0000950134-08-021805 Sample Contracts

Fifth Amendment to Receivables Sale Agreement
Receivables 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”);

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SECOND WAIVER EXTENSION
Second Waiver Extension • December 8th, 2008 • Tronox Inc • Industrial inorganic chemicals • New York

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.

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