Exhibit 10.1


 


Execution Copy


 


REGISTRATION RIGHTS AGREEMENT, dated as of November
28, 2005 (this “Agreement”), between Kerr-McGee
Corporation, a Delaware corporation (“Kerr-McGee”)
and Tronox Incorporated, a Delaware corporation (the “Tronox”).


 


INTRODUCTION


 


Kerr-McGee and Tronox are
parties to a Master Separation Agreement, dated as of the date hereof (the “Master Separation Agreement”).  Capitalized terms used herein and not
otherwise defined have the meanings assigned to them in the Master Separation
Agreement.


 


Pursuant to the terms of
the Master Separation Agreement, immediately following the consummation of the
Initial Public Offering, Kerr-McGee will own directly or indirectly all of the
issued and outstanding shares of the Class B common stock, par value $0.01
per share, of Tronox (the “Class B Common Stock”).  Pursuant to the Master Separation Agreement,
Kerr-McGee has sole and absolute discretion to determine whether to consummate
the Distribution.


 


Tronox and Kerr-McGee
desire to make certain arrangements to provide Kerr-McGee with registration
rights with respect to shares of Class B Common Stock it owns.


 


In consideration of the
mutual agreements, provisions and covenants set forth in this Agreement the
parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

EFFECTIVENESS OF AGREEMENT


 


Section 1.1.                                   Effective
Date. This Agreement shall become effective upon the Closing Date.


 


Section 1.2.                                   Shares
Covered.  This Agreement covers all
shares of Class B Common Stock that are beneficially owned by Kerr-McGee
or any Permitted Transferee (as defined in Section 2.5) from time to time,
whether or not held immediately following the Initial Public Offering (subject
to the provisions of Section 7, the “Shares”).  The Shares shall include any securities
issued or issuable with respect to the Shares by way of a stock dividend or a
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. 
Kerr-McGee and any Permitted Transferees are each referred to herein as
a “Holder” and collectively as “Holders” and the holders of shares proposed to be included
in any registration under this Agreement are each referred to herein as “Selling Holder” and collectively as “Selling
Holders”.


 


ARTICLE II

DEMAND REGISTRATION


 


Section 2.1.                                   Notice.  Upon the terms and subject to the conditions
set forth herein, upon written notice of any Holder requesting that Tronox
effect the registration under the Securities Act, of 1933, as amended (the “Securities Act”) of any or all of the Shares held by it,
which notice shall specify the intended method or methods of disposition of
such Shares (which methods may include, without limitation, a Shelf
Registration, a Convertible Registration or an


 





















 


Exchange Registration (as such terms are defined in Section 2.6)),
Tronox will, within five days of receipt of such notice from any Holder, give
written notice of the proposed registration to all other Holders, if any, and
will use its commercially reasonable efforts to effect (at the earliest
reasonable date) the registration under the Securities Act of such Shares (and
the Shares of any other Holders joining in such request as are specified in a
written notice received by Tronox within 15 days after receipt of Tronox’s written
notice of the proposed registration) for disposition in accordance with the
intended method or methods of disposition stated in such request (each
registration request pursuant to this Section 2.1 is referred to as herein
as a “Demand Registration”); provided, however, that:


 


(i)                                     Tronox
shall not be obligated to effect registration with respect to Shares pursuant
to this Section 2 within 90 days after the effective date of a previous
registration, other than a Shelf Registration, effected with respect to Class B
Common Stock pursuant to this Section 2;


 


(ii)                                  if
at the time a Demand Registration is requested pursuant to this Section 2,
Tronox determines in the good faith judgment of the general counsel of Tronox,
to be confirmed within 15 days by the Tronox’s board of directors (the “Board”), that such registration would reasonably be expected
to require the disclosure of material information that Tronox has a bona fide
business purpose to keep confidential and the disclosure of which would have a
material adverse effect on any active proposal by Tronox or any of its
subsidiaries to engage in any material acquisition, merger, consolidation,
tender offer, other business combination, reorganization, securities offering
or other material transaction, Tronox may postpone the filing or effectiveness
of such registration until the earlier of (i) 15 Business Days after the
date of disclosure of such material information, or (ii) 75 days after
Tronox makes such determination; provided, however, that Tronox may delay a Demand Registration
hereunder only once in any 12-month period;


 


(iii)                               except in the case of a
Convertible Registration or an Exchange Registration, the number of Shares
originally requested to be registered pursuant to any registration requested
pursuant to this Section 2 shall cover Shares representing at least 10% of
the aggregate shares of all classes of Tronox Common Stock then issued and
outstanding;


 


(iv)                              if
a Demand Registration is an underwritten offering and the managing underwriters
advise Tronox in writing that in their opinion the number of Shares requested
to be included in such offering exceeds the number of Shares that can be sold
in an orderly manner in such offering within a price range acceptable to the
Holders of a majority of the Shares initially requesting such registration or
without materially adversely affecting the market for the Common Stock, Tronox
shall include in such registration the number of Shares requested by Holders of
a majority of the Shares to be included therein which, in the opinion of such
Holders based upon advice of the managing underwriters, can be sold in an
orderly manner within the price range of such offering and without materially
adversely affecting the market for the Common Stock, pro rata among the respective
Holders thereof on the basis of the amount of Common Stock owned by each Holder
requesting inclusion of Shares in such registration; and


 


2





















 


(v)                                 Tronox
shall not be required to effect more than five Demand Registrations pursuant to
this Section 2.1; provided, however, that the foregoing limitation shall not be
effective if, at the time of the fifth Demand Registration, Tronox is
prohibited under then-existing Commission rules from registering all remaining
Shares pursuant to a Shelf Registration, regardless of whether the Holder or
Holders has requested that such fifth Demand Registration be a Shelf
Registration or otherwise.


 


Section 2.2.                                   Registration
Expenses.  All Registration Expenses
(as defined in Section 8.1) for any registration requested pursuant to
this Section 2 (including any registration that is delayed or withdrawn)
shall be paid by Tronox.


 


Section 2.3.                                   Selection
of Professionals.  The Holders of a
majority of the Shares included in any Demand Registration shall have the right
to select the investment bankers and managers to underwrite or otherwise
administer the offering.  The Holders of
a majority of the Shares included in any Demand Registration shall have the
right to select the financial printer, the solicitation or exchange agent (if
any) and counsel for the Selling Holders. 
Tronox shall have the right to select its own outside counsel and,
subject to the provisions of the Master Separation Agreement, independent
auditors.


 


Section 2.4.                                   Third
Person Shares.  (a) Tronox shall
have the right to cause the registration of securities for sale for the account
of any Person (as defined in Section 6.1) (including Tronox) other than
the Selling Holders (the “Third Person Shares”)
in any registration of Shares requested pursuant to this Section 2 so long
as the Third Person Shares are disposed of in accordance with the intended
method or methods of disposition requested pursuant to this Section 2; provided, however, that
Tronox shall not have the right to cause the registration of such securities of
such other Persons if the registration requested pursuant to this Section 2
is a Convertible Registration or an Exchange Registration.


 


(b)                                 If
a Demand Registration in which Tronox proposes to include Third Person Shares
is an underwritten offering and the managing underwriters advise Tronox in
writing that in their opinion the number of Shares and Third Person Shares
requested to be included in such offering exceeds the number of Shares and
Third Person Shares that can be sold in an orderly manner in such offering
within a price range acceptable to the Holders of a majority of the Shares
initially requesting such registration or without materially adversely
affecting the market for the Tronox Common Stock (the “Maximum
Number”), Tronox shall not include in such registration any Third
Person Shares unless all of the Shares initially requested to be included
therein are so included, and then only to the extent of the Maximum Number.


 


Section 2.5.                                   Permitted
Transferees.  As used herein, “Permitted Transferee” shall mean any transferee, whether
direct or indirect, of Shares identified by Kerr-McGee (or a subsequent Holder)
in a written notice to Tronox.  Any
Permitted Transferees of the Shares shall be subject to and bound by all of the
terms and conditions herein applicable to Holders.  The notice required by this Section 2.5
shall be signed by both the transferring Holder and the Permitted Transferees
so designated and shall include an undertaking by the Permitted Transferees to
comply with the terms and conditions of this Agreement applicable to Holders.


 


3





















 


Section 2.6.                                   Shelf
Registration; Convertible Registration; Exchange Registration; Distribution.  With respect to any Demand Registration, the
requesting Holders may request Tronox to effect a registration of the Shares (a) under
a registration statement pursuant to Rule 415 under the Securities Act (or
any successor rule) (a “Shelf Registration”);
(b) in connection with such Holders’ registration under the Securities Act
of securities (the “Convertible Securities”)
convertible into, exercisable for or otherwise related to the Shares (a “Convertible Registration”); (c) in connection with such
Holders’ distribution of, or exchange of or offer to exchange the Shares for,
any debt or equity securities of such Holders, a subsidiary or affiliate
thereof or any other Person (an “Exchange Registration”);
or (d) in the form of a Distribution as defined in the Master Separation
Agreement.


 


Section 2.7.                                   Commission
Form.  Tronox shall use its
commercially reasonable efforts to cause a Demand Registration to be registered
on Form S-3 (or any successor form), and if Tronox is not then eligible
under the Securities Act to use Form S-3, a Demand Registration shall be
registered on Form S-1 (or any successor form).  If a Demand Registration is a Convertible
Registration or an Exchange Registration, Tronox shall effect such registration
on the appropriate Form under the Securities Act for such
registrations.  Tronox shall use its
commercially reasonable efforts to become eligible to use Form S-3 and,
after becoming eligible to use Form S-3, shall use its commercially
reasonable efforts to remain so eligible. 
All such registration statements shall comply with applicable
requirements of the Securities Act and the Commission’s rules and
regulations thereunder, and, together with each prospectus included, filed or
otherwise furnished by Tronox in connection therewith, shall not contain any
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading.  Tronox shall timely file all
reports on Forms 10-K, 10-Q and 8-K (or any successor forms), and all material
required to be filed, pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), to the extent
that such filing shall be a condition to initial filing or continued use or
effectiveness of any Demand Registration.


 


Section 2.8.                                   Other
Registration Rights.  Tronox shall
not grant to any Persons the right to request Tronox to register any equity
securities of Tronox, or any securities convertible or exchangeable into or
exercisable for such securities, whether pursuant to “demand,”
“piggyback,” or other rights, unless such
rights are subject and subordinate to the rights of the Holders under this
Agreement.


 


Section 2.9.                                   Withdrawal.  The Holders may withdraw a Demand
Registration at any time and under any circumstances.


 


ARTICLE III

PIGGYBACK REGISTRATIONS


 


Section 3.1.                                   Notice
and Registration.  (a) If Tronox
proposes to register any of its securities for public sale under the Securities
Act (whether proposed to be offered for sale by Tronox or any other Person), on
a form and in a manner that would permit registration of the Shares for sale to
the public under the Securities Act (a “Piggyback Registration”),
it will give prompt written notice to the Holders of its intention to do so,
and upon the written request of any or all of the Holders delivered to Tronox
within 20 days after the giving of any such notice


 


4





















 


(which request shall specify the Shares intended to be
disposed of by such Holders), Tronox will use its commercially reasonable
efforts to effect, in connection with the registration of such other
securities, the registration under the Securities Act of all of the Shares that
Tronox has been so requested to register by such Holders (which shall then
become Selling Holders), to the extent required to permit the disposition (in
accordance with the same method of disposition as Tronox proposes to use to
dispose of the other securities) of the Shares to be so registered; provided, however, that:


 


(i)                                     if,
at any time after giving such written notice of its intention to register any
of its other securities and prior to the effective date of the registration
statement filed in connection with such registration, Tronox shall determine
for any reason not to register such other securities, Tronox may, at its
election, give written notice of such determination to the Selling Holders (or,
if prior to delivery of the Holders’ written request described above in this Section 3.1,
the Holders) and thereupon Tronox shall be relieved of its obligation to
register such Shares in connection with the registration of such other
securities (but not from its obligation to pay Registration Expenses to the
extent incurred in connection therewith as provided in Section 3.3),
without prejudice, however, to the rights (if any) of any Selling Holders
immediately to request (subject to the terms and conditions of Section 2)
that such registration be effected as a registration under Section 2 or to
include such Shares in any subsequent Piggyback Registration pursuant to this Section 3;


 


(ii)                                  Tronox
shall not be required to effect any registration of the Shares under this Section 3
incidental to the registration of any of its securities in connection with
mergers, acquisitions, exchange offers, subscription offers, dividend
reinvestment plans or stock option or other employee benefit plans of Tronox;
and


 


(iii)                               if a Piggyback
Registration is an underwritten registration on behalf of Tronox (whether or
not selling security holders are included therein) and the managing
underwriters advise Tronox in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without materially adversely affecting the
marketability of the offering or the market for the Common Stock (the “Piggyback Maximum Number”), Tronox shall include the
following securities in such registration up to the Piggyback Maximum Number
and in accordance with the following priorities: (i) first, the securities
Tronox proposes to sell, (ii) second, up to the number of Shares requested
to be included in such registration, pro rata among the Selling Holders of such
Shares on the basis of the number of Shares owned by each such Selling Holder,
and (iii) third, up to the number of any other securities requested to be
included in such registration.


 


(b)                                 No
registration of Shares effected under this Section 3 shall relieve Tronox
of its obligation to effect a registration of Shares pursuant to Section 2.


 


(c)                                  Any
Selling Holder may withdraw any or all of its Shares from a Piggyback
Registration at any time under any circumstances.


 


5





















 


Section 3.2.                                   Selection
of Professionals.  If any Piggyback
Registration is an underwritten offering and any of the investment bankers or
managers selected to administer the offering was not one of the joint
book-running managers of the Initial Public Offering, such investment banker or
manager shall not administer such offering if the Holders of a majority of the
Shares included in such Piggyback Registration reasonably object thereto.  The Holders of a majority of the Shares
included in any Piggyback Registration shall have the right to select counsel
for the Selling Holders.  Tronox shall
select its own outside counsel and, subject to the terms of the Master
Separation Agreement, its independent auditors.


 


Section 3.3.                                   Registration
Expenses.  Tronox will pay all of the
Registration Expenses in connection with any registration pursuant to this Section 3.


 


ARTICLE IV

REGISTRATION PROCEDURES


 


Section 4.1.                                   Registration
and Qualification.  (a) If and
whenever Tronox is required to use its commercially reasonable efforts to
effect the registration of any Shares under the Securities Act as provided in
Sections 2 and 3, including an underwritten offering pursuant to a Shelf
Registration, Tronox will as promptly as is practicable (but in no event, in
the case of the initial filing of the registration statement, later than 30
days after the date of a demand under Section 2 if the applicable
registration form is Form S-3 or a successor form, and for any other form,
90 days from the date of such demand):


 


(i)                                     prepare
and file with the Commission a registration statement with respect to such
Shares and use its commercially reasonable efforts to cause such registration
statement to become effective as soon as practicable after the initial filing
thereof; provided that before filing a
registration statement or prospectus or any amendments or supplement thereto,
Tronox shall furnish to the counsel selected by the Holders of a majority of
the Shares covered by such registration statement copies of all such documents
proposed to be filed (which documents shall be subject to the review and
comment of such counsel);


 


(ii)                                  except
in the case of a Shelf Registration, Convertible Registration or Exchange
Registration, prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all of the Shares until the earlier of (i) such time
as all of such Shares have been disposed of in accordance with the intended
methods of disposition set forth in such registration statement or (ii) the
expiration of nine months after such registration statement becomes effective,
plus the number of days that any filing or effectiveness has been delayed under
Section 2.1(ii);


 


(iii)                               in the case of a Shelf
Registration (but not including any Convertible Registration), prepare and file
with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply with the provisions


 


6





















 


of the Securities Act with respect to the disposition of all Shares
subject thereto for a period ending on the earlier of (x) 24 months after the
effective date of such registration statement plus the number of days that any
filing or effectiveness has been delayed under Section 2.1(ii) or
suspended under Section 4.3(a) and (y) the date on which all the
Shares subject thereto have been sold pursuant to such registration statement;


 


(iv)                              in
the case of a Convertible Registration or an Exchange Registration, prepare and
file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply with the provisions
of the Securities Act with respect to the disposition of all of the Shares
subject thereto until such time as the rules, regulations and requirements of
the Securities Act and the terms of the Convertible Securities no longer
require such Shares to be registered under the Securities Act (the “Convertible Effective Period”);


 


(v)                                 furnish
to the Selling Holders and to any underwriter of such Shares such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of copies
of the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, such documents incorporated by reference in
such registration statement or prospectus, and such other documents as the
Selling Holders or such underwriter may reasonably request;


 


(vi)                              use
its commercially reasonable efforts to register or qualify all of the Shares
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as the Selling Holders or any underwriter of such
Shares shall reasonably request, and do any and all other acts and things that
may be necessary or advisable to enable the Selling Holders or any underwriter
to consummate the disposition in such jurisdictions of the Shares covered by
such registration statement, except that Tronox shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any
jurisdiction where it is not so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in any such
jurisdiction;


 


(vii)                           (x) furnish to the Selling
Holders, addressed to them, an opinion of counsel for Tronox and (y) use its
commercially reasonable efforts to furnish to the Selling Holders, addressed to
them, a “cold comfort” letter signed by the independent public accountants who
have certified Tronox’s financial statements included in such registration
statement, covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case
of such accountants’ letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten
public offerings of securities and such other matters as the Selling Holders
may reasonably request, in each case, in form and substance and as of the dates
reasonably satisfactory to the Selling Holders;


 


7





















 


(viii)                        immediately notify the Selling
Holders, at any time when a prospectus relating to a registration pursuant to Articles
II or III is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and at the request of the Selling
Holders prepare and furnish to the Selling Holders a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Shares,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they are
made, not misleading;


 


(ix)                                permit
any Selling Holders comprising holders of a majority of the Shares to be
included in such registration statement, in their sole and exclusive judgment,
to participate in the preparation of such registration or comparable statement
(including but not limited to having prompt access to any Commission comment
letters or other communications in connection with such registration and Tronox’s
responses thereto) and to require the insertion therein of material, furnished
to Tronox in writing, which in the reasonable judgment of such Selling Holders
and their counsel should be included;


 


(x)                                   to
make available members of management of Tronox, as selected by the Holders of a
majority of the Shares included in such registration statement, for assistance
in the selling effort relating to the Shares covered by such registration,
including, but not limited to, the participation of such members of Tronox’s
management in road show presentations;


 


(xi)                                in
the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any
related prospectus or suspending the qualification of any securities included
in such registration statement for sale in any jurisdiction, Tronox shall use its
commercially reasonable efforts promptly to obtain the withdrawal of such
order; and


 


(xii)                             use its commercially
reasonable efforts to cause Shares covered by such registration statement to be
registered with or approved by such other government agencies or authorities as
may be necessary to enable the sellers thereof to consummate the disposition of
such Shares.


 


(b)                                 Tronox
may require the Selling Holders to furnish Tronox with such information
regarding the Selling Holders and the distribution of the Shares as Tronox may
from time to time reasonably request in writing and as shall be required by
law, the Commission or any securities exchange on which any shares of Common
Stock are then listed for trading in connection with any registration.


 


Section 4.2.                                   Underwriting.  If requested by the underwriters for any
underwritten offering in connection with a registration requested hereunder
(including any registration under Section 3 which involves, in whole or in
part, an underwritten offering), Tronox will enter into


 


8





















 


an underwriting agreement with such underwriters for
such offering, such agreement to contain such representations and warranties by
Tronox and such other terms and provisions as are customarily contained in
underwriting agreements with respect to that offering, including, without
limitation, indemnities and contribution to the effect and to the extent
provided in Article VI and the provision of opinions of counsel and
accountants’ letters to the effect and to the extent provided in Section 4.1(a)(vii).  Tronox may require that the Shares requested
to be registered pursuant to Article III be included in such underwriting
on the same terms and conditions as shall be applicable to the other securities
being sold through underwriters under such registration; provided,
however, that no Selling Holder shall be
required to make any representations or warranties to Tronox or the
underwriters (other than representations and warranties regarding such Holder
and such Holder’s intended method of distribution) or to undertake any
indemnification obligations to Tronox or the underwriters with respect thereto,
except as otherwise provided in Section 6.2 hereof.  The Selling Holders shall be parties to any
such underwriting agreement, and the representations and warranties by, and the
other agreements on the part of, Tronox to and for the benefit of such
underwriters shall also be made to and for the benefit of such Selling Holders.


 


Section 4.3.                                   Blackout
Periods for Shelf Registrations. (a) At any time when a Shelf
Registration effected pursuant to Article II relating to the Shares is
effective, upon written notice from Tronox to the Selling Holders that Tronox
determines in the good faith judgment of the general counsel of Tronox, to be
confirmed within 15 days by the Board, that (i) the Selling Holders’ sale
of the Shares pursuant to the Shelf Registration would require disclosure of
material information that Tronox has a bona fide business purpose for
preserving as confidential and the disclosure of which would have a material
adverse effect on Tronox or (ii) Tronox is unable to comply with
Commission requirements for continued use or effectiveness of the Shelf
Registration (in the case of either clause (i) or (ii), for convenience,
referred to as an “Information Blackout”),
the Selling Holders shall suspend sales of Shares pursuant to such Shelf
Registration until the earlier of (A) the date upon which such material
information is disclosed to the public or ceases to be material (or Tronox
otherwise complies with applicable Commission requirements), (B) 90 days
after the general counsel of Tronox makes such good faith determination (as
subsequently confirmed by the Board) unless resuming use of the Shelf
Registration is then prohibited by applicable Commission rules or
published interpretations, or (C) such time as Tronox notifies the Selling
Holders that sales pursuant to such Shelf Registration may be resumed (the
number of days from such suspension of sales of the Selling Holders until the
day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”).


 


(b)                                 If
there is an Information Blackout and the Selling Holders do not notify Tronox
in writing of their desire to cancel such Shelf Registration, the period set
forth in Section 4.1(a)(iii)(x) shall be extended for a number of days
equal to the number of days in the Sales Blackout Period.  The fact that a Sales Blackout Period is
required under this Section 4.3 or Commission rules shall not relieve
the contractual duty of Tronox as set forth in Section 2.7 to file timely
reports and otherwise file material required to be filed under the Exchange
Act.


 


Section 4.4.                                   Listing
and Other Requirements.  In
connection with the registration of any offering of Shares pursuant to this
Agreement, Tronox agrees to use commercially reasonable efforts to effect the
listing of such Shares on any securities exchange on which any


 


9





















 


shares of any class of Tronox Common Stock are then
listed and otherwise facilitate the public trading of such Shares.  Tronox will take all other lawful actions
reasonably necessary and customary under the circumstances to expedite and
facilitate the disposition by the Selling Holders of Shares registered pursuant
to this Agreement as described in the prospectus relating thereto, including
without limitation timely preparation and delivery of stock certificates in
appropriate denominations and furnishing any required instructions or legal
opinions to Tronox’s transfer agent in connection with Shares sold or otherwise
distributed pursuant to an effective registration statement.


 


Section 4.5.                                   Holdback
Agreements. (a) Tronox shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 90-day period beginning on the effective date of any
registration statement in connection with a Demand Registration (other than a
Shelf Registration) or a Piggyback Registration, except pursuant to
registrations on Form S-8 or any successor form or unless the underwriters
managing any such public offering otherwise agree in writing.


 


(b)                                 If
the Holders notify Tronox in writing that they intend to effect an underwritten
sale of Shares registered pursuant to a Shelf Registration pursuant to Article II
hereof, Tronox shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for its equity securities, during the seven days prior to and during the 90-day
period beginning on the date of the proposed sale, except pursuant to
registrations on Form S-8 or any successor form or unless the underwriters
managing any such public offering otherwise agree in writing.


 


(c)                                  If
Tronox completes an underwritten registration with respect to any of its
securities (whether offered for sale by Tronox or any other Person) on a form
and in a manner that would have permitted registration of the Shares, if no
Holder requested the inclusion of any Shares in such registration, and if
Tronox gives each Holder at least 20 days prior written notice of the
approximate date on which such offering is expected to be commenced, the
Holders shall not effect any public sales or distributions of equity securities
of Tronox, or any securities convertible into or exchangeable or exercisable
for such securities, until the termination of the holdback period required from
Tronox by any underwriters in connection with such previous registration; provided that the holdback period applicable to the Holders
shall (i) in no event be longer than a period of seven days before and 90
days after the effective date of such registration or apply to the Holders more
than once in any 12-month period, (ii) not apply to any Distribution under
the Master Separation Agreement, (iii) not apply to any securities of
Tronox acquired on the open market, (iv) not apply to any Holder owning
less than 10% of Tronox’s outstanding voting securities and (v) not apply
unless all directors and officers of Tronox and holders of 10% or more of the
Tronox’s outstanding voting securities are bound by the same holdback
restrictions as are intended to apply to the Holders.


 


ARTICLE V

PREPARATION; REASONABLE INVESTIGATION


 


Section 5.1.                                   Preparation;
Reasonable Investigation.  In
connection with the preparation and filing of each registration statement
registering the Shares under the Securities Act and each


 


10





















 


sale of the Shares thereunder, Tronox will give the
Selling Holders and the underwriters, if any, and their respective counsel and
accountants, access to its financial and other records, pertinent corporate
documents and properties of Tronox and such opportunities to discuss the
business of Tronox with its officers and the independent public accountants who
have certified its financial statements as shall be necessary, in the opinion
of the Selling Holders and such underwriters or their respective counsel, to
conduct a reasonable investigation within the meaning of the Securities Act.


 


ARTICLE VI

INDEMNIFICATION AND CONTRIBUTION


 


Section 6.1.                                   Indemnification
of Selling Holders.  In the event of
any registration of any of the Shares hereunder, Tronox will enter into
customary indemnification arrangements to indemnify and hold harmless each of
the Selling Holders, each of their respective directors and officers, each
Person (as defined below) who participates as an underwriter in the offering or
sale of such securities, each officer and director of each underwriter, and
each Person, if any, who controls each such Selling Holder or any such
underwriter within the meaning of the Securities Act (collectively, the “Covered Persons”) against any losses, claims, damages,
liabilities and expenses, joint or several, to which such Person may be subject
under the Securities Act or otherwise insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any related registration statement
filed under the Securities Act, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, or any document
incorporated by reference therein, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and Tronox will
reimburse each such Covered Person, as incurred, for any legal or any other
expenses reasonably incurred by such Covered Person in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided, however,
that Tronox shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus or final prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to Tronox by
such Selling Holder or such underwriter specifically for use in the preparation
thereof.  Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
any such Covered Person and shall survive the transfer of such securities by
the Selling Holders.  In order to provide
for just and equitable contribution to joint liability under the Securities Act
in any case in which either (a) any Holder exercising rights under this
Agreement, or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 6.1, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6.1 provides for
indemnification in such case, or (b) contribution under the Securities Act
may be required on the part of any such Selling Holder or any such controlling
person in circumstances for which indemnification is provided under this Section 6.1,
then, and in each such case, Tronox and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject


 


11





















 


(after contribution from others) in such proportion so
that such Holder is responsible for the portion represented by the percentage
that the public offering price of its Shares offered by and sold under the
registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and Tronox and other
Selling Holders are responsible for the remaining portion; provided,
however, that, in any such case: (i) no
such Holder will be required to contribute any amount in excess of the net
amount of proceeds of all such Shares offered and sold by such Holder pursuant
to such registration statement; and (ii) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.  “Person” means
an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity, or any department, agency or political
subdivision thereof.


 


Section 6.2.                                   Indemnification
by the Selling Holders.  Each of the
Selling Holders, by virtue of exercising its respective registration rights
hereunder, agrees and undertakes to enter into customary indemnification
arrangements to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 6.1) Tronox, its directors and officers,
each Person who participates as an underwriter in the offering or sale of such
securities, each officer and director of each underwriter, and each Person, if
any, who controls Tronox or any such underwriter within the meaning of the
Securities Act, with respect to any statement in or omission from such
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if such statement or omission
is contained in written information furnished by such Selling Holder to Tronox
specifically for inclusion in such registration statement or prospectus; provided, however, that
the obligation to indemnify shall be individual, not joint and several, for
each Selling Holder and shall be limited to the net amount of proceeds received
by such Selling Holder from the sale of Shares pursuant to such registration
statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of Tronox or any such director, officer or Person and shall survive the
transfer of the registered securities by the Selling Holders.


 


Section 6.3.                                   Indemnification
Procedures.  Any Person entitled to
indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided, however, that the failure to give prompt notice shall not impair any
Person’s rights to indemnification hereunder to the extent such failure has not
prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. 
If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without the
indemnifying party’s consent (but such consent shall not be unreasonably
withheld).  An indemnifying party who is
not entitled to (as a result of a conflict of interest, as determined in the
indemnified party’s reasonable judgment), or who elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist


 


12





















 


between such indemnified party and any other of such
indemnified parties with respect to such claim.


 


ARTICLE VII

BENEFITS AND TERMINATION OF REGISTRATION RIGHTS.  


 


Section 7.1.                                   Benefits
and Termination of Registration Rights. 
The Holders may exercise the registration rights granted hereunder in
such manner and proportions as they shall agree among themselves.  The registration rights hereunder shall cease
to apply to any particular Share and such securities shall cease to be Shares
when: (a) a registration statement with respect to the sale of such Shares
shall have become effective under the Securities Act and such Shares shall have
been disposed of in accordance with such registration statement; (b) such
Shares shall have been sold to the public pursuant to Rule 144 under the
Securities Act (or any successor provision); (c) such Shares shall have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by Tronox and subsequent
public distribution of them shall not require registration or qualification of
them under the Securities Act or any similar state law then in force; (d) such
Shares shall have ceased to be outstanding; or (e) in the case of Shares
held by a Permitted Transferee, when such Shares become eligible for sale
pursuant to Rule 144(k) under the Securities Act (or any successor
provision).


 


ARTICLE VIII

REGISTRATION EXPENSES


 


Section 8.1.                                   Registration
Expenses.  As used in this Agreement,
the term “Registration Expenses” means all
expenses incident to Tronox’s performance of or compliance with the
registration requirements set forth in this Agreement including, without
limitation, the following: (a) the fees, disbursements and expenses of
Tronox’s counsel and accountants in connection with the registration of the
Shares to be disposed of under the Securities Act; (b) all expenses in
connection with the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus, any other offering
document and amendments and supplements thereto and the mailing and delivering
of copies thereof to the underwriters and dealers and directly to
securityholders in the case of an Exchange Registration; (c) the cost of
printing and producing any agreements among underwriters, underwriting
agreements, and blue sky or legal investment memoranda, any selling agreements
and any amendments thereto or other documents in connection with the offering,
sale or delivery of the Shares to be disposed of; (d) all expenses in
connection with the qualification of the Shares to be disposed of for offering
and sale under state securities laws, including the fees and disbursements of
counsel for the underwriters in connection with such qualification and in
connection with any blue sky and legal investment surveys; (e) the filing
fees incident to securing any required review by the New York Stock Exchange
and any other securities exchange on which the Common Stock is then traded or
listed of the terms of the sale of the Shares to be disposed of and the trading
or listing of all such Shares on each such exchange; (f) the costs of
preparing stock certificates; (g) the costs and charges of Tronox’s
transfer agent and registrar; and (h) the fees and disbursements of any
custodians, solicitation agents, information agents or exchange agents.  Registration Expenses shall not include
underwriting discounts and underwriters’ commissions attributable to the


 


13





















 


Shares being registered for sale on behalf of the
Selling Holders, which shall be paid by the Selling Holders.


 


ARTICLE IX

MISCELLANEOUS.


 


Section 9.1.                                   Termination.
This Agreement may be terminated by Kerr-McGee at any time, in its sole
discretion, prior to the Closing Date, in which case neither party will have
any liability of any kind to the other party.


 


Section 9.2.                                   Counterparts;
Entire Agreement.  (a) This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party.


 


(b)                                 This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof, supersedes all previous agreements, negotiations,
discussions, writings, understandings, commitments and conversations with
respect to such subject matter and there are no agreements or understandings
between the parties other than those set forth or referred to herein or
therein.


 


Section 9.3.                                   Governing
Law; Jurisdiction; Jury Trial Waiver. 
(a)  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
principles of conflicts of laws thereof.


 


(b)                                 Each
of the parties hereto (i) consents to submit itself to the personal jurisdiction
of the United States District Court for the Southern District of New York or
the Supreme Court of The State of New York, New York County in the event any
dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (iii) agrees that it will not bring any action relating to this
agreement or any of the transactions contemplated hereby in any court other
than the United States District Court for the Southern District of New York or
the Supreme Court of the State of New York, New York County.


 


(c)                                  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BY
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 9.4.                                   Assignment.  This Agreement may not be assigned by any
party hereto other than by Kerr-McGee to a Permitted Transferee as provided for
in Section 2.5; provided that
Kerr-McGee may assign this Agreement in connection with the sale of all or
substantially all of its assets.


 


Section 9.5.                                   Third
Party Beneficiaries.  Except for the
indemnification rights under this Agreement, (a) the provisions of this
Agreement are solely for the benefit of the parties hereto


 


14





















 


and are not intended to confer upon any other any
rights or remedies hereunder and (b) there are no third party
beneficiaries of this Agreement and this Agreement shall not provide any third
person with any remedy, claim, liability, reimbursement, claim of action or
other right in excess of those existing without reference to this Agreement.


 


Section 9.6.                                   Notices.  All notices or other communications under
this Agreement shall be in writing (including by telecopy) and shall be deemed
to be duly given or made when delivered, or, in the case of telecopy, when
received, addressed as follows or to such other address as may be hereafter notified
by the respective party:


 


	
  To Parent:

  	
   

  	
  Kerr-McGee
  Corporation

  Kerr-McGee Worldwide Corporation

  Kerr-McGee Center

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-3649

  Attention:   General Counsel

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Covington &
  Burling

  1330 Avenue of the Americas

  New York, New York 10019

  Facsimile:   212-841-1010

  Attention:   Scott F. Smith

  
	
   

  	
   

  	
   

  
	
  To Tronox:

  	
   

  	
  Tronox
  Incorporated

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-4504

  Attention:   Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Tronox
  Incorporated

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-4101

  Attention:   General Counsel

  



 


Section 9.7.                                   Severability.  If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof or thereof, or the application of such provision to Persons
or circumstances or in jurisdictions other than those as to which it has been
held invalid or unenforceable, shall remain in full force and effect and shall
in no way be affected, impaired or invalidated thereby, so long as the economic
or legal substance of the transactions contemplated hereby or thereby, as the
case may be, is not affected in any manner adverse to any party.  Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon such a suitable and
equitable provision to effect the original intent of the parties.


 


15





















 


Section 9.8.                                   Parties
in Interest.  This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and their
legal representatives and successors, and each affiliate of the parties hereto,
and nothing in this Agreement, express or implied, is intended to confer upon
any other Person, other than any Permitted Transferee, any rights or remedies
of any nature whatsoever under or by reason of this Agreement.


 


Section 9.9.                                   Disputes.  The parties shall attempt to finally resolve
any claim, controversy, or dispute arising out of or relating to this
Agreement, or the threatened, alleged or actual breach or default thereof by
either party, as hereinafter set forth. 
The resolution procedures shall be invoked when either party sends a
written notice to the other party of the occurrence of a claim, controversy or
dispute, or of the threatened, alleged or actual breach of this Agreement.  The notice shall describe the nature of the
dispute and the party’s position with respect to such dispute.  The parties shall expeditiously schedule consultations
or a meeting between knowledgeable representatives designated by each party in
an effort to resolve the dispute informally. 
Such consultations or meetings shall in no event occur later than 10
days after delivery of the written notice by a party under this Section 9.9.  If the parties are unable to resolve the
dispute within 15 days after consultations commence, the dispute shall be submitted
in writing to an appropriate executive officer of each party.  The executive officers shall attempt to
resolve any dispute submitted to them for resolution in accordance with this Section 9.9
through consultation and negotiation, within 30 days after such submittal (or
such longer period as may be mutually agreed by the parties).  The executive officers may request the
assistance of an independent mediator if they believe that such a mediator
would be of assistance to the efficient resolution of the dispute.


 


Section 9.10.                             Failure
or Indulgence Not Waiver; Remedies Cumulative.  No failure or delay on the part of any party
hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other right.  All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.


 


Section 9.11.                             Amendments.  No provisions of this Agreement shall be
deemed waived, amended, supplemented or modified by any party, unless such
waiver, amendment, supplement or modification is in writing and signed by the
authorized representative of the party against whom it is sought to enforce
such waiver, amendment, supplement or modification.


 


Section 9.12.                             Interpretation.  Words in the singular shall be held to
include the plural and vice versa and words of one gender shall be held to
include the other genders as the context requires. The terms “hereof”, “herein”,
and “herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement. Article and Section references are to
the Articles and Sections of this Agreement unless otherwise specified.  The word “including” and words of similar
import when used in this Agreement (or the applicable Ancillary Agreement)
shall mean “including, without limitation,” unless the context otherwise
requires or unless otherwise specified. 
The word “or” shall not be exclusive.


 


16





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as
of the date and year first written above.


 


	
   

  	
  KERR-McGEE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert M.
  Wohleber

  	
   

  
	
   

  	
  Name: Robert M.
  Wohleber

  
	
   

  	
  Title: Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRONOX INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas W.
  Adams

  	
   

  
	
   

  	
  Name: Thomas W.
  Adams

  
	
   

  	
  Title: Chief
  Executive Officer

  



 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]