0001140361-19-004061 Sample Contracts

AMENDMENT NO. 1 AND WAIVER
Revolving Syndicated Facility Agreement • February 28th, 2019 • Tronox LTD • Industrial inorganic chemicals

AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the Revolving Syndicated Facility Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including this Amendment, the “Credit Agreement”), by, among others, Tronox US Holdings Inc., a Delaware corporation, and certain of its Subsidiaries and Affiliates party thereto, as U.S. Borrowers and Guarantors (collectively, the “Current U.S. Borrowers”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, and certain of its Subsidiaries party thereto, as Australian Borrowers and Guarantors (collectively, the “Current Australian Borrowers”), Tronox Pigments (Holland) B.V., private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office

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DATED: 27 NOVEMBER 2018
Amendment Agreement to Shareholders' Agreement • February 28th, 2019 • Tronox LTD • Industrial inorganic chemicals
AMENDMENT NO. 1 AND WAIVER
First Lien Term Loan Credit Agreement • February 28th, 2019 • Tronox LTD • Industrial inorganic chemicals

AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the First Lien Term Loan Credit Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including the Amendment, the “Credit Agreement”), by and among Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, Tronox Finance LLC, a Delaware limited liability company (the “Borrower”), Tronox Blocked Borrower LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”) and collateral agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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