WAIVER EXTENSION
Exhibit 99.1
EXECUTION COPY
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.
WHEREAS, (i) Holdings, Borrower, and certain Lenders party to the Credit Agreement have
entered into a Waiver and Amendment to Credit Agreement (the “Waiver”), dated as of October 28,
2008, pursuant to which the Required Lenders and the Majority Revolving Credit Facility Lenders
agreed to waive certain provisions of the Credit Agreement;
WHEREAS, Borrower has requested that the Required Lenders and the Majority Revolving Credit
Facility Lenders agree to extend the Waiver Period as provided herein; and
WHEREAS, on the terms and subject to the conditions contained herein, the undersigned Lenders
are willing to extend such Waiver Period;
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Waiver Extension. Effective as of the Effective Date (as defined below),
the undersigned Lenders hereby extend the Waiver Period until the earlier to occur of (i) December
5, 2008 and (ii) the occurrence of any Event of Default (other than any Waived Default) and
delivery by any of the undersigned Lenders of a notice to the Borrower, while such Event of Default
is continuing, stating that the waivers are being terminated.
2. Representations and Warranties. Each of Holdings and Borrower jointly and
severally represents and warrants as of the date hereof to the Administrative Agent and each Lender
that:
(a) Each of Holdings and Borrower (i) has the power and authority, and the legal right, to
make and deliver this Waiver Extension and perform its obligations hereunder and (ii) has taken all
necessary corporate or other action to authorize the execution, delivery and performance of this
Waiver Extension;
(b) No consent or authorization of, filing with, notice to, permit from or other act by or in
respect of, any Governmental Authority and no consent or authorization of, filing with, notice to
or other act by or in respect of any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Waiver Extension;
(c) This Waiver Extension (i) has been duly executed and delivered by each of Holdings and
Borrower and (ii) constitutes a legal, valid and binding obligation of each of Holdings and
Borrower, enforceable against each of Holdings and Borrower in accordance with
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its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law);
(d) The execution, delivery and performance of this Waiver Extension will not violate in any
respect any Requirement of Law or any Contractual Obligation of Holdings or Borrower and will not
result in, or require, the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any such Requirement of Law or any such Contractual Obligation;
(e) After giving effect to this Waiver Extension, no Default, Event of Default or event or
condition which upon notice, lapse of time or both would constitute an Event of Default has
occurred and is continuing; and
(f) After giving effect to this Waiver Extension, the representations and warranties made by
any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects
on and as of the date hereof, except for representations and warranties expressly stated to relate
to a specific earlier date, which representations and warranties are true and correct in all
material respects as of such earlier date.
3. Effectiveness. This Waiver Extension shall become effective on and as of the date
on which each of the following conditions precedent is satisfied in full (such date, the “Effective
Date”):
(a) Credit Suisse shall have received this Waiver Extension, duly executed and delivered by a
duly authorized Responsible Officer of each of Holdings and Borrower; and
(b) Credit Suisse shall have received this Waiver Extension, duly executed and delivered by
Lenders constituting the Required Lenders and the Majority Revolving Credit Facility Lenders.
4. Effect of Waiver Extension. Except as expressly set forth herein, this Waiver
Extension shall not alter, modify, amend or in any way affect any of the terms or
conditions of the Waiver, and such terms and conditions are ratified and affirmed in all
respects and shall continue in full force and effect. After the Effective Date, any reference
to the Waiver shall mean the Waiver as modified hereby.
5. Counterparts. This Waiver Extension may be executed in any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page of this Waiver Extension by
facsimile transmission or electronic mail shall be effective as delivery of a manually executed
counterpart hereof.
6. GOVERNING LAW. THIS WAIVER EXTENSION AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS WAIVER EXTENSION SHALL BE
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GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver Extension to be duly executed
under seal and delivered by their respective duly authorized officers on the date first written
above.
TRONOX INCORPORATED |
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By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Senior Vice President and Chief Financial Officer |
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TRONOX WORLDWIDE LLC |
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By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Senior Vice President and Chief Financial Officer |
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
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By | /s/ Xxxxx X. Xxxxxxxx | |||
Director | ||||
/s/ Xxxxxx Xxxxxx | ||||
Managing Director | ||||
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: XX XXXXXX XXXXX BANK, NA |
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By | /s/ Xxxxxxx X. Xxxxx | |||
Managing Director | ||||
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: THE ROYAL BANK OF SCOTLAND |
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By | /s/ Xxxx Xxxxxxxx | |||
Director | ||||
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: COMMERZE BANK AG NEW YORK & GRAND CAYMAN BRANCHES |
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By | /s/ Xxxx Xxxxxx | |||
Vice President | ||||
By | /s/ Xxxx Xxxxxx | |||
Senior Vice President | ||||
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: THE BANK OF NOVA SCOTIA |
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By | /s/ Xxxxx X. Xxxxx | |||
Director | ||||
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SIGNATURE PAGE TO WAIVER EXTENSION, AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC AND THE LENDERS PARTY HERETO. Lender name: SCOTIABANC INC. |
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By | /s/ Xxxxxxx Xxxx | |||
Managing Director | ||||
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