or the like is
outstanding for the winding-up or administration of the Pledgor (save
for the purposes of any solvent re-organisation or reconstruction
which has previously been approved by the Trustee).
(m) Centre of main interests and establishments
It has its' "centre of main interests" (as that term is used in
Article 3(1) of The Council of the European Union Regulation No.
1346/2000 on Insolvency Proceedings (the "Regulation") in France.
7.2 Undertakings
7.2.1 Authorisations
The Pledgor shall promptly:
(a) obtain, comply with and do all that is necessary to maintain in full
force and effect; and
(b) supply certified copies to the Collateral Agent of,
any authorisation required under any law or regulation of its jurisdiction
of incorporation to enable it to perform its obligations under this
Agreement and to ensure the legality, validity, enforceability or
admissibility in evidence in its jurisdiction of incorporation of this
Agreement.
7.2.2 Compliance with laws
The Pledgor shall comply in all respects with all laws to which it may be
subject, if failure so to comply would impair its ability to perform its
obligations under this Agreement.
7.2.3 Disposals and Negative pledge
The Pledgor shall not enter into a single transaction or a series of
transactions (whether related or not) and whether voluntarily or
involuntarily, to sell, lease, transfer or otherwise dispose of the whole
or any part of the Pledged Assets and will not create or permit to subsist
any nantissement (pledge) on any part of the Pledged Assets or otherwise
deal with any part of the Pledged Assets, save as may be permitted under
this Agreement or the Indenture.
7.2.4 Share Capital Percentage
The Pledgor shall maintain the percentage of share capital in the Company
which the Pledged Instruments represent at the date of this Agreement
(65%). For this purpose, it shall subscribe for, or do its utmost to
benefit from, any issue of Securities by the Company. It shall procure that
the Company does not issue new shares unless 65% of the entire share
capital in the Company is pledged in favour to the Collateral Agent.
7.2.5 Shares fully paid up
The Pledgor shall pay all amounts due and payable by it in respect of any
new shares issued by the Company which it subscribes, as and when requested
to do so by the appropriate shareholders' meeting resolution or board of
directors decision.
7.2.6 Claims
The Pledgor shall take all necessary steps to defend its rights in respect
of the Pledged Assets against any claim or demand of any person in order to
protect the rights of the Collateral Agent over the Pledged Assets, and
shall promptly keep the Collateral Agent informed of any such claim or
demand.
7.2.7 Cash Account
The Pledgor shall, prior to any payment of any sums, dividends, interest or
other distributions by the Company, (i) open the Cash Account within 30
days from the date hereof and (ii) inform the Collateral Agent of the
details of the Cash Account.
7.2.8 Pledged Account
The Pledgor undertakes as long as this Agreement and the Pledge shall
remain in force that it will not place or permit any Pledged Instruments to
be placed in an account other than the Pledged Account.
The Pledgor shall not close or transfer the Financial Instruments Account
unless a new Financial Instruments Account Holder has been approved by the
Collateral Agent and has agreed in writing to be bound by the terms of this
Agreement; the Pledgor shall not close or transfer the Cash Account;
7.2.9 Information
The Pledgor shall procure that the Financial Instruments Account Holder or
the Cash Account Holder provide to the Collateral Agent, upon demand, any
such information, reports and records as the Collateral Agent may require
in respect of the Financial Instruments Account or the Cash Account as
relevant, and the Pledgor shall sign all documents and take all actions
necessary in relation thereto.
The Pledgor shall inform the Collateral Agent in writing of any
modification regarding the share capital of the Company or the shareholding
of the latter upon becoming aware of such modification; it shall also
inform the Collateral Agent in writing as soon as it becomes aware that any
issuance of securities (valeurs mobilieres) is considered in the Company
and as soon as such issuance has been implemented.
8. FURTHER ASSURANCE
8.1 Covenant for Further Assurance
The Pledgor will promptly at its own cost do all such acts or execute all
such documents as the Collateral Agent may specify (and in such form as the
Collateral Agent may require) to:
8.1.1 perfect the Security created or intended to be created in respect of
the Pledged Assets or for the exercise of the rights, powers and
remedies of the Collateral Agent provided by or pursuant to this
Agreement or by law,
8.1.2 facilitate the realisation of the Pledged Assets,
without such operation constituting in any manner a novation of the rights
or security granted under this Agreement.
9. REMEDIES UPON DEFAULT
At any time after an Event of Default has occurred or after all or part of
the Secured Obligations have become due and payable (creance certaine,
liquide et exigible), the Collateral Agent shall be entitled to exercise
all rights, and take all action in relation to the Pledged Assets as may be
permitted by applicable law in France and, in particular, may:
(i) At its option:
(a) request the public sale (vente publique) of the Pledged
Instruments pursuant to article L.521-3 of the Code de commerce,
(b) request the attribution by a court of the Pledged Instruments
pursuant to article 2347 of the Code civil, or
(c) obtain a transfer of title to the Pledged Instruments pursuant to
article 2348 of the Code civil.
(ii) upon three (3) Business Days' prior written notice (mise en
demeure) to the Pledgor sent in accordance with the provisions of
paragraph V of article L.431-4 of the Code monetaire et
financier, request the transfer to its benefit of the amounts
standing to the credit of the Cash Account, up to the amount of
the Secured Obligations.
10. EFFECTIVENESS OF COLLATERAL
10.1 No Waiver
No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent, any right, power or remedy of the Collateral Agent
provided by this Agreement or by law shall operate as a waiver, nor shall
any single or partial exercise of that right, power or remedy prevent any
further or other exercise of that or any other right, power or remedy of
the Collateral Agent provided by this Agreement or by law.
10.2 Illegality, Invalidity, Unenforceability
If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining
provisions of this Agreement nor the legality, validity or enforceability
of such provision under the law of any other jurisdiction will in any way
be affected or impaired.
10.3 Additional security
This Pledge is in addition to, and is not in any way prejudiced by, any
other security now or hereafter held by the Collateral Agent to secure all
or part of the Secured Obligations. The Collateral Agent shall not be
obliged, before exercising any rights conferred on it by this Agreement or
by law, to exercise or enforce any other rights or security it may have or
hold in respect of all or part of the Secured Obligations.
10.4 Amendment to Secured Obligations
This Pledge secures the Secured Obligations as amended from time to time by
any amendment agreement to the Indenture, including where such amendment
relates to the amount of the facility granted pursuant to the Facility
Agreement, or the Margin. The Pledgor shall at its own cost sign all
documents and take all actions necessary to that effect.
11. EXPENSES, STAMP DUTY AND INDEMNITY
11.1 Expenses
The Pledgor shall promptly pay the Collateral Agent on demand the amount of
all costs and expenses (including legal fees and value added taxes and
other taxes incurred in respect of these costs and expenses) reasonably
incurred by the Collateral Agent in connection with the negotiation,
preparation and execution of this Agreement and the completion of the
transactions and perfection of the security contemplated by this Agreement.
11.2 The Pledgor shall, within three (3) Business Days of demand pay to the
Collateral Agent on its behalf and on the Collateral Agent' behalf, for all
the costs and expenses (including legal fees and value added taxes and
other taxes incurred in respect of these costs and expenses) reasonably
incurred by them in connection with:
11.2.1 an amendment of or a waiver of its rights under this Agreement;
11.2.2 the preparation and execution of any Statement of Pledge; and
11.2.3 the preservation and/or enforcement of any of its rights, powers or
remedies under this Agreement or the Pledge or any proceedings
instituted by or against any of them as a consequence of taking or
holding the security created by the Pledge or the total or partial
release of the Pledge.
11.3 Stamp Taxes
The Pledgor shall pay all stamp, registration and other taxes to which this
Agreement, the Pledge or any judgment given in connection with it is or at
any time may be subject and shall, from time to time, indemnify the
Collateral Agent on demand against any liabilities, costs, claims and
expenses resulting from any failure to pay or delay in paying any such tax.
11.4 Indemnity
The Pledgor shall, notwithstanding any release or discharge of all or any
part of the security, indemnify the Collateral Agent and its attorneys
against any action which any of them may sustain as a consequence of any
breach by the Pledgor of the provisions of this Agreement, the exercise or
purported exercise of any of the rights and powers conferred on them by
this Agreement or otherwise relating to the Pledged Assets.
12. APPLICATION OF PROCEEDS
All moneys received or recovered by the Collateral Agent pursuant to this
Agreement or the powers conferred by it shall (subject to the claims of any
person having prior rights thereto) be applied by it in accordance with the
Indenture.
13. CURRENCY CONVERSION
For the purpose of or pending the discharge of any of the Secured
Obligations the Collateral Agent may convert any money received, recovered
or realised or subject to application by it under this Agreement from one
currency to another, as it thinks fit, and any such conversion shall be
effected at the relevant Collateral Agent's spot rate of exchange for the
time being for obtaining such other currency with the first currency.
14. ASSIGNMENT
14.1 Permitted Successors
This Agreement shall be binding upon and shall inure to the benefit of each
party and its direct or subsequent successors.
14.2 Disclosure
The Collateral Agent shall be entitled to disclose such information
concerning the Pledgor or any other person and this Agreement as the
Collateral Agent consider appropriate to any actual or proposed direct or
indirect successor or to any person to whom information may be required to
be disclosed by applicable law.
14.3 Novation
In case of a novation (novation) of the Secured Obligations, the Indenture
or the Collateral Agency Agreement, the Collateral Agent expressly
maintains, in accordance with article 1278 of the Code civil, the benefit
of this Pledge, which will therefore remain in full force and effect for
the benefit of the Collateral Agent or any successor.
15. NOTICES
15.1 Communications in Writing
Each communication to be made under or in connection with this Agreement
shall be made in writing and, unless otherwise stated, shall be made by fax
or letter.
15.2 Addresses
The address and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection
with the Agreement is:
15.2.1 in the case of the Pledgor, that identified with its name below;
15.2.2 in the case of the Collateral Agent, that identified with its name
below,
or any substitute address, fax number, or department or officer as the
Party may notify to the Trustee pursuant to clause 13.2 (Notices) of the
Indenture or Section 8(a) (Notices) of the Collateral Agency Agreement (or
the Trustee may notify to the other Parties, if a change is made by the
Trustee) by not less than five Business Days' notice.
15.3 Delivery
15.3.1 Any communication or document made or delivered by one person to
another under or in connection with this Agreement will only be
effective:
(a) if by way of fax, when received in legible form; or
(b) if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address,
and, if a particular department or officer is specified as part of its
address details provided under Clause 15.2 (Addresses) of this
Agreement or clause 13.2 (Notices) of the Indenture if addressed to
that department or officer.
15.3.2 Any communication or document to be made or delivered to the
Collateral Agent will be effective only when actually received by the
Collateral Agent and then only if it is expressly marked for the
attention of the department or officer identified with the Collateral
Agent's signature below (or any substitute department or officer as
the Collateral Agent shall specify for this purpose).
15.4 Language
Any notice or other document not in the English language provided
under or in connection with this Agreement must be accompanied by an
English translation if so required by the Collateral Agent and in this
case, the French version will prevail.
16. GOVERNING LAW
This Agreement is governed by French law.
17. JURISDICTION
17.1 The Tribunal de Commerce de Paris has jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute
regarding the existence or the validity of the Pledge).
17.2 This Clause 17 is for the benefit of the Collateral Agent only. As a
result, the Collateral Agent shall not be prevented from taking proceedings
against the Pledgor in any other courts with jurisdiction. To the extent
allowed by law, the Collateral Agent may take concurrent proceedings in any
number of jurisdictions.
17.3 The parties agree that the French courts are the most appropriate and
convenient courts to settle disputes and accordingly no party will argue to
the contrary.
17.4 Election of domicile
Without prejudice to any other mode of service allowed under any relevant
law, the Pledgor irrevocably elects domicile at c/o Societe Industrielle du
Titane, 45, rue de Courcelles, 75008 Paris, France, for the purpose of
serving any judicial or extra-judicial documents in relation to any action
or proceedings.
Signed on 11 April 2006,
In __________________________,
in two (2) original copies.
Kronos International, Inc.
The Pledgor
By: /s/ Robert D. Graham
Capacity: Vice President, General Counsel and Assistant Secretary
Attention: Robert D. Graham
Fax: + 1 (972) 4448 1445
Address: 5430 LBJ Freeway, Suite 1700
Dallas, TX 75240
United States of America
U.S. BANK NATIONAL ASSOCIATION
The Collateral Agent
By: /s/ Cheryl Nelson
Capacity: Vice President
Attention: Cheryl Nelson (Vice President)
Fax: + 1 (503) 275 5738
Address: 555 SW Oak St. PD-OR-P6TD
Portland, OR 97204
United States of America