CREDIT AND GUARANTY AGREEMENT dated as of February 8, 2012 among TRONOX PIGMENTS (NETHERLANDS) B.V., TRONOX INCORPORATED, CERTAIN SUBSIDIARIES OF TRONOX INCORPORATED, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Sole Lead Arranger,...Credit and Guaranty Agreement • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 8, 2012 is entered into by and among TRONOX PIGMENTS (NETHERLANDS) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Naritaweg 165, Telestone 8, (1043BW), Amsterdam, The Netherlands, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (the “Borrower”), TRONOX INCORPORATED, a Delaware corporation (“US Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as sole lead arranger (in such capacity, “Arranger”), as administrative agent (together with its permitted successor in such capacity, “Administrative Agent”), as collateral agent (together with its permitted successor in such capacity,
SHAREHOLDERS’ AGREEMENT between TRONOX LIMITED EXXARO RESOURCES LIMITED EXXARO SANDS PROPRIETARY LIMITED and EXXARO TSA SANDS PROPRIETARY LIMITEDShareholders’ Agreement • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals • Western Australia
FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals • Delaware
This SUPPORT AGREEMENT, dated as of , 2012 (this “Agreement”), is entered into by and between Tronox Incorporated, a Delaware corporation (“Tronox”), and Tronox Limited, a public limited company organized under the laws of Australia (“Parent”).
Tronox Logo] TRONOX INCORPORATEDTronox Incorporated • May 2nd, 2012 • Tronox LTD • Industrial inorganic chemicals
Thank you for your support as we work toward completing the transactions contemplated by the Amended and Restated Transaction Agreement, dated as of April 20, 2012 (the “Transaction Agreement”), by and among Tronox Incorporated, Tronox Limited, Concordia Acquisition Corporation, Concordia Merger Corporation, Exxaro Resources Limited (“Exxaro”), Exxaro Holdings Sands Proprietary Limited and Exxaro International BV. Pursuant to the Transaction Agreement, we will combine our existing business with Exxaro’s mineral sands business under a new Australian holding company, Tronox Limited. In addition, Tronox Incorporated will participate in two mergers (the “Mergers”), as a result of which it will become a subsidiary of Tronox Limited. The Mergers will be considered at a special meeting of Tronox Incorporated stockholders to be held on , 2012. Subject to the receipt of stockholder approval and satisfaction of certain other closing conditions, we presently expect that the transaction, including
