##### 



Exhibit 10.19
  Amendment Credit Agreement Holdings Borrower Lenders Arrangers Syndication Agent Documentation
Agents Administrative Agent
 W I T N E S S E T H
    Defined Terms
 Amendments to Credit Agreement
 Consolidated Total Leverage Ratio
 Consolidated TotalFiscal Year
    
    Leverage RatioFiscal Year 2007
    
    
    3.75xFiscal Year 2008
    
    
    3.50xFiscal Year 2009
    
    
    3.00xFiscal Year 2010
    
    
    2.50xFiscal Year 2011
    
    
    2.50x
 1




---



##### 



Consolidated Interest Coverage Ratio
 Consolidated InterestPeriods
    
    Coverage RatioFiscal Year 2007
    
    
    2.00xFiscal Quarters ended March 31, 2008 and
June 30, 2008
    
    
    2.50xFiscal Quarters ended September 30, 2008
and 
December 31, 2008
    
    
    3.00xFiscal Year 2009
    
    
    4.00xFiscal Year 2010
    
    
    4.00xFiscal Year 2011
    
    
    4.00x
 Representations and Warranties
    2




---



##### 



Conditions to Effectiveness Amendment Effective
Date
  Exhibit A Acknowledgment and Consent
 Exhibit B Lender Consent
Letter),
   Payment of Fees and Expenses
  3




---



##### 



Confirmation of Loan Documents by Loan Parties
    Counterparts.
 Severability
 Integration
 GOVERNING LAW
 Submission To Jurisdiction; Waivers
 4




---



##### 



Ratification.
 [ Signature Page to Follow ]
 5




---



##### 



TRONOX INCORPORATEDBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and
Chief Financial Officer TRONOX WORLDWIDE LLCBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and
Chief Financial Officer LEHMAN COMMERCIAL PAPER INC., asAdministrative AgentBy:
    
    /s/ Michael E. MastersName:
    
    Michael E. MastersTitle:
    
    Authorized Signatory




---



##### 



ACKNOWLEDGMENT AND CONSENT
 Amendment Credit Agreement Holdings Borrower Lenders Arrangers Syndication Agent Documentation Agents Administrative Agent Guarantee and Collateral Agreement Grantors
  [ Signature Page to Follow ]
 A-1




---



##### 



TRONOX INCORPORATEDBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRONOX FINANCE CORP.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and
Chief Financial Officer TRONOX WORLDWIDE LLCBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer CIMARRON CORPORATIONBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRONOX HOLDINGS, INC.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer  A-2




---



##### 



TRIPLE S MINERALS RESOURCES CORPORATIONBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRONOX PIGMENTS (SAVANNAH) INC.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRIPLE S REFINING CORPORATIONBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer SOUTHWESTERN REFINING COMPANY, INC.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRANSWORLD DRILLING COMPANYBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer  A-3




---



##### 



TRIANGLE REFINERIES, INC.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRIPLE S, INC.By:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer TRONOX LLCBy:
    /s/ Mary MikkelsonMary MikkelsonSenior Vice President and

Chief Financial Officer  A-4




---



##### 



LENDER CONSENT LETTER
 
 To:
    
    Lehman Commercial Paper Inc.,as Administrative Agent745 Seventh AvenueNew York, New York 10019Attn: []
  Credit Agreement Holdings Borrower Lenders Arrangers Syndication Agent Documentation Agents Administrative Agent
 Amendment
  Very truly yours,(NAME OF LENDER)
 By:Name:Title:   B-1