Hearing Date: May 18, 2009 at 11:00 a.m.

(ET)
Objection Deadline: May 15, 2009 at 12:00 p.m. (ET)

Richard M. Cieri
Jonathan S. Henes
Colin M. Adams
KIRKLAND & ELLIS LLP
153 East 53rd Street
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re ) Chapter 11
)
TRONOX INCORPORATED, et al.,1 ) Case No. 09-10156 (ALG)
)
Debtors. ) Jointly Administered
)

NOTICE OF TRONOX’S MOTION FOR AN ORDER

AUTHORIZING TRONOX INCORPORATED AND TRONOX
WORLDWIDE LLC TO ENTER INTO THE FIRST WAIVER AND AMENDMENT
TO ITS DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND PAY CERTAIN
FEES TO THE DIP AGENT AND DIP LENDERS IN CONNECTION THEREWITH

PLEASE TAKE NOTICE that a hearing (the “Hearing”) on Tronox’s Motion for

an Order Authorizing Tronox Incorporated and Tronox Worldwide LLC to Enter into the First

Waiver and Amendment to the Debtor-In-Possession Credit Agreement and Pay Certain Fees to

the DIP Agent and DIP Lenders in Connection Therewith (the “Motion”) will be held before the

Honorable Allan L. Gropper, United States Bankruptcy Judge, in Courtroom 617, United States

1 The debtors in these chapter 11 cases include: Tronox Luxembourg S.ar.L.; Tronox Incorporated; Cimarron
Corporation; Southwestern Refining Company, Inc.; Transworld Drilling Company; Triangle Refineries, Inc.;
Triple S, Inc.; Triple S Environmental Management Corporation; Triple S Minerals Resources Corporation;
Triple S Refining Corporation; Tronox LLC; Tronox Finance Corp.; Tronox Holdings, Inc.; Tronox Pigments
(Savannah) Inc.; and Tronox Worldwide LLC.

14322278
Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New

York 10004, on May 18, 2009 at 11:00 a.m. (ET).

PLEASE TAKE FURTHER NOTICE that any responses or objections to the

Motion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) and the Local Bankruptcy Rules for the Southern District of New York (the

“Local Bankruptcy Rules”), and shall be filed with the Bankruptcy Court electronically by

registered users of the Bankruptcy Court’s case filing system (the User’s Manual for the

Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for

the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, in text-searchable

Portable Document Format (PDF), Wordperfect or any other Windows-based word processing

format (in either case, with a hard-copy delivered directly to Chambers), and shall be served

upon (a) counsel to the Debtors, Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street,

New York, New York 10022-4611, Attn: Jonathan S. Henes, Esq. and Colin M. Adams, Esq.; (b)

the Office of the United States Trustee for the Southern District of New York, 33 Whitehall

Street, 21st Floor, New York, New York 10004, Attn: Susan D. Golden, Esq.; (c) counsel to the

agent for the Debtors’ prepetition secured lenders and postpetition secured lenders, Cravath,

Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019-7475, Attn: Robert H. Trust,

Esq.; (d) counsel to the official committee of unsecured creditors of Tronox Incorporated, Paul,

Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York

10019-6064, Attn: Alan W. Kornberg, Esq. and Elizabeth McColm, Esq.; (e) counsel to the

official committee of equity security holders of Tronox Incorporated, Pillsbury Winthrop Shaw

Pittman LLP, 1540 Broadway, New York, New York 10036-4039, Attn: Craig A. Barbarosh,

Esq. and David A. Crichlow, Esq.; (f) the Office of the United States Attorney for the Southern

2
District of New York, Attn: Matthew L. Schwartz, Assistant United States Attorney, Southern

District of New York, 86 Chambers Street, 3rd Floor, New York, New York 10007; and (g) all

those persons and entities that have formally requested notice by filing a written request for

notice pursuant to Bankruptcy Rule 2002 and the Local Bankruptcy Rules (with service on such

parties by email only), so as to be actually received no later than May 15, 2009 at 12:00 p.m.

(ET). Only those responses that are timely filed, served and received will be considered at the

Hearing. Failure to file a timely objection may result in entry of a final order granting the

Motion as requested by the Debtors.

New York, New York Respectfully submitted,

Dated: May 11, 2009
/s/ Colin M. Adams_____________________________
Richard M. Cieri
Jonathan S. Henes
Colin M. Adams
KIRKLAND & ELLIS LLP
153 East 53rd Street
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

Counsel to the Debtors and Debtors in Possession

3
 Hearing Date: May 18, 2009 at 11:00 a.m. (ET)
Objection Deadline: May 15, 2009 at 12:00 p.m. (ET)

Richard M. Cieri
Jonathan S. Henes
Colin M. Adams
KIRKLAND & ELLIS LLP
153 East 53rd Street
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
TRONOX INCORPORATED, et al.,1 ) Case No. 09-10156 (ALG)
)
Debtors. ) Jointly Administered
)

TRONOX’S MOTION FOR AN ORDER AUTHORIZING

TRONOX INCORPORATED AND TRONOX WORLDWIDE LLC
TO ENTER INTO THE FIRST WAIVER AND AMENDMENT TO THE
DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND PAY CERTAIN
FEES TO THE DIP AGENT AND DIP LENDERS IN CONNECTION THEREWITH

Tronox Incorporated and Tronox Worldwide LLC, together with certain of their

affiliates, as debtors and debtors in possession (collectively, “Tronox”), hereby submit this

motion (the “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit

A, authorizing Tronox Incorporated and Tronox Worldwide LLC to enter into a waiver and

amendment of the postpetition debtor-in-possession financing facility and to pay certain fees to

1 The debtors in these chapter 11 cases include: Tronox Luxembourg S.ar.L.; Tronox Incorporated; Cimarron
Corporation; Southwestern Refining Company, Inc.; Transworld Drilling Company; Triangle Refineries, Inc.;
Triple S, Inc.; Triple S Environmental Management Corporation; Triple S Minerals Resources Corporation;
Triple S Refining Corporation; Tronox LLC; Tronox Finance Corp.; Tronox Holdings, Inc.; Tronox Pigments
(Savannah) Inc.; and Tronox Worldwide LLC.
the agent and lenders under that facility in connection therewith. In support of this Motion,

Tronox respectfully states as follows:

Preliminary Statement

1. Tronox is not presently in compliance with certain covenants and representations

in its postpetition debtor-in-possession financing facility credit agreement (as amended, the “DIP

Agreement”) because of, among other things, the March 13, 2009 insolvency filing of Tronox’s

German subsidiaries under German law and Tronox’s failure to timely provide the DIP Lenders

(as defined below) with audited financial statements for the fiscal year ended December 31, 2008

as a result of an ongoing analysis and investigation of the company’s environmental and other

contingent reserves. Tronox and its advisors have engaged in extensive, arms’-length

negotiations with the DIP Agent and DIP Lenders to waive these defaults and amend the DIP

Agreement. These negotiations have been successful.

2. The resulting waiver and amendment (the “First Amendment”) is essential to

maximizing the value of the estates. First, the First Amendment will enable Tronox to borrow

under the DIP Agreement, which it cannot presently do. Without the ability to borrow, Tronox

would face a liquidity crisis before the end of this month which would significantly impair its

ability to operate in the ordinary course. Second, the First Amendment will eliminate the serious

risks posed to Tronox’s estates by the DIP Lenders’ rights under the DIP Agreement to exercise

remedies against Tronox on account of the defaults. These remedies include, among other

things, the ability to declare the amounts presently outstanding under the DIP Financing due and

payable in full, an act which would likely force Tronox to liquidate.

3. In connection with the First Amendment, Tronox is required to pay a waiver fee

to the DIP Lenders and an arrangement fee to the DIP Agent. Tronox believes that the waiver

and arrangement fees are justified in light of the substantial benefits that Tronox will obtain

2
through the First Amendment. Because the First Amendment will enable Tronox to continue

operating as a going concern on improved financial terms and eliminate the risks inherent in a

default, Tronox submits that entry into the First Amendment and the payment of fees in

connection therewith should be authorized as a sound exercise of Tronox’s business judgment.

Jurisdiction

4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

5. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

6. The statutory bases for the relief requested herein are sections 363(b) and 364 of

title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”).

Background

7. On January 12, 2009 (the “Petition Date”), Tronox filed petitions with the Court

under chapter 11 of the Bankruptcy Code. Tronox is operating its businesses and managing its

properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. The chapter 11 cases are consolidated for procedural purposes only and are being jointly

administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”). On January 21, 2009, the United States Trustee for the Southern District

of New York (the “U.S. Trustee”) appointed an official committee of unsecured creditors (the

“Creditors’ Committee”). On March 13, 2009, the U.S. Trustee appointed an official committee

of equity security holders (the “Equity Committee”). No request for the appointment of a trustee

or examiner has been made in the chapter 11 cases.

8. Tronox, together with its non-debtor affiliates, is among the world’s leading

producers of titanium dioxide pigment and electrolytic and other specialty chemicals. Tronox’s

products are used in the manufacture of a number of everyday goods and consumer products

3
such as paints, coatings, plastics, paper, batteries, toothpaste, sunscreen and shampoo. Tronox

has approximately 1,100 customers located in more than 100 countries.

The DIP Agreement

9. In connection with the chapter 11 cases, Tronox obtained superpriority senior

priming secured revolving debtor-in-possession financing in an aggregate amount of $125

million (the “DIP Financing”) pursuant to that certain Credit Agreement (the “DIP Agreement”)

among Tronox Incorporated, Tronox Worldwide LLC, as Borrower, Credit Suisse Securities

(USA) LLC as Sole Lead Arranger and Sole Bookrunner, Credit Suisse as Administrative Agent

(the “DIP Agent”), JPMorgan Chase Bank, N.A. as Collateral Agent, and the banks, financial

institutions and other lenders parties thereto (collectively, together with the DIP Agent and the

Collateral Agent, the “DIP Lenders”) and certain ancillary documents, including a Guarantee and

Collateral Agreement.

10. On February 9, 2009, this Court entered a final order (the “Final DIP Order”)

[Dkt. No. 151] finding that Tronox had satisfied the requirements of section 364 of the

Bankruptcy Code necessary to obtain the DIP Financing, including, among other requirements,

that Tronox was unable to obtain financing on more favorable terms and that, without the relief

granted by the Final DIP Order, Tronox’s estates would be immediately and irreparably harmed.

See Final DIP Order ¶ 5 (c) and (g). As of April 30, 2009, the aggregate amount of borrowings

outstanding under the DIP Financing was approximately $50 million.

11. All obligations under the DIP Agreement are unconditionally guaranteed by

Tronox Incorporated and each of Tronox Worldwide LLC’s domestic subsidiaries and are

secured by a first priority priming lien on substantially all of the domestic assets of Tronox

Worldwide LLC and the guarantors. The DIP Financing is also secured by pledges of up to 65%

of the equity interest in Tronox Worldwide LLC’s direct foreign subsidiaries and the direct

4
foreign subsidiaries of the guarantors to the DIP Agreement. See DIP Agreement at § 1.01; see

also Guarantee and Collateral Agreement among Tronox Incorporated, Tronox Worldwide LLC,

certain subsidiaries of Tronox Incorporated and the Collateral Agent.

12. The DIP Agreement imposes certain covenants with which Tronox must comply.

These include, among others, that Tronox must: (a) meet minimum Consolidated EBITDAR

amounts at the end of each month; (b) cause each of its subsidiaries to do “all things necessary to

preserve, renew and keep in full force and effect its legal existence”; (c) provide the DIP Lenders

with audited financial statements for the fiscal year ended December 31, 2008 by no later than

100 days after the fiscal year end2; (d) commence a process to sell all or substantially all of its

operating assets by July 13, 2009; and (e) not make loans and advances to its non-debtor foreign

subsidiaries in an aggregate amount of more than $5 million. See DIP Agreement §§ 6.12;

5.01(a), 5.04(a); 5.17; and 6.04(b). In addition, Tronox was required to make certain

representations and warranties at the closing of the DIP Agreement and is required to bring down

those representations and warranties each time it makes a borrowing request. See id. at §§

3.05(a), 3.06, 3.15, 3.17(a), (g) and (h), and 5.11.

13. Failure to comply with any of the covenants or agreements in the DIP Agreement

results in a default under the DIP Agreement. See id. at § 7(e) and (f). Similarly, it constitutes

an event of default if any of the representations made in connection with the DIP Agreement

proves to have been false or misleading in any material respect when made. Id. at § 7(a). In the

event of a default, Tronox cannot borrow additional amounts under the DIP Financing.

Moreover, in the event of a default, the DIP Lenders have the right to exercise a range of

remedies, each of which could have serious repercussions on Tronox’s liquidity. Specifically,

2 One hundred days after December 31, 2008 is April 10, 2009.

5
the DIP Lenders have the right to declare the full amount outstanding under the DIP Financing

due and payable. Id. In addition, the Collateral Agent has the right to direct the banks at which

Tronox maintains deposit accounts to transfer any funds on deposit in Tronox’s accounts to the

DIP Agent and apply such funds to the amounts outstanding under the DIP Financing, which

would effectively cut off Tronox’s access to incoming funds generated by business operations.

Id. at § 2.13(c). Finally, upon the event of a default, the DIP Lenders are entitled to receive an

additional 2% per annum in default interest on the amounts outstanding under the DIP

Agreement for the duration of the default until it is cured or waived. Id. at § 2.07; see also Final

DIP Order at ¶ 10(b) (waiver of Tronox’s right to raise any issue at a hearing regarding the

exercise of the DIP Lenders’ rights under the DIP Agreement except whether an Event of

Default has occurred and is continuing).

14. Pursuant to the terms of the DIP Agreement, certain amendments and/or waivers

of the DIP Agreement (and all of the ones contemplated by the First Amendment) must be

approved by DIP Lenders holding more than 50% of the DIP Financing. See DIP Agreement at

§§ 1.01 and 9.08(b). Pursuant to the terms of the Final DIP Order, Tronox is authorized to

amend and/or modify the DIP Agreement and pay all fees reasonably required or necessary in

connection therewith without order of the Court if that amendment or modification is not

materially adverse to Tronox. See Final DIP Order at ¶ 6(b)(ii). Tronox believes that the First

Amendment provides substantial benefits to Tronox. However, as set forth below, the First

Amendment also imposes certain new affirmative covenants on Tronox. Thus, out of an

abundance of caution, and to provide all of its stakeholders with appropriate notice of the terms

of the First Amendment, Tronox has filed this Motion and is seeking the Court’s authorization to

6
enter into the First Amendment. In addition, the effectiveness of the First Amendment is

expressly conditioned on obtaining Court approval of the First Amendment.

Non-Compliance with Certain Terms of the DIP Agreement

15. As discussed above, Tronox is not presently in compliance with certain covenants

and representations and warranties in the DIP Agreement primarily as a result of two recent

developments: (a) the March 13, 2009 insolvency filings of Tronox’s German subsidiaries under

German law; and (b) Tronox’s failure to timely provide the DIP Lenders with audited financial

statements for the fiscal year ended December 31, 2008 on account of Tronox’s ongoing analysis

and investigation of its environmental and other contingent reserves.

a. German Insolvency Filings

16. On March 13, 2009, Tronox’s German subsidiaries, Tronox GmbH and Tronox

Pigments GmbH -- which are not debtors in the chapter 11 cases -- commenced insolvency

proceedings in Germany under German law. The German entities’ operations had not been cash

flow positive, which posed significant financial risks to Tronox, including, among other things,

impairing Tronox’s ability to comply with the minimum Consolidated EBITDAR covenant in

section 6.12 of the DIP Agreement. Because the German entities were unable to obtain local

financing to support their cash needs, they filed insolvency petitions with the Insolvency Court in

Krefeld, Germany. As a consequence, Tronox is not in compliance with section 5.01(a) of the

DIP Agreement, which requires Tronox to cause each of its subsidiaries to do “all things

necessary to preserve, renew and keep in full force and effect its legal existence.” DIP

Agreement § 5.01(a).3

3 On March 31, 2009, the DIP Agent delivered a notice confirming the breach of this covenant.

7
 b. Environmental and Other Contingent Reserves Review

17. Tronox is presently engaged in a review of its environmental and other contingent

reserves. On April 13, 2009, Tronox disclosed in a Form 8-K that there were indications that

certain reserves may have been understated. See Form 8-K, dated April 13, 2009, at 2. And on

May 5, 2009, Tronox disclosed in a Form 8-K that “the financial statements included in the

company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the

Securities and Exchange Commission should no longer be relied upon because the company

failed to establish adequate reserves as required by applicable accounting pronouncements” and

that adjustments to its environmental reserves will be material. See Form 8-K, dated May 5,

2009, at 2. Tronox is working with its professionals to resolve these issues. Because this review

has not yet concluded, Tronox has not delivered audited financial statements and the related

auditors’ opinion for the fiscal year ended December 31, 2008 to the DIP Lenders. As a

consequence, Tronox is not in compliance with section 5.04(a) of the DIP Agreement, which

requires Tronox to deliver its audited financial statements to the DIP Lenders within 100 days of

the end of the fiscal year. DIP Agreement § 5.04(a); see also Form 8-K, dated April 13, 2009, at

2 and Form 8-K, dated May 5, 2009, at 2.

18. Tronox’s determination regarding its previously issued financial statements may

implicate numerous representations, warranties and covenants contained in the DIP Agreement

regarding financial and environmental matters, including, among others, those set forth in the

following sections of the DIP Agreement: section 3.05 (the financial statements previously

provided to the DIP Lenders “present fairly the financial condition … of [Tronox]”, “disclose all

material liabilities, direct or contingent, of [Tronox]” and “were prepared in accordance with

GAAP”); section 3.06 (no event or change has occurred that could have a material adverse effect

on Tronox’s business, assets, liabilities, or condition, including a change of Tronox’s

8
environmental reserves of more than 130% of Tronox’s reserves as of September 30, 2008);

section 3.15 (no information provided to the DIP Agent or DIP Lenders contained “any material

misstatement” when provided); and section 3.17(a) (no environmental reports have been

prepared revealing Hazardous Materials that “could reasonably be expected to result in any

Environmental Liability” that have not been provided to the DIP Agent).

c. Negotiations with the DIP Lenders

19. Based on the foregoing, Tronox and its advisors entered into good faith, arms’-

length negotiations with the DIP Lenders to waive or amend certain terms of the DIP Agreement

to resolve the issues raised by the German insolvency filings, the failure to timely provide

audited financial statements to the DIP Lenders and the concerns regarding certain

representations and warranties raised by Tronox’s contingent reserves analysis.

20. In addition, at the outset of these negotiations, Tronox identified other areas of

concern for which Tronox has sought relief from the DIP Lenders. For example, Tronox

determined that if the financial results of its German subsidiaries were included in calculations of

Tronox’s Consolidated EBITDAR, Tronox would not be able to comply with the EBITDAR

covenant in section 6.12 of the DIP Agreement. As such, Tronox sought to exclude the financial

results of its German subsidiaries for purposes of determining its EBITDAR compliance.

Similarly, Tronox sought relief that would: (a) enable Tronox to provide, in its discretion,

additional financial assistance to its non-debtor foreign subsidiaries above the $5 million cap set

forth in section 6.04(b) of the DIP Agreement, particularly in the near term as its foreign

9
subsidiaries increase production levels in response to the Savannah “warm idle”4; and (b) relieve

Tronox of the obligation to enter into a deposit account control agreement with the Royal Bank

of Canada, as required by section 5.07(a) of the Guarantee and Collateral Agreement, in light of

the bank’s refusal to enter into such an agreement.

The First Amendment to the DIP Agreement

21. Tronox, the DIP Agent, the DIP Lenders, and their respective advisors engaged in

extensive negotiations regarding the terms of a waiver and amendment to the DIP Agreement.

On May 4, 2009, the proposed terms of the First Amendment were provided to the DIP Lenders

for their consideration. On May 11, 2009, the First Amendment was approved by the requisite

number of DIP Lenders. A copy of the First Amendment is attached hereto as Exhibit B.5

22. The First Amendment provides Tronox with the following key benefits6:

• Waiver of Defaults: To allow Tronox to continue to borrow under the DIP

Agreement and to obtain necessary liquidity for the operation of its
businesses, the First Amendment permanently waives any Default that may
have occurred as a result of any non-compliance with the provisions of the
DIP Agreement or related documents related to or arising from, among other
things, (a) the investigation of Tronox’s environmental and other contingent
reserves, and any related understatement of said reserves in accordance with
applicable accounting standards, (b) the failure to timely deliver audited
financials and related auditors’ opinions, reports and certifications and (c) the
insolvency filings of Tronox’s German subsidiaries.

• Borrowing Requests: To enable Tronox to make valid borrowing requests

prior to the conclusion of its analysis of its environmental and other
contingent reserves, the First Amendment modifies certain representations,

4 Additional facts regarding the Savannah “warm idle” are set forth in Tronox’s Motion for Entry of an Order
Extending its Exclusive Periods to File and Solicit Votes for a Chapter 11 Plan Pursuant to Section 1121(d) of
the Bankruptcy Code [Dkt. No. 372] (the “Exclusivity Motion”), filed April 22, 2009.
5 A fully executed version of the First Amendment will be submitted to the Court promptly.
6 The summary of the terms of the First Amendment contained in this Motion is qualified in its entirety by
reference to the First Amendment, and any conflict between this Motion and the First Amendment shall be
resolved in favor of the First Amendment.

10
 warranties and covenants in the DIP Agreement, including those set forth in
sections 3.05(a), 3.06, 3.15, 3.17(a), (g) and (h) and 5.11 of the DIP
Agreement, which may be impacted by the outcome of that analysis.

• Consolidated Financial Results: To conform to applicable accounting

principles relating to the accounting of gains and losses for Tronox’s German
subsidiaries, the First Amendment modifies the definition of Consolidated Net
Income in section 1.01 of the DIP Agreement, which included the net income
or loss of Tronox Incorporated’s “consolidated Subsidiaries,” to exclude the
income or loss of Tronox’s German subsidiaries.

• Audited Financial Statements: To allow Tronox additional time to complete

its investigation of its environmental and other contingent reserves, the First
Amendment extends the time set forth in section 5.04(a) of the DIP
Agreement within which Tronox must provide the DIP Lenders with audited
financing statements for fiscal year ended December 31, 2008 for an
additional 120 days until August 8, 2009.

• Financial Assistance to Foreign Subsidiaries: To enable Tronox to provide

additional financial assistance to its foreign subsidiaries, the First Amendment
modifies section 6.04 of the DIP Agreement, which restricted the aggregate
principal amount of loans and advances made by Tronox to its non-debtor
foreign subsidiaries to $5 million, to allow Tronox to make up to $7.5 million
in such loans and advances to its foreign subsidiaries plus up to $5 million to
its Dutch subsidiary.

• DACAs: To provide Tronox with relief occasioned by the Royal Bank of

Canada’s refusal to enter into a deposit account control agreement (which
agreement is required by the DIP Agreement), the First Amendment modifies
section 5.07(a) of the Guarantee and Collateral Agreement, which required
Tronox to establish and maintain Deposit Accounts (as defined in that
agreement) subject to control agreements for the benefit of the Collateral
Agent, to permit Tronox not to enter into a control agreement with the Royal
Bank of Canada; provided that the balance in the account at that bank not
exceed $250,000 at any time.

23. In addition, the DIP Lenders have agreed not to object to certain of Tronox’s

important operational decisions -- including the payment of a certain secured claim held by one

of Tronox’s key vendors as part of a settlement agreement (which settlement was approved by

the Court on May 6, 2009 [Dkt. No. 417]) and the payment of severance benefits to certain of

Tronox’s employees in the event of their termination pursuant to a non-insider severance

program (which severance plan will be submitted to the Court for approval shortly). Tronox

11
believes that both of these matters are important to the continued operation of the businesses.

Accordingly, the DIP Lenders’ agreement not to object to these motions is valuable to the estates

and benefits all parties in interest.

24. In exchange for the foregoing, Tronox and the DIP Lenders have agreed to the

following requirements. First, the affirmative covenant set forth in section 5.17 of the DIP

Agreement regarding Tronox’s sale efforts is modified to require Tronox to execute an asset

purchase agreement with respect to the sale of all or substantially all of its operating assets with a

“stalking horse” bidder by May 31, 2009 (which deadline may be extended for an additional 10

business days at the discretion of the DIP Agent). In addition, Tronox will be required to file a

motion with the Court seeking approval of the terms of the “stalking horse” bid and establishing

procedures for a public auction within seven days following the execution of the asset purchase

agreement.

25. Second, a new affirmative requirement is added to the DIP Agreement. Pursuant

to new section 5.20 of the DIP Agreement, Tronox will be required to hold weekly calls with the

DIP Agent and the DIP Lenders regarding the status of the chapter 11 cases and to provide the

DIP Agent’s legal and financial advisors with certain information regarding the asset purchase

agreements received by Tronox from potential bidders.

26. Third, Tronox has agreed to pay a waiver fee to the DIP Lenders, an arrangement

fee to the DIP Agent and the expenses of the DIP Agent (collectively, the “Amendment Fees”) as

consideration for the First Amendment and the above concessions. The effectiveness of the First

Amendment is conditioned specifically on Tronox: (a) paying a waiver fee equal to 0.5% of the

outstanding commitment of each DIP Lender who consent to the First Amendment by a certain

deadline; (b) paying the DIP Agent an arrangement fee of $400,000 for the arrangement,

12
negotiation and preparation of the First Amendment; and (c) reimbursing the DIP Agent for all

expenses, including the reasonable fees of the DIP Agent’s counsel, incurred in connection

therewith. Tronox believes that the Amendment Fees reasonably reflect the current conditions of

the credit markets and are justified under the circumstances.

27. The First Amendment and the Amendment Fees have been negotiated at arms’-

length and in good faith. Tronox has determined in the exercise of its business judgment that

accepting the sale milestones and paying the Amendment Fees are necessary to receive the

benefits of the First Amendment. Without the relief provided by the First Amendment, Tronox

would remain in default and the estates would be at risk of irreparable financial harm.

Relief Requested

28. By this Motion, Tronox seeks authority, pursuant to sections 363(b) and 364 of

the Bankruptcy Code, to enter into the First Amendment and to pay certain Amendment Fees to

the DIP Agent and the DIP Lenders in connection therewith.

Basis for Relief

29. Tronox has previously established the need for the DIP Financing pursuant to

section 364 of the Bankruptcy Code. The First Amendment is in furtherance of Tronox’s

continued performance under the DIP Agreement, without which Tronox would not have

sufficient liquidity to continue operating as a going concern and could face liquidation.

30. Section 363(b)(1) of the Bankruptcy Code provides that a debtor, “after notice

and a hearing, may use, sell or lease, other than in the ordinary course of business, property of

the estate.” 11 U.S.C. § 363(b)(1). In the Second Circuit, approval of a debtor’s actions under

section 363(b)(1) of the Bankruptcy Code requires the debtor to show that its decision was based

on its business judgment. See In re Lionel Corp., 722 F.2d 1063, 1070 (2d Cir. 1983) (requiring

“some articulated business justification” to approve the use, sale or lease of property outside the

13
ordinary course of business); In re Ionosphere Clubs, Inc., 100 B.R. 670, 675 (Bankr. S.D.N.Y.

1989) (noting that the standard for determining a section 363(b) motion is “good business

reason”). To determine whether the business judgment test is met, “the court ‘is required to

examine whether a reasonable business person would make a similar decision under similar

circumstances.’” In re Dura Auto. Sys. Inc., No. 06-11202 (KJC), 2007 Bankr. LEXIS 2764, at

*272 (Bankr. D. Del. Aug. 15, 2007) (quoting In re Exide Techs., Inc., 340 B.R. 222, 239

(Bankr. D. Del. 2006)).

31. Once a debtor articulates a valid business justification, it is presumed that “in

making a business decision the directors of a corporation acted on an informed basis, in good

faith and in the honest belief that the action was in the best interests of the company.” In re

Integrated Resources, Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom,

488 A.2d 858, 872 (Del. 1985)). The business judgment rule therefore shields a debtor’s

management from judicial second-guessing, and mandates that a court approve a debtor’s

business decision unless that decision is a product of bad faith or gross abuse of discretion. See

id.; see also Lubrizol Enters., Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th

Cir. 1985), cert. denied, 475 U.S. 1057 (1986).

Entry into the First Amendment is a

Sound Exercise of Tronox’s Business Judgment

32. Here, substantial business reasons exist for the Court to authorize Tronox to enter

into the First Amendment and pay the Amendment Fees. First, as described above, Tronox is

not presently in compliance with certain representations, warranties and covenants contained in

the DIP Agreement. As such, Tronox is unable to borrow. Additional borrowing under the DIP

Agreement is essential to Tronox’s ability to continue to operate as a going concern. In addition,

until the default is waived or cured, the DIP Lenders have the right to exercise a wide range of

14
remedies against Tronox, including simply declaring the amounts outstanding under the DIP

Financing due and payable in full. Without the liquidity provided by the DIP Agreement, the

estates would suffer immediate and irreparable harm and Tronox could be forced to liquidate.

Accordingly, the relief provided by the First Amendment is essential to the ongoing operation of

Tronox’s businesses during the chapter 11 cases and the preservation of the value of the estates.

33. Second, Tronox will garner significant benefits from the First Amendment. In

particular, the First Amendment provides Tronox with substantial reassurance about its ability to

comply with the EBITDAR covenant set forth in section 6.12 of the DIP Agreement by

authorizing Tronox to exclude the financial results of its German subsidiaries when computing

its Consolidated EBITDAR since December 31, 2008. The First Amendment also increases

Tronox’s ability to provide financial assistance to its non-debtor foreign subsidiaries, which

Tronox believes will be important to maintaining the value of the non-debtor foreign subsidiaries

going forward. And, by waiving the defaults, upon the effectiveness of the First Amendment,

interest will cease accruing at the default rate.

34. Furthermore, as described above, the First Amendment resolves all issues

concerning the DIP Financing arising from Tronox’s evaluation and analysis of its environmental

and other contingent reserves. It extends the deadline by which Tronox must provide audited

financial statements to the DIP Lenders for the fiscal year ended December 31, 2008. It also

modifies the representations, warranties and covenants in the DIP Agreement that may be

impacted by the outcome of this analysis to exclude that analysis and the results thereof from

consideration. Finally, it waives any defaults arising from or related to the environmental and

other contingent reserves. Taken together, these concessions and modifications enable Tronox to

continue to investigate these matters without running afoul of the covenants and representations

15
and warranties that could be impacted by the matters under investigation. Because these

modifications preserve Tronox’s ability to borrow during the pendency of the review of its

reserves, they provide substantial benefit.

35. Third, the new deadline regarding the sale required by the DIP Lenders is

achievable. Since the Petition Date, Tronox has devoted substantial time and attention to the

process of marketing its operating assets for sale. As described in detail in Tronox’s Exclusivity

Motion, Tronox has made substantial progress in this effort. On May 4, 2009, Tronox circulated

a draft asset purchase agreement to interested parties. Tronox anticipates receiving second-round

bids from interested parties, along with a mark-up of this asset purchase agreement, in the near

term. Given this progress, Tronox believes that it will be able to meet the new sale deadline

imposed by the First Amendment, without imposing undue pressure on the sale process.

36. Fourth, the Amendment Fees to be paid to the DIP Lenders reasonably reflect

current conditions in the credit markets and are appropriate in light of the concessions granted by

the DIP Lenders. In particular, the covenant in the DIP Agreement regarding financial

statements was specifically negotiated by the DIP Lenders, and is an important source of

disclosure for the DIP Lenders. Similarly, the EBITDAR covenant in the DIP Agreement, the

limit on loans and advances to non-debtor foreign subsidiaries and the requirement that Tronox

establish deposit accounts were specifically negotiated by the DIP Lenders to protect their

collateral position. Each is an important source of protection for the DIP Lenders. Accordingly,

the DIP Lenders’ agreements to waive the requirement that Tronox provide audited financial

statements and enter into deposit account control agreements at all depository banks, as well as

to revise the Consolidated Net Income definition to relax Tronox’s EBITDAR covenant

requirements and increase the amount of funds that Tronox can lend to its foreign subsidiaries

16
each represent significant concessions by the DIP Lenders. Tronox believes that the Amendment

Fees constitute appropriate consideration in exchange for these concessions.

37. Courts in this jurisdiction have authorized a debtor’s entry into an amendment of

its debtor-in-possession financing agreement and the payment of fees in connection therewith as

a sound exercise of a debtor’s business judgment. See, e.g., In re Tower Automotive, Inc., Case

No. 05-10578 (ALG) [Dkt. Nos. 2317 and 1815], entered on Jan. 31, 2007 and Oct. 25, 2006,

respectively (authorizing amendments to DIP agreement and the payment of fees in connection

therewith); In re Calpine Corp., Case No. 05-60200 (BRL) [Dkt. No. 7161], entered on Dec. 17,

2007 (authorizing amendments to Exit Financing and the payment of fees in connection

therewith); In re Delphi Corporation, Case No. 05-44481 (RDD) [Dkt No. 16575], entered on

April 23, 2009 (authorizing amendment to post-DIP facility accommodation agreement and

payment of fees in connection therewith); In re Solutia, Inc., Case No. 03-17949 (PCB), [Dkt.

No. 1120], entered on July 20, 2004 (authorizing amendment to DIP agreement and payment of

fees in connection therewith).

38. Because the relief requested herein will enable Tronox to continue operating as a

going concern and will eliminate the risk of an acceleration of the DIP Facility or other similarly

devastating exercise of remedies against Tronox, it constitutes an appropriate exercise of

Tronox’s business judgment. As such, this Court should approve the First Amendment and

authorize Tronox to pay the Amendment Fees in connection therewith.

Motion Practice

39. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this

Motion. Accordingly, Tronox submits that this Motion satisfies Rule 9013-1(a) of the Local

Bankruptcy Rules for the Southern District of New York.

17
 Notice

40. Tronox has provided notice of this Motion to: (a) the U.S. Trustee; (b) counsel to

the DIP Agent; (c) counsel to the Creditors’ Committee; (d) counsel to the Equity Committee; (e)

the Office of the United States Attorney for the Southern District of New York; and (f) all those

persons and entities that have formally appeared and requested service in these cases pursuant to

Bankruptcy Rule 2002. In light of the nature of the relief requested, Tronox respectfully submits

that no further notice is necessary.

No Prior Request

41. No previous motion for the relief requested herein has been made to this or any

other court.

WHEREFORE, Tronox respectfully requests that the Court enter an order (i) authorizing

Tronox Incorporated and Tronox Worldwide LLC to enter into the First Amendment to the DIP

Agreement and pay the Amendment Fees in connection therewith, and (ii) granting such other

relief as is just and proper.

New York, New York /s/ Colin M. Adams

Dated: May 11, 2009 Richard M. Cieri
Jonathan S. Henes
Colin M. Adams
KIRKLAND & ELLIS LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

Counsel to the Debtors

and Debtors in Possession

18
 EXHIBIT A

PROPOSED ORDER
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

)
In re ) Chapter 11
)
TRONOX INCORPORATED, et al., ) Case No. 09-10156 (ALG)
)
Debtors. ) Jointly Administered
)

ORDER AUTHORIZING TRONOX INCORPORATED AND

TRONOX WORLDWIDE LLC TO ENTER INTO THE FIRST WAIVER
AND AMENDMENT TO THE DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AND PAY CERTAIN FEES TO THE DIP LENDERS IN CONNECTION THEREWITH

Upon the motion (the “Motion”) of Tronox Incorporated, Tronox Worldwide LLC and

certain of their affiliates, as debtors in possession (collectively, the “Debtors”),1 for entry of an

order (the “Order”) authorizing Tronox Incorporated and Tronox Worldwide LLC to enter into

the First Waiver and Amendment to the DIP Credit Agreement and to pay certain Amendment

Fees to the DIP Agent and the DIP Lenders in connection therewith; and it appearing that the

relief requested in the Motion is in the best interests of the Debtors’ estates and stakeholders; and

it appearing that the First Waiver and Amendment has been negotiated in good faith and at arm’s

length between the Debtors and the DIP Agent; and it appearing that all of the Debtors’

obligations under and in connection with the First Waiver and Amendment, including the

obligation to pay the Amendment Fees, have been incurred in good faith as that term is used in

section 364(e) of the Bankruptcy Code; this Court having jurisdiction over this matter pursuant

to 28 U.S.C. §§ 157 and 1334; this proceeding being a core proceeding pursuant to 28 U.S.C. §

157; venue of this proceeding and this Motion in this District being proper pursuant to 28 U.S.C.

§§ 1408 and 1409; notice of the Motion and the opportunity for a hearing on the Motion being

1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.
appropriate under the particular circumstances; and after due deliberation and sufficient cause

appearing therefor, it is hereby ORDERED

1. The Motion is granted.

2. The First Waiver and Amendment is hereby approved.

3. Tronox Incorporated and Tronox Worldwide LLC are authorized to enter into the

First Waiver and Amendment and to perform all acts, to make, execute and deliver all

instruments and documents in connection therewith that may be reasonably required or necessary

for the performance of their obligations under the First Waiver and Amendment and to pay the

Amendment Fees.

4. Upon execution and delivery of the First Waiver and Amendment, the First

Waiver and Amendment shall constitute valid and binding obligations of each of the Debtors,

enforceable against each Debtor party thereto in accordance with the terms thereof. No

obligation or payment under the First Waiver and Amendment or this Order shall be stayed,

restrained, voidable, avoidable or recoverable under the Bankruptcy Code or under any

applicable law, or subject to any defense, reduction, setoff, recoupment or counterclaim.

5. Notwithstanding the possible applicability of Rules 6004(h), 7062, and 9014 of

the Federal Rules of Bankruptcy Procedure or otherwise, the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry.

6. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York

Dated:
__________________________________
Hon. Allan L. Gropper
United States Bankruptcy Judge

2
 EXHIBIT B

FIRST WAIVER AND AMENDMENT

 WAIVER AND AMENDMENT dated as of May 11, 2009
(this “Waiver”), to the Credit Agreement dated as of January 13,
2009 (as amended, supplemented or otherwise modified through the
date hereof, the “Credit Agreement”), among Tronox Incorporated
(“Holdings”), Tronox Worldwide LLC (the “Borrower”), the
Lenders from time to time party thereto, Credit Suisse, as
Administrative Agent (in such capacity, the “Administrative
Agent”) and JPMorgan Chase Bank, N.A., as Collateral Agent
(together with the Administrative Agent, the “Agents”).

WHEREAS, pursuant to the Credit Agreement, the Lenders have extended

credit to the Borrower;

WHEREAS, Holdings and the Borrower have informed the Lenders that
they have not complied, or will not be able to comply, with certain provisions of the Credit
Agreement and the Guarantee and Collateral Agreement (as defined in the Credit
Agreement) referred to in Sections 1 and 2 below and have requested that the Lenders
agree to amend and waive such provisions of the Credit Agreement and the Guarantee and
Collateral Agreement;

WHEREAS, the undersigned Lenders are willing to agree to such waivers

and amendments on the terms and subject to the conditions set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein

contained and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Waiver. Subject to satisfaction of the conditions set forth

below, the undersigned Lenders hereby permanently waive, as of the Waiver Effective
Date (as defined below), any Default that may have occurred as a result of (a) any
inaccurate representation made prior to the Waiver Effective Date in or non-compliance
prior to the Waiver Effective Date with, as the case may be, any of Sections 3.05, 3.06,
3.15, 3.17(a), (g) and (h) and 5.11 of the Credit Agreement, in each case to the extent
relating to or arising out of the understatement of actual or contingent environmental and
tort liabilities relating to the properties of the Borrower and its Subsidiaries set forth on
Schedule 1 hereto or the failure to take adequate reserves relating to such liabilities for
such properties, (b) the failure to deliver the financial statements of Holdings and its
consolidated Subsidiaries for the fiscal year ended December 31, 2008 and related
opinions, reports and certifications, in each case required to be delivered pursuant to
Section 5.04(a), (d), (e) and (f) of the Credit Agreement within 100 days after the end of
such fiscal year, (c) the failure to comply with Section 5.01 of the Credit Agreement to the
extent relating to the insolvency proceedings involving Tronox GmbH and Tronox
Pigments GmbH, (d) the failure to comply with Section 5.05 of the Credit Agreement prior
to the Waiver Effective Date to the extent relating to any of the matters included in this
 2

Section 1 and Section 2 of this Waiver and (e) the failure to comply with Section 5.13 of
the Credit Agreement and Section 5.07(a) of the Guarantee and Collateral Agreement prior
to the Waiver Effective Date, to the extent relating to the failure to meet the requirements
of clause (e) of the Collateral and Guarantee Requirement by the date required prior to
giving effect to this Waiver.

SECTION 2. Amendments to Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended by

adding the following definition in proper alphabetical order:

“First Waiver and Amendment” means the Waiver and Amendment dated
as of May 11, 2009, among Holdings, the Borrower, the Administrative Agent, the
Collateral Agent and the Lenders party thereto.

(b) Section 1.01 of the Credit Agreement is hereby further

amended by revising clause (e) of the definition of the term “Collateral and Guarantee
Requirement” in its entirety as follows:

“(e) on or prior to May 11, 2009, the requirements of the Guarantee and
Collateral Agreement relating to the concentration and application of
collections on Accounts shall have been satisfied; and”.

(c) Section 1.01 of the Credit Agreement is hereby further

amended by revising the definition of “Consolidated Net Income” by replacing the word
“and” immediately before clause (c) thereof with a comma and adding the following
immediately before the period at the end thereof:

“and (d) the income or loss of Tronox GmbH and Tronox Pigments GmbH”.

(d) Section 3.05(a) of the Credit Agreement is hereby amended

by inserting the following at the beginning of each of the second and third sentences
thereof:

“Except to the extent relating to or arising out of the understatement of

actual or contingent environmental and tort liabilities relating to the
properties of the Borrower and its Subsidiaries set forth on Schedule 1 to
the First Waiver and Amendment, or the failure to take adequate reserves
relating to such liabilities for such properties,”.

(e) Section 3.06 of the Credit Agreement is hereby amended by

inserting the following immediately after the words “Bankruptcy Cases” therein:

“and to the extent relating to or arising out of the understatement of actual

or contingent environmental and tort liabilities relating to the properties of
the Borrower and its Subsidiaries set forth on Schedule 1 to the First Waiver
and Amendment, or the failure to take adequate reserves relating to such
liabilities for such properties”.

[[3140053]]
 3

(f) Each of Sections 3.15 and 3.17(a), (g) and (h) of the Credit
Agreement is hereby amended by inserting the following at the beginning thereof:

“Except to the extent relating to or arising out of the understatement of

actual or contingent environmental and tort liabilities relating to the
properties of the Borrower and its Subsidiaries set forth on Schedule 1 to
the First Waiver and Amendment, or the failure to take adequate reserves
relating to such liabilities for such properties,”.

(g) Section 5.04(a) of the Credit Agreement is hereby amended

by replacing “100” with “220” in each instance in which it appears therein.

(h) Section 5.11 of the Credit Agreement is hereby amended by

deleting the words “and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP” therein.

(i) Section 5.17 of the Credit Agreement is hereby amended by

deleting such section in its entirety and replacing it with the following:

“SECTION 5.17. Sale of the Borrower. (a) On or prior to May 31, 2009
(which date may be extended by the Administrative Agent, in its sole
discretion, for up to an additional 10 Business Days), Holdings shall have
executed one or more asset purchase agreements, in form and substance
reasonably satisfactory to the Agents and which the Administrative Agent
shall have provided to the Lenders prior to its approval thereof, with a
“stalking horse” bidder or bidders providing, in the aggregate, for the sale
of all or substantially all of the assets of Holdings and its Subsidiaries under
Section 363 of the Bankruptcy Code. Within seven days after the date of
execution and delivery of such asset purchase agreements, Holdings shall
have filed a motion with the Bankruptcy Court seeking approval of such
asset purchase agreements.

(b) Holdings shall provide to the Agents’ counsel and financial advisor all
asset purchase agreements received by or on behalf of Holdings for the sale
of all or substantially all of the assets of Holdings and its Subsidiaries under
Section 363 of the Bankruptcy Code and all other agreements relating to
such asset purchase agreements and such additional information with
respect to such asset purchase agreements as the Agents’ professionals may
reasonably request.”

(j) Article V of the Credit Agreement is hereby amended by

adding a new Section 5.20 as follows:

“SECTION 5.20. Lender Updates. Holdings and the Borrower shall cause
members of senior management to participate in (i) telephone conference
calls with, and arranged by, the Agents and the Lenders at 11:00 a.m. (New
York City time) on Friday of each week (or less often, if so requested by the
Administrative Agent), or at such other time as may be reasonably

[[3140053]]
 4

acceptable to the Administrative Agent, Holdings and the Borrower and (ii)
a meeting with the Agents and the Lenders at a date and time to be
determined by the Administrative Agent and reasonably acceptable to
Holdings and the Borrower, during which calls and meeting it shall provide
any reasonable and non-privileged information that may reasonably be
requested regarding the status of and developments in the operations,
business affairs and financial condition of Holdings and its Subsidiaries,
including with respect to the process for the sale of all or substantially all of
the assets of Holdings and its Subsidiaries under Section 363 of the
Bankruptcy Code.”

(k) Clause (b)(i) of Section 6.04 of the Credit Agreement is

hereby amended by replacing “$5,000,000” with “(1) $7,500,000” and inserting the
following immediately after the words “at any time outstanding” in clause (i)(C)(y)
thereof:

“(no more than $2,500,000 of which loans and advances may be at any time
outstanding to Tronox Pigments (Holland) B.V.) and (2) the amount
permitted by clause (m) below to Tronox Pigments (Holland) B.V.”.

(l) Section 6.04 of the Credit Agreement is hereby further

amended by deleting the word “and” at the end of clause (k) thereof, replacing the period
at the end of clause (l) thereof with a semicolon and the word “and” and adding the
following new clause (m):

“(m) loans or advances made by the Borrower or any Subsidiary Guarantor

to Tronox Pigments (Holland) B.V. in an aggregate principal amount not to
exceed (i) $2,500,000 at any time outstanding following selection by
Holdings of a “stalking horse” bidder or bidders for the sale, in the
aggregate, of all or substantially all of the assets of Holdings and its
Subsidiaries under Section 363 of the Bankruptcy Code and disclosure to
the Administrative Agent of the name or names of such bidder or bidders
and such other information with respect to such bidder or bidders as the
Administrative Agent may reasonably request or (ii) $5,000,000 at any time
outstanding following the execution by Holdings of one or more asset
purchase agreements, in form and substance reasonably satisfactory to the
Agents, with such bidder or bidders providing for such sale; provided that
(i) any such loans or advances shall be evidenced by a promissory note
pledged to the Collateral Agent for the ratable benefit of the Secured Parties
and, to the extent permitted under applicable law, secured on a first priority
basis by substantially all assets of Tronox Pigments (Holland) B.V., (ii)
Tronox Pigments (Holland) B.V. shall use the proceeds of any such loans or
advances only for expenditures made in the ordinary course of business
consistent with its past practices and (iii) at any time that any such loans or
advances are outstanding, Tronox Pigments (Holland) B.V. shall not (A)
incur or permit to exist any other Indebtedness or (B) make any investment
in any other Subsidiary.

[[3140053]]
 5

SECTION 3. Amendments to Guarantee and Collateral Agreement.

Section 5.07(a) of the Guarantee and Collateral Agreement is hereby amended by inserting
“(i)” immediately following the words “provided that” and inserting the following
immediately before the period at the end thereof:

“and (ii) payments received in respect of Canadian Accounts may be

deposited in a deposit account of the Loan Parties at the Royal Bank of
Canada, which account shall not be required to be subject to a deposit
account control agreement; provided that the balance in such account shall
not exceed $250,000 at any time”.

SECTION 4. Certain Agreements. Holdings and the Borrower hereby

agree to file a motion with the Bankruptcy Court, in form and substance satisfactory to the
Administrative Agent, seeking approval of this Waiver.

SECTION 5. Representations and Warranties. To induce the other parties

hereto to enter into this Waiver, each of Holdings and the Borrower hereby represents and
warrants to each Lender and the Agents that, after giving effect to this Waiver:

(a) the representations and warranties of each Loan Party contained in any
Loan Document are true and correct on and as of the Waiver Effective Date, except
to the extent such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties are true and correct as of such
earlier date; and

(b) as of the Waiver Effective Date, no Default has occurred and is

continuing.

SECTION 6. Waiver Fees. The Borrower agrees to pay to the

Administrative Agent for the account of each Lender that executes and delivers a copy of
this Waiver to the Administrative Agent (or its counsel) at or prior to 5:00 p.m. New York
City time, on May 11, 2009 (or such other time or date on which the Administrative Agent
and the Borrower shall agree), a waiver fee (the “Waiver Fees”) in an amount equal to
0.50% of each such Lender’s Commitment as of such date. The Waiver Fees shall be
payable in immediately available funds on, and subject to the occurrence of, the Waiver
Effective Date.

SECTION 7. Conditions to Effectiveness. This Waiver shall become

effective on and as of the date on which each of the following conditions precedent is
satisfied in full (such date, the “Waiver Effective Date”):

(a) The Administrative Agent shall have received duly

executed counterparts hereof that, when taken together, bear the authorized signatures of
Holdings, the Borrower and the Required Lenders.

(b) The Administrative Agent shall have received the Waiver

Fees and all other amounts due and payable on or prior to the Waiver Effective Date,
including reimbursement or payment of all expenses required to be reimbursed or paid by

[[3140053]]
 6

the Borrower hereunder or under any other Loan Document to the extent such expenses
have been invoiced at least two Business Days prior to the Waiver Effective Date.

(c) The Bankruptcy Court shall have entered an order, in form

and substance reasonably satisfactory to the Administrative Agent, approving this Waiver.

SECTION 8. Credit Agreement. Except as specifically waived or amended

hereby, the Credit Agreement and the Guarantee and Collateral Agreement shall continue
in full force and effect in accordance with the provisions thereof as in existence on the date
hereof. After the Waiver Effective Date, any reference to the Credit Agreement or the
Guarantee and Collateral Agreement shall mean such Agreement as amended or modified
hereby. This Waiver shall constitute a Loan Document for all purposes of the Credit
Agreement and the other Loan Documents.

SECTION 9. Applicable Law. THIS WAIVER SHALL BE

CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE
BANKRUPTCY CODE.

SECTION 10. Counterparts. This Waiver may be executed in any number

of counterparts, each of which shall constitute an original but all of which when taken
together shall constitute but one agreement. Delivery of an executed signature page to this
Waiver by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall
be as effective as delivery of a manually signed counterpart of this Waiver.

SECTION 11. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Waiver and are not to affect the
construction or, or to be taken into consideration in interpreting, this Waiver.

[Remainder of page intentionally left blank]

[[3140053]]
 7

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be

duly executed by their respective authorized officers as of the day and year first written
above.

TRONOX INCORPORATED,

by
Name:
Title:

TRONOX WORLDWIDE LLC,

by
Name:
Title:

[[3140053]]
 8

CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, individually and as
Administrative Agent,

by

Name:
Title:

by

Name:
Title:

[[3140053]]
 9

SIGNATURE PAGE TO WAIVER DATED AS

OF MAY ___, 2009, IN RESPECT OF THE
CREDIT AGREEMENT DATED AS OF
JANUARY 13, 2009, AMONG TRONOX
INCORPORATED, TRONOX WORLDWIDE
LLC, THE LENDERS FROM TIME TO TIME
PARTY THERETO, CREDIT SUISSE, AS
ADMINISTRATIVE AGENT, AND
JPMORGAN CHASE BANK, N.A., AS
COLLATERAL AGENT.

Lender Name: ______

by

Name:
Title:

[[3140053]]
 SCHEDULE 1
Properties

All properties owned, formerly owned, operated or formerly operated by Holdings or any
of the Subsidiaries or any of their respective predecessors.

[[3140053]]