0001047469-05-027190 Sample Contracts

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TRONOX WORLDWIDE LLC, TRONOX FINANCE CORP., THE GUARANTORS PARTIES HERETO, AND CITIBANK, N.A., AS TRUSTEE % Senior Notes due 2012
Indenture • November 18th, 2005 • Tronox Inc • Industrial inorganic chemicals • Oklahoma

FORM OF INDENTURE dated as of November , 2005, among TRONOX WORLDWIDE LLC, a Delaware limited liability company (the "Company"), TRONOX FINANCE CORP., a Delaware corporation ("Tronox Finance" and, together with the Company, the "Issuers"), TRONOX INCORPORATED, a Delaware corporation ("Parent"), each other Guarantor (as defined herein) from time to time party hereto and CITIBANK, N.A., a national banking association, as trustee (the "Trustee").

TRONOX INCORPORATED 17,480,000 Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York

LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. As Representatives of the several Underwriters named in Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

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