Exhibit 10.7


 


[EXECUTION COPY]


 




 


 





TRONOX WORLDWIDE LLC,


 


TRONOX FINANCE CORP.,


 


THE GUARANTORS PARTIES HERETO,


 


 


AND


 


 


CITIBANK, N.A.,

AS TRUSTEE


 


 


91/2 % Senior Notes due
2012


 










 


INDENTURE


 


Dated as of November 28, 2005


 










 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
  Section 1.1.

  	
  Definitions.

  	
   

  	
  1

  
	
  Section 1.2.

  	
  Other Definitions.

  	
   

  	
  29

  
	
  Section 1.3.

  	
  Incorporation by Reference
  of Trust Indenture Act

  	
   

  	
  32

  
	
  Section 1.4.

  	
  Rules of Construction

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II THE NOTES

  	
   

  	
  33

  
	
  Section 2.1.

  	
  Form, Dating and Terms.

  	
   

  	
  33

  
	
  Section 2.2.

  	
  Execution and
  Authentication

  	
   

  	
  38

  
	
  Section 2.3.

  	
  Registrar and Paying Agent

  	
   

  	
  39

  
	
  Section 2.4.

  	
  Paying Agent to Hold Money
  in Trust

  	
   

  	
  39

  
	
  Section 2.5.

  	
  Holder Lists

  	
   

  	
  40

  
	
  Section 2.6.

  	
  Transfer and Exchange.

  	
   

  	
  40

  
	
  Section 2.7.

  	
  Form of Certificates to be
  Delivered in Connection with Transfers Pursuant to Regulation S and Rule
  144A.

  	
   

  	
  43

  
	
  Section 2.8.

  	
  Mutilated, Destroyed, Lost
  or Wrongfully Taken Notes

  	
   

  	
  45

  
	
  Section 2.9.

  	
  Outstanding Notes

  	
   

  	
  46

  
	
  Section 2.10.

  	
  Cancellation

  	
   

  	
  46

  
	
  Section 2.11.

  	
  Payment of Interest;
  Defaulted Interest

  	
   

  	
  46

  
	
  Section 2.12.

  	
  Computation of Interest

  	
   

  	
  47

  
	
  Section 2.13.

  	
  CUSIP Numbers

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III COVENANTS

  	
   

  	
  48

  
	
  Section 3.1.

  	
  Payment of Notes

  	
   

  	
  48

  
	
  Section 3.2.

  	
  Reports

  	
   

  	
  48

  
	
  Section 3.3.

  	
  Incurrence of Indebtedness
  and Issuance of Preferred Stock.

  	
   

  	
  49

  
	
  Section 3.4.

  	
  Restricted Payments.

  	
   

  	
  53

  
	
  Section 3.5.

  	
  Liens

  	
   

  	
  57

  
	
  Section 3.6.

  	
  Dividend and Other Payment
  Restrictions Affecting Subsidiaries.

  	
   

  	
  57

  
	
  Section 3.7.

  	
  Asset Sales.

  	
   

  	
  60

  
	
  Section 3.8.

  	
  Transactions with
  Affiliates.

  	
   

  	
  62

  
	
  Section 3.9.

  	
  Change of Control

  	
   

  	
  64

  
	
  Section 3.10.

  	
  Future Note Guarantees

  	
   

  	
  65

  
	
  Section 3.11.

  	
  Sale and Leaseback
  Transactions

  	
   

  	
  66

  
	
  Section 3.12.

  	
  Business Activities

  	
   

  	
  66

  
	
  Section 3.13.

  	
  Designation of Restricted
  and Unrestricted Subsidiaries

  	
   

  	
  66

  
	
  Section 3.14.

  	
  Maintenance of Office or
  Agency

  	
   

  	
  67

  
	
  Section 3.15.

  	
  Corporate Existence

  	
   

  	
  67

  
	
  Section 3.16.

  	
  Payment of Taxes and Other
  Claims

  	
   

  	
  67

  
	
  Section 3.17.

  	
  Compliance Certificate

  	
   

  	
  68

  
	
  Section 3.18.

  	
  Further Instruments and Acts

  	
   

  	
  68

  
	
  Section 3.19.

  	
  Statement by Officers as
  to Default

  	
   

  	
  68

  
	
  Section 3.20.

  	
  Payments for Consent

  	
   

  	
  68

  



 


i





















 


	
  Section 3.21.

  	
  Restrictions on Activities
  of Tronox Finance

  	
   

  	
  68

  
	
  Section 3.22.

  	
  Elimination of Covenants

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV SUCCESSOR COMPANY

  	
   

  	
  69

  
	
  Section 4.1.

  	
  Merger, Consolidation or
  Sale of Assets

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V REDEMPTION OF NOTES

  	
   

  	
  70

  
	
  Section 5.1.

  	
  Optional Redemption

  	
   

  	
  70

  
	
  Section 5.2.

  	
  Applicability of Article

  	
   

  	
  71

  
	
  Section 5.3.

  	
  Election to Redeem; Notice
  to Trustee

  	
   

  	
  71

  
	
  Section 5.4.

  	
  Selection by Trustee of
  Notes to Be Redeemed

  	
   

  	
  71

  
	
  Section 5.5.

  	
  Notice of Redemption

  	
   

  	
  71

  
	
  Section 5.6.

  	
  Deposit of Redemption
  Price

  	
   

  	
  73

  
	
  Section 5.7.

  	
  Notes Payable on
  Redemption Date

  	
   

  	
  73

  
	
  Section 5.8.

  	
  Notes Redeemed in Part

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI DEFAULTS AND REMEDIES

  	
   

  	
  74

  
	
  Section 6.1.

  	
  Events of Default

  	
   

  	
  74

  
	
  Section 6.2.

  	
  Acceleration

  	
   

  	
  76

  
	
  Section 6.3.

  	
  Other Remedies

  	
   

  	
  76

  
	
  Section 6.4.

  	
  Waiver of Past Defaults

  	
   

  	
  77

  
	
  Section 6.5.

  	
  Control by Majority

  	
   

  	
  77

  
	
  Section 6.6.

  	
  Limitation on Suits

  	
   

  	
  77

  
	
  Section 6.7.

  	
  Rights of Holders to
  Receive Payment

  	
   

  	
  78

  
	
  Section 6.8.

  	
  Collection Suit by Trustee

  	
   

  	
  78

  
	
  Section 6.9.

  	
  Trustee May File Proofs of
  Claim

  	
   

  	
  78

  
	
  Section 6.10.

  	
  Priorities

  	
   

  	
  78

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
   

  	
  79

  
	
  Section 6.12.

  	
  Additional Payments

  	
   

  	
  79

  
	
  Section 6.13.

  	
  Waiver of Stay, Extension
  and Usury Laws

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII TRUSTEE

  	
   

  	
  80

  
	
  Section 7.1.

  	
  Duties of Trustee

  	
   

  	
  80

  
	
  Section 7.2.

  	
  Rights of Trustee

  	
   

  	
  81

  
	
  Section 7.3.

  	
  Individual Rights of
  Trustee

  	
   

  	
  82

  
	
  Section 7.4.

  	
  Trustee’s Disclaimer

  	
   

  	
  82

  
	
  Section 7.5.

  	
  Notice of Defaults

  	
   

  	
  83

  
	
  Section 7.6.

  	
  Reports by Trustee to
  Holders

  	
   

  	
  83

  
	
  Section 7.7.

  	
  Compensation and Indemnity

  	
   

  	
  83

  
	
  Section 7.8.

  	
  Replacement of Trustee

  	
   

  	
  84

  
	
  Section 7.9.

  	
  Successor Trustee by
  Merger

  	
   

  	
  85

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
   

  	
  85

  
	
  Section 7.11.

  	
  Preferential Collection of
  Claims Against Issuers

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  85

  
	
  Section 8.1.

  	
  Option to Effect Legal
  Defeasance or Covenant Defeasance

  	
   

  	
  85

  
	
  Section 8.2.

  	
  Legal Defeasance and
  Discharge

  	
   

  	
  85

  



 


ii





















 


	
  Section 8.3.

  	
  Covenant Defeasance

  	
   

  	
  86

  
	
  Section 8.4.

  	
  Conditions to Legal or
  Covenant Defeasance

  	
   

  	
  87

  
	
  Section 8.5.

  	
  Deposited Cash and
  Government Securities to be Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  88

  
	
  Section 8.6.

  	
  Repayment to Company

  	
   

  	
  88

  
	
  Section 8.7.

  	
  Reinstatement

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX AMENDMENTS

  	
   

  	
  89

  
	
  Section 9.1.

  	
  Without Consent of Holders

  	
   

  	
  89

  
	
  Section 9.2.

  	
  With Consent of Holders

  	
   

  	
  90

  
	
  Section 9.3.

  	
  Compliance with Trust Indenture
  Act

  	
   

  	
  91

  
	
  Section 9.4.

  	
  Revocation and Effect of
  Consents and Waivers

  	
   

  	
  91

  
	
  Section 9.5.

  	
  Notation on or Exchange of
  Notes

  	
   

  	
  91

  
	
  Section 9.6.

  	
  Trustee To Sign Amendments

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X NOTE GUARANTEE

  	
   

  	
  92

  
	
  Section 10.1.

  	
  Note Guarantee

  	
   

  	
  92

  
	
  Section 10.2.

  	
  Limitation on Liability;
  Termination, Release and Discharge.

  	
   

  	
  93

  
	
  Section 10.3.

  	
  Limitation of Guarantors’
  Liability

  	
   

  	
  95

  
	
  Section 10.4.

  	
  Contribution

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XI SATISFACTION AND DISCHARGE

  	
   

  	
  95

  
	
  Section 11.1.

  	
  Satisfaction and Discharge

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII MISCELLANEOUS

  	
   

  	
  96

  
	
  Section 12.1.

  	
  Trust Indenture Act
  Controls

  	
   

  	
  96

  
	
  Section 12.2.

  	
  Notices

  	
   

  	
  96

  
	
  Section 12.3.

  	
  Communication by Holders
  with other Holders

  	
   

  	
  97

  
	
  Section 12.4.

  	
  Certificate and Opinion as
  to Conditions Precedent

  	
   

  	
  97

  
	
  Section 12.5.

  	
  Statements Required in
  Certificate or Opinion

  	
   

  	
  98

  
	
  Section 12.6.

  	
  When Notes Disregarded

  	
   

  	
  98

  
	
  Section 12.7.

  	
  Rules by Trustee, Paying
  Agent and Registrar

  	
   

  	
  98

  
	
  Section 12.8.

  	
  Legal Holidays

  	
   

  	
  98

  
	
  Section 12.9.

  	
  GOVERNING LAW

  	
   

  	
  98

  
	
  Section 12.10.

  	
  No Recourse Against Others

  	
   

  	
  98

  
	
  Section 12.11.

  	
  Successors

  	
   

  	
  99

  
	
  Section 12.12.

  	
  Multiple Originals

  	
   

  	
  99

  
	
  Section 12.13.

  	
  Qualification of Indenture

  	
   

  	
  99

  
	
  Section 12.14.

  	
  Severability

  	
   

  	
  99

  
	
  Section 12.15.

  	
  No Adverse Interpretation
  of Other Agreements

  	
   

  	
  99

  
	
  Section 12.16.

  	
  Table of Contents;
  Headings

  	
   

  	
  99

  
	
  Section 12.17.

  	
  Rights of Paying Agent and
  Registrar

  	
   

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of the Note

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of the Exchange Note

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of Supplemental Indenture

  	
   

  	
   

  



 


iii





















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  	
   

  
	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
  (a)(3)

  	
   

  	
  N/A

  	
   

  
	
  (a)(4)

  	
   

  	
  N/A.

  	
   

  
	
  (b)

  	
   

  	
  7.8; 7.10

  	
   

  
	
  (c)

  	
   

  	
  N/A

  	
   

  
	
  311(a)

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
  N/A

  	
   

  
	
  312(a)

  	
   

  	
  2.5

  	
   

  
	
  (b)

  	
   

  	
  12.3

  	
   

  
	
  (c)

  	
   

  	
  12.3

  	
   

  
	
  313(a)

  	
   

  	
  7.6

  	
   

  
	
  (b)(1)

  	
   

  	
  7.6

  	
   

  
	
  (b)(2)

  	
   

  	
  7.6

  	
   

  
	
  (c)

  	
   

  	
  7.6

  	
   

  
	
  (d)

  	
   

  	
  7.6

  	
   

  
	
  314(a)

  	
   

  	
  3.2; 12.2

  	
   

  
	
  (b)

  	
   

  	
  N/A

  	
   

  
	
  (c)(1)

  	
   

  	
  11.4

  	
   

  
	
  (c)(2)

  	
   

  	
  11.4

  	
   

  
	
  (c)(3)

  	
   

  	
  N/A

  	
   

  
	
  (d)

  	
   

  	
  N/A

  	
   

  
	
  (e)

  	
   

  	
  12.5

  	
   

  
	
  315(a)

  	
   

  	
  7.1

  	
   

  
	
  (b)

  	
   

  	
  7.5; 12.2

  	
   

  
	
  (c)

  	
   

  	
  7.1

  	
   

  
	
  (d)

  	
   

  	
  7.1

  	
   

  
	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
  12.6

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  6.5

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  6.4

  	
   

  
	
  (a)(2)

  	
   

  	
  N/A

  	
   

  
	
  (b)

  	
   

  	
  6.7

  	
   

  
	
  317(a)(1)

  	
   

  	
  6.8

  	
   

  
	
  (a)(2)

  	
   

  	
  6.9

  	
   

  
	
  (b)

  	
   

  	
  2.4

  	
   

  
	
  318(a)

  	
   

  	
  12.1

  	
   

  



 


N/A means Not Applicable.


 


Note:  This Cross-Reference Table
shall not, for any purpose, be deemed to be part of this Indenture.


 


iv





















 


INDENTURE dated as of November 28, 2005, among TRONOX WORLDWIDE LLC, a
Delaware limited liability company (the “Company”),
TRONOX FINANCE CORP., a Delaware corporation (“Tronox Finance” and,
together with the Company, the “Issuers”), TRONOX INCORPORATED, a
Delaware corporation (“Parent”), each other Guarantor (as defined
herein) from time to time party hereto and CITIBANK, N.A., a national banking
association, as trustee (the “Trustee”).


 


Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (i) the Issuers’ 91⁄2 %
Senior Notes due 2012, issued on the date hereof (the “Initial
Notes”), (ii) if and when issued, an unlimited principal amount of
additional 91⁄2 % Senior Notes due 2012 of the Issuers in a non-registered
offering or in a registered offering of the Issuers that may be offered from
time to time subsequent to the date hereof (the “Additional
Notes”) and (iii) if and when issued, the Issuers’ 91⁄2 % Senior Notes
due 2012 that may be issued from time to time in exchange for Initial Notes or
any Additional Notes in an offer registered under the Securities Act as
provided in the Registration Rights Agreement (as hereinafter defined) (the “Exchange Notes,” and together with the Initial
Notes and Additional Notes, the “Notes”).


 


ARTICLE I



Definitions and Incorporation by Reference


 


Section 1.1.            Definitions.


 


“Acquired Debt” means, with respect
to any specified Person:


 


(1)           Indebtedness of any other
Person existing at the time such other Person is merged with or into or became
a Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming a Restricted Subsidiary of, such specified Person;
and


 


(2)           Indebtedness secured by a
Lien encumbering any asset acquired by such specified Person.


 


“Additional Assets” means:


 


(1)           any property or
assets (other than indebtedness and Capital Stock) to be used by the Company or
any of its Restricted Subsidiaries in a Permitted Business;


 


(2)           the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or any of its Restricted
Subsidiaries; or


 


(3)           Capital Stock
constituting a minority interest in any Person that at such time is a
Restricted Subsidiary of the Company;


 


1





















 


provided, however, that, in the case of
clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a
Permitted Business.


 


“Affiliate” of any specified Person
means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person.  For purposes of this definition, “control,”
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative
meanings.


 


“Asset Sale” means:


 


(1)           the sale,
lease, conveyance or other disposition of any assets or rights of the Issuers
or of any Restricted Subsidiary; provided that the sale, lease, conveyance or
other disposition of the Company, or all or substantially all of the assets of
the Company and its Restricted Subsidiaries taken as a whole will be governed
by Section 3.9 and/or Section 4.1, if applicable, and
not by Section 3.7; and


 


(2)           the issuance of
Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of
Equity Interests in any of its Subsidiaries (other than directors’ qualifying
shares and shares required by applicable law to be held by a Person other than
the Company or any of its Restricted Subsidiaries).


 


Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:


 


(1)           any single
transaction or series of related transactions that involves assets having a
Fair Market Value of less than $5.0 million;


 


(2)           a transfer of
assets between or among the Company and its Restricted Subsidiaries;


 


(3)           an issuance of
Equity Interests by a Restricted Subsidiary of the Company to the Company or to
a Restricted Subsidiary of the Company;


 


(4)           the sale or
lease of products, services or accounts receivable in the ordinary course of
business and any sale or other disposition of damaged, worn-out or obsolete
assets in the ordinary course of business;


 


(5)           the sale or
other disposition of cash or Cash Equivalents;


 


(6)           a Restricted
Payment that does not violate Section 3.4;


 


(7)           a Permitted
Investment;


 


(8)           the granting of
Liens not prohibited by this Indenture and the foreclosure thereon;


 


2





















 


(9)           any surrender
or waiver of contract rights or the settlement release or surrender of
contract, tort or other litigation claims in the ordinary course of business;


 


(10)         a sale of
accounts receivable and related assets of the type specified in the definition
of “Receivables Financing” to a Receivables Subsidiary in a Qualified
Receivables Financing or in factoring or similar transactions;


 


(11)         a transfer of
accounts receivable and related assets of the type specified in the definition
of “Receivables Financing” (or a fractional undivided interest therein) by a
Receivables Subsidiary in a Qualified Receivables Financing;


 


(12)         the sale and
leaseback of any assets within 180 days after the acquisition thereof;


 


(13)         the lease,
assignment or sublease of any real or personal property in the ordinary course
of business consistent with past practice; and


 


(14)         the licensing
of intellectual property rights.


 


“Attributable Debt” in respect of a
sale and leaseback transaction means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of
Indebtedness represented thereby will be determined in accordance with the
definition of “Capital Lease Obligation.”


 


“Bankruptcy Law” means Title 11, United States Code or any similar Federal or
state law for the relief of debtors.


 


“Beneficial Owner” has the meaning
assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable only
after the passage of time.  The terms
“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Board of Directors” means:


 


(1)           with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board;


 


(2)           with respect to a
partnership, the Board of Directors of the general partner of the partnership;


 


3





















 


(3)           with respect to a limited
liability company, the managing member or members or any controlling committee
of managing members thereof; and


 


(3)           with respect to any other
Person, the board or committee of such Person serving a similar function.


 


“Board Resolution” means a copy of
a resolution certified by the Secretary or an Assistant Secretary of the
applicable Person to have been duly adopted by the Board of Directors of such
Person and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


 


“Borrowing Base” means, as of the date of determination, an
amount equal to:


 


(1)           80% of the book
value of all accounts receivable owned by the Company and its Restricted
Subsidiaries that are not more than 90 days past due; plus


 


(2)           60% of the book
value of all inventory owned by the Company and its Restricted Subsidiaries or
scheduled for delivery against letters of credit issued against Credit
Facilities,


 


as set forth in the most recent quarterly or
annual report, as applicable, delivered to the Trustee in accordance with this
Indenture.


 


“Business Day” or “business day”
mean each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York or the city in which, at any particular
time, the Trustee conducts its corporate trust business in connection with this
Indenture are authorized or required by law to close.


 


“Capital Lease Obligations” means,
at the time any determination is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP, and the Stated
Maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may
be prepaid by the lessee without payment of a penalty.


 


“Capital Stock” means:


 


(1)           in the case of a
corporation, corporate stock;


 


(2)           in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


 


(3)           in the case of a partnership
or limited liability company, partnership interests (whether general or
limited) or membership interests; and


 


(4)           any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


4





















 


“Cash Equivalents” means:


 


(1)           securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
(provided that the full faith and credit of the United States is pledged in
support of those securities) having maturities of not more than 12 months from
the date of acquisition;


 


(2)           readily
marketable direct obligations issued by any state of the United States having
one of the two highest rating categories obtainable from either Moody’s or
Standard & Poor’s having maturities of 12 months or less from the date of
acquisition;


 


(3)           securities
issued or directly and fully and unconditionally guaranteed or insured by the
government or any agency or instrumentality of the United Kingdom, the
Commonwealth of Australia or any member state of the European Union whose legal
tender is the euro having maturities of not more than 12 months from the date
of acquisition;


 


(4)           certificates of
deposit and eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case, with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thomson Bank
Watch Rating of “B” or better;


 


(5)           repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (1), (2), (3) and (4) above entered into with
any financial institution meeting the qualifications specified in clause (4)
above;


 


(6)           commercial
paper having one of the two highest ratings obtainable from Moody’s or Standard
and Poors and, in each case, maturing within twelve months after the date of
acquisition;


 


(7)           in the case of
any Foreign Subsidiary, demand or time deposit accounts used in the ordinary
course of business with reputable commercial banks located in the jurisdiction
of organization of such Foreign Subsidiary; and


 


(8)           investments in
any fund at least 90% of the assets of which constitute Cash or Cash
Equivalents of the kinds described in clauses (1) through (6) of this
definition.


 


“Change of Control” means the
occurrence of any of the following:


 


5





















 


(1)         the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of Parent or the Company
and its Subsidiaries taken as a whole to any “person” (as that term is used in
Section 13(d) of the Exchange Act);


 


(2)         the adoption of
a plan relating to the liquidation or dissolution of the Company or Parent;


 


(3)         the
consummation of any transaction (including any merger or consolidation), the result
of which is that any “person” (as that term is used in Section 13(d) of the
Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more
than 50% of the Voting Stock of Parent, measured by voting power rather than
number of shares;


 


(4)         Parent
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, Parent, in any such event pursuant
to a transaction in which any of the outstanding Voting Stock of Parent or such
other Person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the Voting Stock of Parent
outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance);


 


(5)         Parent fails to
own 100% of the Capital Stock of the Company or the Company fails to own 100%
of the Capital Stock of Tronox Finance; or


 


(6)         during any
period of two consecutive years, Continuing Directors cease to constitute a
majority of the Board of Directors of Parent.


 


Notwithstanding the foregoing, neither the initial public offering of
Parent nor the Distribution (as described in the Offering Memorandum) shall
constitute a Change of Control.


 


“Clearstream” means Clearstream Banking, societé anonyme
(formerly Cedelbank).


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Commission” or “SEC” means the Securities and Exchange
Commission.


 


“Consolidated Cash Flow” means,
with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period plus, without duplication:


 


(1)           an amount equal
to any extraordinary loss plus any net loss realized by such Person or any of
its Restricted Subsidiaries in connection with an Asset Sale, to the extent
such losses were deducted in computing such Consolidated Net Income; plus


 


6





















 


(2)           provision for
taxes based on income or profits of such Person and its Restricted Subsidiaries
for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus


 


(3)           the Fixed
Charges of such Person and its Restricted Subsidiaries for such period, to the
extent that such Fixed Charges were deducted in computing such Consolidated Net
Income; plus


 


(4)           depreciation,
amortization (including amortization of intangibles but excluding amortization
of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period) of such Person
and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus


 


(5)           charges for
such period related to the shut down of the Savannah Facility (as described in
the Offering Memorandum); plus


 


(6)           all one-time
fees, costs, expenses (including cash compensation payments), in each case
incurred during such period by the Company and its Restricted Subsidiaries in
connection with or resulting from (i) Parent’s separation from Kerr-McGee
Corporation and Parent’s initial public offering and the transactions related
thereto, and (ii) the Distribution; plus


 


(7)           non-cash
compensation charges for such period, including any such charges arising from
stock options, restricted stock grants or other equity-incentive programs; plus


 


(8)           losses for such
period from operations discontinued prior to the Issue Date to the extent that
such expenses were deducted in computing such Consolidated Net Income (not to
exceed $17.0 million in any period in the case of cash expenditures); plus


 


(9)           losses, to the
extent comparable to interest expense, for such period on the sales of accounts
receivable under an asset securitization program or a factoring program to the
extent that such expenses were deducted in computing such Consolidated Net
Income; plus


 


(10)         non-cash
environmental remediation and restoration expense (net of reimbursement) of
such Person and its Restricted Subsidiaries for such period to the extent that
such expenses were deducted in computing such Consolidated Net Income and
represent an accrual of or reserve for cash expenses in any future period;
minus


 


(11)         non-cash items
increasing such Consolidated Net Income for such period, other than the accrual
of revenue in the ordinary course of business,


 


7





















 


in each case, on a consolidated basis and
determined in accordance with GAAP.


 


Notwithstanding the preceding sentence, clauses (1) through (11) above
relating to amounts of a Restricted Subsidiary of a Person will be added to (or
subtracted from) Consolidated Net Income to compute Consolidated Cash Flow of
such Person only to the extent (and in the same proportion) that the net income
(loss) of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person.


 


“Consolidated Net Income” means,
with respect to any specified Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:


 


(1)           the Net Income
(but not loss) of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting will be included only to the
extent of the amount of dividends or similar distributions paid in cash to the
specified Person or a Restricted Subsidiary of such Person;


 


(2)           the Net Income
of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, directly
or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders;


 


(3)           the cumulative
effect of a change in accounting principles during such period will be
excluded;


 


(4)           notwithstanding
clause (1) above, the Net Income of any Unrestricted Subsidiary will be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries;


 


(5)           any non-cash
goodwill or other intangible asset impairment charges incurred subsequent to
the Issue Date resulting from the application of the Financial Accounting
Standards Board’s Statement of Financial Accounting Standards No. 142 (or
similar pronouncements) shall be excluded;


 


(6)           any net
after-tax income or loss from discontinued operations (other than losses from
operations discontinued prior to the Issue Date), net after-tax gains or losses
on disposal of discontinued operations and losses arising from lease
dispositions shall be excluded;


 


(7)           items
classified as extraordinary or nonrecurring gains and losses (less all fees and
expenses related thereto) or expenses (including severance, relocation, other
restructuring costs and expenses arising from the transactions closing
contemporaneously with this offering); and the related tax effects according to
GAAP, shall be excluded; provided that with respect to each extraordinary or
nonrecurring item, the Company shall have delivered an Officers’ Certificate (as


 


8





















 


to
which the Trustee shall have no responsibility to confirm or verify any
information contained therein) to the Trustee specifying and quantifying such
item and stating that such item is extraordinary or non-recurring; and


 


(8)           to the extent
deducted in the calculation of Net Income, any non-recurring charges associated
with any premium or penalty paid, write-offs of deferred financing costs or
other financial recapitalization charges in connection with redeeming or
retiring any indebtedness prior to its Stated Maturity will be added back to
arrive at Consolidated Net Income.


 


“Consolidated Net Tangible Assets” means Consolidated Tangible
Assets after deducting therefrom all current liabilities, all as set forth on
the most recent balance sheet of Parent delivered to the Trustee, on a
consolidated basis (excluding any Subsidiaries of Parent that are not
Subsidiaries of the Company), determined in accordance with GAAP.


 


“Consolidated Net Worth” means, with respect to any specified
Person as of any date, the sum of:


 


(1)           the
consolidated equity of the common stock (or Capital Stock equivalent to common
stock) of such Person and its consolidated Subsidiaries as of such date; plus


 


(2)           the respective
amounts reported on such Person’s balance sheet as of such date with respect to
any series of Preferred Stock (other than Disqualified Stock) that by its terms
is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such Preferred Stock.


 


“Consolidated Tangible Assets” means total assets (less
accumulated depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under GAAP) after
deducting therefrom (1) any item representing investments in Unrestricted
Subsidiaries and (2) all goodwill, trade names, trademarks, patents,
unamortized debt discount, organization expenses and other like intangibles,
all as set forth on the most recent balance sheet of Parent delivered to the
Trustee, on a consolidated basis (excluding any Subsidiaries of Parent that are
not Subsidiaries of the Company), determined in accordance with GAAP.


 


“Continuing Directors” means, as of any date of determination,
any member of the Board of Directors of Parent who:


 


(1)           was a member of such Board
of Directors on the Issue Date or becomes a member of such Board in connection
with the Distribution; or


 


(2)           was nominated for election
or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.


 


9





















 


“Company” has the meaning ascribed
to it in the first introductory paragraph of this Indenture.


 


“Credit Agreement” means that certain Credit Agreement, dated as
of the Issue Date, by and among the Issuers, the lenders and guarantors party
thereto and Lehman Commercial Paper Inc., as Administrative Agent, providing
for up to $450.0 million of revolving credit and term loan borrowings,
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.


 


“Credit Facilities” means, one or more debt facilities
(including the Credit Agreement) or commercial paper facilities, in each case
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.


 


“Default” means any event that is,
or with the passage of time or the giving of notice or both would be, an Event
of Default.


 


“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.1 hereof, in the
form of Exhibit A hereto except that such
Note shall not bear the Global Note Legend.


 


“Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it
is convertible, or for which it is exchangeable, in each case, at the option of
the holder of the Capital Stock), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature.  Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 3.4. The
amount of Disqualified Stock deemed to be outstanding at any time for purposes
of this Indenture will be the maximum amount that the Company and its
Restricted Subsidiaries may become obligated to pay upon the maturity of, or
pursuant to any mandatory redemption provisions of, such Disqualified Stock,
exclusive of accrued dividends.


 


“Distribution” has the meaning given such term in the Offering
Memorandum.


 


10





















 


“Domestic Subsidiary” means any
Restricted Subsidiary of the Company that was formed under the laws of the
United States or any state of the United States or the District of Columbia.


 


“DTC” means The Depository Trust
Company, its nominees and their respective successors and assigns, or such
other depositary institution hereinafter appointed by the Company.


 


“Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).


 


“Equity Offering” means an offer
and sale of Capital Stock (other than Disqualified Stock) of the Company or
Parent pursuant to a registration statement that has been declared effective by
the SEC pursuant to the Securities Act (other than a registration statement on
Form S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of Parent) or a valid private placement on a cash basis after the
consummation of the transactions described in the Offering Memorandum.


 


“Euroclear” means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exchange Notes” has the meaning
ascribed to it in the second introductory paragraph of this Indenture.


 


“Existing Indebtedness” means up to
$0.4 million in aggregate principal amount of Indebtedness of the Company and
its Subsidiaries (other than Indebtedness under the Credit Agreement)
in existence on the Issue Date, until such amounts are repaid.


 


“Fair Market Value” means the value that would be paid by a willing
buyer to an unaffiliated willing seller in a transaction not involving distress
or necessity of either party, determined in good faith by the Board of
Directors of the Company (unless otherwise provided in this Indenture).


 


“Fixed Charge Coverage Ratio” means, with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of
such Person for such period to the Fixed Charges of such Person for such
period. In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or
otherwise discharges any Indebtedness (other than ordinary working capital
borrowings, and other than in the case of revolving advances under any
Qualified Receivables Financing, in which case interest expense shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period) or issues, repurchases or redeems Preferred Stock subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro
forma effect to such incurrence, assumption, Guarantee, repayment, repurchase,
redemption, defeasance or other discharge of Indebtedness, or such 


 


11





















 


issuance, repurchase or redemption of
Preferred Stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period.


 


In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:


 


(1)           acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any
of its Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted Subsidiaries, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date will be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period will be calculated on a pro forma basis
(giving effect to any Pro Forma Cost Savings);


 


(2)           the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be excluded;


 


(3)           the Fixed
Charges attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the
extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date;


 


(4)           any Person that
is a Restricted Subsidiary on the Calculation Date will be deemed to have been
a Restricted Subsidiary at all times during such four-quarter period;


 


(5)           any Person that
is not a Restricted Subsidiary on the Calculation Date will be deemed not to
have been a Restricted Subsidiary at any time during such four-quarter period;


 


(6)           if any
Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness
will be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a
remaining term as at the Calculation Date in excess of 12 months);


 


(7)           for any
calculation of the Fixed Charge Coverage Ratio with a Calculation Date in 2005,
Consolidated Cash Flow for the portion of the four-quarter reference period
that is in the 2004 fiscal year shall be determined after giving pro forma
effect to the adjustments used to calculate pro forma Adjusted EBITDA as set
forth in the Offering Memorandum; and


 


(8)           Any Obligation
incurred by a Foreign Subsidiary under or with respect to bank guarantees or
similar instruments issued by banking organizations outside the 


 


12





















 


United
States that are supported or backed by letters of credit issued under Credit
Facilities under clause (1) of the definition of Permitted Debt will not be
deemed a separate incurrence of Indebtedness.


 


“Fixed Charges” means, with respect to any specified Person for
any period, the sum, without duplication, of:


 


(1)           the
consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, excluding amortization of debt
issuance costs incurred in connection with the issuance of the Notes and the
Guarantees and including amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers’ acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations in respect of
interest rates; plus


 


(2)           the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period, whether paid or accrued; plus


 


(3)           any interest on
Indebtedness of another Person that is guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus


 


(4)           all dividends,
whether paid or accrued and whether or not in cash, on any series of Preferred
Stock of such Person or any of its Restricted Subsidiaries, other than
dividends on Preferred Stock payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company.


 


“Foreign
Subsidiary” means any Restricted Subsidiary of the
Company that is not a Domestic Subsidiary.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time.


 


“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America for the payment of which obligations or guarantee the full faith and
credit of the United States of America is pledged.


 


“Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof, 


 


13





















 


of all or any part of any Indebtedness
(whether arising by virtue of partnership arrangements, or by agreements to
keep-well, to purchase assets, goods, securities or services, to take or pay or
to maintain financial statement conditions or otherwise), or entered into for
purposes of assuring in any other manner the obligee of such Indebtedness of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part).


 


“Guarantors” means each of:


 


(1)           Cimarron
Corporation, Kerr-McGee Holdings, Inc., Kerr-McGee Minerals Resources
Corporation, Kerr-McGee Pigments (Savannah) Inc., Kerr-McGee Refining
Corporation, Southwestern Refining Company, Inc., Transworld Drilling Company,
Triangle Refineries, Inc., Triple S, Inc. and Tronox LLC;


 


(2)           any other
wholly owned Domestic Subsidiary of the Company that executes a Note Guarantee
in accordance with the provisions of this Indenture; and


 


(3)           Parent,


 


and their respective successors and assigns, in each case, until the
Note Guarantee of such Person has been released in accordance with the
provisions of this Indenture.


 


“Hedging Obligations” means, with respect to any specified
Person, the net obligations of such Person incurred in the ordinary course of
business and not for speculative purposes under:


 


(1)           interest rate
swap agreements (whether from fixed to floating or from floating to fixed),
interest rate cap agreements and interest rate collar agreements entered into
with one or more financial institutions and other arrangements or agreements
designed to protect the Person entering into the agreement against fluctuations
in interest rates with respect to Indebtedness incurred and not for purposes of
speculation;


 


(2)           foreign
exchange contracts and currency protection agreements entered into with one or
more financial institutions and designed to protect the Person entering into
the agreement against fluctuations in currency exchange rates with respect to
Indebtedness incurred and not for purposes of speculation;


 


(3)           any commodity
futures contract, commodity option or other similar agreement or arrangement
designed to protect against fluctuations in the price of commodities used by
that Person at the time; and


 


(4)           other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.


 


“Holder” means a Person in whose
name a Note is registered.


 


“Immaterial Subsidiary” means, as of any date, any Restricted
Subsidiary whose total assets, as of the last day of the most recently ended
four full fiscal quarter period for which internal financial statements are
available immediately preceding such date, are less than $50,000 


 


14





















 


and whose total revenues for the most
recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding such date do not exceed $50,000;
provided that a Restricted Subsidiary will not be considered to be an
Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise
provides direct credit support for any Indebtedness of any Issuer.


 


“Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:


 


(1)           in respect of
borrowed money;


 


(2)           evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);


 


(3)           the principal
component of all obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (including reimbursement
obligations with respect thereto);


 


(4)           representing
Capital Lease Obligations or Attributable Debt in respect of sale and leaseback
transactions;


 


(5)           representing
the balance deferred and unpaid of the purchase price of any property or
services due more than six months after such property is acquired or such
services are completed;


 


(6)           the principal
component or liquidation preference of all obligations of such Person with
respect to the redemption, repayment or other repurchase of any Disqualified
Stock or, with respect to any Subsidiary, any Preferred Stock (but excluding,
in each case, any accrued dividends);


 


(7)           representing
any Hedging Obligations;


 


(8)           the principal
component of all Indebtedness of other Persons secured by a Lien on any asset
of such Person, whether or not such Indebtedness is assumed by such Person;
provided, however, that the amount of such Indebtedness will be the lesser of
(a) the Fair Market Value of such asset at such date of determination and (b)
the amount of such Indebtedness of such other Persons; or


 


(9)           the principal
component of Indebtedness of other Persons to the extent Guaranteed by such
Person.


 


The amount of Indebtedness of any Person at any date will be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.


 


In addition, “Indebtedness” of any Person shall include Indebtedness
described in the preceding paragraph that would not appear as a liability on
the balance sheet of such Person if:


 


15





















 


(1)           such
Indebtedness is the obligation of a partnership or joint venture that is not a
Restricted Subsidiary (a “Joint Venture”);


 


(2)           such Person or
a Restricted Subsidiary of such Person is a general partner of the Joint
Venture (a “General Partner”); and


 


(3)           there is
recourse, by contract or operation of law, with respect to the payment of such
Indebtedness to property or assets of such Person or a Restricted Subsidiary of
such Person; and then such Indebtedness shall be included in an amount not to
exceed:


 


(a)           the lesser of
(i) the net assets of such General Partner and (ii) the amount of such
obligations to the extent that there is recourse, by contract or operation of
law, to the property or assets of such Person or a Restricted Subsidiary of
such Person; or


 


(b)           if less than
the amount determined pursuant to clause (a) immediately above, the actual
amount of such Indebtedness that is recourse to such Person or a Restricted
Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is
for a determinable amount and the related interest expense shall be included in
Fixed Charges to the extent actually paid by the Company or its Restricted
Subsidiaries.


 


In addition, the term “Indebtedness” includes all
Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) and, to
the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person. Notwithstanding the preceding, “Indebtedness”
shall not include accounts payable arising in the ordinary course of business.


 


“Indenture” means this Indenture as
amended or supplemented from time to time.


 


“Initial Notes” has the meaning
ascribed to it in the second introductory paragraph of this Indenture.


 


“Investment Grade Rating” means a rating equal to or higher than
Baa3 (or the equivalent) by Moody’s or BBB (or the equivalent) by Standard
& Poor’s, or the equivalent by any other nationally recognized statistical
rating organization.


 


“Investments” means, with respect
to any Person, all direct or indirect investments by such Person in other
Persons (including Affiliates) in the forms of loans (including Guarantees or
other obligations), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company will be
deemed to have made an Investment on the date of any such sale or disposition 


 


16





















 


equal to the Fair Market Value of the
Company’s Investments in such Subsidiary that were not sold or disposed of in
an amount determined as provided in the final paragraph of Section 3.4.
The acquisition by the Company or any Subsidiary of the Company of a Person
that holds an Investment in a third Person will be deemed to be an Investment
by the Company or such Subsidiary in such third Person in an amount equal to
the Fair Market Value of the Investments held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of Section
3.4. Except as otherwise provided in this Indenture, the amount of an
Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.


 


“Issue Date” means November 28,
2005.


 


“Lien” means, with respect to any
asset, any mortgage, lien, pledge, charge, security interest or encumbrance of
any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.


 


“Net Income” means, with respect to any specified Person for any
period, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of Preferred Stock dividends,
excluding, however:


 


(1)           any gain or
loss, together with any related provision for taxes on such gain or loss,
realized in connection with: (a) any Asset Sale; or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and


 


(2)           any
extraordinary or nonrecurring gain or loss, together with any related provision
for taxes on such extraordinary or nonrecurring gain or loss.


 


“Net
Proceeds” means the aggregate cash proceeds received
by the Company or any of its Restricted Subsidiaries in respect of any Asset
Sale (including any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale and any cash payments
received by way of deferred payment of principal pursuant to a note or
installment, earn-out or otherwise, but only as and when received), net of (i)
the direct costs relating to such Asset Sale, including legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts
required to be applied to the repayment of Indebtedness secured by a Lien on
the asset or assets that were the subject of such Asset Sale, (iv) any reserve
for adjustment in respect of the sale price of such asset or assets established
in accordance with GAAP, (v) all distributions and other payments required to
be 


 


17





















 


made to minority interest holders in
Restricted Subsidiaries or joint ventures as a result of such Asset Sale, and
(vi) appropriate amounts to be provided by the Company or any Restricted
Subsidiary as a reserve against any liabilities associated with such Asset
Sale, as determined in conformity with GAAP.


 


“Non-Recourse
Debt” means Indebtedness:


 


(1)           as to which
neither the Company nor any of its Restricted Subsidiaries (a) provides credit
support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender;


 


(2)           no default with
respect to which (including any rights that the holders of the Indebtedness may
have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness
of the Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated Maturity; and


 


(3)           as to which the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries.


 


“Non-U.S. Person” means a person
who is not a U.S. person, as defined in Regulation S.


 


“Note Guarantee”
means the Guarantee by each Guarantor of the Issuers’ obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture.


 


“Note Register” means the register
of Notes, maintained by the Registrar, pursuant to Section
2.3.


 


“Obligations” means any principal,
interest, penalties, fees, indemnifications, Special Interest, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness or in respect thereof.


 


“Offering Memorandum” means the
offering memorandum, dated November 21, 2005, prepared in connection with the
issuance of the Initial Notes on the Issue Date.


 


“Officer” means the Chairman of the
Board, the President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company or Tronox Finance, as applicable, or,
to the extent explicitly provided for herein, Parent, as applicable.


 


“Officers’ Certificate” means a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary.


 


“Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel
to the Company.  The cost of any such
Opinion of Counsel shall not be at the expense of the Trustee.


 


18





















 


“Permitted Business” means any business engaged in by the
Company or any Restricted Subsidiary on the Issue Date and any business
incidental, ancillary, complementary or reasonably related thereto or which is
a reasonable extension thereof.


 


“Permitted
Investments” means:


 


(1)           any Investment
in the Company or in a Restricted Subsidiary of the Company or by a Restricted
Subsidiary of the Company in another Restricted Subsidiary of the Company;


 


(2)           any Investment
in Cash Equivalents;


 


(3)           any Investment
by the Company or any Restricted Subsidiary of the Company in a Person, if as a
result of such Investment:


 


(a)           such Person
becomes a Restricted Subsidiary of the Company and a Guarantor; or


 


(b)           such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company that is a Guarantor;


 


(4)           any Investment
made as a result of the receipt of non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with Section 3.7;


 


(5)           any Investment
solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company or Parent;


 


(6)           any Investments
received in compromise or resolution of (A) obligations of trade creditors or
customers that were incurred in the ordinary course of business of the Company
or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor or customer or as a result of a foreclosure by the Company or
any Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; or (B)
litigation, arbitration or other disputes with Persons who are not Affiliates;


 


(7)           Investments
represented by Hedging Obligations;


 


(8)           loans or
advances to employees or officers made in the ordinary course of business of
Parent, the Company or any Restricted Subsidiary of the Company in an aggregate
principal amount not to exceed $1.0 million at any one time outstanding;


 


(9)           receivables
owing to the Company or any Restricted Subsidiary created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms; provided, however, that such trade terms 


 


19





















 


may
include such concessionary trade terms as the Company or any such Restricted
Subsidiary deems reasonable under the circumstances;


 


(10)         workers’
compensation, utility, lease and similar deposits and prepaid expenses in the
ordinary course of business and endorsements of negotiable instruments and
documents in the ordinary course of business;


 


(11)         refundable
construction advances made with respect to the construction of properties of a
nature or type that are used in a business similar or related to the business
of the Company or its Restricted Subsidiaries in the ordinary course of
business;


 


(12)         any Investment
in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in
any other Person in connection with a Qualified Receivables Financing,
including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Receivables Financing or any related
Indebtedness; provided, however, that any Investment in a Receivables
Subsidiary is in the form of a Purchase Money Note, contribution of additional
receivables or an equity interest;


 


(13)         guarantees
(including Guarantees) of Indebtedness permitted under Section 3.3 and performance
guarantees consistent with past practice;


 


(14)         guarantees by
the Company or any Restricted Subsidiary of operating leases (other than
Capitalized Lease Obligations) or of other obligations that do not constitute
Indebtedness, in each case entered into by any Restricted Subsidiary in the
ordinary course of business;


 


(15)         Investments of
a Restricted Subsidiary acquired after the Issue Date or of an entity merged
into the Company or merged into or consolidated with a Restricted Subsidiary in
accordance with Section 4.1 after the Issue Date to the extent that such
Investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such
acquisition, merger or consolidation; and


 


(16)         other
Investments in any Person having an aggregate Fair Market Value (measured on
the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant
to this clause (16) that are at the time outstanding not to exceed the greater
of (a) 1.5% of Consolidated Net Tangible Assets or (b) $20.0 million.


 


 “Permitted
Liens” means:


 


(1)           Liens on assets
of the Company or any Guarantor securing Indebtedness and other Obligations
under Credit Facilities that are permitted by clause (1) of the definition
of “Permitted Debt” and/or securing Hedging Obligations related thereto;


 


20





















 


(2)           Liens in favor
of the Company or the Guarantors;


 


(3)           Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company; provided that such Liens were in existence prior to
the contemplation of such merger or consolidation or prior to the contemplation
of such Person becoming a Subsidiary and do not extend to any assets other than
those of the Person merged into or consolidated with the Company or the
Subsidiary;


 


(4)           Liens on
property (including Capital Stock) existing at the time of acquisition of the
property by the Company or any Subsidiary of the Company, provided that such
Liens were in existence prior to such acquisition, and not incurred in
contemplation of such acquisition;


 


(5)           Liens to secure
Indebtedness (including Capital Lease Obligations) permitted under Section
3.3(b)(4) covering only the assets acquired with or financed by such
Indebtedness;


 


(6)           Liens existing
on the Issue Date;


 


(7)           Liens for
taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided that any reserve or
other appropriate provision as is required in conformity with GAAP has been
made therefor;


 


(8)           survey
exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real
property that were not incurred in connection with Indebtedness and that do not
in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;


 


(9)           Leases or
subleases granted to others that do not materially interfere with the ordinary
course of business of the Company and its Restricted Subsidiaries, taken as a
whole;


 


(10)         Landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or the like
Liens arising by contract or statute in the ordinary course of business and
with respect to amounts which are not yet delinquent or are being contested in
good faith by appropriate proceedings;


 


(11)         Pledges or
deposits made in the ordinary course of business (A) in connection with leases,
performance bonds and similar obligations, or (B) in connection with workers’
compensation, unemployment insurance and other social security legislation;


 


21





















 


(12)         Liens
encumbering property or assets under construction arising from progress or
partial payments by a customer of the Company or its Restricted Subsidiaries
relating to such property or assets;


 


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


 


(14)         Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business in accordance with the past
practices of the Company and its Restricted Subsidiaries;


 


(15)         Liens on
accounts receivable and related assets of the type specified in the definition
of “Receivables Financing” incurred in connection with a Qualified Receivables
Financing;


 


(16)         any attachment
or judgment Lien that does not constitute an Event of Default;


 


(17)         Liens
(including extensions and renewals thereof) upon real or personal property
acquired after the Issue Date; provided that (a) such Lien is created solely
for the purpose of securing Indebtedness permitted to be incurred under Section 3.3,
(1) to finance the cost (including the cost of improvement or construction) of
the item of property or assets subject thereto and such Lien is created prior
to, at the time of or within six months after the later of the acquisition, the
completion of construction or the commencement of full operation of such
property or (2) to refinance any Indebtedness previously so secured, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such cost and (c) any such Lien shall not extend to or cover any property or
assets other than such item of property, or assets and any accessions, proceeds
and improvements on such item;


 


(18)         Liens incurred
or deposits made to secure the performance of tenders, bids, leases, statutory
or regulatory obligations, banker’s acceptances, surety and appeal bonds,
government contracts, performance and return-of-money bonds and other
obligations of a similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);


 


(19)         Liens arising
from filing Uniform Commercial Code financing statements with respect to
leases;


 


(20)         Liens created
for the benefit of (or to secure) the Notes (or the Note Guarantees);


 


(21)         Liens to secure
any Permitted Refinancing Indebtedness permitted to be incurred under this
Indenture; provided, however, that:


 


(a)           the new Lien
shall be limited to all or part of the same property and assets that secured
or, under the written agreements pursuant to which the 


 


22





















 


original
Lien arose, could secure the original Lien (plus improvements and accessions
to, such property or proceeds or distributions thereof); and


 


(b)           the
Indebtedness secured by the new Lien is not increased to any amount greater
than the sum of (x) the outstanding principal amount, or, if greater, committed
amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary
to pay any fees and expenses, including premiums, related to such renewal,
refunding, refinancing, replacement, defeasance or discharge;


 


(22)         Liens granted
by Foreign Subsidiaries to secure Indebtedness permitted to be incurred under Section
3.3(b)(12);


 


(23)         Liens securing
Indebtedness or other obligations of a Restricted Subsidiary owing to the
Company;


 


(24)         Liens that are
contractual rights of set-off (A) relating to the establishment of depository
relations with banks not given in connection with the issuance of Indebtedness,
(B) relating to pooled deposit or sweep accounts of the Company or any
Restricted Subsidiary to permit satisfaction (within two business days) of
overdraft or similar obligations incurred in the ordinary course of business of
the Company and the Restricted Subsidiaries or (C) relating to purchase orders
and other agreements entered into with customers of the Company or any
Restricted Subsidiary in the ordinary course of business;


 


(25)         Liens securing
Hedging Obligations so long as the related Indebtedness is permitted to be
incurred under this Indenture and is secured by a Lien on the same property
securing such Hedging Obligation;


 


(26)         licenses of
intellectual property granted in a manner consistent with past practice;


 


(27)         Liens securing
industrial revenue bonds;


 


(28)         Liens solely on
any cash earnest money deposits made by the Company or any of the Restricted
Subsidiaries in connection with any letter of intent or purchase agreement
permitted under this Indenture; and


 


(29)         Liens incurred in the
ordinary course of business of the Company or any Subsidiary of the Company
with respect to obligations that do not exceed $25.0 million at any one time
outstanding.


 


‘‘Permitted Payments to Parent’’ means, without duplication as
to amounts:


 


(1)           payments to
Parent or any other holding company that directly or indirectly owns 100% of
the Equity Interests of the Company, in amounts sufficient to pay:


 


(a)           franchise taxes
and other tax obligations or fees required in each case to maintain its
corporate existence,


 


23





















 


(b)           costs
associated with preparation of required documents for filing with the Commission
and with any exchange on which such company’s securities are traded,


 


(c)           legal,
accounting, and other professional fees and expenses, and


 


(d)           other overhead,
operating or administrative costs incurred in the ordinary course of business
up to $2.0 million per annum; and


 


(2)           payments of up
to $1.0 million per annum to Parent in amounts sufficient to pay fees and
expenses related to any securities offering, investment, acquisition or other
similar financing transaction permitted under this Indenture (whether or not
successful).


 


“Permitted Refinancing Indebtedness” means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or
the net proceeds of which are used to renew, refund, refinance, replace,
defease or discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:


 


(1)           the principal
amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness renewed, refunded, refinanced, replaced,
defeased or discharged (plus all accrued interest on the Indebtedness and the
amount of all fees and expenses, including premiums, incurred in connection
therewith);


 


(2)           such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged;


 


(3)           if the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged; and


 


(4)           such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or
other entity.


 


24





















 


“Preferred Stock”, as applied to
the Capital Stock of any corporation, means Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation.


 


“Pro Forma Cost Savings” means, with respect to any period, the
reduction in costs and related adjustments that occurred during the four-quarter
reference period or after the end of the four-quarter reference period and on
or prior to the Calculation Date that were (i) directly attributable to an
acquisition or Asset Sale and calculated on a basis that is consistent with
Regulation S-X under the Securities Act as in effect and applied as of the
Issue Date or (ii) implemented, or for which the steps necessary for
implementation have been taken by the Company and are reasonably expected to
occur, with respect to the Company or the business that was the subject of any
such acquisition or Asset Sale within six months before or after the date of
the acquisition or Asset Sale and that are supportable and quantifiable by the
underlying accounting records of such business, as if, in the case of each of
clause (i) and (ii), all such reductions in costs and related adjustments had
been effected as of the beginning of such period.


 


“Purchase Money Note” means a promissory
note of a Receivables Subsidiary evidencing a line of credit, which may be
irrevocable, from the Company or
any of its Subsidiaries to a Receivables Subsidiary in connection with a
Qualified Receivables Financing, which note is intended to finance that portion
of the purchase price that is not paid by cash or a contribution of equity.


 


“Qualified Receivables Financing” means any Receivables
Financing of a Receivables Subsidiary that meets the following conditions:


 


(1)                                  the Board of
Directors of Parent shall have determined in good faith that such Qualified
Receivables Financing (including financing terms, covenants, termination events
and other provisions) is in the aggregate economically fair and reasonable to
the Company and the Receivables Subsidiary;


 


(2)                                  all sales of
accounts receivable and related assets to the Receivables Subsidiary are made
at Fair Market Value (as determined in good faith by the Company); and


 


(3)                                  the financing
terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by the Company) and may include
Standard Securitization Undertakings.


 


The grant of a security interest in any accounts receivable of the
Company or any of its Restricted Subsidiaries (other than a Receivables
Subsidiary) to secure Indebtedness under Credit Facilities shall not be deemed
a Qualified Receivables Financing.


 


“Receivables
Financing” means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Subsidiary (in the case of transfer by
the Company or any of its Subsidiaries) and (b) any other Person (in the case
of a transfer by a Receivables Subsidiary), or may grant a security interest
in, any accounts 


 


25





















 


receivable (whether now existing or arising
in the future) of the Company or any of its Subsidiaries, and any assets
related thereto including all collateral securing such accounts receivable, all
contracts and all guarantees or other assets which are customarily transferred
or in respect of which security interests are customarily granted in connection
with asset securitization transactions involving accounts receivable and any
Hedging Obligations entered into by the Company or any such Subsidiary in
connection with such accounts receivable.


 


“Receivables Repurchase Obligation” means any obligation of a
seller of receivables in a Qualified Receivables Financing to repurchase
receivables arising as a result of a breach of representation, warranty or
covenant or otherwise, including as a result of a receivable or portion thereof
becoming subject to any asserted defense, dispute, off-set or counterclaim of
any kind as a result of any action taken by, any failure to take action by or
any other event relating to the seller.


 


“Receivables Subsidiary” means any Restricted Subsidiary of the
Company, 100% of the outstanding Capital Stock of which is owned directly or
indirectly by the Company, or another Person formed for the purposes of
engaging in a Qualified Receivables Financing with the Company in which the
Company or any Subsidiary of the Company makes an Investment and to which the
Company or such Subsidiary transfers accounts receivable and related assets,
which engages in no activities other than in connection with the financing of
accounts receivable of the Company and its Subsidiaries, all proceeds thereof
and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business,
and which is designated by the Board of Directors of Parent (as provided below)
as a Receivables Subsidiary and:


 


(1)                                  no portion of
the Indebtedness or any other obligations (contingent or otherwise) of which (a)
is guaranteed by the Company or any other Subsidiary of the Company (excluding
guarantees of obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization Undertakings), (b) is
recourse to or obligates the Company or any other Subsidiary of the Company in
any way other than pursuant to Standard Securitization Undertakings, or (c)
subjects any property or asset of the Company or any other Subsidiary of the
Company, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings;


 


(2)                                  with which
neither the Company nor any other Subsidiary of the Company has any material
contract, arrangement, agreement or understanding other than on terms which the
Company reasonably believes to be no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Company; and


 


(3)                                  to which
neither the Company nor any other Subsidiary of the Company has any obligation
to maintain or preserve such entity’s financial condition or cause such entity
to achieve certain levels of operating results.


 


Any such designation by the Board of Directors of Parent shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of such Board of Directors 


 


26





















 


giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
foregoing conditions.


 


“Redemption Date” when used with
respect to any Note to be redeemed, in whole or in part, means the date fixed
for such redemption by or pursuant to this Indenture.


 


“Registered Exchange Offer” has the
meaning set forth for such term in the Registration Rights Agreement.


 


“Registration Rights Agreement”
means that certain registration rights agreement dated as of the Issue Date by
and between the Company, the Guarantors and the initial purchasers set forth
therein and future registration rights agreements with respect to Additional
Notes.


 


“Restricted Investment” means an
Investment other than a Permitted Investment.


 


“Restricted Notes” means Notes
bearing the Private Placement Legend.


 


“Restricted Subsidiary” of a Person
means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.


 


“sale and leaseback transaction”
means an arrangement relating to property now owned or hereafter acquired
whereby the Company or a Restricted Subsidiary transfers such property to a
Person and the Company or a Restricted Subsidiary leases it from such Person.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.


 


“Special Interest” means all
liquidated damages then owing pursuant to the Registration Rights
Agreement.  The Trustee shall be under no
obligation to determine or calculate the Special Interest, whether the Special
Interest is due and payable, or to give notice with respect thereto.  The Trustee may conclusively assume, in the
absence of written notice to the contrary from the Company or a Holder or
Holders of Notes, that no Special Interest is due and payable.


 


“Standard
Securitization Undertakings” means representations,
warranties, covenants, indemnities and guarantees of performance entered into
by the Company or any of its Subsidiaries, which the Company has determined in
good faith to be customary in a Receivables Financing including those relating
to the servicing of the assets of a Receivables Subsidiary, it being understood
that any Receivables Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Group,
Inc., or any successor to the rating agency business thereof.


 


“Stated Maturity” means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to 


 


27





















 


be paid in the documentation governing such
Indebtedness as of the Issue Date, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.


 


“Subsidiary” means, with respect to
any specified Person, any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving
effect to any voting agreement or stockholders’ agreement that effectively transfers
voting power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity 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).


 


“TIA” or “Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa, 77bbbb), as in effect on
the Issue Date.


 


“Transition Agreements” means the following agreements described
in the Offering Memorandum:


 


(1)                                  the Master
Separation Agreement;


 


(2)                                  the Transition
Services Agreement;


 


(3)                                  the
Transitional License Agreement;


 


(4)                                  the
Registration Rights Agreement;


 


(5)                                  the Tax Sharing
Agreement;


 


(6)                                  the Employee
Benefits Agreement;


 


(7)                                  the Assignment,
Assumption and Indemnity Agreement; and


 


(8)                                  the Toll
Manufacturing Agreement.


 


“Trustee” means the party named as
such in this Indenture until a successor replaces it and, thereafter, means the
successor.


 


“Trust Officer” shall mean, when
used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who, in each case, shall have direct responsibility for
the administration of this Indenture.


 


28





















 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated
by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant
to a resolution of the Board of Directors, but only to the extent that such
Subsidiary:


 


(1)                                  has no
Indebtedness other than Non-Recourse Debt;


 


(2)                                  except as
permitted by Section 3.8, is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company;


 


(3)                                  is a Person
with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and


 


(4)                                  has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries


 


Any such designation by the Board of Directors of
the Company shall be evidenced for purposes of this Indenture by filing with
the Trustee a Board Resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complies with the
foregoing conditions.  If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred as of such date.


 


“Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote in the election of the Board of Directors of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years
obtained by dividing:


 


(1)                                  the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by


 


(2)                                  the then
outstanding principal amount of such Indebtedness.


 


29





















 


Section 1.2.            Other Definitions. 


 


	
  Term

  	
   

  	
  Defined
  in Section

  
	
   

  	
   

  	
   

  
	
  “Additional Notes”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Additional Restricted Notes”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  3.8(a)

  
	
   

  	
   

  	
   

  
	
  “Agent Member”

  	
   

  	
  2.1(e)(iii)

  
	
   

  	
   

  	
   

  
	
  “Asset Sale Offer”

  	
   

  	
  3.7(d)

  
	
   

  	
   

  	
   

  
	
  “Asset Sale Offer Amount”

  	
   

  	
  3.7(e)

  
	
   

  	
   

  	
   

  
	
  “Asset Sale Offer Period”

  	
   

  	
  3.7(e)

  
	
   

  	
   

  	
   

  
	
  “Asset Sale Payment Date”

  	
   

  	
  3.7(e)

  
	
   

  	
   

  	
   

  
	
  “Authenticating Agent”

  	
   

  	
  2.2

  
	
   

  	
   

  	
   

  
	
  “Calculation Date”

  	
   

  	
  1.1 (definition of “Fixed Charge Coverage Ratio”)

  
	
   

  	
   

  	
   

  
	
  “Certificate of Destruction”

  	
   

  	
  2.10

  
	
   

  	
   

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  3.9

  
	
   

  	
   

  	
   

  
	
  “Change of Control Payment”

  	
   

  	
  3.9

  
	
   

  	
   

  	
   

  
	
  “Change of Control Purchase Date”

  	
   

  	
  3.9

  
	
   

  	
   

  	
   

  
	
  “Change of Control Settlement Date”

  	
   

  	
  3.9

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Company Order”

  	
   

  	
  2.2

  
	
   

  	
   

  	
   

  
	
  “Corporate Trust Office”

  	
   

  	
  3.14

  
	
   

  	
   

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.3

  
	
   

  	
   

  	
   

  
	
  “Defaulted Interest”

  	
   

  	
  2.11

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.1

  
	
   

  	
   

  	
   

  
	
  “Excess Proceeds”

  	
   

  	
  3.7(c)

  



 


30





















 


	
  Term

  	
   

  	
  Defined
  in Section

  
	
   

  	
   

  	
   

  
	
  “Exchange Global Note”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Exchange Notes”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Funding Guarantor”

  	
   

  	
  10.4

  
	
   

  	
   

  	
   

  
	
  “General Partner”

  	
   

  	
  1.1 (definition of “Indebtedness”)

  
	
   

  	
   

  	
   

  
	
  “Global Note Legend”

  	
   

  	
  2.1(d)(B)

  
	
   

  	
   

  	
   

  
	
  “Global Notes”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “incur”

  	
   

  	
  3.3(a)

  
	
   

  	
   

  	
   

  
	
  “Initial Notes”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Issuers”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Joint Venture”

  	
   

  	
  1.1 (definition of “Indebtedness”)

  
	
   

  	
   

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.2

  
	
   

  	
   

  	
   

  
	
  “Legal Holiday”

  	
   

  	
  12.8

  
	
   

  	
   

  	
   

  
	
  “Notes”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Parent”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.1(6)(a)

  
	
   

  	
   

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.3

  
	
   

  	
   

  	
   

  
	
  “Permitted Debt”

  	
   

  	
  3.3(b)

  
	
   

  	
   

  	
   

  
	
  “Private Placement Legend”

  	
   

  	
  2.1(d)

  
	
   

  	
   

  	
   

  
	
  “protected purchaser”

  	
   

  	
  2.8

  
	
   

  	
   

  	
   

  
	
  “QIB”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Registrar”

  	
   

  	
  2.3

  
	
   

  	
   

  	
   

  
	
  “Regulation S”

  	
   

  	
  2.1(b)

  



 


31





















 


	
  Term

  	
   

  	
  Defined
  in Section

  
	
   

  	
   

  	
   

  
	
  “Regulation S Global Note”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Regulation S Note”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Resale Restriction Termination Date”

  	
   

  	
  2.6(a)

  
	
   

  	
   

  	
   

  
	
  “Restricted Payment”

  	
   

  	
  3.4(a)

  
	
   

  	
   

  	
   

  
	
  “Restricted Period”

  	
   

  	
  2.1(a)

  
	
  “Rule 144A”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Rule 144A Global Note”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Rule 144A Note”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Securities Custodian”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Special Interest Payment Date”

  	
   

  	
  2.11(a)

  
	
   

  	
   

  	
   

  
	
  “Special Record Date”

  	
   

  	
  2.11(a)

  
	
   

  	
   

  	
   

  
	
  “Successor Company”

  	
   

  	
  4.1

  
	
   

  	
   

  	
   

  
	
  “Tronox Finance”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Trustee”

  	
   

  	
  Preamble

  



 


Section
1.3.            Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and made a part of
this Indenture.  The following TIA terms
have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Holder of a Note.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee” means the Trustee.


 


“obligor” on the Notes means the Issuers, the Guarantors and any other
obligor on the Notes.


 


32





















 


All other TIA terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by Commission’s
rule have the meanings assigned to them by such definitions.


 


Section
1.4.            Rules of Construction.  Unless the context otherwise requires:


 


(1)           a term has the meaning assigned to
it;


 


(2)           an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP;


 


(3)           “or” is not exclusive;


 


(4)           “including” means including without
limitation;


 


(5)           words in the singular include the
plural and words in the plural include the singular;


 


(6)           the principal amount of any
noninterest bearing or other discount security at any date shall be the
principal amount thereof that would be shown on a balance sheet of the Company
dated such date prepared in accordance with GAAP; and


 


(7)           the principal amount of any Preferred
Stock shall be (i) the maximum liquidation value of such Preferred Stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with
respect to such Preferred Stock, in each case, at the date of determination,
whichever is greater.


 


ARTICLE II


 


The Notes


 


Section 2.1.            Form, Dating and Terms.


 


(a)           The
aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is unlimited.  The
Initial Notes issued on the Issue Date will be in an aggregate principal amount
of $350,000,000.  In addition, the
Company may issue, from time to time in accordance with the provisions of this
Indenture, including Section 3.3,
Additional Notes and Exchange Notes. 
Furthermore, Notes may be authenticated and delivered upon registration
or transfer, or in lieu of, other Notes pursuant to Section
2.6, 2.8, 2.9,
5.8 or 9.5
or in connection with an Asset Sale Offer pursuant to Section
3.7 or a Change of Control Offer pursuant to Section
3.9.


 


With respect to any Additional Notes, the Issuers shall set forth in a
Board Resolution and an Officer’s Certificate, the following information:


 


(1)           the aggregate principal amount of
such Additional Notes to be authenticated and delivered pursuant to this
Indenture;


 


33





















 


(2)           the issue price and the issue date of
such Additional Notes, including the date from which interest shall accrue; and


 


(3)           whether such Additional Notes shall
be Restricted Notes issued in the form of Exhibit A
hereto and/or shall be issued in the form of Exhibit B
hereto.


 


The Initial Notes, the Additional Notes and the Exchange Notes shall be
considered collectively as a single class for all purposes of this Indenture.  Holders of the Initial Notes, the Additional
Notes and the Exchange Notes will vote and consent together on all matters to
which such Holders are entitled to vote or consent as one class, and none of
the Holders of the Initial Notes, the Additional Notes or the Exchange Notes
shall have the right to vote or consent as a separate class on any matter to
which such Holders are entitled to vote or consent.


 


(b)           The
Initial Notes are being offered and sold by the Issuers pursuant to a Purchase
Agreement, dated November 21, 2005, among the Issuers, the Guarantors, Lehman
Brothers Inc., Credit Suisse First Boston LLC and the other initial purchasers
named therein.  The Initial Notes and any
Additional Notes that are not issued in an offer registered under the
Securities Act (“Additional Restricted Notes”) will be resold initially
only to (A) qualified institutional buyers (as defined in Rule 144A under the
Securities Act (“Rule 144A”)) in reliance
on Rule 144A (“QIBs”) and (B) Persons other
than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S.  Such Initial Notes and Additional Restricted
Notes thereafter may be transferred to, among others, QIBs and purchasers in
reliance on Regulation S in accordance with the procedures described herein.


 


Initial Notes and Additional Restricted Notes offered and sold to QIBs
in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of
a permanent global Note, without interest coupons, substantially in the form of
Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee,
as custodian for DTC or its nominee (the “Securities
Custodian”), duly executed by the Issuers and authenticated by the
Trustee as hereinafter provided.  The
Rule 144A Global Note may be represented by more than one certificate, if so
required by DTC’s rules regarding the maximum principal amount to be
represented by a single certificate.  The
aggregate principal amount of the Rule 144A Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
Securities Custodian, as hereinafter provided.


 


Initial Notes and Additional Restricted Notes offered and sold outside
the United States of America (the “Regulation S Notes”)
in reliance on Regulation S shall be issued in the form of a permanent global
Note, without interest coupons, substantially in the form of Exhibit A, including appropriate
legends as set forth in Section 2.1(d) (the “Regulation S Global Note”) deposited with the
Trustee as Securities Custodian or as custodian for the nominee of DTC for the
accounts of the designated agents of Euroclear or Clearstream, duly executed by
the Issuers and authenticated by the Trustee as hereinafter provided.  Through and including the 40th day
after the Issue Date (such period through and including such 40th day,
the “Restricted Period”), beneficial
interests in the Regulation S Global Notes may be held only through
Euroclear and Clearstream (as indirect participants in DTC), unless transferred
to a person that takes delivery through a Rule 144A Global Note in accordance
with the certification requirements described 


 


34





















 


below. 
Beneficial interests in the Rule 144A Global Notes may not be
exchanged for beneficial interests in the Regulation S Global Notes at any
time except in the limited circumstances described below.  The Regulation S Global Note may be
represented by more than one certificate, if so required by DTC’s rules
regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal
amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.


 


Exchange Notes exchanged for interests in the Rule 144A Notes and the
Regulation S Notes will be issued in the form of a permanent global Note,
without interest coupons, substantially in the form of Exhibit
B, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the
appropriate legend set forth in Section 2.1(d)
(the “Exchange Global Note”).  The Exchange Global Note may be represented
by more than one certificate, if so required by DTC’s rules regarding the maximum
principal amount to be represented by a single certificate.


 


The Rule 144A Global Note, the Regulation S Global Note and the
Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”


 


Payments of all principal, interest and premium and Special Interest,
if any, on the Notes will be made to each registered Holder by wire transfer in
immediately available funds if that Holder has given to the Issuers, through
the Paying Agent or otherwise, wire instructions at least five business days
prior to the applicable payment date or by check mailed to the address of the
Holder as it appears on the books of the registrar if the Holder has not
provided wire instructions; provided that the final distribution in respect of
any Note will be made only upon presentation and surrender of such Note at the
applicable Corporate Trust Office of the Trustee.


 


The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B
and in Section 2.1(d).  The Issuers shall approve the forms of the
Notes and any notation, endorsement or legend on them.  Each Note shall be dated the date of its
authentication.  The terms of the Notes
set forth in Exhibit A and Exhibit B are part of the terms of this Indenture
and, to the extent applicable, the Issuers, the Guarantors and the Trustee, by
their execution and delivery of this Indenture, expressly agree to be bound by
such terms.


 


(c)           Denominations. 
The Notes shall be issuable only in fully registered form, without
coupons, and only in denominations of $1,000 and any integral multiple thereof.


 


(d)           Legends. 
Unless and until (i) an Initial Note or an Additional Restricted Note is
sold under an effective registration statement or (ii) an Initial Note or an
Additional Restricted Note is exchanged for an Exchange Note in connection with
an effective registration statement, in each case pursuant to the Registration
Rights Agreement or a similar agreement,


 


(A)          the
Initial Note or Additional Restricted Note, as the case may be, shall bear the
following legend (the “Private Placement Legend”)
on the face thereof:


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY 


 


35





















 


NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2),
(3) OR (7) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE
STATES OF THE UNITED STATES.


 


 (B)          The Global Notes, whether or not an
Initial Note, Additional Restricted Note or Exchange Note, shall bear the
following legend (the “Global Note Legend”)
on the face thereof:


 


“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.”


 


(e)           Book-Entry
Provisions


 


(1)           This Section
2.1(e) shall apply only to Global Notes deposited with the Trustee,
as custodian for DTC.


 


(2)           Each Global Note initially shall (x)
be registered in the name of DTC for such Global Note or the nominee of DTC,
(y) be delivered to the Trustee as custodian for DTC and (z) bear legends as
set forth in Section 2.1(d).


 


36





















 


(3)           Members of, or participants in, DTC
(“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by
DTC or by the Trustee as the custodian of DTC or under such Global Note, and
DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or
the Trustee as the absolute owner of such Global Note for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent
of the Issuers or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by DTC or impair, as between DTC and its
Agent Members, the operation of customary practices of DTC governing the
exercise of the rights of a Holder of a beneficial interest in any Global Note.


 


(4)           In connection with any transfer of a
portion of the beneficial interest in a Global Note pursuant to subsection (f)
of this Section 2.1 to beneficial owners who are required to hold
Definitive Notes, the Securities Custodian shall reflect on its books and
records the date and a decrease in the principal amount of such Global Note in
an amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and the Issuers shall execute, and the Trustee shall
authenticate and deliver, one or more Definitive Notes of like tenor and
amount.


 


(5)           In connection with the transfer of an
entire Global Note to beneficial owners pursuant to subsection (f) of this Section
2.1, such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Issuers shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations.


 


(6)           The registered Holder of a Global
Note may grant proxies and otherwise authorize any person, including Agent
Members and persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.


 


(f)            Euroclear and
Clearstream Procedures Applicable.  The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Global Note that are held by Agent Members
through Euroclear or Clearstream.


 


(g)           Definitive Notes. 
Except as provided below, owners of beneficial interests in Global Notes
will not be entitled to receive Definitive Notes.  If required to do so pursuant to any applicable
law or regulation, beneficial owners may obtain Definitive Notes in exchange
for their beneficial interests in a Global Note upon written request in
accordance with DTC’s and the Registrar’s procedures.  In addition, Definitive Notes shall be transferred
to all beneficial owners in exchange for their beneficial interests in a Global
Note if (a) DTC notifies the Issuers that it is unwilling or unable to continue
as depositary for such Global Note or DTC ceases to be a clearing agency
registered under the Exchange Act, at a time when DTC is required to be so
registered in order to act as depositary, and in each case a successor
depositary is not appointed by the Issuers within 90 days of such notice,
(b) the Issuers, at their option, notify the Trustee in 


 


37





















 


writing that they elect to cause the issuance of the Definitive Notes
or (c) an Event of Default has occurred and is continuing.


 


(1)           Any Definitive Note delivered in
exchange for an interest in a Global Note pursuant to Section
2.1(e)(4) or (5) will be
registered in the names and issued in any approved denominations, requested by
or on behalf of DTC (in accordance with its customary procedures) and, except
as otherwise provided by Section 2.6(c), bear
the Private Placement Legend set forth in Section
2.1(d).


 


(2)           In connection with the exchange of a
portion of a Definitive Note for a beneficial interest in a Global Note, the
Trustee shall cancel such Definitive Note, and the Issuers shall execute, and
the Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive Note representing the principal amount not so transferred.


 


Section
2.2.            Execution and Authentication.  One Officer of each Issuer shall sign the
Notes for such Issuer by manual or facsimile signature.  If an Officer whose signature is on a Note no
longer holds that office at the time the Trustee authenticates the Note, the
Note shall be valid nevertheless, after giving effect to any exchange of
Initial Notes for Exchange Notes.


 


A Note shall not be valid until an authorized signatory of the Trustee
manually authenticates the Note.  The
signature of the Trustee on a Note shall be conclusive evidence that such Note
has been duly and validly authenticated and issued under this Indenture.  A Note shall be dated the date of its
authentication.


 


At any time and from time to time after the execution and delivery of
this Indenture, the Trustee shall authenticate and make available for
delivery:  (1) Initial Notes for original
issue on the Issue Date in an aggregate principal amount of $350,000,000, (2)
Additional Notes for original issue and (3) Exchange Notes for issue only in an
exchange offer pursuant to the Registration Rights Agreement, and only in
exchange for Initial Notes or Additional Notes of an equal principal amount, in
each case upon a written order of the Issuers signed by two Officers of each
Issuer or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of each Issuer (the “Company Order”).  Such Company Order shall specify the amount
of the Notes to be authenticated and the date on which the original issue of
Notes is to be authenticated and whether the Notes are to be Initial Notes,
Additional Notes or Exchange Notes.


 


The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Issuers to authenticate the
Notes.  Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Notes whenever
the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by the
Authenticating Agent.


 


In case any Issuer or any Guarantor, pursuant to Article
IV or Section 10.2, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which any Issuer or any
Guarantor shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental 


 


38





















 


hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Notes executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Notes surrendered for such exchange
and of like principal amount; and the Trustee, upon Company Order of the
successor Person, shall authenticate and deliver Notes as specified in such
order for the purpose of such exchange. 
If Notes shall at any time be authenticated and delivered in any new
name of a successor Person pursuant to this Section
2.2 in exchange or substitution for or upon registration of transfer
of any Notes, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Notes at the time
outstanding for Notes authenticated and delivered in such new name.


 


Section
2.3.            Registrar and Paying Agent.  The Issuers shall maintain an office or
agency where Notes may be presented for registration of transfer or for
exchange (the “Registrar”) and an office or
agency where Notes may be presented for payment (the “Paying
Agent”).  The Issuers shall
cause each of the Registrar and the Paying Agent to maintain an office or
agency in the Borough of Manhattan, The City of New York.  The Registrar shall keep a register of the
Notes and of their transfer and exchange (the “Note
Register”).  The Issuers may
have one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any
additional paying agent.


 


The Issuers shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. 
The agreement shall implement the provisions of this Indenture that
relate to such agent.  The Issuers shall
notify the Trustee of the name and address of each such agent.  If the Issuers fail to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.7.  The Company or any of its Restricted
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer
agent.


 


The Issuers initially appoint the Trustee as Registrar and Paying Agent
for the Notes.


 


Section
2.4.            Paying Agent to Hold Money in Trust.  By no later than 11:00 a.m. (New York City
time) on the date on which any principal of, premium, if any, on or interest
and Special Interest, if any, on, any Note is due and payable, the Issuers
shall deposit with the Paying Agent a sum sufficient in immediately available
funds to pay such principal, premium, interest and Special Interest, if any,
when due.  The Issuers shall require each
Paying Agent (other than the Trustee) to agree in writing that such Paying
Agent shall hold in trust for the benefit of the Holders or the Trustee all
money held by such Paying Agent for the payment of principal of, or premium, if
any, on, and interest and Special Interest, if any, on, the Notes and shall
notify the Trustee in writing of any default by the Issuers or any Guarantor in
making any such payment.  If an Issuer or
a Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund.  The Issuers at any time may require a Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee and
to account for any funds disbursed by such Paying Agent.  Upon complying with this Section 2.4, the
Paying Agent (if other than an Issuer or a Subsidiary) shall have no further
liability for the money delivered to the 


 


39





















 


Trustee.  Upon any bankruptcy,
reorganization or similar proceeding with respect to any Issuer, the Trustee
shall serve as Paying Agent for the Notes.


 


Section
2.5.            Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders.  If the
Trustee is not the Registrar, or to the extent otherwise required under the
TIA, the Issuers shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.


 


Section 2.6.            Transfer and Exchange.


 


(a)           The following
provisions shall apply with respect to any proposed transfer of a Rule 144A
Note prior to the date which is two years after the later of the date of its
original issue and the last date on which the Issuers or any Affiliate of the
Issuers was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):


 


(1)           a transfer of a
Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the
representation of the transferee in the form as set forth on the reverse of the
Note that it is purchasing for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a “qualified institutional buyer” within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A; and


 


(2)           a transfer of a
Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form set forth in Section 2.7(a) from
the proposed transferee and, if requested by the Issuers or the Trustee, the
delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them.


 


(b)           (1)           The following
provisions shall apply with respect to any proposed exchange of beneficial
interests in the Regulation S Global Note for beneficial interests in the Rule
144A Global Note prior to the expiration of the Restricted Period:


 


Prior to the expiration of the Restricted Period,
beneficial interests in the Regulation S Global Note may be exchanged for
beneficial interests in the Rule 144A Global Note only if:


 


(A)          such exchange
occurs in connection with a transfer of the Notes pursuant to Rule 144A; and


 


(B)           the transferor
first delivers to the Trustee a written certificate substantially in the form
set forth in Section 2.7(b) from the proposed transferee and, if
requested by the Issuers or the Trustee, the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them.


 


40





















 


After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred without requiring the certification set
forth in Section 2.7(b) or any additional
certification.


 


(2) Beneficial interests in a Rule 144A Global Note
may be transferred to a Person who takes delivery in the form of an interest in
the Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the trustee a
written certificate (substantially in the form provided in Section 2.7(a))
to the effect that such transfer is being made in accordance with Rule 903 or
904 of Regulation S or Rule 144 (if available) and that, if such transfer
occurs prior to the expiration of the Restricted Period, the interest
transferred will be held immediately thereafter through Euroclear or
Clearstream.


 


(3) Transfers involving exchanges of beneficial
interests between the Regulation S Global Notes and the Rule 144A Global Notes
will be effected by DTC by means of an instruction originated by the Trustee
through the DTC Deposit/Withdraw at Custodian system. Accordingly, in
connection with any such transfer, appropriate adjustments will be made to
reflect a decrease in the principal amount of the Regulation S Global Note and
a corresponding increase in the principal amount of the Rule 144A Global Note
or vice versa, as applicable. Any beneficial interest in one of the Global
Notes that is transferred to a Person who takes delivery in the form of an
interest in the other Global Note will, upon transfer, cease to be an interest
in such Global Note and will become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to beneficial interests in such other Global Note for so
long as it remains such an interest. 
Notwithstanding anything herein to the contrary, the policies and
practices of DTC may prohibit transfers of beneficial interests in the
Regulation S Global Note prior to the expiration of the Restricted Period.


 


(c)           Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes not bearing a Private Placement Legend, the Registrar shall deliver Notes
that do not bear a Private Placement Legend unless such transferee is an
affiliate (as defined in Rule 144) of the Issuers.  Upon the transfer, exchange or replacement of
Notes bearing a Private Placement Legend, the Registrar shall deliver only
Notes that bear a Private Placement Legend unless there is delivered to the
Registrar an Opinion of Counsel to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.


 


(d)           The Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 2.1 or this Section 2.6.  The Issuers shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable prior written notice to the
Registrar.


 


(e)           Obligations with Respect to Transfers and Exchanges of Notes.


 


(1)           To permit
registrations of transfers and exchanges, the Issuers shall, subject to the
other terms and conditions of this Article II, execute, and the Trustee
shall authenticate, Definitive Notes and Global Notes at the Registrar’s or
co-registrar’s request.


 


41





















 


(2)           No service
charge shall be made to a Holder for any registration of transfer or exchange,
but the Issuers may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charges payable upon exchange or transfer pursuant to Sections 3.7, 3.9, 5.8
or 9.5).


 


(3)           The Registrar
or co-registrar shall not be required to register the transfer or exchange of
(i) any Notes selected for redemption (except in the case of Notes to be
redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes
for a period beginning 15 days before a selection of Notes to be redeemed.


 


(4)           Prior to the
due presentation for registration of transfer of any Note, the Issuers, the
Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat
the person in whose name a Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of, premium, if any, on
and interest and Special Interest, if any, on, such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall
be affected by notice to the contrary.


 


(5)              Any Definitive
Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise
provided by Section 2.6(c), bear the
Private Placement Legend set forth in Section 2.1(d).


 


(6)              All Notes
issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Notes surrendered upon such transfer or exchange.


 


(7)              The Registrar
or any co-registrar may require certain documentation including but not limited
to signature guarantees, before effecting any transfer or exchange.


 


(f)            No Obligation of the Trustee


 


(1)           The Trustee
shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in, DTC or other Person with respect to the
accuracy of the records of DTC or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Notes or with respect to
the delivery to any participant, member, beneficial owner or other Person
(other than DTC) of any notice (including any notice of redemption) or the
payment of any amount or delivery of any Notes (or other Note or property)
under or with respect to such Notes.  All
notices and communications to be given to the Holders and all payments to be
made to Holders in respect of the Notes shall be given or made only to or upon
the order of the registered Holders (which shall be DTC or its nominee in the
case of a Global Note).  The rights of
beneficial owners in any Global Note shall be exercised only through DTC
subject to the applicable rules and procedures of DTC.  The Trustee may rely and shall be fully
protected in relying upon information furnished by DTC with respect to its
members, participants and any beneficial owners.


 


42





















 


(2)           The Trustee shall
have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among DTC participants, members or
beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


Section
2.7.            Form of
Certificates to be Delivered in Connection with Transfers Pursuant to
Regulation S and Rule 144A.


 


(a)           Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Regulation S.


 


[Date]


 


Tronox Worldwide LLC

Tronox Finance Corp.


Citibank, N.A., as Trustee


111 Wall Street, 15th
Floor Window

New York, NY 10005

Attention:  Corporate Trust Services - Tronox
Worldwide LLC


 


Re:          Tronox Worldwide LLC and
Tronox Finance Corp.

91⁄2 % Senior Notes
due 2012 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $                      
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the United
States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(a)           the offer of the Notes was
not made to a person in the United States;


 


(b)           either (i) at the time the
buy order was originated, the transferee was outside the United States or we
and any person acting on our behalf reasonably believed that the transferee was
outside the United States or (ii) the transaction was executed in, on or
through the facilities of a designated off-shore securities market and neither
we nor any person acting on our behalf knows that the transaction has been
pre-arranged with a buyer in the United States;


 


(c)           no directed selling efforts
have been made in the United States in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S, as applicable;


 


43





















 


(d)           the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act; and


 


(e)           we have advised the
transferee of the transfer restrictions applicable to the Notes.


 


The Trustee and the Issuers are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or
a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate
have the meanings set forth in Regulation S.


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  
	
  [Name
  of Transferor]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signature

  	
   

  	
   

  
					



 


(b)           Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Rule 144A.


 


[Date]


 


Tronox Worldwide LLC

Tronox Finance Corp.


Citibank, N.A., as Trustee


111 Wall Street, 15th
Floor Window

New York, NY 10005

Attention:  Corporate Trust Services -
Tronox Worldwide LLC


 


Re:          Tronox Worldwide LLC and
Tronox Finance Corp.

91⁄2 % Senior Notes
due 2012 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $                     
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Rule 144A (“Rule 144A”)
under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that the Notes are being transferred
to a Person:


 


(a)           that we reasonably believe
to be a qualified institutional buyer (as defined in Rule 144A under the
Securities Act) (a “QIB”);


 


(b)           purchasing for its own
account or the account of a QIB in a transaction meeting the requirements of
Rule 144A; and


 


44





















 


(c)           in accordance with all
applicable securities laws of the states of the United States and other
jurisdictions.


 


The Trustee and the Issuers are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or
a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  
	
  [Name
  of Transferor]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signature

  	
   

  	
   

  
					



 


Section 2.8.            Mutilated, Destroyed, Lost or Wrongfully Taken Notes.  If a mutilated Note is surrendered to the
Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall
authenticate a replacement Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding if the requirements of Section 8-405
of the Uniform Commercial Code are met, such that the Holder (a) makes such
request to the Issuers or Trustee prior to the Issuer or Trustee having notice
that the Note has been acquired by a protected purchaser as defined in Section
8-303 of the Uniform Commercial Code (a “protected
purchaser”), (b) files with the Issuer or the Trustee an
indemnity bond, sufficient in the judgment of the Issuers and the Trustee to
protect the Issuers, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Note is replaced,
and, in the absence of notice to the Issuers or the Trustee that such Note has
been acquired by a protected purchaser and (c) satisfies any other reasonable
requirements of the Trustee.


 


In case any such mutilated, destroyed, lost or wrongfully taken Note
has become or is about to become due and payable, the Issuers in their
discretion may, instead of issuing a new Note, pay such Note.


 


Upon the issuance of any new Note under this Section
2.8, the Issuers may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
in connection therewith.


 


Every new Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or wrongfully taken Note shall constitute an
original additional contractual obligation of the Issuers, any Guarantor (if
applicable) and any other obligor upon the Notes, whether or not the mutilated,
destroyed, lost or wrongfully taken Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


45





















 


The provisions of this Section 2.8
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes.


 


Section
2.9.            Outstanding
Notes.  Notes
outstanding at any time are all Notes authenticated by the Trustee except for
those canceled by it, those accepted by it for cancellation and those described
in this Section 2.9 as not
outstanding.  A Note ceases to be
outstanding in the event Parent, any Issuer or a Subsidiary of Parent or of any
Issuer holds the Note, provided,
however,
that (i) for purposes of determining which are outstanding for consent or
voting purposes hereunder, the provisions of Section
12.6 shall apply and (ii) in determining whether the Trustee shall
be protected in making a determination whether the Holders of the requisite
principal amount of outstanding Notes are present at a meeting of Holders of
Notes for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment
or modification hereunder, or relying upon any such quorum, consent or vote,
only Notes which a Trust Officer of the Trustee actually knows to be held by
Parent or an Affiliate thereof shall not be considered outstanding.


 


If a Note is replaced pursuant to Section 2.8,
it ceases to be outstanding unless the Trustee and the Issuers receive proof
satisfactory to them that the replaced Note is held by a protected purchaser.


 


If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a Redemption Date or maturity date money sufficient to pay
all principal, premium, if any, and interest and Special Interest, if any,
payable on that date with respect to the Notes (or portions thereof) to be
redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture, then on and after that date such Notes (or portions
thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section
2.10.          Cancellation.  The Issuers at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and destroy such Notes in accordance with its internal policies,
including delivery of a certificate (a “Certificate of
Destruction”) describing such Notes disposal (subject to the record
retention requirements of the Exchange Act). 
The Issuers may not issue new Notes to replace Notes they have paid or
delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange.


 


Section
2.11.          Payment of
Interest; Defaulted Interest.  Interest and Special Interest, if any, on any
Note which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Note (or
one or more predecessor Notes) is registered at the close of business on the
regular record date for such interest at the office or agency of the Issuers
maintained for such purpose pursuant to Section 2.3.


 


Any interest and Special Interest, if any, on any Note which is
payable, but is not paid when the same becomes due and payable and such
nonpayment continues for a period of 30 days


 


46





















 


shall forthwith cease to be payable to the
Holder on the regular record date, and such defaulted interest and (to the
extent lawful) interest on such defaulted interest at the rate borne by the
Notes (such defaulted interest and interest thereon herein collectively called
“Defaulted Interest”) shall be paid by the
Issuers, at their election in each case, as provided in clause (a) or (b)
below:


 


(a)           The Issuers may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Notes (or their respective predecessor Notes) are registered at the close
of business on a Special Record Date (as defined below) for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Issuers shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Note
and the date (not less than 30 days after such notice) of the proposed payment
(the “Special Interest Payment Date”), and
at the same time the Issuers shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such
Defaulted Interest, which date shall be not more than 15 days and not less than
10 days prior to the Special Interest Payment Date and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Issuers
of such Special Record Date, and in the name and at the expense of the Issuers,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor to be given in
the manner provided for in Section 12.2,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date and Special Interest Payment
Date therefor having been so given, such Defaulted Interest shall be paid on
the Special Interest Payment Date to the Persons in whose names the Notes (or
their respective predecessor Notes) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (b).


 


(b)           The Issuers may
make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Issuers to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.


 


Subject to the foregoing provisions of this Section
2.11, each Note delivered under this Indenture upon registration of,
transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest and Special Interest, if any, each as accrued and unpaid,
and to accrue, which were carried by such other Note.


 


Section
2.12.          Computation of
Interest.  Interest on
the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


Section
2.13.          CUSIP Numbers.  The Issuers in issuing the Notes may use
“CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that 


 


47





















 


no representation is made as to the correctness of such numbers either
as printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission
of such CUSIP numbers.  The Issuers shall
promptly notify the Trustee in writing of any change in the CUSIP numbers.


 


ARTICLE III


 


Covenants


 


Section
3.1.            Payment of
Notes.  The Company
shall promptly pay the principal of, premium, if any, on, and interest and
Special Interest, if any, on, the Notes on the dates and in the manner provided
in the Notes and in this Indenture. 
Principal, premium, if any, interest and Special Interest, if any, shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent, in its capacity as Trustee or Paying Agent, respectively, holds in
accordance with this Indenture immediately available funds deposited by or on
behalf of the Issuer or the Guarantor sufficient to pay all principal, premium,
interest and Special Interest, if any, then due and the Trustee or Paying
Agent, as the case may be, is not prohibited from paying money to the Holders
on that date pursuant to the terms of this Indenture.


 


The Issuers shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


 


Notwithstanding anything to the contrary contained in this Indenture,
the Issuers may, to the extent they are required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.


 


Section
3.2.            Reports.  Whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the
Company will cause Parent to file with the Commission for public availability
within the time periods specified in the Commission’s rules and regulations
(unless the Commission will not accept such a filing), and (if not filed
electronically with the Commission) within such periods the Company will cause
Parent to furnish to the Holders of Notes or cause the Trustee to make
available to such Holders for inspection:


 


(a)           all quarterly and annual
financial and other information with respect to Parent and its Subsidiaries
that would be required to be contained in a filing with the Commission on Forms
10-Q and 10-K if Parent were required to file such Forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report on
Parent’s consolidated financial statements by Parent’s certified independent
accountants; and


 


(b)           all current reports and
other information that would be required to be filed with the Commission on
Form 8-K if Parent were required to file such reports.


 


The delivery of all such reports, documents and information to the
Trustee does not imply any knowledge by the Trustee of the contents thereof nor
shall such delivery constitute 


 


48





















 


constructive
notice of any information contained therein or determinable thereby or require
any action by the Trustee other than to maintain the reports for examination by
the Holders.


 


If, at any time, Parent is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
cause Parent to continue filing the reports specified in the preceding
paragraphs of this covenant with the Commission within the time periods
specified above unless the Commission will not accept such a filing.  The Company will not permit Parent to take
any action for the purpose of causing the Commission not to accept any such
filings.  If, notwithstanding the
foregoing, the Commission will not accept Parent’s filings for any reason, the
Company will cause Parent to post the reports referred to in the preceding
paragraphs on its website within the time periods that would apply if Parent
were required to file those reports with the SEC.


 


In addition, the Company and the Guarantors shall, for so long as any
Notes remain outstanding, if at any time they are not required to file the
reports required by the preceding paragraphs with the Commission, furnish to
the Holders and to securities analysts and prospective investors in the Notes,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.


 


Section 3.3.            Incurrence of Indebtedness and Issuance of Preferred Stock.


 


(a)           The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)
any Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Company and
its Restricted Subsidiaries that are Guarantors may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge
Coverage Ratio for the Company’s most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued, as the case may be, would have been at least 2.0 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period.


 


(b)           The provisions
of Section 3.3(a) will not prohibit the
incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


 


(1)           the incurrence
by the Company and any Guarantor of Indebtedness and letters of credit under
Credit Facilities in an aggregate principal amount at any one time outstanding
under this Section 3.3(b)(1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Company
and its Restricted Subsidiaries thereunder) not to exceed the greater of $450.0
million and the Borrowing Base;


 


49





















 


(2)           the incurrence
by the Company and its Restricted Subsidiaries of the Existing Indebtedness;


 


(3)           the incurrence
by the Company and the Guarantors of Indebtedness represented by the Initial
Notes and the related Note Guarantees to be issued on the Issue Date and the
Exchange Notes and the related Note Guarantees to be issued pursuant to the
Registration Rights Agreement;


 


(4)           the incurrence
by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any
part of the purchase price or cost of design, construction, installation or
improvement of property, plant or equipment used in the business of the Company
or any of its Restricted Subsidiaries, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to
this Section 3.3(b)(4), at any time
outstanding, not to exceed the greater of (a) $25.0 million and (b) 1.5% of
Consolidated Net Tangible Assets;


 


(5)           the incurrence
by the Company or any of its Restricted Subsidiaries of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge any Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred
under Section 3.3(a) or clauses (2),
(3), (4) or (5) of this Section 3.3(b);


 


(6)           the incurrence
by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that:


 


(a)           if the Company
or any Guarantor is the obligor on such Indebtedness and the payee is not the
Company or a Guarantor, such Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations then due with respect to the
Notes, in the case of the Company, or the Note Guarantee, in the case of a
Guarantor; and


 


(b)           (i) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company, will be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary,
as the case may be, that was not permitted by this Section 3.3(b)(6);


 


(7)           the issuance by
any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted
Subsidiaries of shares of Preferred Stock; provided, however, that:


 


50





















 


(a)           any subsequent
issuance or transfer of Equity Interests that results in any such Preferred
Stock being held by a Person other than the Company or a Restricted Subsidiary
of the Company; and


 


(b)           any sale or
other transfer of any such Preferred Stock to a Person that is not either the
Company or a Restricted Subsidiary of the Company,


 


will be deemed, in each
case, to constitute an issuance of such Preferred Stock by such Restricted
Subsidiary that was not permitted by this Section 3.3(b)(7);


 


(8)           the incurrence
by the Company or any of its Restricted Subsidiaries of Hedging Obligations in
the ordinary course of business;


 


(9)           the guarantee
by the Company or any of the Guarantors of Indebtedness of the Company or a
Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this covenant; provided that if the Indebtedness being
guaranteed is subordinated to or pari passu with the Notes, then the guarantee
shall be subordinated or pari passu, as applicable, to the same extent as the
Indebtedness guaranteed;


 


(10)         the incurrence
by the Company or any of its Restricted Subsidiaries of Indebtedness (including
letters of credit) in respect of workers’ compensation claims, self-insurance
obligations, bankers’ acceptances, performance and surety bonds in the ordinary
course of business;


 


(11)         the incurrence
by the Company or any of its Restricted Subsidiaries of Indebtedness (including
letters of credit) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds, so long as such Indebtedness is covered within five
business days;


 


(12)         the incurrence
by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any
time outstanding pursuant to this Section 3.3(b)(12), not to exceed the
greater of (a) $30.0 million and (b) 5.0% of the combined Consolidated Tangible
Assets of the Foreign Subsidiaries (or the equivalent thereof, measured at the
time of each incurrence, in applicable foreign currency);


 


(13)         Indebtedness
consisting of the financing of insurance premiums in customary amounts
consistent with the operations and business of the Issuers and the Restricted
Subsidiaries;


 


(14)         Indebtedness
incurred by a Receivables Subsidiary in a Qualified Receivables Financing that
is not recourse to the Company or any Restricted Subsidiary of the Company other
than a Receivables Subsidiary (except for Standard Securitization
Undertakings);


 


(15)         Indebtedness or
Preferred Stock of Persons that are acquired by the Company or any Restricted
Subsidiary or merged into the Company or a Restricted Subsidiary in accordance
with the terms of this Indenture; provided that such 


 


51





















 


Indebtedness or Preferred
Stock is not incurred in connection with or in contemplation of such
acquisition or merger; and provided, further, that after giving effect to such
acquisition or merger, the Company or such Restricted Subsidiary would be
permitted to incur at least $1.00 of additional Indebtedness under Section
3.3(a); and


 


(16)         the incurrence
by the Company or any of the Restricted Subsidiaries of additional Indebtedness
in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, not to exceed $35.0 million.


 


(c)           Notwithstanding the
foregoing, neither the Issuers nor any Guarantor will incur any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of any Issuer or such Guarantor unless such
Indebtedness is also contractually subordinated in right of payment to the
Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of an Issuer solely
by virtue of being unsecured or by virtue of being secured on a first or junior
Lien basis.


 


(d)           For purposes of
determining compliance with this Section 3.3, in the event that an item
of proposed Indebtedness meets the criteria of more than one of the categories
of Permitted Debt described in Section 3.3(b)(1) through (16)
above, or is entitled to be incurred pursuant to Section 3.3(a), the
Company will be permitted to classify such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this covenant. Indebtedness
under Credit Facilities outstanding on the date on which Notes are first issued
and authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on Section 3.3(b)(1).


 


(e)           The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of Preferred Stock as
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this
covenant; provided, in each such case, that the amount of any such accrual,
accretion or payment is included in Fixed Charges of the Company as accrued.
Notwithstanding any other provision of this covenant, the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary may incur pursuant
to this covenant shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values.


 


(f)            The
amount of any Indebtedness outstanding as of any date will be:


 


(1)           the accreted
value of the Indebtedness, in the case of any Indebtedness issued with original
issue discount;


 


(2)           the principal
amount of the Indebtedness, together with any interest on the Indebtedness that
is more than 30 days past due, in the case of any other Indebtedness; and


 


52





















 


(3)           in respect of
Indebtedness of another Person secured by a Lien on the assets of the specified
Person, the lesser of:


 


(A)          the Fair Market
Value of such assets at the date of determination; and


 


(B)           the amount of
the Indebtedness of the other Person.


 


If at any time an
Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under this Section 3.3,
the Company shall be in Default of this Section 3.3).


 


Section 3.4.            Restricted Payments.


 


(a)           The Issuers will not, and
will not permit any of their Restricted Subsidiaries to, directly or
indirectly:


 


(1)           declare or pay
any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests or to the
direct or indirect holders of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as such (other than dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company and other than dividends or distributions payable to the Company or
a Restricted Subsidiary of the Company);


 


(2)           purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Company or any direct or indirect parent of the Company other than Equity
Interests owned by the Company or any Restricted Subsidiary;


 


(3)           make any
payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor
that is contractually subordinated to the Notes or to any Note Guarantee
(excluding any intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries), except (A) a payment of interest or principal
at the Stated Maturity thereof and (B) the purchase, repurchase or other
acquisition of Indebtedness in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within
one year of the date of such purchase, repurchase or acquisition; or


 


(4)           make any Restricted
Investment


 


(all such payments and other actions set forth in clauses (1) through
(4) above being collectively referred to as “Restricted
Payments”),


 


unless, at the time of and after giving effect to such Restricted
Payment:


 


53





















 


(1)           no Default has
occurred and is continuing or would occur as a consequence of such Restricted
Payment;


 


(2)           the Company
would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to Section 3.3(a); or


 


(3)           such Restricted
Payment, together with the aggregate amount of all other Restricted Payments
made by the Company and its Restricted Subsidiaries since the Issue Date
(excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6),
(7), (8), (9), (14) and (16) of Section 3.4(b)), is less than the sum,
without duplication, of:


 


(A)          50% of the
Consolidated Net Income of the Company for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the
Issue Date to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit); plus


 


(B)           100% of the
aggregate net cash proceeds received, and the Fair Market Value of property
received from a non-Affiliate for use in a Permitted Business, by the Company
since the Issue Date as a contribution to its common equity capital or from the
issue or sale of Equity Interests of the Company (other than Disqualified
Stock) or from the issue or sale of convertible or exchangeable Disqualified
Stock or convertible or exchangeable debt securities of the Company that have
been converted into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of
the Company or an employee stock ownership plan, option plan or similar trust
to the extent such sale to an employee stock ownership plan or similar trust is
financed by loans from or guaranteed by the Company or any of its Restricted
Subsidiaries unless such loans have been repaid with cash on or prior to the
date of determination); plus


 


(C)           to the extent
that any Restricted Investment that was made after the Issue Date is sold for
cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash
return of capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (ii) the initial amount of such Restricted Investment;
plus


 


(D)          to the extent that
any Unrestricted Subsidiary of the Company designated as such after the Issue
Date is redesignated as a Restricted Subsidiary after the Issue Date, the
lesser of (i) the Fair Market Value of the Company’s Investment in such
Subsidiary as of the date of such redesignation or (ii) such Fair Market Value
as of the date on which such Subsidiary was originally designated as an
Unrestricted Subsidiary after the Issue Date; plus


 


54





















 


(E)           50% of any
dividends received by the Company or a Restricted Subsidiary of the Company
that is a Guarantor after the Issue Date from an Unrestricted Subsidiary of the
Company, to the extent that such dividends were not otherwise included in the
Consolidated Net Income of the Company for such period; plus


 


(F)           $10.0 million.


 


(b)           So long as no
Default has occurred and is continuing or would be caused thereby, the
preceding provisions of Section 3.4(a) will not prohibit:


 


(1)           the payment of
any dividend or the consummation of any irrevocable redemption within 60 days
after the date of declaration of the dividend or giving of the redemption
notice, as the case may be, if at the date of declaration or notice, the
dividend or redemption payment would have complied with the provisions of this
Indenture;


 


(2)           the making of
any Restricted Payment in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
Equity Interests of the Company (other than Disqualified Stock and other than
Equity Interests issued or sold to an employee stock ownership plan or similar
trust is financed by loans from or guaranteed by the Company or any of its
Restricted Subsidiaries unless such loans have been repaid with cash on or
prior to the date of determination) or from the substantially concurrent
contribution of common equity capital to the Company; provided that the amount
of any such net cash proceeds that are utilized for any such Restricted Payment
will be excluded from clause (3)(B) of the preceding paragraph;


 


(3)           the repurchase,
redemption, defeasance or other acquisition or retirement for value of
Indebtedness of the Company or any Guarantor that is contractually subordinated
to the Notes or to any Note Guarantee with the net cash proceeds from a
substantially concurrent incurrence of Permitted Refinancing Indebtedness;


 


(4)           the payment of
any dividend (or, in the case of any partnership or limited liability company,
any similar distribution) by a Restricted Subsidiary of the Company (including
a Receivables Subsidiary) to the holders of its Equity Interests on a pro rata
basis;


 


(5)           the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company, any Restricted Subsidiary of the Company or Parent held by any
then-current or former officer, director or employee of the Company, any of its
Restricted Subsidiaries or Parent pursuant to any equity subscription
agreement, stock option agreement, shareholders’ agreement, management equity
plan, incentive plan, stock option plan, or any other similar management or
employee benefit plan; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0
million in any twelve-month period (with unused amounts in any such 12-month
period being carried over to the next (and only the next) succeeding 12-month
period);


 


55





















 


(6)           the repurchase
of Equity Interests deemed to occur upon the exercise of stock options or
vesting of restricted stock to the extent such Equity Interests represent a
portion of the exercise price of those stock options or the withholding tax
obligations with respect to such exercise or vesting;


 


(7)           the declaration
and payment of regularly scheduled or accrued dividends to holders of any class
or series of Disqualified Stock of the Company or any Restricted Subsidiary of
the Company issued on or after the Issue Date in accordance with Section
3.3(a);


 


(8)           any payments
made in connection with the consummation of the transactions closing
contemporaneously with the issuance of the Initial Notes on the Issue Date on
substantially the terms described in the Offering Memorandum;


 


(9)           so long as no
Default has occurred and is continuing or would be caused thereby, repurchases
of Indebtedness that is subordinated to the Notes or a Note Guarantee at a
purchase price not greater than (i) 101% of the principal amount of such
subordinated Indebtedness in the event of a Change of Control or (ii) 100% of
the principal amount of such subordinated Indebtedness in the event of an Asset
Sale, in each case plus accrued interest, in connection with any change of
control offer or asset sale offer required by the terms of such Indebtedness,
but only if:


 


(A)          in the case of
a Change of Control, the Company has first complied with and fully satisfied
its obligations under Section 3.9; or


 


(B)           in the case of
an Asset Sale, the Company has complied with and fully satisfied its
obligations under Section 3.7;


 


(10)         the repurchase, redemption or other acquisition for
value of Capital Stock of the Company or any direct or indirect parent of the
Company representing fractional shares of such Capital Stock in connection with
a merger, consolidation, amalgamation or other combination involving the
Company or any direct or indirect parent of the Company;


 


(11)         purchases of
receivables pursuant to a Receivables Repurchase Obligation in connection with
a Qualified Receivables Financing;


 


(12)         payments
contemplated by the Transition Agreements as in effect on the Issue Date, as
the Transition Agreements may be amended, modified or supplemented from time to
time; provided, however, that any future amendment, modification, or supplement
entered into after the Issue Date will be permitted to the extent that its
terms do not adversely affect, as a whole, the rights of any Holders of the
Notes as compared to the terms of the agreements in effect on the Issue Date;


 


(13)         the payment of
dividends on the Company’s common equity capital (or the payment of dividends
to Parent to fund a payment of dividends on Parent’s common stock) after the
Issue Date, of an amount per annum equal to up to 6% of the net proceeds 


 


56





















 


of Parent’s public equity
offering closing on the Issue Date; provided that any amounts so utilized are
excluded from the calculation set forth in Section 3.4(a)(3)(B)
above;


 


(14)         Permitted
Payments to Parent in the ordinary course of business;


 


(15)         the distribution,
as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed
by the Company or a Restricted Subsidiary of the Company to, Unrestricted
Subsidiaries;


 


(16)         payments to
Parent in respect of the tax liabilities owed by Parent as a result of Parent’s
ownership of membership interests in the Company or as a result of Parent being
the common parent of any consolidated or combined tax group under applicable
law (“Tax Payments”). Any Tax Payment received from the Company or its
Subsidiaries shall be paid over to the appropriate taxing authority within 30
days of Parent’s receipt of such Tax Payments or refunded to the Company or the
relevant Subsidiary; and


 


(17)         other Restricted Payments in
an aggregate amount not to exceed $20.0 million since the Issue Date.


 


(c)           The amount of
all Restricted Payments (other than cash) will be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment. The Fair Market Value of any assets
or securities that are required to be valued by this covenant will be
determined by the Board of Directors of the Company whose resolution with
respect thereto will be delivered to the Trustee.  For purposes of determining compliance with
this Section 3.4, in the event that a Restricted Payment meets the
criteria of more than one of the exceptions described in (1) through (17) above
or is entitled to be made pursuant to Section 3.4(a), the Company shall,
in its sole discretion, classify such Restricted Payment, or later classify,
reclassify or re-divide all or a portion of such Restricted Payment, in any
manner that complies with this Section 3.4.


 


Section 3.5.            Liens.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind on any asset now owned or hereafter acquired, except Permitted Liens.


 


Section 3.6.            Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


(a)           The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)           pay dividends
or make any other distributions on its Capital Stock to the Company or any of
its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to
the Company or any of its Restricted Subsidiaries;


 


57





















 


(2)           make loans or
advances to the Company or any of its Restricted Subsidiaries; or


 


(3)           sell, lease or
transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries.


 


(b)           However, the
preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of:


 


(1)           agreements
governing Existing Indebtedness and Credit Facilities as in effect on the Issue
Date and any amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings of those agreements, provided that the
amendments, restatements, modifications, renewals, supplements, refundings,
replacement or refinancings are not materially more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements on the Issue Date;


 


(2)           this Indenture,
the Notes and the Note Guarantees;


 


(3)           applicable law,
or any applicable rule, regulation or order;


 


(4)           any agreement
or other instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness or Capital
Stock was incurred in connection with or in contemplation of such acquisition),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired; provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(5)           customary
non-assignment provisions in contracts and licenses (including licenses of
intellectual property) entered into in the ordinary course of business;


 


(6)           purchase money
obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or
leased of the nature described in Section 3.6(a)(3);


 


(7)           any agreement
for the sale or other disposition of assets, including an agreement for the
sale or other disposition of a Restricted Subsidiary, that restricts
distributions by the applicable Restricted Subsidiary pending the sale or other
disposition;


 


(8)           Permitted
Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
more restrictive, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced;


 


(9)           Liens permitted
to be incurred under Section 3.5 that limit the right of the debtor to
dispose of the assets subject to such Liens;


 


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(10)         provisions
limiting the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, sale-leaseback agreements, stock sale
agreements and other similar agreements entered into with the approval of the
Company’s Board of Directors, which limitation is applicable only to the assets
that are the subject of such agreements;


 


(11)         provisions with
respect to the disposition or distribution of assets or property in joint
venture agreements, stockholder agreements, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of
business;


 


(12)         other
Indebtedness of the Company or any Restricted Subsidiary permitted to be
incurred pursuant to an agreement entered into subsequent to the Issue Date in
accordance with Section 3.3; provided that the provisions relating to
such encumbrance or restriction contained in such Indebtedness are not
materially less favorable to the Company taken as a whole, as determined by the
Board of Directors of Parent in good faith, than the provisions contained in
the Credit Agreement and in this Indenture as each is in effect on the closing
date of the Credit Agreement and the Issue Date under the Indenture,
respectively;


 


(13)         the issuance of
Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon
in accordance with the terms thereof; provided that issuance of such Preferred
Stock is permitted pursuant to Section 3.3 and the terms of such
Preferred Stock do not expressly restrict the ability of a Restricted
Subsidiary to pay dividends or make any other distributions on its Capital
Stock (other than requirements to pay dividends or liquidation preferences on such
Preferred Stock prior to paying any dividends or making any other distributions
on such other Capital Stock);


 


(14)         supermajority
voting requirements existing under corporate charters, by laws, stockholders
agreements and similar documents and agreements;


 


(15)         any encumbrance
or restriction of a Receivables Subsidiary effected in connection with a
Qualified Receivables Financing; provided, however, that such restrictions
apply only to such Receivables Subsidiary;


 


(16)         customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest; and


 


(17)         restrictions on
cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business.


 


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Section 3.7.            Asset Sales.


 


(a)           The
Issuers will not, and will not permit any of the Company’s Restricted
Subsidiaries to, consummate an Asset Sale unless:


 


(1)           the Company (or
the Restricted Subsidiary, as the case may be) receives consideration at the
time of the Asset Sale at least equal to the Fair Market Value of the assets or
Equity Interests issued or sold or otherwise disposed of; and


 


(2)           at least 75% of
the consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash, Cash Equivalents or Additional Assets.  For purposes of this provision, each of the
following will be deemed to be cash:


 


(A)          any
liabilities, as shown on the Company’s most recent consolidated balance sheet,
of the Company or any Restricted Subsidiary (other than contingent liabilities
and liabilities that are by their terms subordinated to the Notes or any Note
Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from any further liability;


 


(B)           any securities,
notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are converted by the Company or such
Subsidiary into cash within 180 days after the date of the Asset Sale, to the
extent of the cash received in that conversion; and


 


(C)           any stock or
assets of the kind referred to in Section 3.7(b)(2) or (4).


 


(b)           Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or the applicable Restricted Subsidiary, as the case may be, may apply those
Net Proceeds at its option:


 


(1)           to repay
Indebtedness and other Obligations under Credit Facilities that are permitted
by clause (i) of the definition of “Permitted Debt” of the Company or a
Restricted Subsidiary of the Company that is a Guarantor;


 


(2)           to acquire all
or substantially all of the assets of, or any Capital Stock of, another
Permitted Business (or a division or unit thereof), if, after giving effect to
any such acquisition of Capital Stock, the Permitted Business is or becomes a
Restricted Subsidiary of the Company;


 


(3)           to make a
capital expenditure; or


 


(4)           to acquire
other assets that are not classified as current assets under GAAP and that are
used or useful in a Permitted Business.


 


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(c)           Pending the
final application of any Net Proceeds, the Issuers may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner
that is not prohibited by this Indenture.


 


(d)           Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
preceding Section 3.7(b) will constitute “Excess Proceeds”; provided, that the 360-day
period provided above to apply any portion of Net Proceeds in accordance with Section
3.7(b)(2) or (4) shall be extended by an additional 90 days if, by not
later than the 360th day after receipt of such Net Proceeds, the
Company or a Restricted Subsidiary, as applicable, has entered into a bona fide
binding contract with a Person other than an Affiliate of the Company to make
an investment of the type described in Section 3.7(b)(2) or (4) in the
amount of such Net Proceeds. When the aggregate amount of Excess Proceeds exceeds
$15.0 million, within ten days thereof, the Issuers will make an offer (an “Asset Sale Offer”) to all Holders of Notes and
all holders of other Indebtedness that ranks pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to
purchase, on a pro rata basis, the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will
be equal to 100% of the principal amount plus accrued and unpaid interest and
Special Interest, if any, to the date of purchase, and will be payable in
cash.  If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Issuers may use those Excess
Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes
and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee will select the Notes to be
purchased on a pro rata basis on the basis of the aggregate principal amount of
tendered Notes.  Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.  If the Asset Sale Payment Date is on or after
an interest payment record date and on or before the related interest payment
date, any accrued and unpaid interest (including Special Interest, if any) will
be paid to the Holder in whose name a Note is registered at the close of
business on such record date, and no interest or Special Interest, if any, will
be payable to the Holder who tenders the Notes pursuant to the Asset Sale
Offer.


 


(e)           The Asset Sale
Offer will remain open for a period of 20 Business Days following its
commencement, except to the extent that a longer period is required by
applicable law (the “Asset Sale Offer Period”).  No later than five Business Days after the
termination of the Asset Sale Offer Period (the “Asset
Sale Payment Date”), the Company will purchase the principal amount
of Notes and other pari passu Indebtedness required to be purchased pursuant to
this covenant (the “Asset Sale Offer Amount”)
or, if less than the Asset Sale Offer Amount has been so validly tendered, all
Notes and other pari passu Indebtedness validly tendered in response to the
Asset Sale Offer.  On or before the Asset
Sale Payment Date, the Company will, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of
Notes and other pari passu Indebtedness or portions thereof so validly tendered
and not properly withdrawn pursuant to the Asset Sale Offer, or if less than
the Asset Sale Offer Amount has been validly tendered and not properly
withdrawn, all Notes and other pari passu Indebtedness so validly tendered and
not properly withdrawn.  The Company will
deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this covenant; and, in addition, the Company will make such deliveries
of all certificates and notes as are required by the 


 


61





















 


agreements governing the other pari passu Indebtedness.  The Company or the Paying Agent, as the case
may be, will promptly (but in any case not later than five Business Days after
the termination of the Asset Sale Offer Period) mail or deliver to each
tendering Holder of Notes, an amount equal to the purchase price of the Notes
so validly tendered and not properly withdrawn by such Holder and accepted by
the Company for purchase, and the Company will promptly issue a new Note, and
the Trustee, upon receipt by the Trustee of such an Officers’ Certificate from
the Company, will authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered.  In addition, the Company
will take any and all other actions required by the agreements governing the
other pari passu Indebtedness.  Any Note
not so accepted will be promptly mailed or delivered by the Company to the
Holder thereof.  The Company will
publicly announce the results of the Asset Sale Offer on or as soon as
practicable after the Asset Sale Payment Date.


 


(f)            The Issuers
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with each repurchase of Notes pursuant
to an Asset Sale Offer.  To the extent
that the provisions of any securities laws or regulations conflict with the
Asset Sale provisions hereunder, the Issuers will comply with the applicable
securities laws and regulations and will not be deemed to have breached their
obligations under the Asset Sale provisions hereunder by virtue of such
compliance.


 


(g)           The Trustee
shall be under no obligation to ascertain the occurrence of an Asset Sale, or
to determine or calculate Excess Proceeds, the Asset Sale Offer Period, the
Asset Sale Payment Date or the Asset Sale Offer Amount, or give any notice with
respect thereto.  The Trustee may
conclusively assume, in the absence of written notice to the contrary from the
Company or a Holder or Holders of Notes, that no Asset Sale has occurred.


 


Section 3.8.            Transactions with Affiliates.


 


(a)           The Company
will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or Guarantee with, or for the benefit of, any Affiliate of the Company
(each, an “Affiliate Transaction”), unless:


 


(1)           the Affiliate
Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and


 


(2)           the Company
delivers to the Trustee:


 


(A)          with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $10.0 million, a resolution of the Board
of Directors of the Company set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with this 


 


62





















 


covenant and that such
Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Company; and


 


(B)           with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $25.0 million, an opinion as to the
fairness to the Company or such Subsidiary of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment
banking firm of national standing.


 


(b)           The following
items will not be deemed to be Affiliate Transactions and, therefore, will not
be subject to the provisions of Section 3.8(a):


 


(1)           any employment
agreement, employee benefit plan, officer or director indemnification agreement
or any similar arrangement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and payments pursuant thereto;


 


(2)           transactions
between or among the Company and/or any of its Restricted Subsidiaries
(including Persons that become Restricted Subsidiaries as a result thereof);


 


(3)           transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(4)           reasonable fees
and expenses and compensation paid to, and indemnity provided on behalf of,
officers, directors or employees of the Company or any Restricted Subsidiaries
as determined in good faith by the Board of Directors or senior management of
Parent;


 


(5)           any issuance of
Equity Interests (other than Disqualified Stock) of the Company to Affiliates
of the Company;


 


(6)           Restricted
Payments that do not violate Section 3.4;


 


(7)           transactions
effected in connection with the transactions closing contemporaneously with the
sale of the Initial Notes on the Issue Date, including the payment of all fees
and expenses, which transactions are described in the Offering Memorandum under
the caption “Arrangements between Kerr-McGee and Our Company”;


 


(8)           any transaction
effected as part of a Qualified Receivables Financing;


 


(9)           transactions
between the Company or any Restricted Subsidiaries and any Person, a director
of which is also a director of the Company or any direct or indirect parent
company of the Company and such director is the sole cause for such Person to
be deemed an Affiliate of the Company or any Restricted Subsidiaries; provided,
however, that such director abstains from voting as director of the Company or
such direct or indirect parent company, as the case may be, on any matter involving
such other Person;


 


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(10)         any
contribution to the capital of the Company; and


 


(11)         transactions
pursuant to any contract or agreement described in the Offering Memorandum
under the caption “Arrangements between Kerr-McGee and Our Company,” as in
effect on the Issue Date, in each case as amended, modified or replaced from
time to time so long as the amended, modified or new agreements, taken as a
whole, are not materially less favorable to the Company and its Restricted
Subsidiaries than those in effect on the Issue Date.


 


Change of Control.  If a Change of Control occurs, each Holder of
Notes will have the right to require the Issuers to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of the
Notes repurchased plus accrued and unpaid interest and Special Interest, if
any, on the Notes repurchased to the date of purchase (subject to the right of
Holders of Notes on the relevant record date to receive interest due on the
relevant interest payment date).


 


Within 30 days following any Change of Control, the Issuers will mail a
notice (the “Change of Control Offer”) to
each Holder with a copy to the Trustee stating:


 


(1)           that a Change
of Control has occurred and that such Holder has the right to require the
Company to purchase such Holder’s Notes at a purchase price in cash equal to
101% of the principal amount of such Notes plus accrued and unpaid interest and
Special Interest, if any, to the date of settlement (the “Change of Control Payment Date”) (subject to
the right of Holders of record on a record date to receive interest on the
relevant interest payment date that is on or prior to the Change of Control
Settlement Date) (the “Change of Control Payment”);


 


(2)           the purchase
date (which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed) (the “Change of Control
Purchase Date”); and


 


(3)           the procedures
determined by the Company, consistent with this Indenture, that a Holder must
follow in order to have its Notes purchased.


 


On the Change
of Control Payment Date, the Issuers will, to the extent lawful, accept for
payment all Notes or portions of Notes (equal to $1,000 or an integral multiple
of $1,000) properly tendered pursuant to the Change of Control Offer.  Promptly thereafter on the Change of Control
Settlement Date, the Company will:


 


(1)           deposit with
the Paying Agent an amount equal to the Change of Control Payment in respect of
all Notes or portions of Notes properly tendered; and


 


(2)           deliver or
cause to be delivered to the Trustee the Notes properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuers.


 


On the Change of Control Payment Date, if the Company has properly
complied with the requirements of items (1) and (2) immediately above, the
Paying Agent will remit to each Holder 


 


64





















 


of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee will, upon receipt of a Company
Order, authenticate and deliver to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of $1,000 or an integral
multiple of $1,000.  The Issuers will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


 


If the Change of Control Payment Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid
interest and Special Interest, if any, will be paid to the Person in whose name
a Note is registered at the close of business on such record date, and no
Special Interest will be payable to Holders who tender pursuant to the Change
of Control Offer.


 


The Issuers will not be required to make a Change of Control Offer upon
a Change of Control if (1) a third party makes the Change of Control Offer
in the manner, at the time and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the
Issuers and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer, or (2) a notice of redemption has been given
pursuant to Section 5.1, unless and
until there has been a default in payment of the applicable redemption price.


 


The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this
Section 3.9.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Indenture, the
Issuers will comply with the applicable securities laws and regulations and
will not be deemed to have breached their obligations described in this
Indenture by virtue of such compliance.


 


The Trustee shall be under no obligation to ascertain the occurrence of
a Change of Control or to give notice with respect thereto.  The Trustee may conclusively assume, in the
absence of written notice to the contrary from the Company, or a Holder or
Holders of Notes, that no Change of Control has occurred.


 


Section 3.10.          Future Note Guarantees.


 


(a)           If the Company
or any of its Restricted Subsidiaries acquires or creates another wholly-owned
Domestic Subsidiary after the Issue Date, then that newly acquired or created
wholly-owned Domestic Subsidiary will become a Guarantor by executing a
supplemental indenture substantially in the form of Exhibit C hereto and
delivering it and an Opinion of Counsel to the Trustee within 10 Business Days
of the date on which it was acquired or created, as the case may be; provided,
however, that the foregoing shall not apply to Subsidiaries of the Company that
have properly been designated as Unrestricted Subsidiaries in accordance with
this Indenture for so long as they continue to constitute Unrestricted
Subsidiaries; and provided, further, that any wholly-owned Domestic Subsidiary
that constitutes an Immaterial Subsidiary need not become a Guarantor until
such time as it ceases to be an Immaterial Subsidiary.


 


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(b)           Except with
respect to Permitted Debt, the Issuers will not permit any of their Restricted
Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Issuers unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture substantially in the form of Exhibit C hereto providing
for the Guarantee of the payment of the Notes by such Restricted Subsidiary
and/or the pledging of such assets on the same basis, as the case may be, which
Guarantee will be senior to or pari passu with such Restricted Subsidiary’s
Guarantee of or pledge to secure such other Indebtedness.


 


Section 3.11.          Sale and Leaseback Transactions.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction; provided that the Company or any Guarantor may enter into a sale
and leaseback transaction if:


 


(a)           the Company or
that Guarantor, as applicable, could have (i) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction under the Fixed Charge Coverage Ratio test in Section 3.3(a) and (ii) incurred a Lien to secure
such Indebtedness pursuant to Section 3.5;


 


(2)           the gross cash
proceeds of that sale and leaseback transaction are at least equal to the Fair
Market Value, as determined in good faith by the Board of Directors of the
Company and set forth in an Officers’ Certificate delivered to the Trustee, of
the property that is the subject of that sale and leaseback transaction; and


 


(3)           the transfer of
assets in that sale and leaseback transaction is permitted by, and the Company
applies the proceeds of such transaction in compliance with, Section 3.7.


 


Section 3.12.          Business Activities.  The Company will not, and will not permit any
Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Restricted Subsidiaries taken as a whole.


 


Section 3.13.          Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may
designate any Restricted Subsidiary of the Company (other than Tronox Finance so
long as the Company is a limited liability company or a partnership) to be an
Unrestricted Subsidiary if that designation would not cause a Default.  If a Restricted Subsidiary is designated as
an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary designated as Unrestricted will be deemed to be an Investment made
as of the time of the designation and will reduce the amount available for
Restricted Payments under the first paragraph of Section
3.4(a) or represent Permitted Investments, as determined by the
Company.  That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.


 


The Board of Directors of the Company may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if that redesignation would not cause
a Default.  Any designation of a
Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a Board Resolution of the Company giving
effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions 


 


66





















 


and was permitted by Section 3.4.  If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it
will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section
3.3, the Company will be in default thereof.


 


Section 3.14.          Maintenance of Office or Agency.  The Issuers will maintain in The City of New
York, an office or agency where the Notes may be presented or surrendered for
payment, where, if applicable, the Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served.  The principal corporate trust office of the
Trustee, or if the Trustee’s principal corporate trust office is not located in
The City of New York, any other office or agency maintained by the Trustee in
The City of New York (the “Corporate Trust Office”),
shall be such office or agency of the Issuers, unless the Issuers shall designate
and maintain some other office or agency for one or more of such purposes.  The Issuers will give prompt written notice
to the Trustee of any change in the location of any such office or agency.  If at any time the Issuers shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Issuers hereby appoint the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Issuers may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Notes may
be presented or surrendered for any or all such purposes and may from time to
time rescind any such designation; provided, however, that no such designation
or rescission shall in any manner relieve the Issuers of their obligation to
maintain an office or agency in The City of New York for such purposes.  The Issuers will give prompt written notice
to the Trustee of any such designation or rescission and any change in the
location of any such other office or agency.


 


Section 3.15.          Corporate Existence.  Subject to Article
IV and Section 10.2, each Issuer
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and that of each of their Restricted
Subsidiaries and the corporate rights (charter and statutory) licenses and franchises
of the Issuers and each of their Restricted Subsidiaries; provided, however,
that the Issuers shall not be required to preserve any such existence (except
the Company), right, license or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Issuers and each of their Restricted
Subsidiaries, taken as a whole, and that the loss thereof would not have a
material adverse effect on the ability of the Issuers to perform their
obligations under the Notes or this Indenture, provided further that the
Company and the Guarantors may merge in accordance with Sections
4.1 and 10.2.


 


Section 3.16.          Payment of Taxes and Other Claims.  The Issuers will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (i) all
material taxes, assessments and governmental charges levied or imposed upon the
Issuers or any Restricted Subsidiary or upon the income, profits or property of
the Issuers or any Restricted Subsidiary and (ii) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a 


 


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material liability or lien upon the property of the Issuers or any
Restricted Subsidiary, except for any Lien permitted to be incurred pursuant to
subsections (7) and (10) of the definition of “Permitted Liens”;
provided, however, that the Issuers shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which appropriate reserves, if necessary (in
the good faith judgment of management of the Issuers), are being maintained in
accordance with GAAP or where the failure to pay or discharge the same would
not have a material adverse effect on the ability of the Issuers to perform its
obligations under the Notes or this Indenture.


 


Section 3.17.          Compliance Certificate.  The Issuers shall deliver to the Trustee
within 120 days after the end of each fiscal year of the Issuers an Officers’
Certificate stating that in the course of the performance by the signers of
their duties as Officers of the Issuers they would normally have knowledge of
any Default or Event of Default and whether or not the signers know of any
Default or Event of Default that occurred during such period.  If they do, the certificate shall describe
the Default or Event of Default, its status and what action the Issuers are is
taking or proposes to take with respect thereto.  The Issuers also shall comply with TIA §
314(a)(4).


 


Section 3.18.          Further Instruments and Acts.  Upon the reasonable request of the Trustee,
the Issuers will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


 


Section 3.19.          Statement by Officers as to Default.  The Issuers shall deliver to the Trustee, as
soon as possible and in any event within 5 Business Days after any Issuer
becomes aware of the occurrence of any Event of Default or Default an Officers’
Certificate setting forth the details of such Event of Default or Default and
the action which the Issuers are taking or proposes to take in respect thereof.


 


Section 3.20.          Payments for Consent.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be
paid any consideration to or for the benefit of any Holder of Notes for or as
an inducement to any consent, waiver or amendment of any terms or provisions of
this Indenture or the Notes, unless such consideration is offered to be paid
and is paid to all Holders of the Notes which so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.


 


Section 3.21.          Restrictions on Activities of Tronox Finance.  Tronox Finance will not hold any material
assets, become liable for any material obligations, other than the Notes and
guarantee obligations under the Credit Agreement, or engage in any significant
business activities; provided that Tronox Finance may be a co-obligor with
respect to Indebtedness if the Company is the primary obligor of such
Indebtedness and the net proceeds of such Indebtedness are received by the
Company or one or more of the Company’s Restricted Subsidiaries other than
Tronox Finance.  At any time after the
Company is a corporation, Tronox Finance may consolidate or merge with or into
the Company or any Restricted Subsidiary.


 


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Section 3.22.          Elimination of Covenants.  From and after the first day following a
period of 90 consecutive days during which the Notes have an Investment Grade
Rating from both Rating Agencies and no Default has occurred and is then
continuing under this Indenture, Parent, the Issuers and all of their
Restricted Subsidiaries will no longer be subject to the provisions of Section
3.3, 3.4, 3.6, 3.7, 3.8, 3.9, 3.11(a)(i),
3.11(c), 3.13, and 4.1(4) (collectively, the “Eliminated Covenants”).


 


ARTICLE IV


 


Successor Company


 


Section 4.1.            Merger, Consolidation or Sale of Assets.  Neither Issuer will, directly or indirectly:
(a) consolidate or merge with or into another Person (whether or not such
Issuer is the surviving corporation); or (b) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its respective properties or
assets taken as a whole, in one or more related transactions, to another
Person, unless:


 


(1)           either: (a)
such Issuer is the surviving entity; or (b) the Person (the “Successor Company”) formed by or surviving any
such consolidation or merger (if other than such Issuer) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is a
corporation, partnership, trust or limited liability company organized or
existing under the laws of the United States, any state of the United States or
the District of Columbia; provided, that Tronox Finance may not consolidate or
merge with or into any entity other than a corporation satisfying such
requirements for so long as the Company remains a limited liability company or
a partnership;


 


(2)           the Person
formed by or surviving any such consolidation or merger (if other than such
Issuer) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made assumes all the obligations of such Issuer
under the Notes, this Indenture and the Registration Rights Agreement;


 


(3)           immediately
after such transaction, no Default or Event of Default exists;


 


(4)           such Issuer or
the Successor Company (if other than such Issuer), or to which such sale,
assignment, transfer, conveyance or other disposition has been made:


 


(A)             would have
Consolidated Net Worth immediately after the transaction equal to or greater
than the Consolidated Net Worth of such Issuer immediately preceding the
transaction; or


 


(B)             would, on the
date of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness under Section 3.3; or


 


(C)             would, on the
date of such transaction after giving pro forma effect thereto and to any
related financing transactions as if the same had occurred at the beginning of
the most recently ended four fiscal quarters for which internal financial
statements are 


 


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available, have a Fixed
Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of
the Company for such period calculated without giving pro forma effect to such
transaction and any related financing transactions; and


 


(5)           the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or disposition and such
supplemental indenture (if any) comply with the applicable provision of this
Indenture.


 


In addition, such Issuer will not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any
other Person.


 


For purposes of this covenant, the sale, lease, conveyance, assignment,
transfer, or other disposition of all or substantially all of the properties
and assets of one or more Subsidiaries of the Company, which properties and
assets, if held by the Company instead of such Subsidiaries, would constitute
all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially
all of the assets of the Company.


 


The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the particular Issuer under this Indenture,
but, in the case of a lease of all or substantially all its assets, the
particular Issuer will not be released from the obligation to pay the principal
of and interest on the Notes.


 


Notwithstanding the foregoing, (x) any Restricted Subsidiary of the
Company may consolidate with, merge into or transfer all or part of its
properties and assets to the Company or any Guarantor, (y) any Issuer may merge
with an Affiliate solely for the purpose of reincorporating such Issuer in
another jurisdiction and (z) the Company may reorganize as a corporation in
accordance with the procedures established in this Indenture, provided that (i)
the corporation is organized and existing under the laws of the United States,
any state thereof or the District of Columbia, (ii) the corporation assumes all
of the Company’s obligations under the Notes and this Indenture and (iii) the
Company delivers to the Trustee an Opinion of Counsel confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such reorganization.


 


ARTICLE V


 


Redemption of Notes


 


Section 5.1.            Optional Redemption.  Except as described below, the Notes will not
be redeemable by the Company’s option prior to December 1, 2009.


 


(a)           On or after
December 1, 2009 the Issuers may redeem all or any part of the Notes upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed
as percentages of principal amount) set forth below, plus accrued and unpaid
interest and Special Interest, if any, on the Notes redeemed to the applicable
Redemption Date (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date 


 


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that is on or prior to the Redemption Date), if redeemed during the
twelve-month period beginning on December 1 of the years indicated
below:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  104.750

  	
  %

  
	
  2010

  	
   

  	
  102.375

  	
  %

  
	
  2011 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


(b)           At any time
prior to December 1, 2008, the Issuers may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued hereunder (calculated
after giving effect to any issuance of Additional Notes) at a redemption price
of 109.5% of the principal amount, plus accrued and unpaid interest and Special
Interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on an interest
payment date that is on or prior to the Redemption Date), with the net cash
proceeds of one or more Equity Offerings, provided that:


 


(1)           at least 65% of
the aggregate principal amount of Notes (calculated after giving effect to any
issuance of Additional Notes) issued hereunder remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by Parent, any
Issuer and their Subsidiaries); and


 


(2)           the redemption
occurs within 90 days of the date of the closing of such Equity Offering.


 


Section 5.2.            Applicability of Article.  Redemption of Notes at the election of the
Issuers or otherwise, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article V.


 


Section 5.3.            Election to Redeem; Notice to Trustee.  The election of the Issuers to redeem any
Notes pursuant to Section 5.1 shall be
evidenced by a Board Resolution.  In case
of any redemption at the election of the Issuers, the Issuers shall, upon not
later than the earlier of the date that is 45 days prior to the Redemption Date
fixed by the Issuers or the date on which notice is given to the Holders
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Notes to be redeemed pursuant to Section 5.4.


 


Section 5.4.            Selection by Trustee of Notes to Be Redeemed.  If fewer than all of the Notes are to be
redeemed at any time, the Trustee will select Notes for redemption as follows:


 


(1)           if the Notes are listed on
any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed; or


 


(2)           if the Notes are not listed
on any national securities exchange, on a pro rata basis.


 


Section 5.5.            Notice of Redemption.  Notice of redemption shall be given in the
manner provided for in Section 12.2 not
less than 30 nor more than 60 days prior to the Redemption 


 


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Date, to each Holder of Notes to be redeemed, except that redemption
notices may be mailed more than 60 days prior to a Redemption Date if such
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture.  Notices
of any redemption upon any Equity Offering may be given prior to the completion
of the related Equity Offering.  Except
for notices of redemption pursuant to Section 5.1, which redemption
notices may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, notices of redemption may not be
conditional.  The Trustee shall give
notice of redemption in the Issuers’ names and at the Issuers’ expense; provided, however, that the Issuers shall
deliver to the Trustee, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate
requesting that the Trustee give such notice at the Issuers’ expense and
setting forth the information to be stated in such notice as provided in the
following items.


 


All notices of redemption shall state:


 


(1)           the Redemption
Date;


 


(2)           the redemption
price and the amount of accrued interest and Special Interest, if any, to the
Redemption Date payable as provided in Section 5.7;


 


(3)           if less than
all outstanding Notes are to be redeemed, the identification of the particular
Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to
be outstanding after such partial redemption;


 


(4)           in case any
Note is to be redeemed in part only, the notice which relates to such Note
shall state the portion of the principal amount of that Note that is to be
redeemed and that on and after the Redemption Date, upon surrender of such
Note, the Holder will receive, without charge, a new Note or Notes of
authorized denominations for the principal amount thereof remaining unredeemed;


 


(5)           in case any
Note is to be redeemed pursuant to Section 5.1, and such redemption
is subject to conditions precedent, the conditions precedent to such optional
redemption, if any;


 


(6)           that on the
Redemption Date the redemption price (and accrued interest, if any, to the
Redemption Date payable as provided in Section 5.7)
will become due and payable upon each such Note, or the portion thereof, to be redeemed,
and, unless the Issuers default in making the redemption payment, that interest
and Special Interest, if any, on Notes (or the portions thereof) called for
redemption will cease to accrue on and after said date;


 


(7)           the place or
places where such Notes are to be surrendered for payment of the Redemption
Price and accrued interest, if any;


 


(8)           the name and
address of the Paying Agent;


 


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(9)           that Notes
called for redemption (other than a Global Note) must be surrendered to the
Paying Agent to collect the redemption price;


 


(10)         the CUSIP
number, and that no representation is made as to the accuracy or correctness of
the CUSIP number, if any, listed in such notice or printed on the Notes; and


 


(11)         the section of
this Indenture and the paragraph of the Notes pursuant to which the Notes are
to be redeemed.


 


Section 5.6.            Deposit of Redemption Price.  Not later than 11:00 a.m. New York time on
the Redemption Date, the Issuers shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 2.4)
an amount of money sufficient to pay the redemption price of, and accrued
interest and Special Interest, if any, on, all the Notes which are to be
redeemed on that date.


 


Section 5.7.            Notes Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable at the redemption price therein specified (together with
accrued and unpaid interest and Special Interest, if any, to the Redemption
Date), and from and after such date (unless the Issuers shall default in the
payment of the redemption price and accrued interest and Special Interest, if
any) such Notes shall cease to bear interest and Special Interest, if any.  Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the
Issuers at the redemption price, together with accrued and unpaid interest and
Special Interest, if any, to the Redemption Date (subject to the rights of
Holders of record on the relevant record date to receive interest and Special
Interest, if any, due on an interest payment date that is on or prior to the
Redemption Date).


 


If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest and Special Interest, if any, from the Redemption Date at the
rate borne by the Notes.


 


Section 5.8.            Notes Redeemed in Part.  Any Note which is to be redeemed only in part
(pursuant to the provisions of this Article V)
shall be surrendered at the office or agency of the Issuers maintained for such
purpose pursuant to Section 3.14 (with, if
the Issuers or the Trustee so require, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuers and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing), and the Issuers shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Note at the expense of the
Issuers, a new Note or Notes, of any authorized denomination as requested by
such Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered, provided that each such new Note
will be in a principal amount of $1,000 or integral multiple thereof.  No Notes of $1,000 or less may be redeemed in
part.


 


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ARTICLE VI


 


Defaults and Remedies


 


Section 6.1.            Events of Default.  Each of the following is an “Event of Default”:


 


(1)           default in the
payment when due of interest or Special Interest, if any, on the Notes
continues for a period of 30 days;


 


(2)           default in the
payment when due (at maturity, upon redemption or otherwise) of principal of or
premium, if any, on the Notes;


 


(3)           failure by the
Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 3.7, 3.9
or 4.1 hereof;


 


(4)           failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the
Company to comply with any of the other agreements in this Indenture not
specified in clauses (1) through (3) above;


 


(5)           default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (or the payment of which is
Guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the Issue Date, if
that default:


 


(a)           is caused by a
failure to pay principal of, or interest or premium, if any, on, such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”); or


 


(b)           results in the
acceleration of such Indebtedness prior to its Stated Maturity,


 


and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $25.0 million or more;


 


(6)           failure by an Issuer
or any of the Company’s Restricted Subsidiaries to pay final judgments entered
by a court or courts of competent jurisdiction aggregating in excess of $5.0
million (net of any amount with respect to which a reputable and solvent
insurance company has acknowledged liability in writing), which judgments are
not paid, discharged or stayed for a period of 60 days;


 


(7)           except as
permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect, or any Guarantor, or any Person acting on behalf of any
Guarantor, denies or disaffirms its obligations under its Note Guarantee; and


 


74





















 


(8)           (a) the Company
or any Restricted Subsidiary or group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences a voluntary case
or proceeding;


 


(ii)           consents to the entry of a
judgment, decree or order for relief against it in an involuntary case or
proceeding;


 


(iii)          consents to the appointment
of a Custodian of it or for any substantial part of its property;


 


(iv)          makes a general assignment
for the benefit of its creditors; or


 


(v)           consents to or acquiesces in
the institution of a bankruptcy or an insolvency proceeding against it;


 


or takes any comparable
action under any foreign laws relating to insolvency; or


 


(b)           a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)            is for relief against the
Company or any Restricted Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary in an involuntary case;


 


(ii)           appoints a Custodian of the
Company or any Restricted Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary or for any substantial part of its Property; or


 


(iii)          orders the winding up or
liquidation of the Company or any Restricted Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries) would
constitute a Significant Subsidiary;


 


or any similar relief is
granted under any foreign laws and the order, decree or relief remains unstayed
and in effect for 60 days.


 


However, a Default under clause (4) of this Section 6.1
will not constitute an Event of Default until the Trustee or the Holders of 25%
in aggregate principal amount of the outstanding Notes notify the Company, and
the Trustee in the case of a notice given by the Holders, of the Default and
the Company does not cure such Default within the time specified in
clause (5) of this Section 6.1
after receipt of such notice.


 


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Section 6.2.            Acceleration. 
If any Event of Default (other than those of the type described in
clause (8) of Section 6.1) occurs and is
continuing, the Trustee may and, at the direction of the Holders of at least
25% in aggregate principal amount of the then outstanding Notes, shall declare
the principal of all the Notes, together with all accrued and unpaid interest and
Special Interest, if any, and premium, if any, to be due and payable
immediately by notice in writing to the Issuers and, in case of a notice by
Holders, also to the Trustee specifying the respective Event of Default and
that such notice is a notice of acceleration, and the same shall become
immediately due and payable.


 


In the case of an Event of Default specified in clause (8) of Section
6.1, all outstanding Notes shall become due and payable immediately without
further action or notice by the Trustee or the Holders.  Holders may not enforce this Indenture or the
Notes except as provided in this Indenture.


 


At any time after a declaration of acceleration with respect to the
Notes, the Holders of a majority in principal amount of the Notes then
outstanding (by notice to the Trustee) may, on behalf of the Holders of all of
the Notes, rescind and cancel such declaration and its consequences if:


 


(1)           the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction;


 


(2)           all existing
Defaults and Events of Default have been cured or waived except nonpayment of
principal of or interest or premium or Special Interest, if any, on the Notes
that has become due solely by reason of such declaration of acceleration;


 


(3)           to the extent
the payment of such interest is lawful, interest (at the same rate specified in
the Notes) on overdue installments of interest and Special Interest, if any,
and overdue payments of principal which has become due otherwise than by such
declaration of acceleration has been paid;


 


(4)           the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
reasonable expenses, disbursements and advances; and


 


(5)           in the event of
the cure or waiver of an Event of Default of the type described in clause (8)
of Section 6.1, the Trustee has received an
Officers’ Certificate and Opinion of Counsel that such Event of Default has
been cured or waived.


 


Notwithstanding the foregoing, if an Event of
Default listed in clause (5) of Section 6.1 shall have occurred and been
continuing, such Event of Default and any consequential acceleration shall be
automatically rescinded if (i) the Indebtedness that is the subject of such
Event of Default has been repaid or (ii) if the default relating to such Indebtedness
is waived or cured and if such Indebtedness has been accelerated, then the
holders thereof have rescinded their declaration of acceleration in respect of
such Indebtedness.


 


Section 6.3.            Other Remedies. 
If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of (or premium, if 


 


76





















 


any) or interest or Special Interest, if any, on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default.  No remedy is
exclusive of any other remedy.  All
available remedies are cumulative.


 


Section 6.4.            Waiver of Past Defaults.  The Holders of a majority in principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the
Holders of all the Notes, (a) waive, by their consent (including consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), an existing Default or Event of Default and its consequences or
compliance with any provisions except (i) a Default or Event of Default in the
payment of the principal of, or premium, if any, or interest or Special
Interest, if any, on a Note or (ii) a Default or Event of Default in respect of
a provision that under Section 9.2 cannot
be amended without the consent of each Holder affected and (b) rescind any such
acceleration with respect to the Notes and its consequences if rescission would
not conflict with any judgment or decree of a court of competent
jurisdiction.  When a Default or Event of
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.


 


Section 6.5.            Control by Majority.  The Holders of a majority in principal amount
of the outstanding Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee. 
However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Sections 7.1
and 7.2, that the Trustee determines is
unduly prejudicial to the rights of the other Holders or would involve the
Trustee in personal liability.  Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.


 


Section 6.6.            Limitation on Suits.  Subject to Section
6.7, a Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:


 


(1)           such Holder has
previously given to the Trustee notice that an Event of Default is continuing;


 


(2)           Holders of at
least 25% in aggregate principal amount of the then outstanding Notes have
requested that the Trustee pursue the remedy;


 


(3)           such Holders
have offered to the Trustee security or indemnity satisfactory to it against
any loss, liability or expense;


 


(4)           the Trustee has
not complied with such request within 60 days after receipt of the request and
the offer of security or indemnity; and


 


77





















 


(5)           the Holders of
a majority in aggregate principal amount of the then outstanding Notes have not
given the Trustee a direction that is inconsistent with such request within
such 60-day period.


 


A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority
over another Holder.


 


Section 6.7.            Rights of Holders to Receive Payment.  Notwithstanding any other provision of this
Indenture (including Section 6.6), the
right of any Holder to receive payment of principal of, premium (if any) or interest
or Special Interest, if any, when due on the Notes held by such Holder, on or
after the respective due dates expressed in the Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


 


Section 6.8.            Collection Suit by Trustee.  If an Event of Default specified in clauses
(1) or (2) of Section 6.1 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuers for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 7.7.


 


Section 6.9.            Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial proceedings
relative to Parent, the Issuers, their Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section
7.7 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 6.10.          Priorities. 
If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or
property in the following order:


 


FIRST:  to the Trustee for amounts due under Section 7.7;


 


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SECOND:  to Holders for amounts due and unpaid on the
Notes for principal, premium, if any, and interest and Special Interest, if
any, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and
interest and Special Interest, if any, respectively; and


 


THIRD:  to the Issuers or the Guarantors or to such
other party as a court of competent jurisdiction may direct.


 


The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.  At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.


 


Section 6.11.          Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant.  This Section 6.11 does not apply to a suit by the
Trustee, a suit by the Issuers, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10%
in outstanding principal amount of the Notes.


 


Section 6.12.          Additional Payments.  In the case of any Event of Default occurring
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Issuers with the intention of avoiding payment of the premium
that the Issuers would have had to pay if the Issuers then had elected to
redeem the Notes on or after December 1, 2009
pursuant to the optional redemption provisions of this Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.  If an Event of Default occurs prior to
December 1, 2009 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Issuers with the intention of avoiding the
prohibition on redemption of the Notes prior to such date, then the premium
specified in this Indenture with the respect to the first year that the Notes
may be redeemed at the Issuers’ option (other than with the net cash proceeds
of an Equity Offering) shall also become immediately due and payable to the
extent permitted by law upon the acceleration of the Notes.


 


Section 6.13.          Waiver of Stay, Extension and Usury Laws.  Each of the Issuers and the Guarantors
covenant (to the extent permitted by applicable law) that it will not at any
time insist upon, plead or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law wherever
enacted, now or at any time hereafter in force, which would prohibit or forgive
the Issuers or any Guarantor from paying all of any portion of the principal of
(premium, if any, on) or interest and Special Interest, if any, on the Notes as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each of the
Issuers and the Guarantors hereby expressly waive all benefit or advantage of
any such law, and covenants that they will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.


 


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ARTICLE VII


 


Trustee


 


Section 7.1.            Duties of Trustee.  (a) If an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs; provided
that if such an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise the rights or powers under this Indenture at
the request or direction of any of the Holders unless such Holders have offered
to the Trustee indemnity or security against loss, liability or expense
satisfactory to the Trustee in its sole discretion.


 


(b)           Except during the
continuance of an Event of Default of which a Trust Officer of the Trustee has
actual knowledge:


 


(1)           the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(2)           in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates, opinions or orders furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
in the case of any such certificates or opinions which by any provisions hereof
are specifically required to be furnished to the Trustee, the Trustee shall
examine such certificates and opinions to determine whether or not they conform
on their face to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


(c)           The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:


 


(1)           this paragraph
does not limit the effect of paragraph (b) of this Section
7.1;


 


(2)           the Trustee
shall not be liable for any error of judgment made in good faith by a Trust
Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and


 


(3)           the Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 6.5.


 


(d)           Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.1.


 


(e)           The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
in writing with the Issuers.


 


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(f)            Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.


 


(g)           No provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers.


 


(h)           Every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA.


 


(i)            Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from any Issuer shall be sufficient if signed by an Officer of the
Company.


 


(j)            The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee reasonable security or indemnity satisfactory
to it against the costs, expenses (including reasonable attorneys’ fees and
expenses) and liabilities that might be incurred by it in compliance with such
request or direction.


 


(k)           The Trustee shall have no
duty to confirm or verify the contents of any reports or certificates delivered
to the Trustee pursuant to this Indenture believed by the Trustee to be genuine
and to have been signed or presented by the proper party or parties.


 


Section 7.2.            Rights of Trustee.  Subject to Section
7.1:


 


(a)           The Trustee may
conclusively rely on any document (whether in its original or facsimile form)
reasonably believed by it to be genuine and to have been signed or presented by
the proper person.  The Trustee need not
investigate any fact or matter stated in the document.


 


(b)           Before the
Trustee acts or refrains from acting, it may require an Officers’ Certificate
and/or an Opinion of Counsel.  The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on an Officers’ Certificate or Opinion of Counsel.


 


(c)           The Trustee may
act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.


 


(d)           The Trustee
shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers, unless the
Trustee’s conduct constitutes willful misconduct or negligence.


 


(e)           The Trustee may
consult with counsel of its selection, and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect of any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


 


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(f)            The Trustee is
not required to make any inquiry or investigation into facts or matters stated
in any document but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee determines to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company.


 


(g)           The Trustee is
not required to take notice or shall not be deemed to have notice of any
Default or Event of Default hereunder, unless a Trust Officer of the Trustee
has actual knowledge thereof or has received notice in writing of such Default
or Event of Default from any Issuer or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, and in the absence of any such
notice, the Trustee may conclusively assume that no such Default or Event of
Default exists.


 


(h)           The Trustee is
not required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture.


 


(i)            In the event
the Trustee receives inconsistent or conflicting requests and indemnity from
two or more groups of Holders of Notes, each representing less than the
aggregate principal amount of Notes outstanding required to take any action
thereunder, the Trustee, in its sole discretion may determine what action, if
any, shall be taken.


 


(j)            The Trustee’s
immunities and protections from liability and its right to indemnification in
connection with the performance of its duties under this Indenture shall extend
to the Trustee’s officers, directors, agents, attorneys and employees.  Such immunities and protections and right to
indemnification, together with the Trustee’s right to compensation, shall
survive the Trustee’s resignation or removal, the discharge of this Indenture
and final payments of the Notes.


 


(k)           The permissive
right of the Trustee to take actions permitted by this Indenture shall not be
construed as an obligation or duty to do so and the Trustee shall not be
answerable for other than its negligence or willful misconduct in the
performance of such act.


 


Section 7.3             Individual Rights of Trustee.  The Trustee in its commercial banking or any
other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuers, any Guarantor or any Affiliate of the Issuers with the same
rights it would have if it were not Trustee. 
Any Affiliate of the Trustee, and any Paying Agent, Registrar,
co-registrar or co-paying agent, may do the same with like rights.  However, in the event that the Trustee
acquires any conflicting interest (as defined in the TIA) it must eliminate
such conflict within 90 days, apply to the Commission for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign. The Trustee is also subject to Sections 7.10
and 7.11.


 


Section 7.4             Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Issuers’ use of the proceeds from
the Notes, and it shall not be responsible for any statement of the Issuers in
this Indenture or in any document issued in connection with the sale of the
Notes or in the Notes other than the Trustee’s certificate of authentication.


 


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Section 7.5             Notice of Defaults.  If a Default or Event of Default occurs and
is continuing and if a Trust Officer has actual knowledge thereof, the Trustee
shall mail to each Holder notice of the Default or Event of Default within 90
days after it.  Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest or
Special Interest, if any, on any Note, the Trustee may withhold the notice if
and so long as a committee of its trust officers in good faith determines that
withholding the notice is in the interests of Holders.


 


Section 7.6             Reports by Trustee to Holders.  As promptly as practicable after each May 15
beginning with the May 15 following the date of this Indenture, and for so long
as the Notes remain outstanding, the Trustee shall mail to each Holder a brief
report dated as of such reporting date that complies with TIA § 313(a).  The Trustee also shall comply with TIA §
313(b).  The Trustee shall also transmit
by mail all reports required by TIA § 313(c).


 


A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange (if any) on which the Notes
are listed.  The Issuers agree to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and
of any delisting thereof.


 


Section 7.7             Compensation and Indemnity.  The Issuers shall pay to the Trustee from
time to time reasonable compensation for its acceptance of this Indenture and
services hereunder as the Issuers and the Trustee shall from time to time agree
in writing.  The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Issuers shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices
to Holders, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.  The
Issuers shall indemnify the Trustee against any and all loss, liability,
damages, claims or expense (including, but not limited to, reasonable attorneys’
fees and expenses) incurred by it without negligence or willful misconduct on
its part in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including, but not limited to, this Section 7.7) and of defending itself against any
claims (whether asserted by any Holder, the Issuers or otherwise).  The Trustee shall notify the Issuers promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of their obligations hereunder. 
The Issuers shall defend the claim and the Trustee shall provide
reasonable cooperation at the Issuers’ expense in the defense.  The Trustee may have separate counsel and the
Issuers shall pay the fees and expenses of such counsel provided that the
Issuers shall not be required to pay such fees and expenses if they assume the
Trustee’s defense, and, in the reasonable judgment of outside counsel to the
Trustee, there is no conflict of interest between the Issuers and the Trustee
in connection with such defense.  The
Issuers shall not be under any obligation to pay for any written settlement
without their consent, which consent shall not be unreasonably delayed,
conditioned or withheld.  The Issuers
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Trustee through the Trustee’s own willful misconduct or
negligence.


 


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Anything in this Indenture to the contrary notwithstanding, in no event
shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) even
if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


To secure the Issuers’ payment obligations in this Section 7.7, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee other
than money or property held in trust to pay principal of, interest and Special
Interest, if any, on particular Notes.


 


The Issuers’ payment obligations pursuant to this Section 7.7 shall survive the discharge of this
Indenture.  When the Trustee incurs
expenses after the occurrence of a Default specified in clause (8) of Section 6.1 with respect to any Issuer, the
expenses are intended to constitute expenses of administration under any
Bankruptcy Law.


 


Section 7.8             Replacement of Trustee.  The Trustee may resign at any time by so
notifying the Issuers.  The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee.  The Issuers shall remove the Trustee if:


 


(1)           the Trustee
fails to comply with Section 7.10;


 


(2)           the Trustee is
adjudged bankrupt or insolvent;


 


(3)           a receiver or
other public officer takes charge of the Trustee or its property; or


 


(4)           the Trustee
otherwise becomes incapable of acting.


 


If the Trustee resigns or is removed by the Issuers or by the Holders
of a majority in principal amount of the then outstanding Notes and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of the Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Issuers shall promptly
appoint a successor Trustee.


 


A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers.  Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.7.


 


If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
at least 10% in principal amount of the then outstanding Notes may petition, at
the Issuers’ expense, any court of competent jurisdiction for the appointment
of a successor Trustee.


 


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If the
Trustee fails to comply with Section 7.10,
unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b),
any Holder who has been a bona fide Holder of a Note for at least six months
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8,
the Issuers’ obligations under Section 7.7
shall continue for the benefit of the retiring Trustee.


 


Section 7.9.            Successor Trustee by Merger.  If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.


 


In case
at the time such successor or successors by merger, conversion or consolidation
to the Trustee shall succeed to the trusts created by this Indenture, any of
the Notes shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Notes so authenticated; and in case at that time any
of the Notes shall not have been authenticated, any successor to the Trustee
may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture.


 


Section 7.10.          Eligibility; Disqualification.  The Trustee shall at all times
satisfy the requirements of TIA § 310(a). 
The Trustee shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.  The Trustee shall comply with
TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Issuers are outstanding if
the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.


 


Section 7.11.          Preferential Collection of Claims Against Issuers.  The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated.


 


ARTICLE VIII


 


Legal Defeasance and Covenant Defeasance


 


Section 8.1.            Option to Effect Legal Defeasance or Covenant
Defeasance.  The Issuers may, at any time at the option of
their respective Boards of Directors, evidenced by a Board Besolution set forth
in an Officers’ Certificate, elect to have either Section 8.2
or 8.3 be applied to all outstanding Notes and
Note Guarantees upon compliance with the conditions set forth in this Article VIII.


 


Section 8.2.            Legal Defeasance and Discharge.  Upon the Issuers’ exercise under Section 8.1
of the option applicable to this Section 8.2,
the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been
discharged from their Obligations with respect to all outstanding Notes on the
date the conditions set forth below


 


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are
satisfied (hereinafter, “Legal Defeasance”)
and each Guarantor shall be released from all of its Obligations under its Note
Guarantee.  For this purpose, Legal
Defeasance means that the Issuers shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 and the other Sections of this
Indenture referred to in clauses (a) through (d) below, and to have
satisfied all its other obligations under the Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Issuers, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding
Notes to receive, solely from the trust fund described in Sections 8.4 and 8.5
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, interest and Special Interest, if any, on such
Notes when such payments are due; (b) the Issuers’ Obligations with
respect to such Notes under Article II
and Sections 3.1 and 3.14;
(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Issuers’ and the Guarantors’ Obligations in connection
therewith; and (d) this Article VIII.  If the Issuers exercise under Section 8.1 the option applicable to this Section 8.2, subject to the satisfaction of
the conditions set forth in Section 8.4,
payment of the Notes may not be accelerated because of an Event of
Default.  Subject to compliance with this
Article VIII, the Issuers may exercise
their option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3.


 


Section 8.3.            Covenant Defeasance.  Upon the Issuers’ exercise under Section 8.1 of the option applicable to this
Section 8.3, the Issuers shall,
subject to the satisfaction of the conditions set forth in Section 8.4, be released from their
obligations under the covenants contained in Sections
3.2 through 3.13, 3.15 (other
than with respect to the Company’s corporate existence), 3.16,
3.17 and 3.21, and the operation of
clause (4) of Section 4.1 hereof,
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.4 are satisfied
(hereinafter, “Covenant Defeasance”) and
each Guarantor shall be released from all of its obligations under its Note
Guarantee with respect to such covenants in connection with such outstanding
Notes and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuers and
the Guarantors may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.1,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.  If the
Issuers exercise under Section 8.1
hereof the option applicable to this Section 8.3,
subject to the satisfaction of the conditions set forth in Section 8.4, payment of the Notes may not be
accelerated because of an Event of Default specified in clauses (3), (4) (with
respect to Sections 3.2 through 3.13, 3.15 (other than with respect to the Company’s
corporate existence), 3.16, and 3.17 and clause (4) of Section 4.1), (5), (6) and (8) of
such Section 6.1 (but in the case of
clause (8) of Section 6.1, with
respect to Significant Subsidiaries only).


 


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Section 8.4.            Conditions to Legal or Covenant Defeasance.  The following shall be the
conditions to the application of either Section 8.2
or 8.3 hereof to the outstanding Notes.


 


In
order to exercise Legal Defeasance or Covenant Defeasance:


 


(1)           the Company must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars, and
non-callable Government Securities, in amounts as will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants (which
opinion shall be addressed to and delivered to the Trustee), to pay the
principal of, and interest, Special Interest, if any, and premium, if any, on
the outstanding Notes on the date of fixed maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the
Notes are being defeased to the date of fixed maturity or to a particular
Redemption Date;


 


(2)           in the case of Legal Defeasance, the Company shall deliver to the Trustee
an Opinion of Counsel confirming that:


 


(a)           the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


 


(b)           since
the date of this Indenture, there has been a change in the applicable federal
income tax law,


 


in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the beneficial owners of
the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax in the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


(3)           in the case of Covenant Defeasance, the Company shall deliver to the
Trustee an Opinion of Counsel confirming that the beneficial owners of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax in the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)           no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) and the deposit will
not result in a breach or violation of, or constitute a default under, any
other instrument to which the Issuers or any Guarantor is a party or by which
the Issuers or any Guarantor is bound;


 


(5)           such Legal Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Issuers or any of its
Subsidiaries is a party or by which any of them is bound;


 


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(6)           the Company shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of the Company with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and


 


(7)           the Company shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating
to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.5.            Deposited Cash and Government Securities to be
Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.6,
all cash and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee), collectively
for purposes of this Section 8.5, the
“Trustee”) pursuant to Section 8.4
in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of all
sums due and to become due thereon in respect of principal, premium, if any,
interest and Special Interest, if any, but such cash and securities need not be
segregated from other funds except to the extent required by law.


 


The Issuers
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.4 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.


 


Anything
in this Article VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any cash or non-callable Government
Securities held by it as provided in Section 8.4
hereof which, in the opinion of a nationally recognized independent registered
public accounting firm expressed in a written certification thereof delivered
to the Trustee (which may be the certification delivered under clause (1) of
Section 8.4 hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.6.            Repayment to Company.  Any cash or non-callable
Government Securities deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, on, or interest or Special Interest, if any, on, any Note and remaining
unclaimed for one year after such principal, premium, if any, or interest or
Special Interest, if any, has become due and payable shall be paid to the
Company on its request (unless an abandoned property law designates another
Person) or (if then held by the Company) shall be discharged from such trust;
and the Holder shall thereafter, as an unsecured creditor, look only to the
Issuers for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such cash and securities, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal
(national edition), notice that such cash and securities remains unclaimed and
that, after a date specified therein, which shall not be less


 


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than 30
days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining shall be repaid to the Company.


 


Section 8.7.            Reinstatement.  If the Trustee or Paying Agent is
unable to apply any cash or non-callable Government Securities in accordance
with Section 8.2,  8.3 or 8.5, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuers’ obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.4
until such time as the Trustee or Paying Agent is permitted to apply all such
cash and securities in accordance with Section 8.2, 8.3
or 8.5, as the case may be; provided, however,
that, if the Issuers make any payment of principal of, premium, if any, on, or
interest or Special Interest, if any, on, any Note following the reinstatement
of its obligations, the Issuers shall be subrogated to the rights of the
Holders to receive such payment from the cash and securities held by the
Trustee or Paying Agent.


 


ARTICLE IX


 


Amendments


 


Section 9.1.            Without Consent of Holders.  The Issuers, the Guarantors and
the Trustee may amend or supplement this Indenture or the Notes or the Note
Guarantees without notice to or consent of any Holder:


 


(1)           to cure any ambiguity, defect or inconsistency;


 


(2)           to provide for uncertificated Notes in addition to or in place of
certificated Notes;


 


(3)           to provide for the assumption of an Issuer’s or a Guarantor’s obligations
to Holders of Notes and Note Guarantees in the case of a merger or
consolidation or sale of all or substantially all of such Issuer’s or such
Guarantor’s assets, as applicable;


 


(4)           to make any change that would provide any additional rights or benefits to
the Holders of Notes or that does not adversely affect the legal rights under
this Indenture of any Holder;


 


(5)           to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act;


 


(6)           to conform the text of this Indenture, the Notes or the Note Guarantees to
any provision of the section of the Offering Memorandum entitled
“Description of Notes” to the extent such provision was intended to be a
verbatim recitation of a provision of this Indenture, the Notes or the Note
Guarantees;


 


(7)           to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture;


 


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(8)           to allow any Guarantor to execute a supplemental indenture and/or a Note
Guarantee with respect to the Notes;


 


(9)           to add or release Note Guarantees pursuant to the terms of this Indenture;


 


(10)         to secure the Notes; or


 


(11)         to evidence and provide for the acceptance under this Indenture of a
successor trustee.


 


After
an amendment under this Indenture becomes effective, the Issuers are required
to mail to the Holders a notice briefly describing such amendment.  However, the failure to give such notice to
all the Holders, or any defect therein, will not impair or affect the validity
of the amendment or supplemental indenture under this Section 9.1.


 


Section 9.2.            With Consent of Holders.  The Issuers, the Guarantors and
the Trustee may amend or supplement this Indenture or the Notes or the Note
Guarantees without notice to any Holder but with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Notes).


 


However,
without the consent of each Holder affected, an amendment, supplement or waiver
may not (with respect to any Notes held by a non-consenting Holder):


 


(1)           reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;


 


(2)           reduce the principal of or change the fixed maturity of any Note or alter
the provisions with respect to the redemption or repurchase of the Notes (other
than provisions relating to Sections 3.7 and 3.9);


 


(3)           reduce the rate of or change the time for payment of interest on any Note;


 


(4)           waive a Default or Event of Default in the payment of principal of, or
interest or premium or Special Interest, if any, on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority
in principal amount of the Notes and a waiver of the payment default that
resulted from such acceleration);


 


(5)           make any Note payable in currency other than that stated in the Notes;


 


(6)           make any change in the provisions of this Indenture relating to waivers of
past Defaults or the rights of Holders of Notes to receive payments of
principal of, or interest or premium, if any, on the Notes;


 


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(7)           waive a redemption payment with respect to any Note (other than a payment
required by Section 3.7 or 3.9);


 


(8)           release any Guarantor from any of its obligations under its Note Guarantee
or this Indenture, except in accordance with the terms of this Indenture; or


 


(9)           make any change in the preceding amendment, supplement and waiver
provisions.


 


It
shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.  A consent to any
amendment or waiver under this Indenture by any Holder of the Notes given in
connection with a tender of such Holder’s Notes will not be rendered invalid by
such tender.


 


After
an amendment under this Section becomes effective, the Issuers shall mail
to Holders a notice briefly describing such amendment.  The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an
amendment supplemental indenture or waiver under this Section 9.2.


 


Section 9.3.            Compliance with Trust Indenture Act.  Every amendment or supplement to
this Indenture or the Notes shall comply with the TIA as then in effect.


 


Section 9.4.            Revocation and Effect of Consents and Waivers.  A consent to an amendment or a
waiver by a Holder of a Note shall bind the Holder and every subsequent Holder
of that Note or portion of the Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent or waiver is not made
on the Note.  However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder’s Note or
portion of the Note if the Trustee receives the notice of revocation before the
date the amendment or waiver becomes effective. 
After an amendment or waiver becomes effective, it shall bind every
Holder.


 


For
purposes of this Indenture, the written consent of the Holder of a Global Note
shall be deemed to include any consent delivered by an Agent Member by
electronic means in accordance with the Automated Tender Offer Procedures
system or other customary procedures of, and pursuant to authorization by, DTC.


 


The
Issuers may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to give their consent or take any other
action described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who
were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. 
No such consent shall become valid or effective more than 120 days after
such record date.


 


Section 9.5.            Notation on or Exchange of Notes.  If an amendment changes the terms
of a Note, the Trustee may require the Holder of the Note to deliver it to the
Trustee.  The Trustee may place an
appropriate notation on the Note regarding the changed terms and return it to
the


 


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Holder.  Alternatively, if the Issuers or the Trustee
so determine, the Issuers in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or
to issue a new Note shall not affect the validity of such amendment.


 


Section 9.6.            Trustee To Sign Amendments.  The Trustee shall sign any
amendment authorized pursuant to this Article IX
if the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If the
amendment does so affect the Trustee, the Trustee may but need not sign it.  In signing such amendment the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it and to receive,
and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon an
Officers’ Certificate and an Opinion of Counsel both stating that such
amendment is authorized or permitted by this Indenture.


 


ARTICLE X


 


Note Guarantee


 


Section 10.1.          Note Guarantee.  Subject to the limitations set
forth in this Article X and Section 12.10, each Guarantor hereby fully
and unconditionally guarantees, as primary obligor and not merely as surety,
jointly and severally with each other Guarantor, to each Holder of a Note
authenticated and delivered by the Trustee and the Trustee the full and
punctual payment when due, whether at maturity, by acceleration, by redemption
or otherwise, of the principal of, premium, if any, interest and Special
Interest, if any, on the Notes and all other monetary Obligations of the
Issuers under this Indenture.  Each
Guarantor further agrees (to the extent permitted by law) that the Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound under this Article X
notwithstanding any extension or renewal of any Obligation.


 


Each
Guarantor waives presentation to, demand of payment from and protest to the
Issuers of any of the Obligations and also waives notice of protest for
nonpayment.  Each Guarantor waives notice
of any default under the Notes or the Obligations.  The obligations of each Guarantor hereunder
shall not be affected by (a) the failure of any Holder to assert any claim
or demand or to enforce any right or remedy against any Issuer or any other
Person under this Indenture, the Notes or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture, the Notes
or any other agreement; (d) the release of any Note held by any Holder or
the Trustee for the Obligations owed to any of them; (e) the failure of
any Holder to exercise any right or remedy against any other Guarantor; or (f) any
change in the ownership of any Issuer.


 


Each
Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee
of payment when due (and not a Guarantee of collection) and waives any right to
require that any resort be had by any Holder to any Note held for payment of
the Obligations.


 


Except
as expressly set forth in Article VIII
and Section 10.2, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than payment of the Obligations
in full), including any claim of waiver,


 


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release, surrender, alteration or compromise, and shall
not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of the Trustee or any Holder to
assert any claim or demand or to enforce any remedy under this Indenture, the
Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of the
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.


 


Each
Guarantor further agrees that its Note Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest or Special Interest, if any, on any
of the Obligations is rescinded or must otherwise be restored by any Holder
upon the bankruptcy or reorganization of the Company or otherwise.


 


In
furtherance of the foregoing and not in limitation of any other right which any
Holder has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Issuers to pay any of the Obligations when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise,
each Guarantor hereby promises to and will, upon receipt of written demand by
the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an
amount equal to the sum of (i) the unpaid amount of such Obligations then
due and owing and (ii) accrued and unpaid interest on such Obligations
then due and owing (but only to the extent not prohibited by law) and except as
provided in Section 10.2.


 


Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders, on the other hand, (x) the maturity of the Obligations Guaranteed
hereby may be accelerated as provided in this Indenture for the purposes of its
Note Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations Guaranteed hereby
and (y) in the event of any such declaration of acceleration of such
Obligations, such Obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor for the purposes of this Note
Guarantee.


 


Each
Guarantor also agrees to pay any and all reasonable costs and expenses
(including, but not limited to, reasonable attorneys’ fees) incurred by the
Trustee or the Holders in enforcing any rights under this Section 10.1.


 


Section 10.2.          Limitation on Liability; Termination, Release and Discharge.


 


(a)           The
obligations of each Guarantor hereunder will be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under its Note Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law.


 


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(b)           Subject
to Article IV and Section 3.7, a Subsidiary Guarantor may not
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge into (whether or not such Guarantor is the surviving
Person), another Person, other than the Company or another Guarantor, unless:


 


(1)           immediately after giving effect to such transaction, no Default or Event
of Default exists; and


 


(2)           either:


 


(A)          the
Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger assumes all the
obligations of that Guarantor under this Indenture, its Note Guarantee and the
Registration Rights Agreement on terms set forth therein pursuant to a
supplemental indenture substantially in the form set forth as Exhibit C
to this Indenture; or


 


(B)           the Net
Proceeds of such sale or other disposition are applied in accordance with Section 3.7.


 


(c)           A
Guarantor may consolidate with or merge into or sell or otherwise dispose of
all or substantially all of its assets to the Company or another Guarantor
without limitation, except to the extent that any such transaction is subject
to the provisions of Article IV and Section 3.7.


 


(d)           The
Note Guarantee of a Guarantor will be released and the Guarantor will be
relieved of its obligations under this Indenture and its Note Guarantee without
any further action required on the part of the Company or such Guarantor:


 


(1)           in connection with any sale or other disposition of all or substantially
all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) the Company or a Restricted Subsidiary thereof, if the sale
or other disposition does not violate Section 3.7;
or


 


(2)           in connection with any sale or other disposition of all of the Capital
Stock of that Guarantor (including by way of merger or consolidation) to a
Person that is not (either before or after giving effect to such transaction)
the Company or a Restricted Subsidiary thereof, if the sale or other
disposition does not violate Section 3.7;
or


 


(3)           if the Company designates any Restricted Subsidiary that is a Guarantor to
be an Unrestricted Subsidiary in accordance with the applicable provisions of
this Indenture;


 


(4)           upon Legal Defeasance or Covenant Defeasance as provided in Article VIII or upon satisfaction and
discharge of this Indenture as provided in Article XI;
or


 


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(5)           at such time as such Guarantor ceases to have outstanding guarantees of
any Indebtedness under the Credit Facility.


 


Section 10.3.          Limitation of Guarantors’ Liability.  Each Guarantor, and by its acceptance hereof
each Holder, hereby confirms that it is the intention of all such parties that
the Guarantee by such Guarantor pursuant to its Note Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law.  To
effectuate the foregoing intention, the Holders, Trustee and each Guarantor
hereby irrevocably agree that the obligations of such Guarantor under its Note
Guarantee will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Note
Guarantee or pursuant to Section 10.4,
result in the obligations of such Guarantor under its Note Guarantee not
constituting such a fraudulent conveyance or fraudulent transfer.  This Section 10.3
is for the benefit of the creditors of each Guarantor.


 


Section 10.4.          Contribution.  The Guarantors shall have the right to
contribution from any non-paying Guarantors so long as the exercise of such
right does not impair the rights of the Holders.


 


ARTICLE XI


 


Satisfaction and Discharge


 


Section 11.1.          Satisfaction and Discharge.  This Indenture will be discharged and will
cease to be of further effect as to all Notes issued hereunder (except as to
surviving rights of registration of transfer or exchange of the Notes and as
otherwise specified hereunder), when:


 


(1)           either:


 


(a)           all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
been deposited in trust and thereafter repaid to the Issuers, have been
delivered to the Trustee for cancellation; or


 


(b)           all Notes that have not been delivered to the Trustee for cancellation
have become due and payable or will become due and payable within one year by
reason of the mailing of a notice of redemption or otherwise and any Issuer or
any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination of cash in
U.S. dollars and non-callable Government Securities, in amounts as will be
sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest and Special
Interest, if any, to the date of fixed maturity or redemption;


 


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(2)           no
Default or Event of Default has occurred and is continuing on the date of the
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) and the deposit will not result in a
breach or violation of, or constitute a default under, any other instrument
(other than this Indenture) to which an Issuer or any Guarantor is a party or
by which an Issuer or any Guarantor is bound;


 


(3)           an
Issuer or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture;


 


(4)           the
Issuers have delivered irrevocable instructions to the Trustee hereunder to
apply the deposited money toward the payment of the Notes at fixed maturity or
the Redemption Date, as the case may be; and


 


(5)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, which, taken together, state that all conditions precedent under the
Indenture relating to the satisfaction and discharge of this Indenture have
been complied with.


 


ARTICLE XII


 


Miscellaneous


 


Section 12.1.          Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included
in this Indenture by the TIA, the provision required by the TIA shall
control.  Each Guarantor in addition to
performing its obligations under its Note Guarantee shall perform such other
obligations as may be imposed upon it with respect to this Indenture under the
TIA.


 


Section 12.2.          Notices.  Any notice or communication shall be in
writing and delivered in person, by telecopier or overnight air courier
guaranteeing next day delivery or mailed by first-class mail addressed as
follows:


 


if to the Issuers:


 


Tronox Worldwide LLC

Tronox Finance Corp.

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Facsimile No.:


 


if to the Trustee:


 


Citibank, N.A.


388 Greenwich
Street, 14th 


New York, NY
10013


Facsimile No.:
(212) 816-5527


Attention:  Agency & Trust Dept.


 


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The
Issuers or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.


 


Any
notice or communication mailed to a registered Holder shall be mailed to the
Holder at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.  Any notice or communication
shall also be mailed to any Person described in TIA § 3.13(c), to the
extent required by the TIA.


 


Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.


 


Section 12.3.          Communication by Holders with other Holders.  Holders may communicate pursuant
to TIA § 312(b) with other Holders with respect to their rights under
this Indenture or the Notes.  The
Issuers, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


 


Section 12.4.          Certificate and Opinion as to Conditions Precedent.  Upon any request or application
by the Issuers to the Trustee to take or refrain from taking any action under
this Indenture, the Company shall furnish to the Trustee:


 


(1)           an Officers’ Certificate in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and


 


(2)           an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.


 


In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an Officer of an Issuer or any Guarantor may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such Officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or
Opinion of Counsel may be based, and may state that it is so based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of an Issuer or such Guarantor
stating that the information with respect to such factual matters is in
possession of such Issuer or such Guarantor, unless such counsel knows that the
certificate or opinion or representations with respect to such matters are
erroneous.


 


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Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


Section 12.5.          Statements Required in Certificate or Opinion.  Each certificate or opinion with
respect to compliance with a covenant or condition provided for in this
Indenture (except the Certificate specified in Section 3.17) shall
include:


 


(1)           a statement that the individual making such certificate or opinion has
read such covenant or condition;


 


(2)           a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)           a statement that, in the opinion of such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(4)           a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.


 


Section 12.6.          When Notes Disregarded.  In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by Parent, any Issuer or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with Parent or any Issuer shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which the Trustee has actual knowledge are so owned shall be so
disregarded.  Also, subject to the
foregoing, only Notes outstanding at the time shall be considered in any such
determination.


 


Section 12.7.          Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for
action by, or a meeting of, Holders.  The
Registrar and the Paying Agent may make reasonable rules for their
functions.


 


Section 12.8.          Legal Holidays.  A “Legal Holiday” is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York, New York. 
If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.  If a regular
record date is a Legal Holiday, the record date shall not be affected.


 


Section 12.9.          GOVERNING LAW.  THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


Section 12.10.        No Recourse Against Others.  No director, manager, officer, employee,
incorporator, member or stockholder or other owner of Capital Stock of any
Issuer or any Guarantor, as such, shall have any liability for any obligations
of any Issuer or any Guarantor


 


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under
the Notes, this Indenture or the Note Guarantees, or for any claim based on, in
respect of, or by reason of such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability.


 


Section 12.11.        Successors.  All agreements of each Issuer in this
Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


Section 12.12.        Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


Section 12.13.        Qualification of Indenture.  The Issuers shall qualify this Indenture
under the TIA in accordance with the terms and conditions of the Registration
Rights Agreement and shall pay all reasonable costs and expenses (including,
but not limited to, attorneys’ fees and expenses for the Issuers, the Trustee
and the Holders) incurred in connection therewith, including, but not limited
to, costs and expenses of qualification of this Indenture and the Notes and
printing this Indenture and the Notes. 
The Trustee shall be entitled to receive from the Issuers any such
Officers’ Certificates or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the TIA.


 


Section 12.14.        Severability.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 12.15.        No Adverse Interpretation of Other Agreements.  This Indenture may not be used to
interpret any other indenture, loan or debt agreement of any Issuer, any
Guarantor or any other Person.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture
or the Note Guarantees.


 


Section 12.16.        Table of Contents; Headings.  The table of contents, cross-reference sheet
and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


 


Section 12.17.        Rights of Paying Agent and Registrar.  For so long as the Trustee also serves as
Paying Agent and/or Registrar, all rights, protections and indemnities set
forth in this Indenture for the Trustee shall be equally applicable for the
Paying Agent and/or Registrar.


 


[Signature Page Follows]


 


99





















 


IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as
of the date first written above.


 


	
   

  	
  TRONOX
  WORLDWIDE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marty J. Rowland

  	
   

  
	
   

  	
   

  	
  Name:
  Marty J. Rowland

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRONOX
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas W. Adams

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas W. Adams

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  CIMARRON
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KERR-MCGEE
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marty
  J. Rowland

  	
   

  
	
   

  	
   

  	
  Name:
  Marty J. Rowland

  
	
   

  	
   

  	
  Title:
  President

  



 


[Signature Page to Indenture]


 





















 


	
   

  	
  KERR-MCGEE
  MINERALS RESOURCES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marty
  J. Rowland

  	
   

  
	
   

  	
   

  	
  Name:
  Marty J. Rowland

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KERR-MCGEE
  PIGMENTS (SAVANNAH) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas W. Adams

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas W. Adams

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KERR-MCGEE
  REFINING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOUTHWESTERN
  REFINING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  



 


[Signature Page to Indenture]


 





















 


	
   

  	
  TRANSWORLD
  DRILLING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRIANGLE
  REFINERIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIPLE
  S, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Mikkelson

  	
   

  
	
   

  	
   

  	
  Name:
  Mary Mikkelson

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRONOX
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marty
  J. Rowland

  	
   

  
	
   

  	
   

  	
  Name:
  Marty J. Rowland

  
	
   

  	
   

  	
  Title:
  President

  



 


[Signature Page to Indenture]


 





















 


	
   

  	
  TRONOX
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marty
  J. Rowland

  	
   

  
	
   

  	
   

  	
  Name:
  Marty J. Rowland

  
	
   

  	
   

  	
  Title:
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Byrnes

  	
   

  
	
   

  	
   

  	
  Name:
  John J. Byrnes

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Signature Page to Indenture]


 





















 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES.


 


A-1





















 


	
  No. [     ]

  	
   

  	
  Principal Amount
  $[               ]

  
	
   

  	
   

  	
  CUSIP NO. [               ]

  



 


TRONOX WORLDWIDE LLC

TRONOX FINANCE CORP.


 


91⁄2 % Senior Note due 2012


 


Tronox
Worldwide LLC, a Delaware limited liability company (the “Company”), and
Tronox Finance Corp., a Delaware corporation (“Tronox Finance” and,
together with the Company, the “Issuers”), promise to pay to
                        ,
or registered assigns, the principal sum of
[                    ]
Dollars or such greater or lesser amount as shall be reflected on the books and
records of the custodian with respect to the Global Note (as appointed by DTC)
(the “Notes Custodian”)(1), on December 1, 2012.


 


Interest
Payment Dates:  June 1 and December 1,
commencing on June 1, 2006


 


Record
Dates:  May 15 and November 15


 


Additional
provisions of this Note are set forth on the other side of this Note.


 










(1) Global Note only


 


A-2





















 


In witness
whereof, the Issuers have caused this instrument to be duly executed.


 


 


	
   

  	
  TRONOX
  WORLDWIDE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRONOX
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  TRUSTEE’S
  CERTIFICATE

  
	
  OF
  AUTHENTICATION

  
	
   

  
	
  Citibank,
  N.A., not in its individual

  
	
  capacity
  but solely as Trustee,

  
	
  certifies
  that this is

  
	
  one
  of the Notes referred

  
	
  to in
  the Indenture.

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
  Date:

  	
   

  	
   

  



 


A-3





















 


[FORM OF
REVERSE SIDE OF NOTE]


 


91⁄2 %
Senior Note due 2012


 


1.             Interest


 


Tronox
Worldwide LLC, a Delaware limited liability company (the “Company”), and
Tronox Finance Corp., a Delaware corporation (“Tronox Finance” and,
together with the Company, the “Issuers”), promise to pay interest on
the principal amount of this Note at the rate per annum shown above.


 


The
Issuers will pay interest semiannually in arrears in cash on June 1 and December 1
of each year or if any such day is not a business day, on the next succeeding
business day (each an “Interest Payment Date”) commencing on June 1,
2006 and will pay Special Interest, if any, as provided in the Registration
Rights Agreement relating to these Notes. 
Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from and
including November 28, 2005.  The
Issuers shall pay interest on overdue principal and interest and Special
Interest, if any, from time to time at a rate that is 1% per annum higher than
the interest rate then in effect under the Indenture and this Note.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


2.             Method of Payment


 


By no
later than 11:00 a.m. (New York City time) on the date on which any
principal of, interest and premium and Special Interest, if any, on, any Note
is due and payable, the Issuers shall deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, interest and premium and Special
Interest, if any.  The Issuers will pay
principal, interest (except Defaulted Interest) and premium and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on May 15 or November 15 preceding the Interest
Payment Date, even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the Interest Payment Date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Issuers will pay principal, interest and premium and Special Interest, if any,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. 
Payments of all principal, interest and premium and Special Interest, if
any, on the Notes will be made to each registered Holder by wire transfer in
immediately available funds if that Holder has given to the Issuers, through
the Paying Agent or otherwise, wire instructions at least five business days
prior to the applicable payment date or by check mailed to the address of the
Holder as it appears on the books of the registrar if the Holder has not
provided wire instructions; provided that the final distribution in respect of
any Note will be made only upon presentation and surrender of such Note at the
applicable Corporate Trust Office of the Trustee.


 


3.             Paying Agent and Registrar


 


Initially,
Citibank, N.A. (the “Trustee”), will act as Trustee, Paying Agent and
Registrar.  The Issuers may appoint and
change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder of the Notes.  The Issuers or any
of their Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 


A-4





















 


4.             Indenture


 


The
Issuers issued the Notes under an Indenture dated as of November 21, 2005
(as it may be amended or supplemented from time to time in accordance with the
terms thereof, the “Indenture”), among the Issuers, the Guarantors party
thereto and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
as in effect on the Issue Date (the “Act”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all terms in the
Indenture, and Holders are referred to the Indenture and the Act for a
statement of those terms.  To the extent
any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.


 


The
Notes are general unsecured senior obligations of the Issuers.  The aggregate principal amount of Notes that
may be authenticated and delivered under the Indenture is limited to an
aggregate principal amount at maturity of $350,000,000, subject to the Issuers’
ability to issue Additional Notes.  The
Indenture imposes certain limitations, among other things, on the ability of
the Issuers and their Restricted Subsidiaries to make Investments; incur
additional Indebtedness or issue Preferred Stock; create certain Liens; sell
assets; enter into agreements that restrict dividends or other payments from
the Restricted Subsidiaries; consolidate, merge or transfer all or
substantially all of the assets of the Issuers and their Restricted
Subsidiaries; engage in transactions with Affiliates; pay dividends or make
other distributions on Capital Stock or subordinated Indebtedness; enter into
different lines of business; create Unrestricted Subsidiaries; and enter into
sale and leaseback transactions.


 


To
guarantee the due and punctual payment of the principal of, interest and
premium and Special Interest, if any, on, the Notes and all other amounts
payable by the Issuers under the Indenture and the Notes when and as the same
shall be due and payable, whether at maturity, by acceleration or otherwise,
according to the terms of the Notes and the Indenture, the Guarantors have
unconditionally guaranteed (and future Guarantors, together with the
Guarantors, will unconditionally guarantee), jointly and severally, such
obligations pursuant to the terms of the Indenture.


 


5.             Redemption


 


Except
as forth below, the Notes will not be redeemable at the option of the Issuers
prior to December 1, 2009.  On and
after such date, the Notes will be redeemable, at the Issuers’ option, in whole
or in part, at any time upon not less than 30 nor more than 60 days prior
notice mailed by first-class mail to each Holder’s registered address, at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest and Special Interest, if any, thereon, if any,
to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that
is on or prior to the Redemption Date) if redeemed during the 12-month period
commencing on December 1 of the years indicated below, subject to the
rights of Holders of Notes on the relevant record date to receive interest due
on the relevant Interest Payment Date:


 


A-5





















 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  104.750

  	
  %

  
	
  2010

  	
   

  	
  102.375

  	
  %

  
	
  2011 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In
addition, at any time and from time to time prior to December 1, 2008, the
Issuers may redeem up to 35% of the aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) at a
redemption price of 109.500 % of the principal amount plus accrued and unpaid
interest and Special Interest, if any, to the Redemption Date, with the net
cash proceeds of one or more Equity Offerings; provided, that (1) at least
65% of the aggregate principal amount of the Notes, calculated after giving
effect to any issuance of Additional Notes, originally issued under the
Indenture (including Notes held by Parent, any Issuer and their Subsidiaries)
remains outstanding after each such redemption and (2) each such
redemption occurs within 90 days of the date of closing of such Equity
Offering.


 


Notice
of any redemption upon an Equity Offering may be given prior to the completion
of the related Equity Offering, and any such redemption or notice may, at the
Issuers’ discretion, be subject to one or more conditions precedent, including
completion of the related Equity Offering.


 


If the
optional Redemption Date is on or after an interest record date and on or
before the related interest payment date, the accrued and unpaid interest and
Special Interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business on such record date, and no Special
Interest will be payable to Holders whose Notes will be subject to redemption
by the Issuers.


 


In the
case of any partial redemption, selection of the Notes for redemption will be
made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not listed, then on a pro rata basis, although no Notes of $1,000 in
original principal amount or less will be redeemed in part.  If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. 
A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Issuers have deposited with the Paying
Agent funds in satisfaction of the applicable redemption price pursuant to the
Indenture.


 


6.             Mandatory Redemption


 


The
Issuers are not required to make mandatory redemption or sinking fund payments
with respect to the Notes.  However, the
Issuers may be required to offer to repurchase the Notes under Sections 3.7 and
3.9 of the Indenture.


 


7.             Repurchase Provisions


 


(a)           Upon a
Change of Control any Holder of Notes will have the right to cause the Company
to repurchase all or any part of the Notes of such Holder at a purchase price
in cash


 


A-6





















 


equal to 101% of the principal amount thereof, plus
accrued and unpaid interest and Special Interest, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to
the date of repurchase) as provided in, and subject to the terms of, the
Indenture.


 


(b)                                 In the event of an Asset Sale that requires the purchase of Notes pursuant
to Section 3.7(d) of the Indenture, the Company will be
required to apply such Excess Proceeds to the repayment of the Notes and any
pari passu Indebtedness in accordance with the procedures set forth in Section 3.7
of the Indenture.


 


8.                                       Denominations; Transfer; Exchange


 


The
Notes are in registered form without coupons in denominations of principal
amount of $1,000 and integral multiples of $1,000.  A Holder may transfer or exchange Notes in
accordance with the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
Neither the Issuers nor the Registrar are required to register the
transfer or exchange of (i) any Notes selected for redemption (except, in
the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or (ii) any Notes for a period of 15 days before a selection of
Notes to be redeemed.


 


9.                                       Persons Deemed Owners


 


The
registered Holder of this Note may be treated as the owner of it for all
purposes.


 


10.                                 Unclaimed Money


 


If
money for the payment of principal or interest remains unclaimed for one year,
the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


11.                                 Defeasance


 


Subject
to certain conditions set forth in the Indenture, the Issuers at any time may
terminate some or all of their obligations under the Notes and the Indenture if
the Issuers deposit with the Trustee money or non-callable Government
Securities for the payment of principal, premium, interest and Special
Interest, if any, on the Notes to redemption or maturity, as the case may be.


 


12.                                 Amendment, Waiver


 


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the
Notes may be amended with the written consent or electronic consent pursuant to
the second paragraph of Section 9.4 of the Indenture, as
applicable, of the Holders of at least a majority in principal amount of the
then outstanding Notes and (ii) any default (other than with respect to
nonpayment or in respect of a provision that cannot be amended without the
written consent of each Holder affected) or noncompliance with any provision
may be waived with the written consent or


 


A-7





















 


electronic consent pursuant to the second paragraph of Section 9.4
of the Indenture, as applicable, of the Holders of a majority in principal
amount of the then outstanding Notes. 
Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Issuers, the Guarantors and the Trustee may amend
the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or
to comply with Article IV of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to
add guarantees with respect to the Notes, to release a Guarantor in accordance
with the Indenture or to secure the Notes, or to allow any Guarantor to execute
a supplemental Indenture or Note Guarantee, or to provide additional rights or
benefits to the Holders of the Notes, or to comply with any requirement of the Commission
in connection with qualifying or maintaining the qualification of the Indenture
under the Act, or to make any change that does not adversely affect the rights
of any Holder, or to conform the text of the Indenture, the Notes or the Note
Guarantees to the description of notes in the Offering Memorandum, or to
provide for the issuance of Additional Notes or to evidence or provide for a
successor trustee.


 


13.                                 Defaults and Remedies


 


Under
the Indenture, Events of Default include in summary form: (i) default for
30 days in payment of interest or Special Interest, if any, when due on the
Notes; (ii) default in payment when due (at maturity, upon redemption or
otherwise) of principal or premium, if any, on the Notes; (iii) the
failure by the Company or its Restricted Subsidiaries to comply with their
obligations under Sections 3.7, 3.9 or 4.1 of the
Indenture; (iv) the failure by the Company or any of its Restricted
Subsidiaries to comply for 60 days after notice with its other agreements
contained in the Indenture or under the Notes (other than those referred to in
(i), (ii), or (iii) above); (v) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee
now exists, or is created after the Issue Date, if that default (a) is
caused by a failure to pay principal of, or interest or Special Interest or
premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (“Payment
Default”) or (b) results in the acceleration of such Indebtedness
prior to its Stated Maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $25.0 million or more; (vi) failure
by an Issuer or any of the Company’s Restricted Subsidiaries to pay final
judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $5.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days, (vii) except as permitted by the Indenture, any Note
Guarantee is held in a judicial proceeding to be not enforceable or valid or
ceases to be in full force and effect, or any Guarantor or other Person acting
on its behalf denies or disaffirms its obligations under its Note Guarantee or (viii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Restricted Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary.


 


If an
Event of Default occurs and is continuing (other than an Event of Default
described in clause (vi) above), the Trustee may, or at the written
direction of the Holders of at least 25% in


 


A-8





















 


aggregate principal amount of the Notes shall declare all
the Notes to be due and payable.  Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events
of Default.


 


Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to
enforce the Indenture or the Notes unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice
of any continuing Default or Event of Default (except a Default or Event of
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.


 


14.                                 Trustee Dealings with the Issuers


 


Subject
to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuers or their Affiliates and may otherwise deal with the Issuers or
their Affiliates with the same rights it would have if it were not Trustee.


 


15.                                 No Recourse Against Others


 


No
manager, director, officer, employee, incorporator, member or stockholder of
any Issuer, or any Guarantor, as such, shall have any liability for any
obligations of the Issuers or the Guarantors under the Notes, the Indenture,
the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations of their creation.  Each
Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.


 


16.                                 Authentication


 


This
Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of
authentication on the other side of this Note.


 


17.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with rights of survivorship and not as tenants in common), CUST (=
custodian) and U/G/M/A (= Uniform Gift to Minors Act).


 


18.                                 Additional Rights of Holders of Restricted Notes 


 


In
addition to the rights provided to Holders of Notes under the Indenture,
Holders of Restricted Notes that are Initial Notes shall have all the rights
set forth in the Registration Rights Agreement, dated as of November 28,
2005, among the Company, Parent and the parties named in the signature pages thereto
or, in the case of Additional Notes, Holders of Restricted Notes


 


A-9





















 


that are Additional Notes shall have the rights set forth
in one or more Registration Rights Agreements, if any, among the Company and
the other parties thereto, relating to rights given by the Company to the
purchasers of such Additional Notes.


 


19.                                 CUSIP Numbers


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP numbers to be printed
on the Notes and have directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.


 


20.                                 Governing Law


 


This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York.


 


The
Issuers will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture, which has in it the text of this Note in
larger type.  Requests may be made to:


 


	
   

  	
  Tronox
  Worldwide LLC

  
	
   

  	
  123
  Robert S. Kerr Avenue

  
	
   

  	
  Oklahoma
  City, Oklahoma 73102

  



 


A-10





















 


ASSIGNMENT FORM


 


	
  To assign this Note, fill in the form below:

  
	
   

  
	
  I or we assign and transfer this Note to

  
	
   

  
	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  
	
   

  	
   

  
	
  (Insert assignee’s soc. see. or tax I.D. No.)

  



 


and irrevocably appoint                               
agent to transfer this Note on the books of the Issuers.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
  (Signature
  must be guaranteed)

  
	
   

  
	
   

  
	
  Sign exactly as your name appears on the other side of this Note.

  
							



 


The
signatures) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Commission Rule 17Ad-15.


 


In
connection with any transfer or exchange of any of the Notes evidenced by this
certificate occurring prior to the date that is two years after the later of
the date of original issuance of such Notes and the last date, if any, on which
such Notes were owned by an Issuer or any Affiliate of an Issuer, the
undersigned confirms that such Notes are being:


 


CHECK
ONE BOX BELOW:


 


1 o                           acquired for the undersigned’s own account, without transfer; or


 


2 o                           transferred to the Company; or


 


3 o                           transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”); or


 


4 o                           transferred pursuant to an effective registration statement under the
Securities Act; or


 


A-11





















 


5 o                           transferred pursuant to and in compliance with Regulation S under the
Securities Act; or


 


6 o                           transferred pursuant to another available exemption from the registration
requirements of the Securities Act of 1933.


 


Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (5) or (6) is
checked, the Trustee or the Issuers may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Issuers may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by Rule 144
under such Act.


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  	
  Signature

  
	
   

  	
   

  
	
   

  
			



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Commission Rule 17Ad-15.


 


TO BE
COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933,
as amended, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuers as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
   

  	
   

  
	
  Dated:

  



 


A-12





















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you
want to elect to have this Note purchased by the Issuers pursuant to Section 3.7
or Section 3.9 of the Indenture, check either box:


 


o                                    o

3.7                                 3.9


 


If you
want to elect to have only part of this Note purchased by the Issuers pursuant
to Section 3.7 or Section 3.9 of the Indenture, state
the amount in principal amount (must be integral multiple of $1,000): $


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name
  appears on the other side of the Note)

  



 


	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  	
  (Signature
  must be guaranteed)

  	
   

  



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Commission Rule 17Ad-15.


 


A-13





















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE(1)


 


The
following increases or decreases in this Global Note have been made:


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  increase in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










(1) Include only if security
is issued in global form.


 


A-14





















 


EXHIBIT B


 


[FORM OF FACE OF EXCHANGE NOTE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.]


 


B-1





















 


	
  No. [     ]

  	
   

  	
  Principal Amount
  $[               ]

  
	
   

  	
   

  	
  CUSIP NO. [               ]

  



 


TRONOX WORLDWIDE LLC

TRONOX FINANCE CORP.


 


91⁄2 % Senior Note due 2012


 


Tronox
Worldwide LLC, a Delaware limited liability company (the “Company”), and
Tronox Finance Corp., a Delaware corporation (“Tronox Finance” and,
together with the Company, the “Issuers”), promise to pay to
                        ,
or registered assigns, the principal sum of
[                    ]
Dollars or such greater or lesser amount as shall be reflected on the books and
records of the custodian with respect to the Global Note (as appointed by DTC)
(the “Notes Custodian”)(2), on December 1, 2012.


 


Interest
Payment Dates:  June 1 and December 1,
commencing June 1, 2006


 


Record
Dates:  May 15 and November 15


 


Additional
provisions of this Note are set forth on the other side of this Note.


 










(2) Global Note only


 


B-2





















 


In
witness whereof, the Issuers have caused this instrument to be duly executed.


 


 


	
   

  	
  TRONOX
  WORLDWIDE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRONOX
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  TRUSTEE’S
  CERTIFICATE

  
	
  OF
  AUTHENTICATION

  
	
   

  
	
  Citibank,
  N.A., not in its individual

  
	
  capacity
  but solely as Trustee,

  
	
  certifies
  that this is

  
	
  one
  of the Notes referred

  
	
  to in
  the Indenture.

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
  Date:

  	
   

  	
   

  



 


B-3





















 


[FORM OF
REVERSE SIDE OF NOTE]


 


91⁄2 %
Senior Note due 2012


 


1.                                       Interest


 


Tronox
Worldwide LLC, a Delaware limited liability company (the “Company”), and
Tronox Finance Corp., a Delaware corporation (“Tronox Finance” and,
together with the Company, the “Issuers”), promise to pay interest on
the principal amount of this Note at the rate per annum shown above.


 


The
Issuers will pay interest semiannually in arrears in cash on June 1 and December 1
of each year or if any such day is not a business day, on the next succeeding
business day (each an “Interest Payment Date”) commencing on June 1,
2006 and will pay Special Interest, if any, as provided in the Registration
Rights Agreement relating to these Notes. 
Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from and
including November 28, 2005.  The
Issuers shall pay interest on overdue principal and interest and Special
Interest, if any, from time to time at a rate that is 1% per annum higher than
the interest rate then in effect under the Indenture and this Note.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


2.                                       Method of Payment


 


By no
later than 11:00 a.m. (New York City time) on the date on which any
principal of, interest and premium and Special Interest, if any, on, any Note
is due and payable, the Issuers shall deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, interest and premium and Special
Interest, if any.  The Issuers will pay
principal, interest (except Defaulted Interest) and premium and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on May 15 or November 15 preceding the Interest
Payment Date, even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the Interest Payment Date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Issuers will pay principal, interest and premium and Special Interest, if any,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts Payments of all principal, interest and
premium and Special Interest, if any, on the Notes will be made to each
registered Holder by wire transfer in immediately available funds if that
Holder has given to the Issuers, through the Paying Agent or otherwise, wire
instructions at least five business days prior to the applicable payment date
or by check mailed to the address of the Holder as it appears on the books of
the registrar if the Holder has not provided wire instructions; provided that
the final distribution in respect of any Note will be made only upon
presentation and surrender of such Note at the applicable Corporate Trust
Office of the Trustee.


 


3.                                       Paying Agent and Registrar


 


Initially,
Citibank, N.A. (the “Trustee”), will act as Trustee, Paying Agent and
Registrar.  The Issuers may appoint and
change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder of the Notes.  The Issuers or any
of their Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 


B-4





















 


4.                                       Indenture


 


The
Issuers issued the Notes under an Indenture dated as of November 28, 2005
(as it may be amended or supplemented from time to time in accordance with the
terms thereof, the “Indenture”), among the Issuers, the Guarantors party
thereto and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
as in effect on the Issue Date (the “Act”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all terms in the
Indenture, and Holders are referred to the Indenture and the Act for a
statement of those terms.  To the extent
any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.


 


The
Notes are general unsecured senior obligations of the Issuers.  The aggregate principal amount of Notes that
may be authenticated and delivered under the Indenture is limited to an
aggregate principal amount at maturity of $350,000,000, subject to the Issuers’
ability to issue Additional Notes.  The
Indenture imposes certain limitations, among other things, on the ability of
the Issuers and their Restricted Subsidiaries to make Investments; incur
additional Indebtedness or issue Preferred Stock; create certain Liens; sell
assets; enter into agreements that restrict dividends or other payments from
the Restricted Subsidiaries; consolidate, merge or transfer all or
substantially all of the assets of the Issuers and their Restricted
Subsidiaries; engage in transactions with Affiliates; pay dividends or make
other distributions on Capital Stock or subordinated Indebtedness; enter into
different lines of business; create Unrestricted Subsidiaries; and enter into
sale and leaseback transactions.


 


To
guarantee the due and punctual payment of the principal of, interest and premium
and Special Interest, if any, on, the Notes and all other amounts payable by
the Issuers under the Indenture and the Notes when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Notes and the Indenture, the Guarantors have unconditionally
guaranteed (and future Guarantors, together with the Guarantors, will
unconditionally guarantee), jointly and severally, such obligations pursuant to
the terms of the Indenture.


 


5.                                       Redemption


 


Except
as forth below, the Notes will not be redeemable at the option of the Issuers
prior to December 1, 2009.  On and
after such date, the Notes will be redeemable, at the Issuers’ option, in whole
or in part, at any time upon not less than 30 nor more than 60 days prior
notice mailed by first-class mail to each Holder’s registered address, at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest and Special Interest, if any, thereon, if any,
to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that
is on or prior to the Redemption Date) if redeemed during the 12-month period
commencing on December of the years indicated below, subject to the rights
of Holders of Notes on the relevant record date to receive interest due on the
relevant Interest Payment Date:


 


B-5





















 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  104.750

  	
  %

  
	
  2010

  	
   

  	
  102.375

  	
  %

  
	
  2011 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In
addition, at any time and from time to time prior to December 1, 2008, the
Issuers may redeem up to 35% of the aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) at a
redemption price of 109.500% of the principal amount plus accrued and unpaid
interest and Special Interest, if any, to the Redemption Date, with the net
cash proceeds of one or more Equity Offerings; provided, that (1) at least
65% of the aggregate principal amount of the Notes, calculated after giving
effect to any issuance of Additional Notes, originally issued under the
Indenture (including Notes held by Parent, any Issuer and their Subsidiaries)
remains outstanding after each such redemption and (2) each such
redemption occurs within 90 days of the date of closing of such Equity
Offering.


 


Notice
of any redemption upon an Equity Offering may be given prior to the completion
of the related Equity Offering, and any such redemption or notice may, at the
Issuers’ discretion, be subject to one or more conditions precedent, including
completion of the related Equity Offering.


 


If the
optional Redemption Date is on or after an interest record date and on or
before the related interest payment date, the accrued and unpaid interest and
Special Interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business on such record date, and no Special
Interest will be payable to Holders whose Notes will be subject to redemption
by the Issuers.


 


In the
case of any partial redemption, selection of the Notes for redemption will be
made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not listed, then on a pro rata basis, although no Notes of $1,000 in
original principal amount or less will be redeemed in part.  If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. 
A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the original
Note.  On and after the Redemption Date,
interest will cease to accrue on Notes or portions thereof called for
redemption as long as the Issuers have deposited with the Paying Agent funds in
satisfaction of the applicable redemption price pursuant to the Indenture.


 


6.                                       Mandatory Redemption


 


The
Issuers are not required to make mandatory redemption or sinking fund payments
with respect to the Notes.  However, the
Issuers may be required to offer to repurchase the Notes under Sections 3.7 and
3.9 of the Indenture.


 


7.                                       Repurchase Provisions


 


(a)                                  Upon a Change of Control any Holder of Notes will have the right to cause
the Company to repurchase all or any part of the Notes of such Holder at a
purchase price in cash


 


B-6





















 


equal to 101% of the principal amount thereof, plus
accrued and unpaid interest and Special Interest, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to
the date of repurchase) as provided in, and subject to the terms of, the
Indenture.


 


(b)                                 In the event of an Asset Sale that requires the purchase of Notes pursuant
to Section 3.7(d) of the Indenture, the Company will be
required to apply such Excess Proceeds to the repayment of the Notes and any
pari passu Indebtedness in accordance with the procedures set forth in Section 3.7
of the Indenture.


 


8.                                       Denominations; Transfer; Exchange


 


The
Notes are in registered form without coupons in denominations of principal
amount of $1,000 and integral multiples of $1,000.  A Holder may transfer or exchange Notes in
accordance with the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
Neither the Issuers nor the Registrar are required to register the
transfer or exchange of (i) any Notes selected for redemption (except, in
the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or (ii) any Notes for a period of 15 days before a selection of
Notes to be redeemed.


 


9.                                       Persons Deemed Owners


 


The
registered Holder of this Note may be treated as the owner of it for all
purposes.


 


10.                                 Unclaimed Money


 


If
money for the payment of principal or interest remains unclaimed for one year,
the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


11.                                 Defeasance


 


Subject
to certain conditions set forth in the Indenture, the Issuers at any time may
terminate some or all of their obligations under the Notes and the Indenture if
the Issuers deposit with the Trustee money or non-callable Government
Securities for the payment of principal, premium, interest and Special
Interest, if any, on the Notes to redemption or maturity, as the case may be.


 


12.                                 Amendment, Waiver


 


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the
Notes may be amended with the written consent or electronic consent pursuant to
the second paragraph of Section 9.4 of the Indenture, as
applicable, of the Holders of at least a majority in principal amount of the
then outstanding Notes and (ii) any default (other than with respect to
nonpayment or in respect of a provision that cannot be amended without the
written consent of each Holder affected) or noncompliance with any provision
may be waived with the written consent or


 


B-7





















 


electronic consent pursuant to the second paragraph of Section 9.4
of the Indenture, as applicable, of the Holders of a majority in principal
amount of the then outstanding Notes. 
Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Issuers, the Guarantors and the Trustee may amend
the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or
to comply with Article IV of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to
add guarantees with respect to the Notes, to release a Guarantor in accordance
with the Indenture or to secure the Notes, or to allow any Guarantor to execute
a supplemental Indenture or Note Guarantee, or to provide additional rights or
benefits to the Holders of the Notes, or to comply with any requirement of the
Commission in connection with qualifying or maintaining the qualification of
the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Holder, or to conform the text of the Indenture, the
Notes or the Note Guarantees to the description of notes in the Offering
Memorandum, or to provide for the issuance of Additional Notes or to evidence
or provide for a successor trustee.


 


13.                                 Defaults and Remedies


 


Under
the Indenture, Events of Default include in summary form: (i) default for
30 days in payment of interest or Special Interest, if any, when due on the
Notes; (ii) default in payment when due (at maturity, upon redemption or
otherwise) of principal or premium, if any, on the Notes; (iii) the
failure by the Company or its Restricted Subsidiaries to comply with their
obligations under Sections 3.7, 3.9 or 4.1 of the
Indenture; (iv) the failure by the Company or any of its Restricted
Subsidiaries to comply for 60 days after notice with its other agreements
contained in the Indenture or under the Notes (other than those referred to in
(i), (ii), or (iii) above); (v) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee
now exists, or is created after the Issue Date, if that default (a) is
caused by a failure to pay principal of, or interest or Special Interest or
premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (“Payment
Default”) or (b) results in the acceleration of such Indebtedness
prior to its Stated Maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $25.0 million or more; (vi) failure
by an Issuer or any of the Company’s Restricted Subsidiaries to pay final
judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $5.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days, (vii) except as permitted by the Indenture, any Note
Guarantee is held in a judicial proceeding to be not enforceable or valid or
ceases to be in full force and effect, or any Guarantor or other Person acting
on its behalf denies or disaffirms its obligations under its Note Guarantee or (viii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Restricted Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary.


 


If an
Event of Default occurs and is continuing (other than an Event of Default
described in clause (vi) above), the Trustee may, or at the written
direction of the Holders of at least 25% in


 


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aggregate principal amount of the Notes shall declare all
the Notes to be due and payable.  Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events
of Default.


 


Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to
enforce the Indenture or the Notes unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice
of any continuing Default or Event of Default (except a Default or Event of
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.


 


14.                                 Trustee Dealings with the Issuers


 


Subject
to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuers or their Affiliates and may otherwise deal with the Issuers or
their Affiliates with the same rights it would have if it were not Trustee.


 


15.                                 No Recourse Against Others


 


No
manager, director, officer, employee, incorporator, member or stockholder of
any Issuer, or any Guarantor, as such, shall have any liability for any
obligations of the Issuers or the Guarantors under the Notes, the Indenture,
the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations of their creation.  Each
Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.


 


16.                                 Authentication


 


This
Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of
authentication on the other side of this Note.


 


17.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with rights of survivorship and not as tenants in common), CUST (=
custodian) and U/G/M/A (= Uniform Gift to Minors Act).


 


18.                                 CUSIP Numbers


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP numbers to be printed
on the Notes and have directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the


 


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Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.


 


19.                                 Governing Law


 


This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York.


 


The
Issuers will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture, which has in it the text of this Note in
larger type.  Requests may be made to:


 


	
   

  	
  Tronox
  Worldwide LLC

  
	
   

  	
  123
  Robert S. Kerr Avenue

  
	
   

  	
  Oklahoma
  City, Oklahoma 73102

  



 


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ASSIGNMENT FORM


 


	
  To assign this Note, fill in the form below:

  
	
   

  
	
  I or we assign and transfer this Note to

  
	
   

  
	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  
	
   

  	
   

  
	
  (Insert assignee’s soc. see. or tax I.D. No.)

  



 


and irrevocably appoint                               
agent to transfer this Note on the books of the Issuers.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
  (Signature
  must be guaranteed)

  
	
   

  
	
   

  
	
  Sign exactly as your name appears on the other side of this Note.

  
							



 


The
signatures) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Commission Rule 17Ad-15.


 


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OPTION OF HOLDER TO ELECT PURCHASE


 


If you
want to elect to have this Note purchased by the Issuers pursuant to Section 3.7
or Section 3.9 of the Indenture, check either box:


 


o                                    o

3.7                                 3.9


 


If you
want to elect to have only part of this Note purchased by the Issuers pursuant
to Section 3.7 or Section 3.9 of the Indenture, state
the amount in principal amount (must be integral multiple of $1,000): $


 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name
  appears on the other side of the Note)

  



 


	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  	
  (Signature
  must be guaranteed)

  	
   

  



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Commission Rule 17Ad-15.


 


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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE(1)


 


The
following increases or decreases in this Global Note have been made:


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  increase in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










(1) Include only if security
is issued in global form.


 


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EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE


 


This
Supplemental Indenture, dated as of                               
(this “Supplemental Indenture” or “Note Guarantee”), among [name
of future Guarantor] (the “New Guarantor”), Tronox Worldwide LLC (the “Company”),
Tronox Finance Corp. (“Tronox Finance” and, together with the Company,
the “Issuers”), Tronox Incorporated (“Parent”) and Citibank,
N.A., as Trustee under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS,
the Issuers, the Guarantors named therein and the Trustee have heretofore
executed and delivered an Indenture, dated as of November 28, 2005 (as
amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the initial issuance of an aggregate principal amount of
$350,000,000 of 91⁄2 % Senior Notes due 2012 of the Issuers (the “Notes”);


 


WHEREAS,
Section 3.10 of the Indenture provides that the Issuers are is
required to cause each wholly-owned Domestic Subsidiary (other than Immaterial
Subsidiaries) created or acquired by the Company or any of its Restricted
Subsidiaries after the Issue Date, to the extent set forth in the Indenture, to
execute and deliver to the Trustee a Note Guarantee pursuant to which such
Guarantor will unconditionally Guarantee, on a joint and several basis with the
other Guarantors, the full and prompt payment of the principal of, premium,
interest and Special Interest, if any, on the Notes on a senior basis; and


 


WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee, the Issuers
and the Guarantors are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any Holder,


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor,
the Issuers, the Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1                          Defined Terms.  As used in this Note Guarantee, terms defined
in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term “Holders” in this Note Guarantee
shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof’ and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


 


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ARTICLE II


 


Agreement to be Bound, Note Guarantee


 


SECTION 2.1                          Agreement to be Bound.  The New Guarantor hereby becomes a party to
the Indenture as a Guarantor and as such will have all of the rights and be
subject to all of the obligations and agreements of a Guarantor under the
Indenture.  The New Guarantor agrees to
be bound by all of the provisions of the Indenture applicable to a Guarantor
and to perform all of the obligations and agreements of a Guarantor under the
Indenture.


 


SECTION 2.2                          Note Guarantee.  The New Guarantor hereby fully,
unconditionally and irrevocably Guarantees, as primary obligor and not merely
as surety, jointly and severally with each Guarantor, to each Holder of the
Notes and the Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations
pursuant to Article X of the Indenture on a senior basis.


 


ARTICLE III


 


Miscellaneous


 


SECTION 3.1                          Notices.  All notices and other communications to the
New Guarantor shall be given as provided in the Indenture to the Guarantors, at
its address set forth below, with a copy to the Issuers as provided in the
Indenture for notices to the Company.


 


SECTION 3.2                          Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


 


SECTION 3.3                          Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4                          Severability Clause.  In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and such provision shall be ineffective only to the extent
of such invalidity, illegality or unenforceability.


 


SECTION 3.5                          Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture.


 


SECTION 3.6                          Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


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SECTION 3.7                          Headings.  The headings of the Articles and the sections
in this Note Guarantee are for convenience of reference only and shall not be
deemed to alter or affect the meaning or interpretation of any provisions
hereof.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.


 


	
   

  	
  [NEW GUARANTOR],

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRONOX WORLDWIDE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRONOX FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


C-3





















 


	
   

  	
  TRONOX INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


[INSERT
SIGNATURE BLOCKS FOR OTHER GUARANTORS]


 


C-4