TRONOX INCORPORATED and UMB BANK, N.A., as Rights Agent FORM OF RIGHTS AGREEMENT Dated as of , 2005Rights Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
Form of Rights Agreement, dated as of , 2005, between Tronox Incorporated, a Delaware corporation (the "Company"), and UMB Bank, N.A., as rights agent (the "Rights Agent").
CREDIT AGREEMENT AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC, AS BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, LEHMAN BROTHERS INC. AND CREDIT SUISSE, AS ARRANGERS AND BOOKRUNNERS, ABN AMRO BANK N.V., AS SYNDICATION AGENT,...Credit Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
CONTINUITY AGREEMENTContinuity Agreement • November 30th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
This Agreement (the “Agreement”) is dated as of November 28, 2005 by and between Tronox Incorporated, a Delaware corporation (the “Company”), and Gregory E. Thomas (the “Executive”).
REGISTRATION RIGHTS AGREEMENT among TRONOX INCORPORATED and EACH OF THE STOCKHOLDERS of TRONOX INCORPORATED PARTY HERETO Dated as of February 14, 2011Registration Rights Agreement • February 24th, 2011 • Tronox Inc • Industrial inorganic chemicals • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 14, 2011 (this “Agreement”), is entered into among TRONOX INCORPORATED, a Delaware corporation (the “Company”), and the Holders. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
CREDIT AGREEMENT dated as of January 13, 2009, among TRONOX INCORPORATED, a Debtor and Debtor in Possession, TRONOX WORLDWIDE LLC, a Debtor and a Debtor in Possession, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent, and JPMORGAN...Credit Agreement • April 13th, 2009 • Tronox Inc • Industrial inorganic chemicals • New York
CREDIT AGREEMENT (this “Agreement”) dated as of January [•], 2009, among TRONOX INCORPORATED, a Delaware corporation (“Holdings”), as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below), TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “Borrower”), as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code, the LENDERS (as defined in Article I), CREDIT SUISSE, as Administrative Agent, and JPMORGAN CHASE BANK, N.A. as Collateral Agent.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 4th, 2008 • Tronox Inc • Industrial inorganic chemicals • Delaware
THIS AGREEMENT (“Agreement”), is made and entered into as of the 1st day of April, 2008 by and between Tronox Incorporated, a Delaware corporation (hereinafter the “Company” or “Employer”), and Robert Y. Brown, III (hereinafter the “Executive”). This Agreement replaces and renders void any other agreement of employment between the Company and the Executive, including that certain Continuity Agreement between the Company and Executive dated November 28, 2005 (the “Prior Agreement”).
ContractTax Sharing Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
TAX SHARING AGREEMENT, dated as of November 28, 2005 (the “Agreement”), between Kerr-McGee Corporation, a Delaware corporation (“Distributing”) and Tronox Incorporated (“Tronox”), a Delaware corporation. To the extent not defined herein, all defined terms shall have the same meaning as in the Master Separation Agreement (as hereinafter defined).
TRONOX WORLDWIDE LLC, TRONOX FINANCE CORP., THE GUARANTORS PARTIES HERETO, AND CITIBANK, N.A., AS TRUSTEE % Senior Notes due 2012Indenture • November 18th, 2005 • Tronox Inc • Industrial inorganic chemicals • Oklahoma
FORM OF INDENTURE dated as of November , 2005, among TRONOX WORLDWIDE LLC, a Delaware limited liability company (the "Company"), TRONOX FINANCE CORP., a Delaware corporation ("Tronox Finance" and, together with the Company, the "Issuers"), TRONOX INCORPORATED, a Delaware corporation ("Parent"), each other Guarantor (as defined herein) from time to time party hereto and CITIBANK, N.A., a national banking association, as trustee (the "Trustee").
ContractMaster Separation Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of November 28, 2005 (the “Effective Date”), among Kerr-McGee Corporation, a Delaware corporation (“Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (“Tronox”).
FORM OF CONTINUITY AGREEMENT FOR OFFICERSForm of Continuity Agreement for Officers • August 7th, 2007 • Tronox Inc • Industrial inorganic chemicals • Delaware
This Agreement (the “Agreement”) is dated as of July 16, 2007 by and between Tronox Incorporated, a Delaware corporation (the “Company”), and David J. Klvac (the “Executive”).
ContractTransition Services Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated November 28, 2005, among Kerr-McGee Corporation, a Delaware corporation (the “Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (the “Tronox”).
ContractRegistration Rights Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 28, 2005 (this “Agreement”), between Kerr-McGee Corporation, a Delaware corporation (“Kerr-McGee”) and Tronox Incorporated, a Delaware corporation (the “Tronox”).
Master Supply Agreement By and between RTI HAMILTON, INC. AND TRONOX LLCMaster Supply Agreement • March 31st, 2008 • Tronox Inc • Industrial inorganic chemicals • Mississippi
This Master Supply Agreement (this “Agreement”) is entered into on this 25th day of March, 2008, between RTI HAMILTON, INC., a corporation duly incorporated and existing under the laws of Ohio, having its principal office at 1000 Warren Avenue, Niles, Ohio, 44446, U.S.A. (hereinafter referred to as “RTI”), and TRONOX LLC, a limited liability company duly organized and existing under the laws of Delaware, having its principal office at One Leadership Square, Suite 300, 211 North Robinson Avenue, Oklahoma City, Oklahoma, 73102, U.S.A. (herein referred to as “TRONOX”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2008 • Tronox Inc • Industrial inorganic chemicals • Oklahoma
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into as of the 3rd day of September, 2008 by and between Tronox Incorporated, a Delaware corporation (hereinafter the “Company” or “Employer”), and Gary Pittman (hereinafter the “Executive”).
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2010 among TRONOX INCORPORATED, TRONOX WORLDWIDE LLC, CERTAIN SUBSIDIARIES OF TRONOX WORLDWIDE LLC, as Guarantors, VARIOUS LENDERS,...Credit and Guaranty Agreement • February 24th, 2011 • Tronox Inc • Industrial inorganic chemicals • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2010 is entered into by and among TRONOX WORLDWIDE LLC, a Delaware limited liability company (or such entity that becomes Borrower hereunder pursuant to Section 3.6 herein, as applicable, the “Borrower”), TRONOX INCORPORATED, a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“GS Lending Partners”), as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), GS LENDING PARTNERS, as Syndication Agent (in such capacity, “Syndication Agent”), GS LENDING PARTNERS, as Administrative Agent (together with its permitted successor in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN KERR-McGEE CORPORATION AND TRONOX INCORPORATED DATED AS OF November 28, 2005Employee Benefits Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals
This EMPLOYEE BENEFITS AGREEMENT, dated as of November 28, 2005, is by and between Kerr-McGee and Tronox. Capitalized terms used in this Agreement (other than the formal names of Kerr-McGee Plans and related trusts of Kerr-McGee) and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement or as assigned to them in the Principal Agreement.
ASSET AND EQUITY PURCHASE AGREEMENT BY AND AMONG TRONOX INCORPORATED, TRONOX LLC, TRONOX PIGMENTS (SAVANNAH) INC. TRONOX WORLDWIDE LLC, TRONOX PIGMENTS (NETHERLANDS) B.V., TRONOX WESTERN AUSTRALIA PTY LTD, HUNTSMAN PIGMENTS LLC, HUNTSMAN AUSTRALIA R&D...Asset and Equity Purchase Agreement • August 31st, 2009 • Tronox Inc • Industrial inorganic chemicals • New York
This ASSET AND EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 28, 2009, by and among Tronox Incorporated, a Delaware corporation (“Tronox Incorporated”), Tronox LLC, a Delaware limited liability company (“Tronox LLC”), Tronox Pigments (Savannah) Inc., a Georgia corporation (“Tronox Pigments”), Tronox Worldwide LLC, a Delaware limited liability company (“Tronox Worldwide” and together with Tronox Incorporated, Tronox LLC and Tronox Pigments, the “U.S. Sellers,” and each individually, a “U.S. Seller”), Tronox Western Australia Pty Ltd (ACN 009 331 195), a Western Australia company (“Tronox Australia” and, together with U.S. Sellers, the “Asset Sellers” and, each individually, an “Asset Seller”), Tronox Pigments (Netherlands) B.V., a Dutch limited liability company (“Tronox Netherlands” and, together with Tronox Australia, the “Non-U.S. Sellers,” and, each individually, a “Non-U.S. Seller”; U.S. Sellers and Non-U.S. Sellers are referred to in this Agreement coll
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 18th, 2008 • Tronox Inc • Industrial inorganic chemicals
This First Amendment to Rights Agreement by and between Tronox Incorporated (the “Company”) and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A., (the “Rights Agent”) is entered into and shall be effective as of March 12, 2008.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2008 • Tronox Inc • Industrial inorganic chemicals
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,645,231 shares of Class A Common Stock of Tronox Incorporated and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
ContractTransitional License Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals
TRANSITIONAL LICENSE AGREEMENT, dated as of November 28, 2005 (this “License”), among Kerr-McGee Worldwide Corporation, a Delaware corporation (the “Licensor”) and Tronox Incorporated, a Delaware corporation (the “Company”).
Purchase and Sale Agreement Dated as of September 26, 2007 between Tronox LLC, Tronox Pigments (Savannah) Inc. as Originators, and Tronox Funding LLC, as BuyerPurchase and Sale Agreement • October 2nd, 2007 • Tronox Inc • Industrial inorganic chemicals • New York
This Purchase and Sale Agreement dated as of September 26, 2007 (this “Agreement”) is between Tronox LLC, a Delaware limited liability company, Tronox Pigments (Savannah) Inc., a Georgia corporation (each an “Originator” and collectively, the “Originators”), and Tronox Funding LLC, a Delaware limited liability company (“Buyer”). The parties agree as follows:
CREDIT AGREEMENT by and among TRONOX LLC as Borrower TRONOX INCORPORATED TRONOX WORLDWIDE LLC TRONOX FINANCE CORP. CIMARRON CORPORATION TRIPLE S REFINING CORPORATION SOUTHWESTERN REFINING COMPANY, INC. TRIANGLE REFINERIES, INC. TRANSWORLD DRILLING...Credit Agreement • February 24th, 2011 • Tronox Inc • Industrial inorganic chemicals • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 14, 2011 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender” or a “US Lender”, as that term is hereinafter further defined), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Tronox LLC, a Delaware limited liability company (“Tronox” or a “US Borrower” as hereinafter further defined), Tronox Incorporated, a Delaware corporation (“Parent”), Tronox Worldwide LLC, a Delaware limited liability company (“Worldwide”), Tronox Finance Corp., a Delaware corporation (“Finance”), Cimarron Corporation, an Oklahoma corporation (“Cimmaron”), Triple S Refining Corporation, a Delaware corporation (“Triple S Refining”), Southwestern Refining Company, Inc.,
Waiver AgreementWaiver Agreement • July 2nd, 2008 • Tronox Inc • Industrial inorganic chemicals • New York
This Waiver Agreement (herein, the “Agreement”) is made as of this 31st day of May, 2008, by and among Tronox Funding, LLC, a Delaware limited liability company (the “Seller”), Tronox Worldwide LLC, a Delaware limited liability company (the “Collection Agent”), ABN AMRO Bank N.V., as agent (the “Agent”) for the Purchasers, the committed purchasers (the “Committed Purchasers”) and Amsterdam Funding Corporation (the “Conduit”).
Fifth Amendment to Receivables Sale AgreementReceivables Sale Agreement • December 8th, 2008 • Tronox Inc • Industrial inorganic chemicals • New York
This Fifth Amendment (the “Amendment”), dated as of December 5, 2008, is entered into among Tronox Funding LLC (the “Seller”), Tronox Worldwide LLC (the “Collection Agent”), Amsterdam Funding Corporation (“Amsterdam”) and The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as agent for the Purchasers (the “Agent”) and as a committed purchaser (the “Committed Purchaser”);
THIRD AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • July 21st, 2008 • Tronox Inc • Industrial inorganic chemicals • New York
THIRD AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of July ___, 2008 (this “Amendment”), among TRONOX INCORPORATED, a Delaware corporation (“Holdings”), TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC. and CREDIT SUISSE, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”), ABN AMRO BANK N.V., as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., as co-documentation agents (in such capacity, the “Documentation Agents”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”), and the parties listed as grantors on the signature pages hereto (the “Grantors”).
FORM OF CONTINUITY AGREEMENT FOR KEY EMPLOYEESContinuity Agreement for Key Employees • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
This Agreement (the "Agreement") is dated as of , 2005 by and between Tronox Incorporated, a Delaware corporation (the "Company"), and (the "Executive").
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT PLEDGE AND SECURITY AGREEMENTCredit and Guaranty Agreement and First • June 30th, 2010 • Tronox Inc • Industrial inorganic chemicals • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 24, 2010 and is entered into by and among TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “Borrower”), TRONOX INCORPORATED, a Delaware corporation (“Holdings”), GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to (i) that certain SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of December 24, 2009 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein and (ii) the Pledge and Security Agreement
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2012 • Tronox Inc • Industrial inorganic chemicals • New York
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Tronox Incorporated, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Tronox Incorporated 2010 Management Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
FORM OF EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN KERR-McGEE CORPORATION AND TRONOX INCORPORATED DATED AS OF , 2005Employee Benefits Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
This EMPLOYEE BENEFITS AGREEMENT, dated as of , 2005, is by and between Kerr-McGee and Tronox. Capitalized terms used in this Agreement (other than the formal names of Kerr-McGee Plans and related trusts of Kerr-McGee) and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement or as assigned to them in the Principal Agreement.
TRONOX INCORPORATED 17,480,000 Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENTTronox Inc • November 18th, 2005 • Industrial inorganic chemicals • New York
LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. As Representatives of the several Underwriters named in Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
Rights Agreement Dated as of November 7, 2005Tronox Incorporated and Umb • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
Rights Agreement, dated as of November 7, 2005, between Tronox Incorporated, a Delaware corporation (the “Company”), and UMB Bank, N.A., as rights agent (the “Rights Agent”).
TRONOX INCORPORATED WARRANT AGREEMENT Dated as of February 14, 2011 Warrants to Purchase Common Stock, par value $0.01 per shareWarrant Agreement • February 24th, 2011 • Tronox Inc • Industrial inorganic chemicals • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 14, 2011 (the “Effective Date”), is entered into between TRONOX INCORPORATED, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent” or individually,” Computershare” and the “Trust Company,” respectively). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Tronox Inc • Industrial inorganic chemicals
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Class A Common Stock of Tronox Incorporated and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
Sixth Amendment to Receivables Sale AgreementReceivables Sale Agreement • December 23rd, 2008 • Tronox Inc • Industrial inorganic chemicals • New York
This Sixth Amendment (the “Amendment”), dated as of December 19, 2008, is entered into among Tronox Funding LLC (the “Seller”), Tronox Worldwide LLC (the “Collection Agent”), Amsterdam Funding Corporation (“Amsterdam”) and The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as agent for the Purchasers (the “Agent”) and as a committed purchaser (the “Committed Purchaser”);
WAIVER EXTENSIONWaiver Extension • November 26th, 2008 • Tronox Inc • Industrial inorganic chemicals • New York
This WAIVER EXTENSION (this “Waiver Extension”), dated as of November 20, 2008, is by and among TRONOX INCORPORATED, a Delaware corporation (“Holdings”), TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “Borrower”) and the Lenders party to the Credit Agreement (as defined in the Waiver (as defined below)) that become parties hereto. Capitalized terms used but not defined in this Waiver Extension shall have the meanings ascribed to such terms in the Waiver.
