exv10w3






Exhibit 10.3




EQUITY COMMITMENT AGREEMENT




December 20, 2009




Ladies and Gentlemen:




          Subject to the approval of this Equity Commitment Agreement (this “Agreement”) by the
Bankruptcy Court (as defined below), Tronox Incorporated, a Delaware corporation (as a
debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to
implement a plan of reorganization (the “Plan”), pursuant to which, inter alia, a newly
formed, wholly-owned subsidiary of the Company (“New Tronox”) will offer and sell shares of
its new common stock, par value $0.01 per share (the “New Common Stock”), pursuant to a
rights offering (the “Rights Offering”) whereby each holder of Senior Notes (as defined
below) and any other holder of an allowed unsecured claim against the Debtors (other than
Environmental Claims) (each, a “Claim”), who is an institutional “accredited investor,” as
such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the
“Securities Act”), and who holds a Claim in excess of $25,000 (each, an “Eligible
Holder”), as of the date (the “Record Date”) fixed by the Bankruptcy Court for the
solicitation of acceptances and rejections of the Plan, shall be offered the right (each, a
“Right”) to purchase up to its pro rata share, based on the amount of such Claim (the
“Holder Pro Rata Share”), of 10,096,154 shares of New Common Stock (each, a
“Share”, and collectively, the “Offered Shares”) at a purchase price of $10.40 per
Share (the “Purchase Price”). Terms not otherwise defined herein shall have the meaning
ascribed to such terms in Attachment A.



          WHEREAS, in order to facilitate the Rights Offering, pursuant to this Agreement, and subject
to the terms, conditions and limitations set forth herein, each of the parties set forth on
Schedule 1 hereto (collectively, the “Backstop Parties”), hereby severally (and not
jointly or jointly and severally) commits to purchase on the effective date of the Plan (the
“Effective Date”), and the Company commits to cause New Tronox to sell, for the Purchase
Price per share, that percentage of the Unsubscribed Shares (as defined below) set forth opposite
such Backstop Party’s name on Schedule 1 (the “Commitment Percentage”). For
purposes of this Agreement, “Unsubscribed Shares” shall mean the Offered Shares not
purchased by Eligible Holders in the Rights Offering on or before the Expiration Time (as defined
below).



          WHEREAS, the Company will conduct the Rights Offering pursuant to the Plan, which shall
include the terms set forth in the term sheet attached hereto as Exhibit A, (the “Term
Sheet”) and such other terms and conditions as (i) the Company, (ii) the Ad-Hoc Committee (the
“Committee”) of holders of the 9.5% senior unsecured notes (the “Senior Notes”)
issued under the Indenture, dated November 28, 2005, between Tronox Worldwide LLC, as issuer, and
Citibank N.A., as indenture trustee, and any other Backstop Party, (iii) the United States of
America (the “United States”) and (iv) the official committee of unsecured creditors of
Tronox (the “UCC”) deem necessary or desirable and which terms shall not (a) adversely
affect the obligations or rights of the Backstop Parties hereunder, (b) cause any representation or
warranty contained herein to be incorrect or (c) be inconsistent with the terms of the Term Sheet,
and which Rights Offering shall be approved by the Bankruptcy Court for the Southern District of
New York (the “Bankruptcy Court”) administering the Company’s and certain of its



 









 





Subsidiaries’ (collectively, the “Debtors”) chapter 11 proceedings (the “Chapter 11 Cases”)
under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., (the “Bankruptcy
Code”).




          WHEREAS, simultaneously with the delivery of this Agreement, (i) the Company, each of the
Backstop Parties, the UCC and certain other parties have entered into the Plan Support Agreement,
attached hereto as Exhibit B (the “Plan Support Agreement”) and (ii) the Credit
Agreement has been entered into.



          NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and
covenants set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the Company and the Backstop
Parties hereby agree as follows:



1. The Rights Offering. The Rights Offering will be conducted as follows:




     (a) Subject to the terms and conditions of this Agreement, the Company hereby undertakes to
cause New Tronox to offer Shares for subscription by holders of Rights as set forth in this
Agreement.



     (b) In connection with the Plan, the Company shall issue Rights to purchase 10,096,154 Shares
in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up
to its Holder Pro Rata Share of the Offered Shares at the Purchase Price per Share. The ballot
form(s) (the “Ballots”) distributed to Eligible Holders in connection with the solicitation
of acceptance of the Plan shall provide a means whereby each Eligible Holder may exercise its
Right. The Rights may be exercised during a period (the “Rights Exercise Period”)
specified in the Plan, which period will commence on the date the Ballots are distributed and will
end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time”
means 5:00 p.m., New York City time, on the 20th calendar day (or if such day is not a Business
Day, the next Business Day) from and including the date the Ballots are distributed under the Plan,
or such later date as the Company, subject to the approval of the Required Backstop Parties (as
defined below), may specify in a notice provided to the Backstop Parties before 9:00 a.m., New York
City time, on the Business Day before the then-effective Expiration Time. For the purposes of this
Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in New York City are generally authorized or obligated
by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy
Court, the Plan shall provide that in order to exercise a Right, each Eligible Holder, other than
the Backstop Parties, shall, prior to the Expiration Time, (i) return a duly executed Ballot to the
Subscription Agent (as defined below), which indicates the election of such Eligible Holder to
purchase Shares and such Eligible Holder’s vote to accept the Plan, and (ii) pay an amount equal to
the full aggregate Purchase Price for the number of Shares elected to be purchased by such Eligible
Holder by wire transfer of immediately available funds reasonably in advance of the date on which
the hearing to confirm the Plan is scheduled to commence, but in no event no less than ten (10)
Business Days prior to the Effective Date, to an escrow account established by the Company or New
Tronox for the Rights Offering.



     (c) The Rights will not be transferrable, and can be exercised in part or in full.



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     (d) New Tronox will issue the Shares to the Eligible Holders with respect to which Rights were
validly exercised by such holder, upon the Effective Date. If the exercise of a Right would result
in the issuance of a fractional share of New Common Stock, then the number of shares of New Common
Stock to be issued in respect of such Right will be calculated to one decimal place and rounded
down to the next lower whole share.



     (e) The Plan will provide that the Company, New Tronox or the Subscription Agent will give
notice to each Eligible Holder with respect to which Rights were validly exercised by such holder,
advising them of (i) the number of whole shares of New Common Stock that they are bound to purchase
pursuant to the Rights Offering, and the aggregate Purchase Price thereof and (ii) the date or time
after the notice by which a wire transfer of such aggregate Purchase Price must be received and
(iii) wire transfer instructions for wiring such aggregate Purchase Price to the subscription agent
for the Rights Offering (the “Subscription Agent”) or another person designated by the
Company or New Tronox.



     (f) If the Subscription Agent for any reason does not receive from an Eligible Holder both a
timely and duly completed Ballot and timely payment of such holder’s Purchase Price prior to the
Expiration Time, the Plan shall provide that such Eligible Holder shall be deemed to have
irrevocably relinquished and waived its right to participate in the Rights Offering.



     (g) The Company hereby agrees and undertakes to give or cause New Tronox to give, or instruct
the Subscription Agent to give, the Backstop Parties, by electronic facsimile transmission or by
electronic mail, a notice conforming to the requirements specified herein of either (i) the number
of Unsubscribed Shares and the aggregate Purchase Price therefor (each, a “Purchase
Notice”) or (ii) in the absence of any Unsubscribed Shares, the fact that there are no
Unsubscribed Shares and that the Backstop Commitment (as defined below) is terminated (each, a
“Satisfaction Notice”) as soon as practicable after the Expiration Time and, in any event,
not less than seven (7) Business Days prior to the Effective Date (the date of transmission of
confirmation of a Purchase Notice or a Satisfaction Notice, the “Determination Date”).



     (h) The Company and New Tronox will prepare an offering memorandum for the Rights Offering,
which offering memorandum shall be used for purposes of offering the Offered Shares pursuant to the
Rights, and which shall be reasonably acceptable to the Required Backstop Parties in all material
respects.



     (i) The Offered Shares will be issued without registration under the Securities Act in
reliance upon the exemption from registration under the Securities Act provided by Section 4(2) of
the Securities Act.



     (j) Notwithstanding anything to the contrary in this Agreement, in the event an Eligible
Holder fails to vote to accept the Plan, or otherwise objects to the Plan or files with the
Bankruptcy Court an objection, motion or any other type of writing without the consent of Required
Backstop Parties, such Eligible Holder shall have no right to receive any Offered Shares pursuant
to the Rights Offering or otherwise.



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2. The Backstop Commitment.




     (a) Subject to the conditions set forth in Section 7, each Backstop Party agrees,
severally (and not jointly or jointly and severally), to subscribe for and purchase on the
Effective Date, and the Company agrees to cause New Tronox to sell and issue, at the aggregate
Purchase Price therefor, such Backstop Party’s Commitment Percentage of Unsubscribed Shares as of
the Expiration Time (the “Backstop Commitment”).



     (b) Subject to the entry of a final, non-appealable Confirmation Order (as defined below) in
accordance with the Term Sheet, New Tronox will pay to the Backstop Parties an aggregate backstop
commitment fee of 403,846 shares of New Common Stock, representing four percent (4%) of the Offered
Shares (the “Backstop Fee”), distributed in accordance with the Commitment Percentage, to
compensate each such Backstop Party for the risk of its undertakings herein. The Backstop Fee will
be earned upon the execution of this Agreement, will be payable on the Effective Date, whether or
not any Unsubscribed Shares are purchased pursuant to the Backstop Commitment and will be
nonrefundable when paid. Notwithstanding the foregoing, if the Effective Date should not occur and
this Agreement is terminated in accordance with the provisions hereof, (i) the Backstop Fee shall
be paid in cash on the date of such termination, if terminated by the Company, and within two (2)
Business Days if terminated by the Backstop Parties, and shall be an amount equal to four percent
(4%) of the Purchase Price of the Offered Shares (i.e., $4.2 million), and (ii) the full amount of
the Backstop Fee and the Extension Fee (as defined below), if applicable, shall constitute
administrative expenses of the Company under section 364(c)(1) of the Bankruptcy Code. In addition
to the Backstop Fee, the Backstop Parties shall be entitled to an extension fee (the “Extension
Fee”) equal to two percent (2%) of the Purchase Price of the Offered Shares (i.e., $2.1
million), in the event the Extension Event occurs. The Extension Fee shall be payable in cash upon
delivery of the notice with respect to the Extension Event. The Backstop Parties agree that they
shall not be entitled to any fee or payment other `than as provided in this Section 2(b)
and Section 2(c) in connection with the Backstop Commitment or this Agreement and hereby
irrevocably waive all rights to other fees and payments from any Debtor, any of their respective
Affiliates or New Tronox in connection with the Backstop Commitment.



     (c) Subject to the procedures set forth in the work fee order (but not the fee and expense cap
set forth therein), the Company will reimburse or pay, as the case may be, the reasonable and
documented out-of-pocket expenses of the Backstop Parties, including the reasonable and documented
fees and expenses of Broadpoint Capital, Inc., financial advisor to the Backstop Parties, as set
forth in its engagement letter attached as Exhibit D, and Milbank, Tweed, Hadley & McCloy
LLP, legal advisor to the Committee and the Backstop Parties and reasonable and documented fees and
expenses of any other professionals reasonably retained by the Backstop Parties in connection with
the transactions contemplated hereby (collectively, “Transaction Expenses”); provided, that
the Company shall not be responsible for the fees or expenses of more than one financial advisor or
more than one firm of counsel, together with appropriate local counsel to the Committee and the
Backstop Parties. Such reimbursement or payment shall be made by the Company within five (5)
Business Days of presentation of an invoice approved by the Committee and/or the Backstop Parties,
as the case may be, without Bankruptcy Court review or further Bankruptcy Court order (but subject
to any conditions imposed by the Bankruptcy Court), whether or not the transactions contemplated
hereby are



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consummated, provided, however, that any payment of a fee to the Backstop Parties’ financial
advisor shall be conditioned upon the consummation of the transactions contemplated by this
Agreement, in which case payment of such fee shall be made on the Effective Date. These
obligations are in addition to, and do not limit, the Company’s obligations under Section
8. The provision for the payment of the Transaction Expenses is an integral part of the
transactions contemplated by this Agreement, and without this provision, the Backstop Parties would
not have entered into this Agreement and shall constitute an administrative expense of the Company
under section 364(c)(1) of the Bankruptcy Code.




     (d) As promptly as practicable, but in any event at least five (5) Business Days prior to the
Effective Date, the Company will provide a Purchase Notice or a Satisfaction Notice to the Backstop
Parties as provided above, setting forth a true and accurate determination of the aggregate number
of Unsubscribed Shares, if any; provided, that on the Effective Date the Backstop Parties will
purchase, and the Company will sell, only such number of Unsubscribed Shares as are listed in the
Purchase Notice, without prejudice to the rights of the Backstop Parties to seek later an upward or
downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate.



     (e) Delivery of the Unsubscribed Shares will be made by the Company to the accounts of the
Backstop Parties (or to such other accounts as the Backstop Parties may designate in writing to the
Company at least two Business Days prior to the Effective Date) at 9:00 a.m., New York City time,
on the Effective Date against payment of the aggregate Purchase Price for the Unsubscribed Shares
by wire transfer at least one (1) Business Day prior to the Effective Date of federal (same day)
funds to the account specified by the Company to the Backstop Parties at least three (3) Business
Days in advance.



     (f) All Unsubscribed Shares will be delivered with any and all issue, stamp, transfer or
similar taxes or duties payable in connection with such delivery duly paid by the Company to the
extent required under the Confirmation Order or applicable law.



     (g) The documents to be delivered on the Effective Date by or on behalf of the parties hereto
and the Unsubscribed Shares will be delivered at the offices of Kirkland & Ellis LLP, 601 Lexington
Avenue, New York, NY 10022, Attention: Andrew E. Nagel.



     (h) Notwithstanding anything to the contrary in this Agreement, the Backstop Parties, in their
sole discretion, may designate in writing at least two (2) Business Days prior to the Effective
Date that some or all of the Shares be issued in the name of, and delivered to, one or more of
their affiliates or to any other person or entity and provide all information reasonably requested
by the Company in connection therewith.



     (i) No Backstop Party shall have any liability for the Backstop Commitment of any other
Backstop Party.



3. Representations and Warranties of the Company. The Company hereby represents and
warrants to the Backstop Parties, on the date hereof (except as set forth in Section 3(s),
below) and on the Effective Date, that the following statements are true and correct (it being
understood and agreed that (i) none of the representations and warranties contained herein shall
relate in any




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way to the Legacy Assets, any liabilities related thereto and any other liabilities that, in each
case, will not be acquired or assumed by New Tronox, and (ii) the representations and warranties
made on the Effective Date are deemed to be made concurrently with the consummation of the
transactions contemplated hereby):




     (a) Projections. On and as of the date hereof, the projections of Tronox Worldwide
LLC, a Delaware limited liability company (“Tronox Worldwide”), and its Subsidiaries for
the period commencing with the date hereof through December 31, 2013 (the “Projections”)
are based on good faith estimates and assumptions made by the management of the Company; provided,
that the Projections are not to be viewed as facts and that actual results during the period or
periods covered by the Projections may differ from such Projections and that the differences may be
material; provided, further, that as of the date hereof, management of Tronox Worldwide believed
that the Projections were reasonable and attainable.



     (b) Organization; Requisite Power and Authority; Qualification.



          (i) Company and Subsidiaries. Each of the Company and its Subsidiaries (A) is duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization
as identified in Schedule 3(b), (B) has all requisite power and authority to own and
operate its properties, to carry on its business as now conducted and as proposed to be conducted,
and the Company, upon entry by the Bankruptcy Court of the ECA Order, has all requisite power and
authority to enter into this Agreement and to carry out the transactions contemplated hereby, and
(C) is qualified to do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except in jurisdictions
where the failure to be so qualified or in good standing has not had, and could not be reasonably
expected to have, a Material Adverse Effect.



          (ii) New Tronox.



               (A) On the date of the Rights Offering and on the Effective Date, New Tronox (1) will be
duly
organized, validly existing and in good standing under the laws of its jurisdiction of
organization, (2) will have all requisite power and authority to own and operate its properties, to
carry on its business as then conducted and as proposed to be conducted, and (3) will be qualified
to do business and in good standing in every jurisdiction where its assets will be located and
wherever necessary to carry out its business and operations.



               (B) Unless otherwise agreed to by the Required Backstop Parties, at the Effective Date, New
Tronox shall have authorized for issuance 50,000,000 shares of New Common Stock and 1,000,000
shares of preferred stock, with a par value to be determined by the Required Backstop Parties. At
the Effective Date, after giving effect to the distributions under the Plan, the purchase of Shares
pursuant to the Rights Offering and the purchase and issuance of Shares under this Agreement, there
will be issued and outstanding 15,000,000 shares of New Common Stock. Except as set forth in the
preceding sentence, at the Effective Date (i) there will not be issued or outstanding any shares of
capital stock of New Tronox, or any options, right, warrants, convertible or exchangeable
securities or other instruments obligating New Tronox to issue, or Tronox to cause to be issued,
any shares of capital stock of New Tronox and (ii) there will not be any contracts, agreements or
other arrangements obligating New Tronox to issue, or



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Tronox to cause to be issued, or entitling any person to purchase, any shares of capital stock
of New Tronox.




               (C) On the Effective Date, except to the extent set forth in the Environmental Settlement
Documents and the Plan, New Tronox shall have no liabilities or obligations under any
environmental, health or safety laws arising out of or related to facts, events or circumstances
occurring or in existence prior to the Effective Date other than such liabilities or obligations
arising out of or related to the ownership or operation of the real property owned or leased by New
Tronox.



     (c) Due Authorization.



          (i) Upon entry by the Bankruptcy Court of the ECA Order, the execution, delivery and
performance of this Agreement have been duly authorized by all necessary corporate action on the
part of the Company.



          (ii) The distribution of the Rights and issuance of the New Common Stock on the Effective Date
will have been duly and validly authorized by all necessary corporate action of the Company or New
Tronox, as applicable.



          (iii) Subject to entry of the Confirmation Order and the expiration, or waiver by the
Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rule 3020(e), on the Effective Date,
the Debtors and New Tronox will have the requisite corporate or other entity power and authority to
execute the Plan and to perform their obligations thereunder, and will have taken all necessary
corporate other entity actions required for the due authorization, execution, delivery and
performance by the Debtors and New Tronox of the Plan.



     (d) Binding Obligation.



          (i) Upon entry by the Bankruptcy Court of the ECA Order, this Agreement has been duly executed
and delivered by the Company and, upon entry by the Bankruptcy Court of the ECA Order, is the
legally valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability.



          (ii) Subject to the approval of this Agreement by the Bankruptcy Court, the Shares, when
issued and sold pursuant to the valid exercise of Rights or issued and sold to the Backstop Parties
hereunder, will, when issued and delivered against payment therefor in the Rights Offering or to
the Backstop Parties hereunder, be duly and validly issued, fully paid and non-assessable, and free
and clear of all Liens, and shall not be subject to any pre-emptive or similar rights.



          (iii) The Plan will be duly and validly filed with the Bankruptcy Court by the Debtors and,
upon the entry of the ECA Order and the expiration, or waiver by the Bankruptcy Court, of the
14-day period set forth in Bankruptcy Rule 3020(e), will constitute the valid and binding
obligation of the Debtors and New Tronox, enforceable against the Debtors and New Tronox in
accordance with its terms, subject to general equitable principles.



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     (e) No Conflict. Subject to the entry of the Confirmation Order and the expiration,
or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rules 6004(h) and
3020(e), as applicable, and except as set forth on Schedule 3(e), the distribution of the
Rights, the issuance, sale and delivery of New Common Stock upon exercise of the Rights and the
consummation of the Rights Offering by New Tronox and the execution and delivery (or, with respect
to the Plan, the filing) by the Company of this Agreement and the Plan and compliance by the
Debtors and New Tronox with all of the provisions hereof and thereof and the consummation of the
transactions contemplated herein and therein do not and will not (i) violate (A) any provision of
any law or any governmental rule or regulation applicable to the Company or any of its Subsidiaries
(including New Tronox), (B) any of the Organizational Documents of the Company or any of its
Subsidiaries (including New Tronox), or (C) any order, judgment or decree of any court or other
agency of government binding on the Company or any of its Subsidiaries (including New Tronox); (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of the Company or any of its Subsidiaries (including New
Tronox); (iii) result in or require the creation or imposition of any Lien upon any of the
properties or assets of the Company or any of its Subsidiaries (including New Tronox) (other than
any Liens created under the Credit Agreement); or (iv) require any approval of stockholders,
members or partners or any approval or consent of any Person under any Contractual Obligation of
the Company or any of its Subsidiaries (including New Tronox), except for such approvals or
consents which will be obtained on or before the Effective Date and which are set forth on
Schedule 3(e), except in any such case described in subclause (i)(A), (i)(C) or (ii) as
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.



     (f) Governmental Consents. Upon entry by the Bankruptcy Court of the Confirmation
Order, the consummation of the transactions contemplated by this Agreement do not and will not
require any filing or registration with, consent or approval of, or notice to, or other action to,
with or by, any Governmental Authority, except for (i) the entry of the Confirmation Order and the
expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rules
6004(h) and 3020(e), as applicable; (ii) filings with respect to and the expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. §§
15c-15h, 18a) (as amended, the “HSR Act”), if applicable, (iii) such registrations,
consents, approvals, notices or other actions as may be reasonably required under state securities
or “blue sky” laws in connection with the purchase of Unsubscribed Shares by the Backstop Parties;
and (iv) such registrations, consents, approvals, notices or other actions set forth on
Schedule 3(f).



     (g) Historical Financial Statements. The Historical Financial Statements (other than
restatements due to environmental or tort liabilities) were prepared in conformity with GAAP and
fairly present, in all material respects, the financial position, on a consolidated basis, of the
Persons described in such financial statements as at the respective dates thereof and the results
of operations and cash flows, on a consolidated basis, of the entities described therein for each
of the periods then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year end adjustments.



     (h) No Registration Requirement. Based in part upon the representations and
warranties of the Backstop Parties set forth in Section 4(h), none of the offer or issuance
of the



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Rights, the offer or sale of the Shares pursuant to the exercise of any of the Rights or the
offer or sale of the Shares to the Backstop Parties pursuant to this Agreement requires any
registration of the Shares or the Rights under the Securities Act, any state securities or “blue
sky” laws or any foreign securities laws. No form of general solicitation or general advertising
was used or will be used in connection with the offering or sale of the Rights or the Shares and
none of the Company, any of its Subsidiaries, New Tronox, or anyone acting on its or their behalf
has taken or will take any action that would render unavailable the exemption from registration
provided by Section 4(2) of the Securities Act or otherwise subject the issuance or sale of the
Rights or the Shares to the registration requirements of Section 5 of the Securities Act or to the
registration requirements of any state securities or “blue sky” laws or any foreign securities laws
(including, without limitation, offering the Rights or Shares for sale to, or soliciting any offer
to buy any of the same from, any person or under any circumstances that would render such exemption
unavailable). None of the Company or its Subsidiaries (including New Tronox), nor any person
acting on its or their behalf, has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that could cause this
offering of the Unsubscribed Shares to be integrated with any other offerings by the Company or New
Tronox for purposes of the Securities Act, nor will the Company or its affiliates take any action
or steps that could cause the offering of the Shares to be integrated with other offerings.




     (i) No Material Adverse Effect. Since September 30, 2008, other than the filing of
the Chapter 11 Cases, no event, circumstance or change has occurred that has caused or evidences,
or would reasonably be expected to result in, either in any case or in the aggregate, a Material
Adverse Effect.



     (j) Compliance with Statutes, Etc. Each of the Company and its Subsidiaries is in
compliance with all applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all Governmental Authorities, in respect of the conduct of its business and the
ownership of its property, except such non-compliance that, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect.



     (k) No Defaults. Neither the Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or conditions contained
in any of its Post-Petition Contractual Obligations other than as a result of the filing of the
Chapter 11 Cases (and any payment default directly related to such filing), and no condition exists
which, with the giving of notice or the lapse of time or both, would constitute such a default,
except where the consequences, direct or indirect, of such default or defaults, if any, would not
reasonably be expected to have a Material Adverse Effect.



     (l) Material Contracts. Schedule 3(l) contains a true, correct and complete
list of all the Material Contracts in effect on the date hereof, and except as described thereon,
all such Material Contracts are in full force and effect and no Post-Petition defaults exist
thereunder on the date hereof other than as a result of the filing of the Chapter 11 Cases (and any
payment default directly related to such filing as of the date hereof).



     (m) Adverse Proceedings, Etc. Except for the Chapter 11 Cases, there are no Adverse
Proceedings, individually or in the aggregate, that would reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries (i) is in violation of



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any applicable laws that, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect, or (ii) is subject to or in default with respect to any final
judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.




     (n) Employee Matters. Neither the Company nor any of its Subsidiaries is engaged in
any unfair labor practice that would reasonably be expected to have a Material Adverse Effect.
There is (i) no unfair labor practice complaint pending against the Company or any of its
Subsidiaries, or to the best knowledge of the Company, threatened against any of them before the
National Labor Relations Board and no grievance or arbitration proceeding arising out of or under
any collective bargaining agreement that is so pending against the Company or any of its
Subsidiaries or to the best knowledge of the Company, threatened against any of them, (ii) no
strike or work stoppage in existence or threatened involving the Company or any of its
Subsidiaries, and (iii) to the best knowledge of the Company, no union representation question
existing with respect to the employees of the Company or any of its Subsidiaries and, to the best
knowledge of the Company, no union organization activity that is taking place, except (with respect
to any matter specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect.



     (o) Properties.



          (i) Title. Each of the Company and its Subsidiaries has, and upon consummation of the
transactions contemplated hereby and by the Plan, at the Effective Date, New Tronox will have (A)
good, sufficient and legal title to (in the case of fee interests in real property), (B) valid
leasehold interests in (in the case of leasehold interests in real or personal property), (C) valid
licensed rights in (in the case of licensed interests in Intellectual Property) and (D) good title
to (in the case of all other personal property), all of their respective properties and assets
reflected in their respective Historical Financial Statements (as restated) referred to in
Section 3(g) and in the most recent financial statements delivered pursuant to Section
5(l), in each case, except for (x) assets disposed of since the date of such financial
statements in the ordinary course of business and (y) the Legacy Assets. All such properties and
assets are free and clear of Liens other than Permitted Liens.



          (ii) Real Estate. As of the date hereof, Schedule 3(o)(ii) contains a true,
accurate and complete list of (A) all Real Estate Assets, and (B) all leases, subleases or
assignments of leases (together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Real Estate Asset of the Company and its Subsidiaries,
regardless of whether such Person is the landlord or tenant (whether directly or as an assignee or
successor in interest) under such lease, sublease or assignment. Each agreement listed in clause
(B) of the immediately preceding sentence is in full force and effect, and the Company does not
have knowledge of any default that has occurred and is continuing thereunder, and each such
agreement constitutes the legally valid and binding obligation of the Company and its Subsidiaries,
enforceable against such Person in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles.




- 10 -












 





     (p) Investment Company Act. The Company is not, and immediately after giving
effect to the offering and sale of the New Common Stock and the application of the proceeds
thereof, New Tronox will not be, an “investment company” or an entity “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission thereunder.



     (q) Employee Benefit Plan. The Company, each of its Subsidiaries and each of their
respective ERISA Affiliates are in compliance with all applicable provisions and requirements of
ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder
with respect to each Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section
401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal
Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred
subsequent to the issuance of such determination letter which would cause such Employee Benefit
Plan to lose its qualified status. No liability to the PBGC (other than required premium
payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under
Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or
any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur.
Except to the extent required under Section 4980B of the Internal Revenue Code or similar state
laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries
or any of their respective ERISA Affiliates. The present value of the aggregate benefit
liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of
its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan
year on the basis of the actuarial assumptions specified for funding purposes in the most recent
actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the
assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of the Company, its Subsidiaries
and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan
(within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a
complete withdrawal from all Multiemployer Plans, based on information available pursuant to
Section 4221(e) of ERISA is zero. The Company, each of its Subsidiaries and each of their ERISA
Affiliates have complied with the requirements of Section 515 of ERISA with respect to each
Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a Multiemployer Plan.



     (r) Certain Fees. Except as set forth on Schedule 3(r), no broker’s or
finder’s fee or commission will be payable with respect to the transactions contemplated hereby,
except as payable to the Backstop Parties.



     (s) New Sale Agreement Representations. The representations and warranties set forth
in the New Sale Agreement (as defined below) shall be deemed to be incorporated by reference in
this Agreement as if set forth herein and to be made by the Company and the other Debtors, jointly
and severally, as of the date of such New Sale Agreement and as of the Effective Date.



 - 11 - 









 





4. Representations and Warranties of the Backstop Parties. Each of the Backstop Parties,
severally and not jointly, represents and warrants to, and agrees, with respect to itself only,
with, the Company as set forth below. Each representation, warranty and agreement is made as of
the date hereof and as of the Effective Date:




     (a) Organization. Such Backstop Party has been duly incorporated or formed, as the
case may be, and is validly existing as a corporation, a limited partnership, a limited liability
company or other business organization, as the case may be, in good standing under the laws of its
jurisdiction of incorporation or organization.



     (b) Corporate Power and Authority. Such Backstop Party has the requisite power and
authority to enter into, execute and deliver this Agreement and to perform its obligations
hereunder and has taken all necessary action required for the due authorization, execution,
delivery and performance by it of this Agreement.



     (c) Execution and Delivery. This Agreement has been duly and validly executed and
delivered by such Backstop Party and constitutes its valid and binding obligation, enforceable
against such Backstop Party in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.



     (d) No Conflicts. The execution, delivery, and performance by such Backstop Party of
this Agreement do not and shall not (i) violate any provision of its certificate of incorporation
or by-laws (or other organizational documents) or any law, rule, or regulation applicable to it or
(ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both)
a default under any material contractual obligation to which it is a party or under its certificate
of incorporation or by-laws (or other organizational documents).



     (e) Legal Proceedings. No litigation or proceeding before any court, arbitrator, or
administrative or governmental body is pending against it that could reasonably be expected to
adversely affect such Backstop Party’s ability to enter into this Agreement or perform its
obligations hereunder.



     (f) Consents and Approvals. No consent, approval, order, authorization, registration
or qualification of or with any court or governmental agency or body having jurisdiction over such
Backstop Party or such Backstop Party’s affiliates, is required in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby, except
for any consent, approval, order or authorization required under the Bankruptcy Code.



     (g) Sufficiency of Funds. Such Backstop Party has, or is the investment advisor or
investment manager for entities that have, and on the Effective Date will have or is the investment
advisor or investment manager for entities that will have, sufficient immediately available funds
to make and complete the payment of the aggregate Purchase Price for its portion of the
Unsubscribed Shares and the availability of such funds is not subject to the consent, approval or
authorization of any third party.



 - 12 - 









 





     (h) Sophistication and Investment Intent. Such Backstop Party has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the New Common Stock, and has so evaluated
the merits and risks of such investment. Such Backstop Party is, as of the date hereof and will be
as of the Effective Date, an “accredited investor” within the meaning of Rule 501(a) under the
Securities Act. Such Backstop Party understands and is able to bear any economic risks associated
with such investment (including, without limitation, the complete loss of such investment). Such
Backstop Party is acquiring the New Common Stock in good faith solely for its own account or
accounts managed by it, for investment and not with a view toward distribution in violation of the
Securities Act. Such Backstop Party acknowledges that the Company will rely upon the truth and
accuracy of the foregoing as well as the other representations, warranties and other agreements of
such Backstop Party in connection with the transactions described in this Agreement. No Backstop
Party has used or will use any form of general solicitation or general advertising in connection
with the offering or sale of the Rights or the Shares.



     (i) Information. Such Backstop Party acknowledges that it has been afforded the
opportunity to ask questions and receive answers concerning the Company and to obtain additional
information. Notwithstanding the foregoing, nothing contained herein will operate to modify or
limit in any respect the representations and warranties of the Company or to relieve the Company
from any obligations to such Backstop Party for breach thereof or the making of misleading
statements or the omission of material facts in violation of applicable law in connection with the
transactions contemplated herein.



     (j) No Broker’s Fees. Such Backstop Party is not a party to any contract, agreement
or understanding with any person (other than this Agreement and agreements with respect to
professional fees and transaction fees as set forth in the Term Sheet) that would give rise to a
valid claim against the Company or any of its Subsidiaries or the Backstop Parties for a brokerage
commission, finder’s fee or like payment in connection with the offering and sale of the Rights or
the Shares.



     (k) Arm’s Length. Such Backstop Party acknowledges and agrees that the Company is
acting solely in the capacity of an arm’s length contractual counterparty to such Backstop Party
with respect to the transactions contemplated hereby (including in connection with determining the
terms of the Rights Offering). Additionally, such Backstop Party is not relying on the Company for
any legal, tax, investment, accounting or regulatory advice in any jurisdiction, except as
specifically set forth in this Agreement. Such Backstop Party shall consult with its own advisors
concerning such matters and shall be responsible for making its own independent investigation and
appraisal of the transactions contemplated hereby.



5. Additional Covenants of the Company. The Company agrees with the Backstop Parties:




     (a) Disclosure Statement and Plan. The Company will prepare and file with the
Bankruptcy Court the Plan (and a related disclosure statement (the “Disclosure Statement”))
reflecting the terms and conditions set forth in the Term Sheet and in form and substance
reasonably acceptable to the Required Backstop Parties and will use commercially reasonable efforts
to seek Bankruptcy Court approval thereof under sections 1125 and 1129 of the



 - 13 - 









 





Bankruptcy Code. Prior to filing or disseminating any revision, supplement, modification or
amendment to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure
Statement, the Company will provide counsel to the Backstop Parties a copy of such filing,
revision, modification, supplement or amendment and a reasonable opportunity to review and comment
on such documents prior to being filed or disseminated; provided, that such review and comment
shall not constitute a presumption or other determination that the documents constitute (and comply
with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the
Company will provide counsel to the Backstop Parties a copy of a draft of the Confirmation Order
and a reasonable opportunity to review such draft prior to such order being filed with the
Bankruptcy Court. The Company shall not make any revision, supplement, modification or amendment
to the Plan or the Disclosure Statement that would change, in a manner that is adverse to the
Backstop Parties, any of the terms set forth on the Term Sheet without the prior written consent of
more than sixty-five percent (65%) of the Backstop Parties (by purchase obligation) (the
“Required Backstop Parties”), and (ii) with respect to any change that adversely affects a
Backstop Party in a manner different from the other Backstop Parties, the consent of such Backstop
Party.




     (b) Rights Offering. The Company will cause New Tronox to effectuate the Rights
Offering as provided herein and to use commercially reasonable efforts to seek entry of an order of
the Bankruptcy Court, prior to the commencement of the Rights Offering, authorizing the Company,
New Tronox and the other Debtors to conduct the Rights Offering pursuant to the securities
exemption provisions set forth in section 4(2) of the Securities Act.



     (c) Notification. The Company will notify, or cause New Tronox or the Subscription
Agent to notify, on each Friday during the Rights Exercise Period and on each Business Day during
the five (5) Business Days prior to the Expiration Time (and any extensions thereto), or more
frequently if reasonably requested by the Required Backstop Parties, each Backstop Party of the
aggregate principal amount of Rights known by the Company, New Tronox or the Subscription Agent to
have been exercised pursuant to the Rights Offering as of the close of business on the preceding
Business Day or the most recent practicable time before such request, as the case may be.



     (d) Unsubscribed Shares. The Company will determine, or instruct New Tronox or the
Subscription Agent to determine, the number of Unsubscribed Shares, if any, in good faith, and to
provide, or instruct New Tronox or the Subscription Agent to provide a Purchase Notice or a
Satisfaction Notice that reflects the principal amount of Unsubscribed Shares as so determined and
to provide to the Backstop Parties, such written backup to the determination of the Unsubscribed
Shares as a Backstop Party may reasonably request.



     (e) Use of Proceeds. The Company will cause New Tronox to apply the net proceeds from
the sale of the New Common Stock as provided in the Term Sheet.



     (f) Registration Rights Agreement. The Company will file with the Bankruptcy Court as
soon as practicable a form of a registration rights agreement in connection with the New Common
Stock (the “Registration Rights Agreement”) in form and substance reasonably acceptable to
the Company, the Required Backstop Parties and the UCC. The Company and the Backstop Parties shall
use commercially reasonable efforts to negotiate and execute, and seek



 - 14 - 









 





Bankruptcy Court approval of, the Registration Rights Agreement as promptly as practicable
following the date hereof.




     (g) Listing. The Company and New Tronox will use commercially reasonable efforts to
list the New Common Stock on the NYSE or The NASDAQ Stock Market as soon as reasonably practicable
after the Effective Date.



     (h) Stock Splits, Dividends, etc. In the event of any stock split, stock dividend,
stock combination or similar transaction affecting the number of issued and outstanding shares of
New Common Stock prior to the Effective Date, the Purchase Price and the number of Unsubscribed
Shares to be purchased hereunder will be proportionally adjusted to reflect the increase or
decrease in the number of issued and outstanding shares of New Common Stock.



     (i) HSR and Other Competition Law. The Company and New Tronox use their commercially
reasonable efforts to promptly prepare and file all necessary documentation and to effect all
applications that are necessary or reasonably required under the HSR Act and similar laws of any
relevant foreign jurisdiction, if any, so that (A) the applicable waiting period, if any, shall
have expired or been terminated thereunder with respect to the issuance of Shares hereunder, and
(B) all transactions contemplated hereby and pursuant to the Plan shall have been approved, if
required, and not to take any action that is intended or reasonably likely to materially impede or
delay the ability of the parties to obtain any necessary approvals reasonably required for the
transactions contemplated by this Agreement.



     (j) Form D and Blue Sky. The Company will timely file, or to cause New Tronox to
timely file, a Form D with the Commission with respect to the Unsubscribed Shares to the extent
required under Regulation D of the Securities Act and to provide, upon request, a copy thereof to
each Backstop Party. The Company shall, or shall cause New Tronox to, on or before the Effective
Date, take such action as the Company shall reasonably determine is necessary in order to obtain an
exemption for, or to qualify the Unsubscribed Shares for, sale to the Backstop Parties at the
Effective Date pursuant to this Agreement under applicable securities and “blue sky” laws of the
states of the United States (or to obtain an exemption from such qualification) and any applicable
foreign jurisdictions, and shall provide evidence of any such action so taken to the Backstop
Parties on or prior to the Effective Date. The Company shall make all timely filings and reports
relating to the offer and sale of the Unsubscribed Shares required under applicable securities and
“blue sky” laws of the states of the United States following the Effective Date. The Company shall
pay all fees and expenses in connection with satisfying its obligations under this Section
5(j).



     (k) Reporting Status. With a view to making available to the Backstop Parties and any
of their successors the benefits of Rule 144 (or any similar rule or regulation of the Commission
that may at any time permit the Backstop Parties to sell the Shares to the public without
registration (“Rule 144”)), promulgated under the Securities Act, for so long as any Shares
remain outstanding and regardless of whether or not New Tronox has a class of securities registered
under the Exchange Act, the Company shall: (1) keep adequate current public information available
(as required by Rule 144); (2) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act; (3) furnish to
each Backstop Party and their successors, so long as such Backstop




 - 15 - 











 





Party owns Shares, promptly upon
request, (A) a written statement by the Company, if true, that it has complied with the applicable
reporting requirements of Rules 144, the Securities Act and the Exchange Act, (B) a copy of the
most recent annual or quarterly report of the Company and copies of such other reports and
documents so filed by the Company, and (C) such other information as may be reasonably requested to
permit the Backstop Parties to sell such Shares pursuant to Rule 144 without registration.




     (l) Conduct of Business.



          (i) Except (x) as otherwise expressly contemplated by this Agreement, as expressly permitted
under the Credit Agreement (without the obtaining of any consent or waiver thereunder), the Plan or
the Term Sheet, (y) with the prior written consent of the Required Backstop Parties, or (z) as set
forth on Schedule 5(l), from the date hereof until the Effective Date, the Company shall,
and shall cause each if its Subsidiaries and Tiwest Pty Ltd, ACN 009 343 364, a Western Australia
company (“Tiwest”) (to the extent permitted in the Tiwest Joint Venture Documents) to, use
their reasonable best efforts to operate the Company’s, Tiwest’s and their respective Subsidiaries’
facilities and to conduct the business and the Tiwest Joint Venture in substantially the same
manner as conducted by such entities prior to the date hereof, including by using their reasonable
best efforts to (A) meet all material Post-Petition obligations relating to the business as they
become due and (B) preserve intact its present business organization, material permits, and its
relationships with its key customers and suppliers.



          (ii) Without limiting the generality of the foregoing, except (x) as otherwise expressly
contemplated by this Agreement, as expressly permitted under the Credit Agreement
(without the obtaining of any consent or waiver thereunder), the Plan or the Term Sheet, (y)
with the prior written consent of the Required Backstop Parties, or (z) as set forth on
Schedule 5(l), from the date hereof until the Effective Date, the Company shall not, and
shall cause each of its Subsidiaries not to, do, and shall not approve or authorize Tiwest or the
Tiwest Joint Venture to do, any of the following:



               (A) offer, issue, deliver, sell, pledge or otherwise encumber or subject to any lien (other
than a Permitted Lien) the capital stock or other equity interests of the Company or any of its
Subsidiaries, or Tiwest, or securities convertible into or exchangeable for, or any rights,
warrants, options to acquire, any such shares of capital stock or other equity interest in any such
entity;



               (B) acquire or agree to acquire by merging or consolidating with, or by purchasing a
substantial equity interest in or a substantial portion of the assets of, or by any other manner,
any business of another person;



               (C) sell, assign, license, transfer, convey, lease, encumber or subject to any lien (other
than a Permitted Lien or any lien that will be released at or prior to the Effective Date) or
otherwise dispose of any asset having a fair market value in excess of $100,000 individually or
$500,000 in the aggregate, other than sales of inventory in the ordinary course of business;



- 16 -









 





               (D) (1) enter into, assume or reject or amend, restate, supplement, modify, waive or terminate
any Material Contract, material permit or unexpired lease, (2) enter into any settlement of any
demand, dispute, suit, cause of action, claim or proceeding relating to a Material Contract or (3)
enter into any contract that would not be a Material Contract, that (a) is outside the ordinary
course of business, (b) delays or is reasonably expected to delay the Effective Date, or (c)
subjects the Company or any of its Subsidiaries, including the Tiwest Joint Venture Interests, to
any material non-compete or other similar material restriction on the conduct of the business that
would be binding following the Effective Date; provided, that any contracts entered into in the
ordinary course of business in connection with the purchase or sale of raw materials, pigments,
ore, chemicals or similar materials used in the operations of the Company or its Subsidiaries are
excepted from this clause (D);



               (E) with respect to employees of the Company or any of its Subsidiaries, except as may be
required by applicable laws or any benefit plan of the Company or any of its Subsidiaries, (1)
grant any increase or acceleration in compensation or benefits, except in the ordinary course of
business; (2) grant any increase in severance or termination pay (including the acceleration in the
exercisability of any options or in the vesting of shares of common stock (or other property)),
except in the ordinary course of business; (3) enter into any employment, deferred compensation,
severance or termination agreement with or for the benefit of any such employee who is a
management-level employee or anyone who upon hire, would become any such employee; or (4) terminate
the employment of any such employee except due to cause, death, disability or as otherwise
determined in the reasonable discretion of the Debtors exercising their business judgment, as
consistent with the ordinary course of business;



               (F) (1) authorize or agree to any material changes in or to the current approved budget or
business plan of the Tiwest Joint Venture, (2) encourage or recommend any material changes to the
current approved budget or business plan of the Tiwest Joint Venture to the Tiwest Joint Venture
Participants, and (3) act in any way other than in accordance, in all material respects, with the
current approved budget or business plan of the Tiwest Joint Venture, in each case, as in effect
from time to time;



               (G) (1) adopt or change any method of accounting (except as required by changes in generally
accepted accounting principles in the United States), or (2) make, change or revoke any tax
election, change any annual tax accounting period, file any amended tax return, enter into any
closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund,
consent to the extension or waiver of the limitations period applicable to any tax claim or
assessment, or take or omit to take any other action if such action or omission would have a
material and adverse effect on either New Tronox, the Company or its Subsidiaries (including
Tiwest) after the Effective Date;



               (H) permit the Company or Tiwest or their respective Subsidiaries to commit to make any
capital expenditures, which, in the aggregate, exceeds the capital expenditure restrictions set
forth in Section 6.7(e) of the Credit Agreement;



               (I) adopt or propose any amendments to any the Company’s or its Subsidiaries’ certificate of
incorporation, bylaws or other organizational or governing document or adopt or propose any
amendment or modification to or agree to any material amendment or



- 17 -









 





modification to the Tiwest Joint
Venture Documents; except, in each case, in furtherance of the Plan or the Restructuring (as
defined in the term sheet), provided, however, that in no event shall such amendments or
modifications, directly or indirectly, adversely affect the Backstop Parties;




               (J) incur, create, assume, guarantee or otherwise become liable for any obligation for
borrowed money, purchase money indebtedness or any obligation of any other person or entity,
whether or not evidenced by a note, bond, debenture, guarantee, indemnity, letter of credit or
similar instrument, except for trade payables incurred in the ordinary course of business;



               (K) (1) declare, set aside or pay any dividends on, or make any other distributions in respect
of, any of its capital stock (other than upstream dividends by a direct or indirect wholly-owned
subsidiary of the Company to the Company or another Subsidiary of the Company), (2) split, combine
or reclassify any of its capital stock or issue or authorize the issuance of any other securities
in respect of, in lieu of or in substitution for shares of its capital stock or (3) purchase,
redeem or otherwise acquire, except in connection with the Plan, any shares of capital stock of the
Company or any other securities thereof or any rights, warrants or options to acquire any such
shares or other securities; or



               (L) agree to take any of the foregoing actions.



     (m) Access to Information. Subject to applicable law and confidentiality agreements
between the relevant parties, the Company shall (and shall cause its Subsidiaries to) afford the
Backstop Parties and their respective directors, officers, employees, investment bankers,
attorneys, accountants and other advisors or representatives, reasonable access, throughout the
period prior to the Effective Date, to its employees, properties, books, contracts and records and,
during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the
Backstop Parties all information concerning its business, properties and personnel as may
reasonably be requested by any Backstop Party; provided, that the foregoing shall not require the
Company (i) to permit any inspection, or to disclose any information, that in the reasonable
judgment of the Company would cause the Debtors to violate any of their obligations with respect to
confidentiality to a third party if the Debtors shall have used commercially reasonable efforts to
obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any
privileged information of the Company or any of its Subsidiaries or (iii) to violate any laws;
provided, further, that if the Company withholds any information pursuant to subclauses (i) through
(iii) above, it shall notify the legal advisor, orally or in writing, of the Backstop Parties
of such action, and shall describe for such advisor the nature of the information not
disclosed and the reasons therefor.



     (n) Financial Statements and Other Reports. Until the Effective Date, the Company
shall provide to each Backstop Party the same information as it is required to deliver, pursuant to
Section 5.1 of the Credit Agreement, to the Administrative Agent and Lenders under such agreement.



- 18 -









 





6. Additional Covenants of the Backstop Parties. Each of the Backstop Parties, severally
and not jointly, agrees with the Company, with respect to itself only:




     (a) No Inconsistent Action. To not file any pleading or take any other action in the
Bankruptcy Court with respect to this Agreement, the Plan, the Disclosure Statement or the
Confirmation Order of the consummation of the transactions contemplated hereby or thereby that is
inconsistent in any material respect with this Agreement or the Company’s efforts to obtain the
entry of court orders consistent with this Agreement other than to enforce such Backstop Party’s
rights and remedies at law or equity, or to enforce the terms of the Term Sheet or this Agreement,
provided, however, that nothing herein shall prevent any of the Backstop Parties to take any action
in its capacity as a lender under the Replacement DIP Facility (as defined below).



     (b) Information. To promptly provide the Company with such information as the Company
reasonably requests regarding such Backstop Parties for inclusion in the Disclosure Statement.



     (c) HSR Act. If required, to use reasonable best efforts to promptly prepare and file
all necessary documentation and to effect all applications that are necessary or reasonably
required under the HSR Act or similar laws in relevant foreign jurisdictions, so that the
applicable waiting period shall have expired or been terminated thereunder with respect to the
purchase of Shares hereunder, and not to take any action that is intended or reasonably likely to
materially impede or delay the ability of the parties to obtain any necessary approvals required
for the transactions contemplated by this Agreement.



7. Conditions.




     (a) Conditions to the Obligations of Each Party. The respective obligations of the
Backstop Parties and the Company to effect the issuance and purchase of the Unsubscribed Shares
pursuant to this Agreement on the Effective Date are subject to the following conditions:



          (i) Confirmation Order. An order of the Bankruptcy Court confirming a Plan consistent
with the Term Sheet and otherwise in form and substance acceptable to the Required Backstop Parties
shall have been entered and such order shall be final and non-appealable (the “Confirmation
Order”), shall not have been appealed within ten (14) days of entry or, if such order is
appealed, shall not have been stayed pending appeal, and there shall not have been entered by any
court of competent jurisdiction any reversal, modification or vacatur, in whole or in part, of the
Confirmation Order.



          (ii) Conditions to Confirmation. The conditions to confirmation and the conditions to
the Effective Date of the Plan shall have been satisfied or waived in accordance with the Plan.



          (iii) Documentation. The Company and the Backstop Parties shall have received all the
documentation required to consummate the transactions contemplated hereby, and, in the case of the
Backstop Parties, an officers’ certificate of the Company certifying as to the effect of
Section 7(b)(i) hereof and other documents and certificates as the Company and the Backstop
Parties may reasonably require, each duly executed and in form and substance reasonably
satisfactory to the Company and the Required Backstop Parties.



- 19 -









 





          (iv) Rights Offering. The Expiration Time shall have occurred.



          (v) No Restraint. No judgment, injunction, decree or other legal restraint shall
prohibit the consummation of the Plan, the Rights Offering or the transactions contemplated by this
Agreement.



          (vi) HSR Act; Regulatory Approvals. If the purchase of Unsubscribed Shares by any
Backstop Party pursuant to this Agreement is subject to the terms of the HSR Act or similar laws of
any relevant foreign jurisdiction, the applicable waiting period shall have expired or been
terminated thereunder with respect to such purchase.



          (vii) No Legal Impediment to Issuance. No action shall have been taken and no
statute, rule, regulation or order shall have been enacted, adopted or issued in each by any
federal, state or foreign governmental or regulatory authority that, as of the Effective Date,
prohibits the issuance or sale of the Rights or the New Common Stock pursuant to this Agreement;
and no injunction or order of any federal, state or foreign court shall have been issued that, as
of the Effective Date, prohibits the issuance or sale of the Rights or the New Common Stock
pursuant to the Agreement.



          (viii) Consents. All material governmental and third party notifications, filings,
consents, waivers and approvals required in connection with the transfer of the Assets to New
Tronox and the consummation of the Plan, including those set forth on Schedules 3(e) and
3(f) attached hereto, shall have been made, obtained or waived.



     (b) Conditions to the Obligations of the Backstop Parties. The obligation of the
Backstop Parties to purchase the Unsubscribed Shares pursuant to this Agreement on the Effective
Date are subject to the following conditions:



          (i) Representations and Warranties and Covenants. The representations and warranties
of the Company and the other Debtors set forth in this Agreement, including the representations
incorporated by reference (disregarding all qualifications and exceptions contained therein
regarding materiality or Material Adverse Effect) shall be true and correct on the date hereof or
such other date as specifically stated herein and on the Effective Date as if made on such date,
except, where the failure of such representations and warranties to be so true and correct,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. The Company shall have complied in all material respects with all of its material
obligations hereunder and under any other agreement entered into by the Company pursuant to the
Plan.



          (ii) No Material Adverse Effect. Since the date of this Agreement, no Material
Adverse Effect shall have occurred and be continuing.



          (iii) Approval of Plan. Except as otherwise approved in writing by the Required
Backstop Parties, (A) the Plan (1) shall be consistent in all material respects with this Agreement
and the Term Sheet, (2) shall provide for the release and exculpation of the Backstop Parties,
their affiliates, representatives and advisors to the fullest extent permitted under applicable
law, and (3) shall have conditions to confirmation and the Effective Date (and to what extent any
such conditions can be waived and by whom) that are consistent with this Agreement



- 20 -









 





and the Term
Sheet in all material respects; (B) the Disclosure Statement shall be consistent in all material
respects with this Agreement and the Plan; (C) the Confirmation Order shall be consistent in all
material respects with this Agreement and the Plan; and (D) any amendments or supplements to any of
the foregoing shall be consistent in all material respects with this Agreement and the Plan. For
the avoidance of doubt, any change to the type or amount of
consideration payable to any holder of a Claim from that specifically set forth in the Term
Sheet shall be considered to be materially inconsistent with the Term Sheet.




          (iv) Exit Facility. On the Effective Date, the Debtor-in-Possession Facility to be
provided under the Credit Agreement (the “Replacement DIP Facility”) shall have converted
into a senior secured and superpriority two tranche term facility (the “Exit Facility”) in
accordance with the terms of the Credit Agreement. The Exit Facility shall provide for an
aggregate principal loan amount, as of the Effective Date, of $425 million (or such other amount as
is agreed to by the Required Backstop Parties).



          (v) Existing Sale Agreement. The Asset and Equity Purchase Agreement between the
Company and certain of its affiliates, on the one hand, and Huntsman Pigments LLC, Huntsman
Australia R&D Company Pty Ltd and Huntsman Corporation, on the other hand, dated as of August 28,
2009 (as amended from time to time, the “Existing Sale Agreement”), shall have been
terminated pursuant to the provisions of the Existing Sale Agreement.



          (vi) New Sale Agreement. The Company and certain of its affiliates, on the one hand,
and New Tronox, on the other hand, shall have entered into a Purchase and Sale Agreement (the
“New Sale Agreement”) with respect to the transfer to New Tronox of all assets of the
Company and such Subsidiaries, other than the Legacy Assets, on terms consistent with the Term
Sheet and otherwise reasonably acceptable to the Company and the Required Backstop Parties, and the
transactions contemplated under such agreement shall have been consummated in accordance with the
terms of such New Sale Agreement.



          (vii) Corporate Documents. The Certificate of Incorporation and Bylaws of New Tronox
shall be in form and substance reasonably acceptable to the Required Backstop Parties.



          (viii) Environmental Documentation. The Environmental Settlement Agreements,
Custodial Trust Agreements and Custodial Trust Settlement Agreements, and, in each case, all
ancillary agreements thereto (including the sale/leaseback and access agreements between the
Debtors and the applicable Custodial Trust relating to the Henderson, Nevada plant) shall have been
entered into, shall be in form and substance reasonably satisfactory to the Company and the
Required Backstop Parties.



          (ix) Other Documentation. Except for documents described elsewhere in this
Section 7(b), all other material documentation prepared in connection with the Plan, and
any other material documents, motions, pleadings, orders or the like prepared or filed in
connection with the Chapter 11 Cases shall be in form and substance satisfactory to the Company and
the Required Backstop Parties.




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          (x) Available Funds. On the Effective Date, immediately after giving effect to the
transactions contemplated hereby, New Tronox and its Subsidiaries shall have Excess Availability
(after giving effect to any payments required to be paid in connection with the Restructuring,
including fees payable under the Exit Facility and fees and expenses payable to legal and financial
advisors) equal to or greater than $58,240,000, or such other lower amount as shall be agreed to by
the Required Backstop Parties.




          (xi) Amount of Claims. (A) The aggregate amount of Claims (other than
non-governmental CERCLA Claims and Claims with respect to the Senior Notes) shall not exceed $80
million; (B) the aggregate amount of allowed non-governmental CERCLA Claims which are not Tort
Claims, shall not exceed the lesser of (x) $100 million, and (y) fifty percent (50%) of the total
amount of allowed non-governmental CERCLA Claims; and (C) there shall be no material unresolved
non-governmental CERCLA Claims, which, individually or in the aggregate, after having been
resolved, reasonably could cause the final aggregate amount of allowed non-governmental CERCLA
Claims to exceed $200 million.




          (xii) Purchase Notice. The Backstop Parties shall have received a Purchase Notice in
accordance with Section 1(g), dated as of the Determination Date, stating the principal
amount of Unsubscribed Shares to be purchased pursuant to the Backstop Commitment.




          (xiii) Fees. The Backstop Fee, the Transaction Expenses and, if applicable, the
Extension Fee, to the extent not previously paid or reimbursed, shall have been paid or reimbursed
in full pursuant to the terms of this Agreement.




          (xiv) Inconsistent Transaction. The Company shall not have made a public
announcement, entered into an agreement, or filed any pleading or document with the Bankruptcy
Court, evidencing its support or intention to support any Competing Transaction (as defined below).




          (xv) Registration Rights Agreement. New Tronox shall have entered into the
Registration Rights Agreement with the Backstop Parties in accordance with Section 5(f), in
form and substance reasonably satisfactory to the Company and the Required Backstop Parties.




          (xvi) No Environmental Liability. On the Effective Date, except to the extent set
forth in the Environmental Settlement Documents and the Plan, New Tronox shall have no liabilities
or obligations under any environmental, health or safety laws arising out of or related to facts,
events or circumstances occurring or in existence prior to the Effective Date other than such
liabilities or obligations arising out of or related to the ownership or operation of the real
property owned or leased by New Tronox.




     (c) Conditions to the Obligations of the Company. The obligation of the Company to
effect the purchase of the Unsubscribed Shares pursuant to this Agreement on the Effective Date are
subject to the following conditions:



          (i) Aggregate Purchase Price. The Backstop Parties shall have delivered to the
Company, as the total aggregate purchase price for the Unsubscribed Shares, an amount of readily
available (same day) funds denominated in United States Dollars equal to the product obtained by
multiplying (A) the Purchase Price (as it may be adjusted in accordance with the






- 22 -









 







terms hereof) and (B) the number of Unsubscribed Shares (as it may be adjusted in accordance
with the terms hereof).




          (ii) Representations and Warranties and Covenants. The representations and warranties
of the Backstop Parties set forth in this Agreement shall be true and correct in all material
respects on the date hereof and on the Effective Date as if made on such date. The Backstop
Parties shall have complied in all material respects with all of their respective obligations
hereunder (and shall have complied in all respects with their payment obligations hereunder).



8. Indemnification.




     (a) Whether or not the Rights Offering is consummated or this Agreement is terminated, the
Company (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless the
Backstop Parties, their respective affiliates and their respective officers, directors, employees,
agents and controlling persons (each, an “Indemnified Person”) from and against any and all
losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such
Indemnified Person may become subject to the extent arising out of or in connection with any third
party claim, challenge, litigation, investigation or proceeding with respect to this Agreement, the
Rights Offering, the Backstop Commitment, or the transactions contemplated hereby or thereby,
including without limitation, payment of the Backstop Fee or the Extension Fee, distribution of
Rights, purchase and sale of New Common Stock in the Rights Offering and purchase and sale of
Unsubscribed Shares pursuant to this Agreement, or any breach by the Company of this Agreement and
to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket
expenses as they are incurred in connection with investigating, responding to or defending any of
the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person,
apply to losses, claims, damages, liabilities or expenses to the extent that they are finally
judicially determined to have resulted from any breach of this Agreement by such Indemnified Person
or bad faith, gross negligence or willful misconduct on the part of such Indemnified Person. If
for any reason the foregoing indemnification is unavailable to any Indemnified Person or
insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid
or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense
in such proportion as is appropriate to reflect not only the relative benefits received by the
Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the
relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the
other hand, as well as any relevant equitable considerations. It is hereby agreed that the
relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the
other hand shall be deemed to be in the same proportion as (i) the total value received or proposed
to be received by the Company pursuant to the sale of New Common Stock contemplated by this
Agreement bears to (ii) the aggregate fee paid or proposed to be paid to the Backstop Parties in
connection with such sale.



     (b) Promptly after receipt by an Indemnified Person of notice of the commencement of any
claim, litigation, investigation or proceeding relating to this Agreement, the Rights Offering, the
Backstop Commitment, or any of the transactions contemplated hereby or thereby
(“Proceedings”), such Indemnified Person will, if a claim is to be made hereunder against
the Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of the



- 23 -









 




commencement thereof; provided that the omission so to notify the Indemnifying Party will not
relieve it from any liability that it may have hereunder except to the extent it has been
materially prejudiced by such failure. In case any such Proceedings are brought against any
Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by
written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such
Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified
Person shall have concluded that there may be legal defenses available to it that are different
from or additional to those available to the Indemnifying Party, such Indemnified Persons shall
have the right to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt
of notice from the Indemnifying Party to such Indemnified Person of its election so to assume the
defense of such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying
Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified
Person in connection with the defense thereof (other than reasonable costs of investigation) unless
(i) such Indemnified Person shall have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next preceding sentence (it being
understood, however, that the Indemnifying Party shall not be liable for the expenses of more than
one separate counsel representing the Indemnified Persons who are parties to such Proceedings),
(ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such
Indemnified Person to represent such Indemnified Person within a reasonable time after notice of
commencement of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing
the employment of counsel for such Indemnified Person.




     (c) The Indemnifying Party shall not be liable for any settlement of any Proceedings effected
without its written consent (which consent shall not be unreasonably withheld). If any settlement
of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is
a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to
indemnify and hold harmless each Indemnified Person from and against any and all losses, claims,
damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and
subject to the limitations of, the provisions of this Section 8. The Indemnifying Party
shall not, without the prior written consent of an Indemnified Person (which consent shall not be
unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect
of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (a)
includes an unconditional release of such Indemnified Person in form and substance reasonably
satisfactory to such Indemnified Person from all liability on the claims that are the subject
matter of such Proceedings and (b) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.


9. Acknowledgements and Agreements of the Company. Notwithstanding anything herein to the
contrary, the Company acknowledges and agrees that (a) the transactions contemplated hereby are
arm’s-length commercial transactions between the Company, New Tronox and the Debtors, on the one
hand, and the Backstop Parties, on the other, (b) in connection therewith and with the processes
leading to such transactions, each Backstop Party is acting solely as a principal and not the agent
or fiduciary of New Tronox or the Company or the other Debtors or






- 24 -









 







their estates, (c) the Backstop Parties have not assumed advisory or fiduciary responsibilities in
favor of New Tronox or the Company or the other Debtors or their estates with respect to such
transactions or the processes leading thereto and (d) the Company and the other Debtors have
consulted their own legal and financial advisors to the extent they deemed appropriate.



10. Defaulting Backstop Party.




     (a) If any Backstop Party defaults on its obligation to purchase the Unsubscribed Shares that
it has agreed to purchase hereunder, the non-defaulting Backstop Parties may in their discretion
arrange for the purchase of such Unsubscribed Shares by other persons satisfactory to the Company
(including such non-defaulting Backstop Parties) on the terms contained in this Agreement. As used
in this Agreement, the term “Backstop Party” includes, for all purposes of this Agreement
unless the context otherwise requires, any person not listed in Schedule 1 hereto that,
pursuant to this Section 10, purchases the Unsubscribed Shares that a defaulting Backstop
Party agreed but failed to purchase.



     (b) If, after giving effect to any arrangements for the purchase of the Unsubscribed Shares of
a defaulting Backstop Party or Backstop Parties by the non-defaulting Backstop Parties as provided
in paragraph (a) above, the Company shall not have initiated litigation against the defaulting
Backstop Party or Backstop Parties seeking specific performance of their obligations under this
Agreement and the aggregate principal amount of Unsubscribed Shares that remain unpurchased on the
Effective Date exceeds $10.0 million, then this Agreement shall terminate without liability on the
part of the non-defaulting Backstop Parties. Any termination of this Agreement pursuant to this
Section 10 shall be without liability on the part of the Company, except that the Company
will continue to be liable for the payment of expenses as set forth in Section 2(c) hereof,
except with respect to the expenses of such defaulting Backstop Party, and except that the
provisions of Section 8 hereof shall not terminate and shall remain in effect.



     (c) Nothing contained herein shall relieve a defaulting Backstop Party of any liability it may
have to New Tronox or any non-defaulting Backstop Party for damages caused by its default.


11. Survival of Representations and Warranties. The representations and warranties made in
this Agreement will survive for a period of two (2) years after the Effective Date, except that the
representations and warranties made in Sections 3(a), 3(b), 3(c),
3(d), and 3(r) will survive the execution and delivery of this Agreement for the
length of the applicable statute of limitations with respect thereto.



12. Termination.




     (a) This Agreement shall automatically terminate, unless waived in writing by all Parties:



          (i) if terminated pursuant to Section 10;




          (ii) in the event the Plan Support Agreement shall have expired or been terminated by any of
the parties thereto for any reason;




- 25 -









 








          (iii) in the event the Bankruptcy Court has failed to enter one or several orders approving
this Agreement, the Plan Support Agreement and the Credit Agreement on or prior to December 31,
2009;




          (iv) in the event there is an Event of Default under the Credit Agreement which has not been
cured within ten (10) days, or if any of the conditions precedent to conversion of the Replacement
DIP Facility into the Exit Facility, as set forth in the Credit Agreement, is not possible to
satisfy (without any modification or waiver thereto) on or prior to the initial Maturity Date or,
in the event the Extension Event has occurred, the Final Date;




          (v) if (a) the terms of any final document to be approved by the Backstop Parties pursuant to
this Agreement, the Plan Support Agreement or the Term Sheet does not reflect the economic terms
set forth in, and otherwise conform in all material economic respects to, this Agreement, the Plan
Support Agreement and the Term Sheet, (b) the Company has received written notice of such
non-conformity, and (c) such non-conforming final document has not been amended to the satisfaction
of each Backstop Party within ten (10) Business Days of the Company’s receipt of the above notice.
For the avoidance of doubt, any change to the type or amount of consideration payable to any holder
of a Claim from that specifically set forth in the Term Sheet shall be considered a change to the
economic terms set forth therein; and




          (vi) if the Effective Date has not occurred on or prior to June 30, 2010 or, in the event the
Extension Event has occurred, the Final Date.




     (b) The Required Backstop Parties may terminate this Agreement:



          (i) if the Company or any of the other Debtors has failed to meet any of the deadlines set
forth in the Plan Support Agreement as in effect at the time;




          (ii) if, on or prior to February 28, 2010, the United States Department of Justice has not
confirmed that the form of each Plan Support Document is acceptable, subject only to the required
public notice requirements and entry of the Confirmation Order by the Bankruptcy Court;




          (iii) if, on or prior to April 30, 2010 (or, in the event the Extension Event has occurred,
the initial Maturity Date), the Bankruptcy Court shall not have entered an order approving the
Disclosure Statement;




          (iv) if the governmental entities set forth on Schedule 12 shall not have executed the
Environmental Settlement Documents on or prior to June 30, 2010 or, in the event the Extension
Event has occurred, the Final Date;




          (v) if, on or prior to June 30, 2010, the applicable Plan Support Documents shall not have
become the valid and binding obligations of each Environmental Claimant, enforceable against such
Environmental Claimants in accordance with its respective terms, subject only to entry of the
Confirmation Order by the Bankruptcy Court;




          (vi) if, or prior to the date that is five (5) Business Days prior to the initial Maturity
Date (or, in the event the Extension Event has occurred, August 31, 2010 (or such






- 26 -









 







earlier date as the Credit Agreement shall have been terminated)), the Bankruptcy Court shall
not have entered the Confirmation Order.




          (vii) if any of the conditions set forth in Section 7 to be satisfied at or prior to
the Effective Date becomes incapable of being satisfied on or prior to June 30, 2010 or, in the
event the Extension Event has occurred, the Final Date;




          (viii) if the Company makes a public announcement that it intends to support or supports, or
enters into an agreement to support, or files any pleading or document with the Bankruptcy Court
indicating its intention to support, or supports, any Competing Transaction; or the Company enters
into a Competing Transaction;




          (ix) if the Company has breached in any material respect its obligations under this Agreement
or the Plan Support Agreement and such breach is not cured (to the extent curable) within ten (10)
Business Days after the giving of written notice by any Backstop Party to the Company of such
breach;




          (x) if the Plan, as confirmed by the Bankruptcy Court, is not consistent, in all material
non-economic respects, with the Term Sheet;




          (xi) if the terms of the Plan and the exhibits and any supplements thereto not otherwise set
forth on the Term Sheet, including any amendment or modification of any of the foregoing, shall not
be in form and substance reasonably acceptable to the Required Backstop Parties;




          (xii) if an order converting the Chapter 11 Case of any of the Debtors to a case under chapter
7 of the Bankruptcy Code is entered by the Bankruptcy Court;




          (xiii) if the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of
the Bankruptcy Code shall have been terminated for cause and not by statute;




          (xiv) if any court of competent jurisdiction or other competent governmental or regulatory
authority issues a ruling, determination, or order making illegal or otherwise restricting,
preventing or prohibiting the consummation of the Plan substantially on the terms set forth in the
Term Sheet and in this Agreement, including an order of the Bankruptcy Court denying confirmation
of the Plan, which ruling, determination or order (A) has been in effect for 30 days and (B) is not
stayed;




          (xv) upon the entry of an order by the Bankruptcy Court appointing an examiner with enlarged
powers relating to the operation of the material part of the business of the Debtors, taken as a
whole (powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) under
section 1106(b) of the Bankruptcy Code, or the entry of an order by the Bankruptcy Court appointing
a trustee under section 1104 of the Bankruptcy Code and, in either case, such order (A) has been in
effect for 30 days and (B) is not stayed;




          (xvi) if the Bankruptcy Court shall enter an order approving a payment to any party (whether
in cash or other property or whether as adequate protection, settlement of a dispute, or otherwise)
that would be inconsistent with the treatment of such party under the Term






- 27 -









 







Sheet (other than any inconsistency that arises in connection with the Debtors’ continuation
of its claims reconciliation process, including fixing or settling claims made in the Chapter 11
Cases);




          (xvii) upon the entry of an order dismissing one or more of the Chapter 11 Cases;




          (xviii) if any order required to be entered by the Bankruptcy Court under this Section
12 on a final basis shall not become a final order within a reasonable period of time; and




          (xix) if the Plan does not receive the requisite number of votes in favor of such Plan in
number and amount in the class of claims in which the Eligible Holders’ claims are placed.




     (c) The Company may terminate this Agreement in order to enter into a Superior Transaction or
an agreement to support a Superior Transaction, subject to payment of the Commitment Fee as
provided in Section 2(b), in cash, and the reimbursement of all expenses pursuant to
Section 2(c), in each case prior to or contemporaneously with such termination.



     (d) Upon termination under this Section 12, the covenants and agreements made by the
parties herein under Sections 2(b), 2(c), 9, 11 through 21
will survive indefinitely in accordance with their terms.


13. Competing Transactions. From the date of this Agreement to the Effective Date or
earlier termination of this Agreement, the Company shall not make a public announcement that it
intends to support or supports, enter into an agreement to support, or file any pleading or
document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly
support, any transaction inconsistent with this Agreement or the Plan, shall not file any plan that
is not the Plan and shall not agree to, consent to, knowingly provide any support to, solicit,
participate in the formulation of, or vote for any transaction or plan of reorganization other than
the Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or
in the Plan or any other agreement among the Company and the Backstop Parties, at any time prior to
the date on which the Plan is confirmed by the Bankruptcy Court, if the Company has received a bona
fide written proposal for a Competing Transaction that the board of directors of the Company
determines in good faith is or could reasonably be expected to lead to a Superior Transaction and
that the failure of the board to pursue such Competing Transaction could reasonably be expected to
result in a breach of the board of directors’ fiduciary duties under applicable law, then the
Company may (a) furnish non-public information to, and engage in discussions and negotiations with,
the person making such proposal and its representatives with respect to the Competing Transaction,
and (b) terminate this Agreement pursuant to Section 12(d) in order to enter into a
Superior Transaction or an agreement to support a Superior Transaction. For purposes of this
Agreement, a “Superior Transaction” shall be a Competing Transaction that the board of
directors of the Company determines in good faith (x) would be in the best interests of the Company
and its creditor constituencies and equity holders as a whole, including, but not limited to the
Backstop Parties, and (y) would reasonably be expected to provide a superior recovery (but, with
respect to any creditor constituent, not in excess of its claim) to each class of creditor
constituencies and equity holders. At all times, the Company shall be obligated to promptly
deliver to the advisors for the Backstop Parties all written






- 28 -









 







communications delivered to or received by the Company or its advisors making or materially
modifying any proposals with respect to any Competing Transaction, including, without limitation,
copies of all expressions of interest, term sheets, letters of interest, offers, proposed
agreements or otherwise, and shall periodically update (not less than once every week) the advisors
for the Backstop Parties concerning such matters.



14. Notices. All notices and other communications in connection with this Agreement will
be in writing and will be deemed given (and will be deemed to have been duly given upon receipt) if
delivered personally, sent via electronic facsimile (with confirmation), mailed by registered or
certified mail (return receipt requested) or delivered by an express courier (with confirmation) to
the parties at the following addresses (or at such other address for a party as will be specified
by like notice):




     (a) If to Backstop Parties or any of the Backstop Parties, at their respective addresses set
forth on the signature pages hereto, with a copy to:


Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

Attn: Thomas C. Janson, Esq.




     (b) If to the Company, to:


Tronox Incorporated

3301 NW 150th Street

Oklahoma City, OK 73134

Attn: Michael J. Foster, Esq., General Counsel



with a copy (which shall not constitute notice) to:



Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Jonathan S. Henes, Esq.

          Patrick J. Nash, Jr., Esq.



15. Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement will be assigned by any of the parties (whether by
operation of law or otherwise) without the prior written consent of the other parties hereto.
Notwithstanding the previous sentence, this Agreement, or any Backstop Party’s obligations
hereunder, may be assigned, delegated or transferred, in whole or in part, by an Backstop Party to
any Affiliate (as defined in Rule 12b-2 under the Exchange Act) of such Backstop Party over which
such Backstop Party or any of its Affiliates exercises investment authority, including, without
limitation, with respect to voting and dispositive rights; provided, that any such assignee assumes
the obligations of the Backstop Party hereunder and agrees in writing to be bound by the terms of
this Agreement in the same manner as the Backstop Party. Notwithstanding the foregoing or any
other provisions herein, no such assignment will relieve the assigning Backstop Party of its
obligations hereunder if such assignee fails to perform such obligations. Except as






- 29 -









 







provided in Section 8 with respect to the Indemnified Parties, this Agreement (including
the documents and instruments referred to in this Agreement) is not intended to and does not confer
upon any person other than the parties hereto any rights or remedies under this Agreement.
Notwithstanding the foregoing or any other provisions herein to the contrary, a Backstop Party may
not assign any of its rights or obligations under this Agreement, to the extent such assignment
would affect the securities laws exemptions applicable to this transaction.



16. Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto
and the documents and instruments referred to in this Agreement, which are incorporated herein by
reference and made part of this Agreement as if fully set forth herein) constitutes the entire
agreement of the parties hereto and supersedes all prior agreements, arrangements or
understandings, whether written or oral, among the parties hereto with respect to the subject
matter of this Agreement, except that the parties hereto acknowledge that any confidentiality
agreements heretofore executed between or among the parties hereto will continue in full force and
effect. In the event of any inconsistencies between the Term Sheet and the operative provisions of
this Agreement, the operative terms of this Agreement shall prevail.



17. GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.



18. Counterparts. This Agreement may be executed in any number of counterparts, all of
which will be considered one and the same agreement and will become effective when counterparts
have been signed by each of the parties and delivered to the other party (including via facsimile
or other electronic transmission), it being understood that each party need not sign the same
counterpart.



19. Waivers and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only
by a written instrument signed by the parties hereto or, in the case of a waiver, by the party
hereto waiving compliance, and subject, to the extent required, to the approval of the Bankruptcy
Court. No delay on the part of any party hereto in exercising any right, power or privilege
pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any
party of any right, power or privilege pursuant to this Agreement, nor will any single or partial
exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further
exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.
The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive
of any rights or remedies which any party hereto otherwise may have at law or in equity.



20. Headings. The headings in this Agreement are for reference purposes only and will not
in any way affect the meaning or interpretation of this Agreement.







- 30 -









 







21. Specific Performance. The parties hereto acknowledge and agree that any breach of the
terms of this Agreement would give rise to irreparable harm for which money damages would not be an
adequate remedy, and, accordingly, the parties hereto agree that, in addition to any other
remedies, each party hereto will be entitled to enforce the terms of this Agreement by a decree of
specific performance without the necessity of proving the inadequacy of money damages as a remedy
and without the necessity of posting bond.




[Signature Page Follows]





- 31 -











 




If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.



Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	/s/ Michael J. Foster
 	 
	 	 	Name:  	Michael J. Foster 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Equity Commitment Agreement]




 









 









     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Accepted as of the date hereof:



Transamerica Life Insurance Company

  (Enter names of all Backstop Parties)




	 	 	 	 	 
	By:

	 	/s/ James K. Schaeffer
 

Name: James K. Schaeffer
	 	 
	 

	 	Title: Vice President	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Transamerica Financial Life Insurance Company

          (Enter names of all Backstop Parties)




	 	 	 	 	 
	By:

	 	/s/ James K. Schaeffer
 

Name: James K. Schaeffer
	 	 
	 

	 	Title: Vice President	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Monumental Life Insurance Company

(Enter names of all Backstop Parties)




	 	 	 	 	 
	By:

	 	/s/ James K. Schaeffer
 

Name: James K. Schaeffer
	 	 
	 

	 	Title: Vice President	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute & binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity
Investment Canada ULC, as investment manager of IG FI Canadian Allocation Fund




	 	 	 	 	 
	By:

	 	/s/ Peter Bowen
 

Name: Peter Bowen
	 	 
	 

	 	Title: VP and Fund Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the late hereof:




Fidelity Investments Canada ULC, As Trustee Of The Fidelity American High Yield Fund




	 	 	 	 	 
	By:

	 	/s/ Peter Bowen
 

Name: Peter Bowen
	 	 
	 

	 	Title: VP and Fund Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Investment Canada ULC, As Trustee Of The Fidelity Canadian Asset Allocation Fund




	 	 	 	 	 
	By:

	 	/s/ Peter Bowen
 

Name: Peter Bowen
	 	 
	 

	 	Title: VP and Fund Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Quit) the Company,


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Investments Canada ULC, As Trustee Of The Fidelity Balanced Fund




	 	 	 	 	 
	By:

	 	/s/ Peter Bowen
 

Name: Peter Bowen
	 	 
	 

	 	Title: VP and Fund Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance;
hereof will constitute a binding agreement between you and subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Management &

Research Company

on behalf of Fidelity Funds — US High Income




	 	 	 	 	 
	By:

	 	/s/ J. Gregory Wass
 

Name: J. Gregory Wass
	 	 
	 

	 	Title: Assistant Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approvalof the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Management &

Research Company

on behalf of Master Trust Bank of Japan Ltd. Re; Fidelity US High Yield




	 	 	 	 	 
	By:

	 	/s/ J. Gregory Wass
 

Name: J. Gregory Wass
	 	 
	 

	 	Title: Assistant Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Pension Investment Committee of General Motors for General Motor Employees Domestic Group Pension
Trust


By: Pyramis Global Advisors Trust Company, as Investment Manager under Power of Attorney




	 	 	 	 	 
	By:

	 	/s/ Lynn M. Farrand
 

Name: Lynn M. Farrand
	 	 
	 

	 	Title: Director	 	 






 









 






     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Commonwealth of Massachusetts Pension Reserves Investment Management Board




By: Pyramis Global Advisors Trust Company, as Investment Manager under Power of Attorney




	 	 	 	 	 
	By:

	 	/s/ Lynn M. Farrand
 

Name: Lynn M. Farrand
	 	 
	 

	 	Title: Director	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of date hereof:




Illinois Municipal Retirement Fund




By: Pyramis Global Advisors Trust Company, as Investment Manager under Power of Attorney




	 	 	 	 	 
	By:

	 	/s/ Lynn M. Farrand
 

Name: Lynn M. Farrand
	 	 
	 

	 	Title: Director	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company,


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Summer Street Trust: Fidelity Capital & Income Fund




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance hereof
will constitute a binding agreement between you and (subject to the approval of the Bankruptcy
Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Puritan Trust: Fidelity Puritan Fund




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Fidelity School Street Trust: Fidelity Strategic Income Fund




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company,


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted is of the date hereof:




Variable Insurance Product Fund V: Strategic Income Portfolio




	 	 	 	 	 
	By:

	 	/s/ Jeffrey Christian
 

Name: Jeffrey Christian
	 	 
	 

	 	Title: Deputy Treasurer	 	 






[Signature Page of Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Scoggin Capital Management, LP II

By: S&E Partners, LP its: general partner

By: Scoggin, Inc. its: general partner

By:
                    /s/
Craig
Effron                                        




[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Scoggin International Fund, Ltd




Scoggin, LLC its investment manager

By:             
               
  /s/ Craig Effron                                        




[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very
truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Scoggin Worldwide Fund, Ltd




By: Old Bellows Partner LP its Investment Manager

By: Old Bellows Associates LLC its Central Partner





	 	 	 	 	 
	By:

	 	/s/ A. Dev Chodry
 

	 	 
	 

	 	 	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Goldman Sachs & Co. Profit Sharing Master Trust




By: OZ Management II LP, its investment manager

By: Och-Ziff Holding II LLC, its General Partner

By: OZ Management LP, its Member

By: Och-Zin Holding Corporation, its General Partner




	 	 	 	 	 
	By:

	 	/s/ Joel Frank	 	 
	Name:

	 	 

Joel Frank
	 	 
	Title:

	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




OZ Master Fund, Ltd.




By: OZ Management LP, its Investment Manager

By: Och-Ziff Holding Corporation, its General Partner




	 	 	 	 	 
	By: 

Name:

	 	/s/ Joel Frank
 

Joel Frank
	 	 
	Title:

	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Gordel Holdings Limited




By: OZ Management LP, its Investment Manager

By: Och-Ziff Holding Corporation its General Partner




	 	 	 	 	 
	By: 

Name:

	 	/s/ Joel Frank
 

Joel Frank
	 	 
	Title:

	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.



	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




OZ Select Master Fund, Ltd.




By: OZ Management LP, its Investment Manager

By: Och-Ziff Holding Corporation, its General Partner




	 	 	 	 	 
	By: 

Name:

	 	/s/ Joel Frank
 

Joel Frank
	 	 
	Title:

	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




TRICADIA CAPITAL MANAGEMENT, LLC

solely as Investment Manager and not individually




	 	 	 	 	 
	By:

	 	/s/ Julia Wyatt
 

Name: Julia Wyatt
	 	 
	 

	 	Title: CPO	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Plainfield Special Situations Master Fund II Limited




	 	 	 	 	 
	By:

	 	/s/ Thomas X. Fritsch
 

Name: Thomas X. Fritsch
	 	 
	 

	 	Title: Authorized Individual	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Plainfield OC Master Fund Limited




	 	 	 	 	 
	By:

	 	/s/ Thomas X. Fritsch
 

Name: Thomas X. Fritsch
	 	 
	 

	 	Title: Authorized Individual	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




Plainfield Liquid Strategies Master Fund Limited




	 	 	 	 	 
	By:

	 	/s/ Thomas X. Fritsch
 

Name: Thomas X. Fritsch
	 	 
	 

	 	Title: Authorized Individual	 	 






[Signature Page Equity Commitment Agreement]




 









 








     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject to the approval of the
Bankruptcy Court) the Company.


Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




CAI DISTRESSED DEBT OPPORTUNITY MASTER FUND, LTD




	 	 	 	 	 
	By:

	 	/s/ Herbert Seif
 

Name: Herbert Seif
	 	 
	 

	 	Title:	 	 






[Signature Page Equity Commitment Agreement]





 











 





     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance
hereof will constitute a binding agreement between you and (subject
to the approval of the Bankruptcy Court) the Company.



Very truly yours,




	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted as of the date hereof:




MACKAY SHIELDS LLC, as investment

adviser or sub-advisor to certain clients




	 	 	 	 	 	 	 
	By:	 	/s/ Lucille Protas	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Lucille Protas	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 






[Signature Page Equity Commitment Agreement]





 












 






Attachment A to Equity Commitment Agreement




Certain Definitions




The following terms used herein, including in the preamble, recitals, exhibits and schedules
hereto, shall have the following meanings:




          “Adverse Proceeding” means any action, suit, proceeding, hearing (in each case,
whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or
before or by any Governmental Authority, domestic or foreign (including any environmental claims),
whether pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries or any property of the Company or any of its
Subsidiaries.



          “Anadarko Litigation Trust” has the meaning set forth in the Term Sheet.



          “Assets” has the meaning set forth in the Term Sheet.



          “Available Cash” means, as of any date of determination, the sum of (a) the aggregate
amount of unrestricted cash and cash equivalents included in the consolidated balance sheet of the
relevant entity as of such date (excluding any proceeds in various escrow accounts and reinvestment
accounts created or maintained pursuant to the Credit Agreement) that, in each case, are free and
clear of all Liens (other than Permitted Liens); and (b) the aggregate amount of cash and cash
equivalents included in the Working Capital Escrow Account created or maintained pursuant to the
Credit Agreement as of such date.



          “Contractual Obligation” means, as applied to any Person, any provision of any
Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.



          “Credit Agreement” means the Senior Secured Super-Priority Debtor-in-Possession and
Exit Credit and Guaranty Agreement, dated as of December 20, 2009, and entered into by and among
Tronox Worldwide LLC, the Company, certain Subsidiaries of Tronox Worldwide LLC, the Lenders party
thereto from time to time, Goldman Sachs Lending Partners LLC, as sole lead arranger and sole
bookrunner, Syndication Agent, Administrative Agent and as Collateral Agent, attached hereto as
Exhibit C.



          “Custodial Trust Agreements” has the meaning set forth in the Term Sheet.



          “Custodial Trust Settlement Agreements” has the meaning set forth in the Term Sheet.



          “ECA Order” means an order of the Bankruptcy Court approving this Agreement,



 









 





          “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3)
of ERISA (other than a Multiemployer Plan) which is or, within the last six years, was sponsored,
maintained or contributed to by, or required to be contributed by, the Company, any of its
Subsidiaries or, solely with respect to any Employee Benefit Plan covered under Title IV of ERISA,
any of their respective ERISA Affiliates.



          “Environmental Claims” has the meaning set forth in the Term Sheet.



          “Environmental Claimant” means (i) the United States Department of Justice, (ii) each
state or municipality (including any agency or instrumentality thereof) having or asserting any
Environmental Claims against any Debtor that has timely filed a proof of claim in the Chapter 11
Cases and (iii) any Native American tribal government or intertribal organization having or
asserting any Environmental Claims against any Debtor that has timely filed a proof of claim in the
Chapter 11 Cases, in each case, including without limitation those Persons set forth on
Schedule A1.



          “Environmental Claim” has the meaning set forth in the Term Sheet.



          “Environmental Settlement Agreements” has the meaning set forth in the Term Sheet.



          “Environmental Settlement Documents” has the meaning set forth in the Term Sheet.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor thereto.



          “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a
member of a controlled group of corporations within the meaning of Section 414(b) of the Internal
Revenue Code of which that Person is a member; (ii) any trade or business (whether or not
incorporated) which is a member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m) or (o) of the
Internal Revenue Code of which that Person, any corporation described in clause (i) above or any
trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of the
Company or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of the
Company or any such Subsidiary within the meaning of this definition with respect to the period
such entity was an ERISA Affiliate of the Company or such Subsidiary and with respect to
liabilities arising after such period for which the Company or such Subsidiary could be liable
under the Internal Revenue Code or ERISA.



          “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of
ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for
which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure
to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to
any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue
Code) or the failure to



 









 





make by its due date a required installment under Section 430(j) of the Internal Revenue Code
with respect to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to
Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by the Company, any of its Subsidiaries
or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability to the Company, any of
its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA;
(v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of
any event or condition which might constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the
Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the
withdrawal of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a
complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
Multiemployer Plan if there is any potential liability therefore, or the receipt by the Company,
any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could give rise to the imposition on the Company,
any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or
related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c),
(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of
a material claim (other than routine claims for benefits) against any Employee Benefit Plan other
than a Multiemployer Plan or the assets thereof, or against the Company, any of its Subsidiaries or
any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt
from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code)
to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming
part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (xi) the imposition of a lien pursuant to Section 430(k) of the Internal
Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code.




          “Excess Availability” means on any date of determination, the sum of (a) Available
Cash; and (b) the aggregate commitments under the Exit Facility; less (i) any availability
blocks and any reserves imposed thereunder by such Exit Facility and (ii) any outstanding loans and
letter of credit obligations under the Exit Facility.



          “Extension Event” means the provision by Tronox of a written notice to the Backstop
Parties, prior to June 30, 2010, requesting the extension of the Backstop Commitment, provided,
however, that (i) the Extension Fee is paid in cash, in immediately available funds, concurrently
with the giving of notice, (ii) the Replacement DIP Facility has been extended in accordance with
the terms of the Credit Agreement,



 









 





(iii) the conditions to the extension of the Replacement DIP Facility set forth in the Credit
Agreement are satisfied (without any modification or waiver thereof), and (iv) there is no uncured
breach of or default under this Agreement or the Plan Support Agreement.




          “Exxaro Sands” has the meaning set forth in the definition of Tiwest Joint Venture.



          “Fiscal Year” means the fiscal year of the Company and its Subsidiaries, ending on
December 31 of each calendar year.



          “Final Date” means September 30, 2010, or such earlier date that the Credit Agreement
shall be terminated.



          “GAAP” means, subject to the limitations on the application thereof set forth in
Section 1.2 of the Credit Agreement, United States generally accepted accounting principles in
effect as of the date of determination thereof.



          “Governmental Authority” means any foreign, federal, state, provincial, local,
national or other government, governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government.



          “Historical Financial Statements” means (i) the audited financial statements of the
Company and its Subsidiaries for the Fiscal Year ended December 31, 2007, (ii) the unaudited
financial statements of the Company and its Subsidiaries for each of the fiscal quarters ended
March 31, June 30 and September 30, 2008, and (iii) the Historical Monthly Statements, and in each
case, certified by the chief financial officer, chief executive officer or chief restructuring
officer of the Company, that they fairly present, in all material respects, the financial condition
of the Company and its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated.



          “Historical Monthly Statements” means the unaudited financial statements of the
Company and its Subsidiaries as of the most recent month ended after the date of the most recent
audited financial statements and at least 30 days prior to the closing date of the Replacement DIP
Facility, consisting of a balance sheet and the related consolidated statements of income,
stockholders’ equity and cash flows, for each month ended after December 31, 2008 and certified by
the chief financial officer, chief executive officer or chief restructuring officer of the Company,
that they fairly present, in all material respects, the financial condition of the Company and its
Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated.



          “Intellectual Property” shall mean, the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under the United



 









 





States, multinational or foreign laws or otherwise, including without limitation, copyrights,
copyright licenses, patents, patent licenses, trademarks, trademark licenses, trade secrets, and
trade secret licenses, and the right to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment thereof, including the
right to receive all proceeds therefrom, including without limitation license fees, royalties,
income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with
respect thereto.




          “Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended to the
date hereof and from time to time hereafter, and any successor statute.



          “Legacy
Assets” has the meaning set forth in the Term Sheet.



          “Material
Adverse Effect” means a material adverse effect on and/or material adverse
developments with respect to (i) the business, operations, properties, assets or financial
condition of (a) the Company and its Subsidiaries, or (b) New Tronox and its Subsidiaries, in each
case taken as a whole (other than those events typically resulting from the filing of the Chapter
11 Cases, the announcement of the filing of the Chapter 11 Cases, those events typically resulting
from the emergence from the Chapter 11 Cases, or any other events disclosed in the Company’s
filings with the SEC prior to or on November 17, 2009); or (ii) the ability of (a) the Company or
any of its Subsidiaries or (b) New Tronox and its Subsidiaries, in each case taken as a whole, to
fully and timely perform their obligations under this Agreement, the Plan and any other document
contemplated hereby or thereby.



          “Material
Contract” means any contract or other arrangement to which the Company or
any of its Subsidiaries is a party for which breach, nonperformance, cancellation or failure to
renew could reasonably be expected to have a Material Adverse Effect.



          “Maturity Date” has the meaning set forth in the Credit Agreement, but shall in no
event be a date later than June 30, 2010 or, if the Extension Event has occurred, September 30,
2010.



          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan”
as defined in Section 3(37) of ERISA.



          “non-governmental CERCLA Claims” means allowed non-governmental breach of contract,
indemnification, contribution, reimbursement or cost recovery Claims (including third party Claims
for contribution or direct costs under the Comprehensive Environmental Response, Compensation, and
Liability Act or state equivalents, whether known or unknown, whether by contract, tort or statute,
whether existing or hereinafter arising and including all such Claims relating to the Owned Sites,
the Other Sites, the Legacy Assets, the Assets or any product to the extent manufactured by, or any
other property that was owned, operated or used for disposal by, the Debtors prior to the Effective
Date and not by New Tronox after the Effective Date.



 









 





          “Organizational Documents” means (i) with respect to any corporation or company, its
certificate, memorandum or articles of incorporation, organization or association, as amended, and
its by-laws, as amended, (ii) with respect to any limited partnership, its certificate or
declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii)
with respect to any general partnership, its partnership agreement, as amended, and (iv) with
respect to any limited liability company, its articles of organization, as amended, and its
operating agreement, as amended. In the event any term or condition of this Agreement requires any
Organizational Document to be certified by a secretary of state or similar governmental official,
the reference to any such “Organizational Document” shall only be to a document of a type
customarily certified by such governmental official.



          “Other Sites” has the meaning set forth in the Term Sheet.



          “Owned Sites” has the meaning set forth in the Term Sheet.



          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



          “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which
is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.



          “Permitted Liens” means:



          (a) Liens in favor of the secured parties under the Credit Agreement;



          (b) Liens for taxes not yet due or, if due, if obligations with respect to such taxes are
being contested in good faith by appropriate proceedings and reserves in accordance with GAAP with
respect thereto have been provided on the consolidated books of the Company;



          (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such
Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of
Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business
(i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any
such amounts overdue for a period in excess of five days) are being contested in good faith by
appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall
be required by GAAP shall have been made for any such contested amounts;



          (d) Liens incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed



 









 





money or other indebtedness), so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the secured assets on account thereof;




          (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title, in each case which do not and will not interfere in any material respect
with the ordinary conduct of the business of the Company or any of its Subsidiaries;



          (f) any interest or title of a lessor or sublessor under any lease of real estate permitted
under the Credit Agreement;



          (g) Liens solely on any cash earnest money deposits made by the Company or any of its
Subsidiaries in connection with any letter of intent or purchase agreement permitted under the
Credit Agreement;



          (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the ordinary course of business;



          (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;



          (j) any zoning or similar law or right reserved to or vested in any governmental office or
agency to control or regulate the use of any real property;



          (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual
Property rights granted by the Company or any of its Subsidiaries in the ordinary course of
business consistent with past practice;



          (l) Liens described in Schedule 3(o)(i);



          (m) Liens consisting of customary rights of set-off for bankers liens on amounts on deposit at
banks or other financial institutions, to the extent arising by operation of law or otherwise,
incurred in the ordinary course of business;



          (n) judgment Liens in respect of judgments that do not constitute an Event of Default under
the Credit Agreement;



          (o) Liens of a collection bank arising in the ordinary course of business under §4-208 of the
Uniform Commercial Code in effect in the relevant jurisdiction; and



          (p) Liens otherwise permitted under the Credit Agreement.



          “Person” means and includes natural persons, corporations, limited partnerships,
general partnerships, limited liability companies, limited liability partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks,




 











 




trust companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities.




          “Plan Support Documents” means, collectively, the Custodial Trust Agreements, the
Custodial Trust Settlement Agreements, the agreement forming the Anadarko Litigation Trust and any
other definitive documentation related to the Plan.




          “Post-Petition” means the time period beginning immediately upon the filing of the
Chapter 11 Cases.




          “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold
or otherwise) then owned by the Company or any of its Subsidiaries in any real property.




          “Securities” means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing agreement or
arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as “securities” or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.




          “Subsidiary” means with respect to any Person, any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof; provided, that in determining the percentage of ownership
interests of any Person controlled by another Person, no ownership interest in the nature of a
“qualifying share” of the former Person shall be deemed to be outstanding.




          “Tiwest” means Tiwest Pty Ltd, CAN 009343364, a Western Australia company.




          “Tiwest Joint Venture” means the joint venture arrangement governed by (a) that
certain Cooljarloo Mining Joint Venture Agreement, dated as of November 3, 1988, by and among
Yalgoo Minerals Pty. Ltd. (“Yalgoo”), Tronox Australia and the other parties thereto, as
amended by that certain Amending Deed to the Cooljarloo Mining Joint Venture Agreement, dated as of
March 26, 1991, by and among Yalgoo, Tronox Australia and the other parties thereto; (b) that
certain Processing Joint Venture Agreement, dated as of November 3, 1988, by and among Yalgoo,
Tronox Australia and the other parties thereto, as amended by that certain Amending Deed to the
Processing Joint Venture Agreement, dated as of March 26, 1991, by and among Yalgoo, Tronox
Australia and the other parties thereto as further amended by the Supplemental Deed to






 









 







Processing Joint Venture Agreement, dated June 30, 2008, by and among Yalgoo, Tronox
Australia, Exxaro Australia Sands Pty Ltd (“Exxaro Sands”) and the other parties; (c) that
certain Jurien Exploration Joint Venture Agreement, dated as of March 9, 1989, by and among Exxaro
Sands, Tific Pty Ltd (“Tific”), Tronox Australia and the other parties thereto; (d) that
certain Co operation Deed, dated as of November 3, 1988, by and among Exxaro Sands, Tronox
Australia and the other parties thereto; (e) that certain Operations Management Agreement, dated as
of December 16, 1988, by and among Yalgoo, Tronox Australia and the other parties thereto, as
amended by that certain Supplemental Deed to the Operations Management Agreement dated as of July
23, 2008 by and among Yalgoo, Tronox Australia and the other parties thereto; (f) that certain
Development Agreement, dated March 25, 2008, by and among Tronox LLC, Tronox Australia, Yalgoo,
Exxaro Sands and other parties thereto; (g) that certain Mineral Sands (Cooljarloo) Mining and
Processing Agreement, dated November 8, 1988 by and among the State of Western Australia Yalgoo
Tronox Australia and other parties thereto; (h) those certain other documents, agreements and
amendments entered into from time and time in connection with any of the foregoing agreements;
pursuant to which agreements the parties operate a chloride process titanium dioxide plant located
in Kwinana, Western Australia, a mining venture in Cooljarloo, Western Australia, and a mineral
separation plant and a synthetic rutile processing facility in Muchea, Western Australia; (i) those
certain other documents relating to or concerning exploration ventures at Jurien, Dongara and
elsewhere in Western Australia; (j) those certain other documents relating to or concerning an
office building in Bentley, Western Australia for the purpose of providing certain corporate
services; (k) that certain Bunbury Port Authority Lease of Port Facilities Bunbury, dated October
1, 2004, by and between Bunbury Port Authority and Tiwest; and (1) that certain Russell Park,
Henderson Warehouse Lease, dated November 3,2007, by and between ISPT Pty Ltd and Tiwest.




          “Tiwest Joint Venture Documents” means the documents and agreements referred to in the
definition “Tiwest Joint Venture”, together with all documents and agreements entered into from
time to time in connection with the Tiwest Joint Venture and either referred to in any of those
agreements or otherwise relating or ancillary to the Tiwest Joint Venture.




          “Tiwest Joint Venture Interests” means all of Tronox Australia’s rights, title and
interest in, to and under the Tiwest Joint Venture, including the Tiwest Shares.




          “Tiwest Joint Venture Participants” means Yalgoo, Senbar Holdings Pty Limited, a
Western Australian corporation, Synthetic Rutile Holdings Pty Limited, Western Australian
corporation, Pigment Holdings Pty Limited, a Western Australian corporation and Tific, a Western
Australian corporation.




          “Tiwest Shares” means 50 B and 50 D ordinary fully paid shares in the capital of
Tiwest, representing fifty percent of all of the ordinary fully paid issued shares in the capital
of Tiwest.




          “Tort Claims” has the meaning set forth in the Term Sheet.







 









 








          “Tronox Australia” means Tronox Western Australia Pty Ltd (ACN 009 331 195), a Western
Australia company.




          “Yalgoo” has the meaning set forth in the definition of Tiwest Joint Venture.






 









 








Exhibits A, B and C to the Equity Commitment Agreement are attached to the Motion.




Exhibit D to the Equity Commitment Agreement is omitted.