Exhibit 10.8

 

EXECUTION VERSION

 

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 8, 2017, among Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 180, route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B215641 (“Venator Finance”), Venator Materials LLC, a Delaware limited liability company (“Venator Co-Issuer” and, together with Venator Finance, the “Issuers”), the Guarantors (as defined in clauses (1) and (2) of the definition of “Guarantors” in the Indenture referred to herein) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 14, 2017 providing for the issuance of 5.75% Senior Notes due 2025 (the “Notes”);

 

WHEREAS, the Indenture provides that the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             AGREEMENT TO GUARANTEE. Each Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including, but not limited to Article 10 thereof.

 

3.             NO RECOURSE AGAINST OTHERS. No director, manager, officer, employee, incorporator, stockholder or member of Venator, the Issuers or any Subsidiary thereof will have any liability for any obligations of Venator, the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

4.             GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE APPLICATION OF ARTICLES 84 TO 94-8 (INCLUSIVE AND TO THE FULLEST EXTENT PERMITTED BY LAW) OF THE LUXEMBOURG ACT OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXPRESSLY EXCLUDED.

 











 

5.             COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

6.             EFFECT OF HEADINGS. The Section headings herein are for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

 

7.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuers.

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

Dated: August 8, 2017

 

	
 
    	
VENATOR FINANCE S.À   R.L.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Manager and   Authorized Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
VENATOR MATERIALS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WILMINGTON TRUST,   NATIONAL ASSOCIATION, AS TRUSTEE
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Jane Schweiger
    
	
 
    	
 
    	
Name: Jane Schweiger
    
	
 
    	
 
    	
Title: Vice President
    


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
VENATOR MATERIALS PLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN SPIN   (HOLDINGS) UK LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN SPIN UK   LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN (UK) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CREAMBAY LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN PIGMENTS (UK)   LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
HUNTSMAN P&A UK   LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TIOXIDE GROUP
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN SPIN   INVESTMENTS UK LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CHEMICAL SPECIALTIES   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A AMERICAS   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TIOXIDE AMERICAS   (HOLDINGS) LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
HUNTSMAN (HOLDINGS)   GERMANY GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A   GERMANY GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A   UERDINGEN GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SILO PIGMENTE GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
HUNTSMAN PIGMENTS   HOLDING GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BROCKHUES   GMBH & CO. KG
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Huntsman Pigments Holding GmbH,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SACHTLEBEN WASSERCHEMIE   (HOLDING) GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
HUNTSMAN P&A   WASSERCHEMIE GMBH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Russ R. Stolle
    
	
 
    	
 
    	
Name: Russ R. Stolle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A SPAIN   S.L.U.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A CANADA   INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A   FINLAND OY
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HUNTSMAN P&A   INVESTMENTS LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kurt D. Ogden
    
	
 
    	
 
    	
Name: Kurt D. Ogden
    
	
 
    	
 
    	
Title: Senior Vice   President and Chief Financial Officer
    


 

[Signature Page to Supplemental Indenture]