EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2015 • Tronox LTD • Industrial inorganic chemicals • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into to be effective as of the 15th day of June, 2012 (the “Effective Date”), by and between Tronox LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), and Willem Hendrik Van Niekerk, an individual (the “Executive”).
Tronox Finance LLC $900,000,000 6.375% Senior Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement August 20, 2012Exchange and Registration Rights Agreement • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
Tronox Finance LLC, a Delaware limited liability company (the “Issuer”) and an indirect wholly-owned subsidiary of Tronox Limited, an Australian holding company (the “Parent Guarantor”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $900,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2020, which are unconditionally guaranteed by the Parent Guarantor and the subsidiaries of the Parent Guarantor named on Schedule I hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
AGREEMENT DATED APRIL 10, 2019Agreement for the Provision of Depositary Services and Custody Services • April 15th, 2019 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 29th, 2014 • Tronox LTD • Industrial inorganic chemicals • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, originally dated as of February 8, 2012, as amended from time to time prior to the Second Amendment Effective Date (as defined below) and as amended and restated as of March 19, 2013 is entered into by and among TRONOX PIGMENTS (NETHERLANDS) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Naritaweg 165, Telestone 8, (1043BW), Amsterdam, The Netherlands, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (the “Borrower”), TRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman
UNDERWRITING AGREEMENT Tronox Holdings plc 19,108,970 Ordinary Shares Underwriting AgreementUnderwriting Agreement • March 1st, 2021 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
Exxaro Resources Limited (the “Selling Shareholder”), a shareholder of Tronox Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as a representative (the “Representative”), an aggregate of 19,108,970 ordinary shares, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,866,345 ordinary shares, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares, par value $0.01 per share, of the Company (“ordinary shares”) to be outstanding after giving effect to the sale of the Shares, are referred to herein as the “Stock.” The registration under the Securities Act (as hereinafter defined) of the Shares to be sold by the Selling Sharehol
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2016 • Tronox LTD • Industrial inorganic chemicals • Connecticut
EMPLOYMENT AGREEMENT (this "Agreement") made as of the 17th day of October, 2016 by and between Timothy Carlson, residing at the address indicated following his signature below (hereinafter referred to as "Executive") and Tronox LLC, a Delaware limited liability company, having its principal place of business at 263 Tresser Boulevard, Suite 1100, Stamford, CT 06901 (hereinafter referred to as the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2011 • Tronox LTD • Industrial inorganic chemicals • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 11th day of January 2011, by and between Tronox Incorporated, a Delaware corporation (the “Company”), and Robert C. Gibney, an individual (the “Executive”).
INDENTURE Dated as of March 15, 2021Indenture • March 15th, 2021 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
INDENTURE dated as of March 15, 2021 among Tronox Incorporated, a Delaware corporation, as Issuer, each of the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee.
CONSENT AND AMENDMENT NO. 2 TO REVOLVING SYNDICATED FACILITY AGREEMENTRevolving Syndicated Facility Agreement • March 26th, 2019 • Tronox LTD • Industrial inorganic chemicals • New York
This REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”) dated as of September 22, 2017, among TRONOX US HOLDINGS INC., a Delaware corporation and certain of its Subsidiaries and Affiliates party hereto, as U.S. Borrowers and Guarantors (collectively, the “Initial U.S. Borrowers”), TRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“HoldingsTronox Limited”) and certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the “Initial Australian Borrowers”), TRONOX PIGMENTS (HOLLAND) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 2417
TRONOX FINANCE LLC AND EACH OF THE GUARANTORS PARTY HERETO 6.375% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 20, 2012 Wilmington Trust, National Association TrusteeIndenture • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
INDENTURE dated as of August 20, 2012 among Tronox Finance LLC, a Delaware limited liability company, as Issuer (as defined below), the Guarantors (as defined below) and Wilmington Trust, National Association, as Trustee (as defined below).
FORM OF TIME-BASED RESTRICTED SHARE UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED TRONOX HOLDINGS PLC MANAGEMENT EQUITY INCENTIVE PLANRestricted Share Unit Agreement • February 22nd, 2022 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
FORM OF RESTRICTED SHARE UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED TRONOX HOLDINGS PLC MANAGEMENT EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED SHARE UNITS WITH TSR METRICRestricted Share Unit Agreement • February 22nd, 2022 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Tronox Holdings plc (the “Company”), and the Participant specified above, pursuant to the Amended and Restated Tronox Holdings plc Management Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
CONSENT, WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 23rd, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
CONSENT, WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 8, 2012 (this “Amendment No. 2”), is by and among Wells Fargo Capital Finance, LLC, in its capacity as agent (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Tronox LLC (“Tronox” or a “US Borrower”), Tronox Incorporated (“Parent”), Tronox Worldwide LLC (“Worldwide”), Triple S Refining Corporation (“Triple S Refining”), Southwestern Refining Company, Inc. (“Southwestern”), and Tronox Holdings, Inc. (“Holdings” and, together with Parent, Worldwide, Triple S Refining, Southwestern, and Holdings, individually each, a “Guarantor” and collectively, “Guarantors”).
TRANSITION SERVICES AGREEMENT by and among TRONOX LIMITED, EXXARO RESOURCES LIMITED, and EXXARO TSA SANDS PROPRIETARY LIMITED and EXXARO SANDS (PROPRIETARY) LIMITED Dated as of 15 June 2012Transition Services Agreement • June 20th, 2012 • Tronox LTD • Industrial inorganic chemicals
Exxaro Resources Limited, a company organized and existing under the laws of the Republic of South Africa with registration number 2000/011076/06;
AMENDMENT NO. 1 AND WAIVERRevolving Syndicated Facility Agreement • March 1st, 2019 • Tronox LTD • Industrial inorganic chemicals
AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the Revolving Syndicated Facility Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including this Amendment, the “Credit Agreement”), by, among others, Tronox US Holdings Inc., a Delaware corporation, and certain of its Subsidiaries and Affiliates party thereto, as U.S. Borrowers and Guarantors (collectively, the “Current U.S. Borrowers”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, and certain of its Subsidiaries party thereto, as Australian Borrowers and Guarantors (collectively, the “Current Australian Borrowers”), Tronox Pigments (Holland) B.V., private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office
CO-CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2021 • Tronox Holdings PLC • Industrial inorganic chemicals • Connecticut
This CO-CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 18th day of March 2021 (the “Effective Date”) by and between Tronox Holdings plc (together with its successors and assigns, the “Company”), and John D. Romano, an individual (the “Executive” or “you”).
STOCK AND ASSET PURCHASE AGREEMENT by and among FMC CORPORATION, TRONOX US HOLDINGS INC. and TRONOX LIMITED, solely for purposes set forth herein Dated as of February 3, 2015Stock and Asset Purchase Agreement • February 5th, 2015 • Tronox LTD • Industrial inorganic chemicals • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2015 is by and among FMC Corporation, a Delaware corporation (“Seller”), Tronox US Holdings Inc., a Delaware corporation (“Purchaser”) and, solely for purposes of Section 11.15 and, to the extent such provisions are generally applicable to all Parties, for purposes of Article XI, Tronox Limited, an Australian public limited company incorporated in the Commonwealth of Australia (“Parent”) (each of Parent, Purchaser and Seller, a “Party” and collectively, the “Parties”).
GENERAL SERVICES AGREEMENT by and among TRONOX LIMITED, EXXARO RESOURCES LIMITED, and EXXARO TSA SANDS PROPRIETARY LIMITED and EXXARO SANDS PROPRIETARY LIMITED Dated as of 15 June 2012General Services Agreement • June 20th, 2012 • Tronox LTD • Industrial inorganic chemicals
Exxaro Resources Limited, a company organized and existing under the laws of the Republic of South Africa with registration number 2000/011076/06;
EXXARO MINERAL SANDS TRANSACTION COMPLETION AGREEMENTTransaction Completion Agreement • November 28th, 2018 • Tronox LTD • Industrial inorganic chemicals
FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals • Delaware
This SUPPORT AGREEMENT, dated as of , 2012 (this “Agreement”), is entered into by and between Tronox Incorporated, a Delaware corporation (“Tronox”), and Tronox Limited, a public limited company organized under the laws of Australia (“Parent”).
DATED: 27 NOVEMBER 2018Amendment Agreement to Shareholders' Agreement • March 1st, 2019 • Tronox LTD • Industrial inorganic chemicals
UNDERWRITING AGREEMENT Tronox Limited 19,500,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 10th, 2017 • Tronox LTD • Industrial inorganic chemicals • New York
The Company has entered into an agreement dated as of February 21, 2017 (the “Acquisition Agreement”) with The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Cristal Netherlands”) to purchase Cristal’s titanium dioxide business, as described in the Pricing Disclosure Package (as defined below). The term “Acquisition Agreement” as used herein shall include all exhibits, schedules and attachments to such Acquisition Agreement. The term “Acquisition” as used herein shall refer to the transactions contemplated by the Acquisition Agreement.
TRONOX LIMITED AND TRONOX INCORPORATED AMENDED AND RESTATED WARRANT AGREEMENT Dated as of June 15, 2012 Warrants to Purchase Class A Ordinary Shares in Tronox Limited and cashWarrant Agreement • June 20th, 2012 • Tronox LTD • Industrial inorganic chemicals • Delaware
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of June 15, 2012, is entered into by and among TRONOX LIMITED, a public limited company registered under the laws of Western Australia, Australia (the “Company”), Tronox Incorporated, a Delaware corporation (“Tronox Inc.”), 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.
AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN CREDIT AGREEMENTFirst Lien Term Loan Credit Agreement • March 26th, 2019 • Tronox LTD • Industrial inorganic chemicals • New York
AMENDMENT NO. 1 AND WAIVERFirst Lien Term Loan Credit Agreement • March 1st, 2019 • Tronox LTD • Industrial inorganic chemicals
AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the First Lien Term Loan Credit Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including the Amendment, the “Credit Agreement”), by and among Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, Tronox Finance LLC, a Delaware limited liability company (the “Borrower”), Tronox Blocked Borrower LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”) and collateral agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
STOCK PURCHASE AGREEMENT by and among TRONOX US HOLDINGS INC., TRONOX ALKALI CORPORATION, TRONOX LIMITED (solely for purposes set forth herein) and GENESIS ENERGY, L.P. Dated as of August 2, 2017Stock Purchase Agreement • August 3rd, 2017 • Tronox LTD • Industrial inorganic chemicals • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2017, is by and among Tronox Alkali Corporation, a Delaware corporation (the “Company”), Tronox US Holdings Inc., a Delaware corporation (“Seller”), Tronox Limited, an Australian public limited company incorporated in the Commonwealth of Australia (“Seller Parent”), and Genesis Energy, L.P., a Delaware limited partnership (“Purchaser”) (each of the Company, Purchaser and Seller, a “Party” and collectively, the “Parties”).
SHAREHOLDER’S DEEDShareholder Agreement • March 27th, 2019 • Tronox Holdings PLC • Industrial inorganic chemicals • England and Wales
SHAREHOLDER’S DEED (this “Deed”), dated as of March 14, 2019, by and between Tronox Holdings plc, an English public limited company (the “Company”), and Exxaro Resources Limited, a corporation organized under the laws of the Republic of South Africa (“ERL” or the “Shareholder”).
First Amendment to that Certain Employment Agreement by and between Tronox LLC and Thomas J. Casey, dated April 19, 2012Employment Agreement • February 28th, 2013 • Tronox LTD • Industrial inorganic chemicals
THIS FIRST AMENDMENT (“Amendment”) is made and entered into as of February 22, 2013 (“Effective Date”), and amends the Employment Agreement dated April 19, 2012 (the “Agreement”) between Tronox LLC (“Tronox” or “Company”) and Thomas J. Casey. (“Executive”).
EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 22, 2017 to INDENTURE dated as of August 20, 2012 among TRONOX FINANCE LLC, as Issuer TRONOX LIMITED as Parent THE GUARANTORS NAMED THEREIN as Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeEighth Supplemental Indenture • May 4th, 2017 • Tronox LTD • Industrial inorganic chemicals • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 22, 2017, is by and among Tronox UK Limited (the “Guaranteeing Subsidiary”), a private company organized in England and Wales and a subsidiary of Tronox Limited, a public limited company organized under the laws of Western Australia, Australia (the “Parent”), Tronox Finance LLC, a Delaware limited liability company (the “Issuer”), the Parent, the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
First Amendment to that Certain Employment Agreement by and between Tronox LLC and Thomas J. Casey, dated April 19, 2012Employment Agreement • May 9th, 2013 • Tronox LTD • Industrial inorganic chemicals
THIS FIRST AMENDMENT (“Amendment”) is made and entered into as of February 22, 2013 (“Effective Date”), and amends the Employment Agreement dated April 19, 2012 (the “Agreement”) between Tronox LLC (“Tronox” or “Company”) and Thomas J. Casey. (“Executive”).
SHAREHOLDERS’ AGREEMENT between TRONOX LIMITED EXXARO RESOURCES LIMITED EXXARO SANDS PROPRIETARY LIMITED and EXXARO TSA SANDS PROPRIETARY LIMITEDShareholder Agreement • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals • Western Australia
TRONOX INCORPORATED and each of the Guarantors PARTY HERETO FOURTH SUPPLEMENTAL INDENTURE Dated as of January 15, 2020 Wilmington Trust, National Association, as TrusteeFourth Supplemental Indenture • March 16th, 2020 • Tronox Holdings PLC • Industrial inorganic chemicals • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 15, 2020, among Millennium Inorganic Overseas Holdings Limited (the “Guaranteeing Subsidiary”), an affiliate of Tronox Limited (or its permitted successor) (“Holdings”), Tronox Incorporated, a Delaware corporation (the “Issuer”), the other Guarantors (as defined 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”).
EMPLOYMENT AGREEMENT EXTENSIONEmployment Agreement • July 15th, 2016 • Tronox LTD • Industrial inorganic chemicals
We refer to your Employment Agreement (the “Employment Agreement”), dated as of July 25, 2013, setting forth the terms pursuant to which you are an employee of Tronox LLC (the “Company”). Pursuant to the terms of the Employment Agreement, you and the Company hereby mutually agree to extend the Term (within the meaning of the Employment Agreement) indefinitely by amending and restating Paragraph 2 of the Employment Agreement in its entirety as follows:
RESTRICTED SHARE UNIT AGREEMENT PURSUANT TO THE TRONOX LIMITED MANAGEMENT EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED SHARE UNITSRestricted Share Unit Agreement • March 1st, 2018 • Tronox LTD • Industrial inorganic chemicals • New York
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Tronox Limited (the “Company”), and the Participant specified above, pursuant to the Tronox Limited Management Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 2019 • Tronox LTD • Industrial inorganic chemicals • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2019, is entered into by and among Tronox Limited, a public limited company incorporated under the laws of the State of Western Australia (“Seller”), INEOS AG, a company limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Parent”) (solely for purposes of Article I, Article II, Section 5.14, Article VIII and Article XI), and INEOS Joliet US Holdco, LLC, a limited liability company organized under the laws of Delaware and a wholly-owned, indirect subsidiary of Parent (“Purchaser”) (each, a “Party” and, collectively, the “Parties”). Defined terms shall have the meanings ascribed thereto in Section 11.05.
