CREDIT AGREEMENT AMONG TRONOX INCORPORATED, TRONOX WORLDWIDE LLC, AS BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, LEHMAN BROTHERS INC. AND CREDIT SUISSE, AS ARRANGERS AND BOOKRUNNERS, ABN AMRO BANK N.V., AS SYNDICATION AGENT,...Credit Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
ContractTax Sharing Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
TAX SHARING AGREEMENT, dated as of November 28, 2005 (the “Agreement”), between Kerr-McGee Corporation, a Delaware corporation (“Distributing”) and Tronox Incorporated (“Tronox”), a Delaware corporation. To the extent not defined herein, all defined terms shall have the same meaning as in the Master Separation Agreement (as hereinafter defined).
ContractMaster Separation Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of November 28, 2005 (the “Effective Date”), among Kerr-McGee Corporation, a Delaware corporation (“Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (“Tronox”).
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN KERR-McGEE CORPORATION AND TRONOX INCORPORATED DATED AS OF November 28, 2005Employee Benefits Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals
This EMPLOYEE BENEFITS AGREEMENT, dated as of November 28, 2005, is by and between Kerr-McGee and Tronox. Capitalized terms used in this Agreement (other than the formal names of Kerr-McGee Plans and related trusts of Kerr-McGee) and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement or as assigned to them in the Principal Agreement.
ContractTransition Services Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated November 28, 2005, among Kerr-McGee Corporation, a Delaware corporation (the “Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (the “Tronox”).
ContractRegistration Rights Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 28, 2005 (this “Agreement”), between Kerr-McGee Corporation, a Delaware corporation (“Kerr-McGee”) and Tronox Incorporated, a Delaware corporation (the “Tronox”).
ContractTransitional License Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals
TRANSITIONAL LICENSE AGREEMENT, dated as of November 28, 2005 (this “License”), among Kerr-McGee Worldwide Corporation, a Delaware corporation (the “Licensor”) and Tronox Incorporated, a Delaware corporation (the “Company”).
Rights Agreement Dated as of November 7, 2005Tronox Incorporated and Umb • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
Rights Agreement, dated as of November 7, 2005, between Tronox Incorporated, a Delaware corporation (the “Company”), and UMB Bank, N.A., as rights agent (the “Rights Agent”).
TRONOX WORLDWIDE LLC, TRONOX FINANCE CORP., THE GUARANTORS PARTIES HERETO, AND CITIBANK, N.A., AS TRUSTEE 91/2 % Senior Notes due 2012Tronox • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
INDENTURE dated as of November 28, 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 WORLDWIDE LLC TRONOX FINANCE CORP. 9½% Senior Notes due 2012 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • December 7th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
Tronox Worldwide LLC, a Delaware limited liability company (“Tronox Worldwide”), and Tronox Finance Corp., a Delaware corporation (together with Tronox Worldwide, the “Issuers”), propose to issue and sell to certain initial purchasers (collectively, the “Initial Purchasers”) named in that certain Purchase Agreement, dated November 21, 2005 (the “Purchase Agreement”), among the Issuers, the Guarantors (as defined below) and Lehman Brothers Inc. and Credit Suisse First Boston LLC, on behalf of the Initial Purchasers, upon the terms set forth therein, $350,000,000 aggregate principal amount of the Issuers’ 9½% Senior Notes due 2012 (the “Securities”) to be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Issuers, the Guarantors and Citibank, N.A., as trustee, which Securities will be unconditionally guaranteed on a senior unsecured basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and t
