SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT dated as of December ___, 2009 among TRONOX INCORPORATED, TRONOX WORLDWIDE LLC, CERTAIN SUBSIDIARIES OF TRONOX WORLDWIDE LLC, as Guarantors, VARIOUS LENDERS,...Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement • December 24th, 2009 • Tronox Inc • Industrial inorganic chemicals • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of December ___, 2009, 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”).
PLAN SUPPORT AGREEMENTPlan Support Agreement • December 24th, 2009 • Tronox Inc • Industrial inorganic chemicals • New York
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • December 24th, 2009 • Tronox Inc • Industrial inorganic chemicals • New York
Subject to the approval of this Equity Commitment Agreement (this “Agreement”) by the Bankruptcy Court (as defined below), Tronox Incorporated, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to implement a plan of reorganization (the “Plan”), pursuant to which, inter alia, a newly formed, wholly-owned subsidiary of the Company (“New Tronox”) will offer and sell shares of its new common stock, par value $0.01 per share (the “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of Senior Notes (as defined below) and any other holder of an allowed unsecured claim against the Debtors (other than Environmental Claims) (each, a “Claim”), who is an institutional “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and who holds a Claim in excess of $25,000 (each, an “Eligible Holder”), as of the date (the “R
