SECOND WAIVER EXTENSION
Exhibit 99.1
SECOND WAIVER EXTENSION
This SECOND WAIVER EXTENSION (this “Second Waiver Extension”), dated as of December 4, 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 Second 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, which Waiver was previously extended
pursuant to the Waiver Extension among Holdings, Borrower and the Lenders party to the Credit
Agreement parties thereto dated as of November 20, 2008;
WHEREAS, Borrower has requested that the Required Lenders and the Majority Revolving Credit
Facility Lenders agree to further 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 19,
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 Second 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 Second 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 Second Waiver Extension;
(c) This Second 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 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 Second 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 Second 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 Second 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 Second 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 Second Waiver Extension, duly executed and
delivered by a duly authorized Responsible Officer of each of Holdings and Borrower;
(b) Credit Suisse shall have received this Second Waiver Extension, duly executed and
delivered by Lenders constituting the Required Lenders and the Majority Revolving Credit Facility
Lenders; and
(c) Credit Suisse shall have received reimbursement for its out-of-pocket expenses (including
the fees, charges and disbursements of counsel), to the extent invoiced prior to December 4, 2008.
4. Effect of Second Waiver Extension. Except as expressly set forth herein, this
Second 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 Second Waiver Extension may be executed in any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
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one and the same instrument. Delivery of an executed signature page of this Second Waiver
Extension by facsimile transmission or electronic mail shall be effective as delivery of a manually
executed counterpart hereof.
6. GOVERNING LAW. THIS SECOND WAIVER EXTENSION AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS SECOND WAIVER EXTENSION SHALL BE 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 Second Waiver Extension to be duly
executed under seal and delivered by their respective duly authorized officers on the date first
written above.
| TRONOX INCORPORATED | ||||
| By: | /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer |
|||
| TRONOX WORLDWIDE LLC | ||||
| By: | /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Senior Vice President and Chief Financial Officer |
|||
| SIGNATURE PAGE TO SECOND WAIVER | ||
| EXTENSION, AMONG TRONOX | ||
| INCORPORATED, TRONOX WORLDWIDE | ||
| LLC AND THE LENDERS PARTY HERETO. |
Lender name: ABN AMRO Bank N.V.
by
|
/s/ Xxxx X. Xxxxxx | by | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: Xxxx X. Xxxxxx | Name: Xxxxxx X. Xxxxxxx | |||||
| Title: Senior Vice President | Title: Senior Vice President |
Lender name: Credit Suisse, Cayman Islands Branch
by
|
/s/ Xxxxx X. Xxxxxxxx | by | /s/ Xxxxxx Xxxxxx | |||
| Name: Xxxxx X. Xxxxxxxx | Name: Xxxxxx Xxxxxx | |||||
| Title: Director | Title: Managing Director |
Lender name: The Bank of Nova Scotia
by
|
/s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Director |
Lender name: Commerzbank AG New York and Cayman Islands Branch
by
|
/s/ Xxxxxxx Tu | by | /s/ M. Harold | |||
| Name: Xxxxxxx Tu | Name: M. Harold | |||||
| Title: AVP | Title: Senior Vice President |
Lender name: XX Xxxxxx Xxxxx Bank, N.A.
by
|
/s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Managing Director |
Lender name: The Royal Bank of Scotland.
by
|
/s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Director |
