Exhibit 10.5


 


Execution
Copy


 


TRANSITION SERVICES AGREEMENT (this “Agreement”), dated November 28, 2005, among Kerr-McGee
Corporation, a Delaware corporation (the “Parent”), Kerr-McGee
Worldwide Corporation, a Delaware corporation (“Worldwide”),
and Tronox Incorporated, a Delaware corporation (the “Tronox”).


 


INTRODUCTION


 


The Board of Directors of Parent (the “Board”)
has determined that it is in the best interests of Parent and its stockholders
to transfer certain existing businesses of Parent and its subsidiaries to Tronox.


 


In order to ensure an orderly transition of the such businesses to Tronox,
as described in the Master Separation Agreement (as defined below), each party
desires to provide to the other the services described herein for a
transitional period.


 


The parties hereby agree as follows:


 


Section 1.                                            Definitions.  
For purposes of this Agreement, the following terms shall have the meanings set
forth or as referenced below:


 


“Affiliate” has the meaning given such
term in the Master Separation Agreement.


 


“Closing Date” has the meaning given such
term in the Master Separation Agreement.


 


“Governmental Authorities” has the
meaning given such term in the Master Separation Agreement.


 


“Group” means either the Parent Group or
the Tronox Group, as the context requires.


 


“Information” has the meaning given such
term in the Master Separation Agreement.


 


 “Liabilities”
has the meaning given such term in the Master Separation Agreement.


 


 “Master
Separation Agreement” means the Master Separation Agreement, dated
as of the date hereof, by and among Kerr-McGee Corporation, Kerr-McGee
Worldwide Corporation and Tronox Incorporated.


 


“Providing Party”
means, with respect to any Service, the party providing such Service.


 


“Parent Group” has the meaning given such
term in the Master Separation Agreement.


 





















 


“Receiving Party”
means, with respect to any Service, the party receiving such Service.


 


“Separation” means,
with respect to any Service, the separation, duplication, installation or
substitution of the subject matter of such Service as utilized by the Receiving
Party as of the Closing Date (unless another date is expressly provided for
with respect to a particular Service), such that the Receiving Party is reasonably
able to provide for itself or through alternative service providers the
benefits of such subject matter in a sustainable manner substantially similar
to that provided to, or on behalf of, the Receiving Party as of the Closing
Date (unless another date is expressly provided for with respect to a particular
Service).


 


“Service Costs” means, with respect to each
Service provided under the terms and subject to the conditions of this
Agreement, an amount equal to the sum of such of the following items as may
apply:


 


(i)                                     the
fully burdened labor costs incurred by the Providing Party in respect of the
individual employees of such Providing Party who are engaged in the provision
of such Service without management fee (as applicable to the individual and/or
the Service) for the portion of their work time engaged in the provision of
such Service;


 


(ii)                                  the
costs charged to the Providing Party by a third party provider in connection
with such Service;


 


(iii)                               the
out-of-pocket and other expenses (other than expenses included in Transition Costs
and the costs charged under item (i) above) incurred by the Providing
Party in connection with such Service;


 


(iv)                              taxes
(other than Transfer Taxes) as set forth in Section 9(e) incurred by
the Providing Party in connection with such Service; and


 


(v)                                 any
costs expressly included as Service Costs in this Agreement, including costs as
set forth in Section 3.7 of Exhibit A.


 


“Transfer Taxes” means all recordation,
transfer, documentary, excise, sales, value added, use, stamp, conveyance or
other similar taxes, duties or governmental charges, and all recording or
filing fees or similar costs, imposed or levied by reason of, in connection
with or attributable to the Separation of any Service.


 


“Transition Costs” means the one-time,
initial set up, costs and expenses that are incurred by Parent Group in order
to initiate the process of obtaining the Separation of any Service as
contemplated by (and subject to) the terms and conditions of this Agreement and
the costs of obtaining and, if applicable, modifying any contractual rights described
in Section 6(c) of this Agreement, including such costs and expenses
incurred prior to the date hereof by the Providing Party in preparation for the
provision of the Services (for the avoidance of doubt, Transition Costs shall
not include any annual or
recurring fees, including without limitation, license fees, or any maintenance
fees, support services fees, subscription fees or other costs relating to
ongoing use).


 


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“Tronox Group” has the meaning given such
term in the Master Separation Agreement.


 


Section 2.                                            Certain
Transferred Personnel.  Parent hereby
acknowledges and agrees that the individuals listed on Schedule 2 are
identified as prospective Tronox Individuals (as such term is defined in the Employee
Benefits Agreement (as defined in the Master Separation Agreement)) each of
whom may become, if not already, employees of the Tronox Group as of the
Closing Date.  Each party agrees that,
for a period of  one year after the
Closing Date, neither party nor its respective Affiliates shall recruit, offer
employment to, hire or engage as a consultant any Person who is an employee of
the other party immediately after the Closing Date; provided
that the foregoing provision will not prohibit any general solicitation of
employment not specifically directed toward employees of either Group or the
soliciting or hiring of any individual who terminated his or her own employment
with any member of the other Group or whose employment was terminated by any
member of the other Group prior to such solicitation or hiring.


 


Section 3.                                            Services.


 


(a)                                  Except
as otherwise provided herein, on the terms and subject to the conditions set
forth herein, Parent shall provide, or cause one or more members of its Group
to provide, the Tronox Group with each of the services listed on Exhibit A
and Tronox shall provide, or cause one or more members of its Group to provide,
the Parent Group with each of the services listed on Exhibit B
(each service listed on Exhibit A or Exhibit B being a “Service” and, collectively, the “Services”),
in each case beginning on the “Start Date”
set forth on Exhibit A or Exhibit B for such Service
and ending on the earlier of (i) the “End Date” set
forth on Exhibit A or Exhibit B for such Service, (ii) the
termination of this Agreement, or (iii) the termination of such Service
pursuant to Section 11(b) (each such duration, a “Service Term”). For the avoidance of doubt, it is understood
that services included as “Services” may include, subject to the terms and
conditions of this Agreement, the transfer and installation of certain
hardware, software, related licenses and applications, and other items as set
forth on Exhibit A, Exhibit B or pursuant to the Master
Separation Agreement.


 


(b)                                 Subject
to the provisos set forth in this Section 3(b), the Transition Costs
incurred by the Parent Group in connection with Separation of the Services to
be provided to the Tronox Group shall be borne 100% by the Parent Group and
such Transition Costs shall not be included in the calculation of Service Costs
payable by the Tronox Group for such Services; provided,
however, that, with respect to each line
item set forth in Exhibit C, in no event shall Parent Group have
any obligation to incur any Transition Costs in excess of the specific amount
allocated to each such line item set forth on Exhibit C (with
respect to each line item on Exhibit C, the “Per Line Maximum
Amount of Transition Costs”) and in no event in an aggregate amount
in excess of $11 million; provided, further,
that any Transition Costs in excess of the applicable Per Line Maximum Amount
of Transition Costs shall be borne 100% by Tronox Group.  All Transfer Taxes incurred in connection
with the Separation of the Services shall be borne 100% by the Parent Group,
subject to Section 9(e).  Such
Transition Costs shall not be included in the calculation of Service Costs
payable by the Tronox Group for such Services.


 


(c)                                  It
is understood and agreed amongst the parties that, notwithstanding any
provision to the contrary in this Agreement, the Providing Party shall have no
obligation whatsoever to upgrade systems, invest in product enhancements or
increase staffing, capacity,


 


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functionality,
reliability or any other aspect of any Service beyond the level that exists as
of the date hereof with respect to any Service.


 


(d)                                 Notwithstanding anything to the
contrary contained herein, during the Term, a Receiving Party may from time to
time request that a Providing Party provide special services or projects in
addition to the Services, and (subject to the mutual agreement of the parties
hereto) such Providing Party shall make commercially reasonable efforts to
provide such additional services or projects. 
If such Providing Party agrees to provide such additional services or
projects, the parties shall negotiate in good faith to establish the terms
(including, without limitation, price) for providing such additional services
or projects and, following agreement on such terms, Exhibit A or Exhibit B hereof
shall be amended, as applicable, to include such additions.


 


Section 4.                                            Standards
of Performance; Level of Services.  


 


(a)                                  Each
Providing Party, with respect to any Service, shall perform such Service
exercising the same degree of care, at the same general level and at the same general
degree of accuracy and responsiveness, in each case as it exercises in
performing the same or similar services for its own account, with priority
equal to that provided to its own businesses and members of its Group.  


 


(b)                                 In
no event shall any party, as Receiving Party with respect to any Service, be
entitled to increase its use of such Service above that level of use specified
in the exhibit related thereto without the prior written consent of the
Providing Party.  Notwithstanding
anything to the contrary in this Agreement, the Providing Party shall not be
required to provide the Receiving Party with levels of such Service above the
levels that existed prior to the date hereof or with the advantage of systems,
equipment, facilities, training, services or improvements procured, obtained or
made after the date hereof.  


 


(c)                                  Notwithstanding
anything to the contrary contained herein, the Providing Party with respect to
any Service may, but is not required to, make changes from time to time in the
manner in which such Service is provided if (i) the Providing Party is
making similar changes in the manner in which such Service is provided to it
and members of its own Group, (ii) the Providing Party furnishes to the
Receiving Party substantially the same notice the Providing Party provides to
members of its own Group with respect to such changes, and (iii) such
changes shall not create a substantial risk of a material disruption of the
Receiving Party’s business or of the Receiving Party’s incurring a material
loss or liability. 


 


(d)                                 Each
Group shall nominate a representative to act as the primary contact person for
the provision of all of the Services (the “Service Coordinators”).  The initial Service Coordinators shall be Kenneth
Crouch for the Parent Group and Mary Mikkelson for the Tronox Group.  Each party shall notify the other party in
writing of any change in the Service Coordinators.  The parties agree that all communications
relating to the provision of the Services shall be directed to the Service
Coordinators.


 


(e)                                  In order to monitor, coordinate and
facilitate implementation of the terms and conditions of this Agreement, the
parties shall establish (i) a “Steering Committee”
consisting of at least one (1) senior manager from each of Parent Group
and Tronox Group and whereby each such Group is equally represented and (ii) an
“Operating Committee” consisting,


 


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as necessary, of one (1) representative
of each of Parent Group and Tronox Group from each functional area that is the
subject of Exhibits A and B (for such time as Service Terms within
such functional areas are in effect). 
The Steering Committee shall provide general oversight of the terms and
conditions of this Agreement and shall work in good faith to resolve any
disputes arising under this Agreement as set forth under Section 7. The
Operating Committee shall be responsible for the day-to-day operations related
to the implementation of the terms and conditions of this Agreement and the exhibits
hereto.  The initial Steering Committee
representatives shall be (i) for the Parent Group, Al Harris, Fran
Heartwell and John M. Rauh and
(ii) for Tronox Group, Tom Adams, Mary Mikkelson and Robert Y. Brown.  The initial Operating Committee
representatives shall be (i) for the Parent Group, Ray
Gonzales, Steve Miller and Ron McCauley and (ii) for Tronox Group, Mark Meadors, Candace Kahle,
Melody Walke, Bill Snider and Cliff Dolton. 
The initial Steering Committee and Operating Committee representatives
shall not be changed by either Group on less than ten (10) days’ prior
written notice to the Service Coordinator of the other Group. The Steering
Committee and Operating Committee representatives shall meet at least monthly
(or more frequently if needed) during the Term of this Agreement; provided, the members of the Steering Committee and the
Operating Committee may participate in meetings of such
committees by means of conference telephone, videoconferencing or other
communications equipment by means of which all persons participating in the
meeting can hear each other.
The Steering Committee and Operating Committee representative for each Group
shall stay reasonably apprised of the activities of the employees, agents and
contractors of such Group who are providing or receiving the Services in order
to maximize efficiency in the provision and receipt of the Services. Actions of
the Steering Committee shall require the approval of Steering Committee representatives
from each of the Parent Group and the Tronox Group.


 


Section 5.                                            Resources.  In connection with the Services, the
Receiving Party shall make reasonably available for consultation with the
Providing Party those retained employees and consultants or other service
providers of the Receiving Party reasonably necessary for the effective
provision of such Services.


 


Section 6.                                            Third
Parties.


 


(a)                                  The
Providing Party with respect to a particular Service shall make reasonably
available such personnel, facilities, equipment, systems and management as are
required to provide such Service. 
Subject to Section 4, the Providing Party shall have the right to
designate which such resources it shall assign to perform such Service and
shall have the right to remove and replace any such resources at any time or
designate any other members of its Group or a third party provider to perform
such Service; provided, however, that (i) the
Providing Party shall use commercially reasonable efforts to prevent the
disruption to the Receiving Party in the transition of the Service to different
resources or another provider and (ii) with respect to Services that are
not currently outsourced by a Providing Party to a third party, any
substitution of a third party provider in connection with the provision of such
Service shall be subject to the approval of the Steering Committee.  Notwithstanding the foregoing, each Providing
Party shall remain solely responsible, in accordance with the terms of this
Agreement, for the performance of any Service it is required to provide
hereunder.


 


(b)                                 With
respect to Services that are currently outsourced by Parent Group to third
parties, Parent Group shall reasonably assist the Tronox Group in seeking to
cause such third parties to provide such Services to the Tronox Group.  In the event Parent Group is not able


 


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to secure the
agreement of any third parties to provide Services to the Tronox Group, Parent Group
shall reasonably assist the Tronox Group in seeking to obtain substantially similar
services from another source
on substantially similar terms and conditions as those currently being
provided.


 


(c)                                  If,
and to the extent, required, the Tronox Group, on the one hand, and the Parent
Group, on the other hand, shall cooperate in good faith in seeking to obtain
any required transfer or assignment agreements or any other agreements
necessary to transfer contractual rights of the Parent Group, that existed
immediately prior to the Closing Date, to receive services or license software,
to the extent (i) such agreements or rights are necessary for the
provision of Services to the Tronox Group and (ii) such rights were
utilized by the Tronox Group prior to the Closing Date. 
Such agreements shall be in the name or for the benefit of the
applicable member, or members, of the Tronox Group.  The cooperation required hereunder shall be
included in the Service to which it is related. 
For the avoidance of doubt, the parties agree and acknowledge that a
Providing Party shall not be liable under this Agreement for any annual or
recurring fees, including without limitation license fees, or any maintenance
fees, support services fees, subscription fees or other costs relating to
ongoing use by a Receiving Party stemming from a transfer to such Receiving
Party pursuant to a Service hereunder.


 


(d)                                 A
Providing Party shall not enter into any agreement or contract with any third
party to provide any Services hereunder pursuant to which the Receiving Party
would remain obligated to such third party upon the conclusion of this
Agreement without such Receiving Party’s prior written consent, such consent
not to be unreasonably withheld, delayed or conditioned.


 


(e)                                  Without
prejudice to the obligations of the Parent Group under Section 3(b) and
Exhibit C of this Agreement, the Receiving Party shall be solely
responsible for acquiring or otherwise obtaining all assets and rights for
third party services not otherwise obtained as a result of the expenditure of
such Transition Costs, including without limitation, hardware, software,
information systems and other materials and third party services, reasonably
necessary in connection with the Separation of any Service as contemplated by
this Agreement.


 


Section 7.                                            Good
Faith Cooperation; Dispute Resolution.


 


(a)                                  The
parties shall cooperate in good faith in all matters relating to the provision
and receipt of the Services.  Such
cooperation shall include exchanging information, providing access to
personnel, equipment, office space, electronic systems and other property,
performing true-ups and adjustments and obtaining all consents, licenses,
sublicenses or approvals necessary to permit each party to perform its
obligations hereunder.


 


(b)                                 In
the event of a dispute under this Agreement, either Group may give notice to
the other Group requesting that the Steering Committee in good faith try to
resolve (but without any obligation to resolve) such dispute.  Not later than 10 days after said notice,
each Group shall submit to the other Group a written statement setting forth
such Group’s description of the dispute and of the respective positions of the
Groups on such dispute and such Group’s recommended resolution and the reasons
why such Group feels its recommended resolution is fair and equitable in light
of the terms and spirit of this Agreement. 
Such statements represent part of a good-faith effort to resolve a
dispute and as such, no statements prepared by a Group


 


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pursuant to
this Section 7 may be introduced as evidence or used as an admission
against interest in any arbitral or judicial resolution of such dispute.


 


(c)                                  If
the dispute continues unresolved for a period of five days (or such longer
period as the Steering Committee may otherwise agree upon) after the
simultaneous exchange of such written statements, then the Steering Committee
shall promptly commence good-faith negotiations to resolve such dispute but
without any obligation to resolve it. 
The initial negotiating meeting may be conducted by teleconference.


 


(d)                                 Not
later than seven days after the commencement of good-faith negotiations under Section 7(c) above:  (i) if the Steering Committee renders an
agreed resolution on the matter in dispute, then both Groups shall be bound
thereby; and (ii) if the Steering Committee does not render an agreed
resolution, then the dispute shall be submitted for resolution pursuant to Section 7(e).


 


(e)                                  Disputes
arising under this Agreement and not resolved by the Steering Committee within seven
days under clause (i) of Section 7(d) shall be submitted in
writing to an appropriate executive officer of each party.  The executive officers shall attempt to
resolve any dispute submitted to them for resolution in accordance with this Section 7(e) through
consultation and negotiation, within 30 days after such submittal (or such
longer period as may be mutually agreed by the parties).  The executive officers may request the
assistance of an independent mediator if they believe that such a mediator would
be of assistance to the efficient resolution of the dispute.


 


(f)                                    Subject
to Section 11(c), during the course of resolution of any dispute, the rights
and obligations of the parties under this Agreement, including with respect to
the subject matter of such dispute, shall continue.


 


(g)                                 If
the parties fail to resolve any dispute pursuant to this Section 7, then
the provisions of Section 18 shall apply.


 


Section 8.                                            Exceptions
to Providing Party’s Obligation to Perform.


 


(a)                                  The
Providing Party with respect to any Service shall not be required to provide
such Service to the extent the performance of such Service would require the
Providing Party to violate any applicable Law or would result in the breach of
any software license or other Contract with a Person not a member of the
Providing Party’s Group.  If the
Providing Party with respect to any Service reasonably determines that it is
unable to provide such Service in accordance with the terms hereof, the parties
shall cooperate to determine the best alternative approach.  Until such alternative approach is found or
the problem is otherwise resolved to the satisfaction of the parties, the
Providing Party shall use commercially reasonable efforts to continue to
provide such Service. To the extent the parties agree upon an alternative
approach that requires payment of amounts above and beyond what the Receiving
Party is required to pay under this Agreement for such Service, such excess
amounts shall be borne by the Receiving Party, or as otherwise agreed by the
parties.


 


(b)                                 Notwithstanding
anything to the contrary contained herein,


 


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(i)                                     if
the Receiving Party (A) elects to decommission, replace, modify or change
its information technology or communications systems or any other aspect of its
business relationship relating to a Service in a manner that prevents the
Providing Party from providing such Service as required hereunder (in the
understanding that the Receiving Party shall provide the Providing Party with
five (5) Business Days prior notice of any such election), or (B) fails
to acquire the hardware, software, information systems or other materials or
third party services reasonably necessary for the Separation of any Service
pursuant to Section 6(e) of this Agreement and such failure prevents
the Providing Party from providing such Service as required hereunder, then, in
each case, the Providing Party shall have no liability whatsoever with respect
to the effectiveness or quality of such Service and, following five (5) Business
Days prior written notice to the Receiving Party, shall be excused from the
performance of such Service;


 


(ii)                                  if
the Tronox Group is unable, despite the reasonable assistance of the Parent
Group in accordance with Section 6(b) of this Agreement and the good
faith cooperation of the Parent Group in accordance with Section 7(a) of
this Agreement, to secure the agreement of third parties with whom Parent Group
has outsourced certain Services to provide such Services to the Tronox Group,
the Parent Group shall have no liability whatsoever with respect to the
effectiveness or quality of any Service that is prevented, hindered, or delayed
thereby and, following five (5) Business Days prior written notice to the
Receiving Party, shall be excused from the performance of such Service; and


 


(iii)                               if
the Tronox Group is unable, despite the good faith cooperation of the Parent
Group in accordance with Sections 6(c) and 7(a) of this Agreement, to
obtain any required transfer or assignment agreements or any other agreements
necessary to transfer contractual rights of the Parent Group, that existed
immediately prior to the Closing Date, the Parent Group shall have no liability
whatsoever with respect to the effectiveness or quality of any Service that is
prevented, hindered, or delayed thereby and, following five (5) Business
Days prior written notice to the Receiving Party, shall be excused from the
performance of such Service; and


 


(iv)                              the
Parent Group may suspend performance and the Tronox Group’s access to
information technology or communications systems used by the Parent Group if,
in the Parent Group’s reasonable judgment, the integrity, security or
performance of such systems, or any data stored thereon, is being or is likely
to be jeopardized by the activities of any member of the Tronox Group, its
employees, agents, representatives or contractors.


 


Section 9.                                            Payment
and Audit Rights.


 


(a)                                  Generally.  In consideration of each Service provided
hereunder, during the Term of this Agreement, the Receiving Party shall pay the
Providing Party, on a monthly basis, an amount equal to the Service Costs
attributable to the Services provided by the Providing Party during the prior
month period.  Upon a material reduction
in the Services to be provided to the Receiving Party by the Providing Party
(through Separation), such payment amounts shall be commensurately
reduced.  With respect to any particular
Service, if any, requiring additional payment by the Receiving Party, the
Receiving Party shall pay the Providing Party in accordance with the
specifications set forth on the exhibit describing such Service.  To the extent that during


 


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the Term of
this Agreement the parties mutually agree to modify, amend, delete or add to
the Services, the parties shall cooperate to determine in good faith an
equitable adjustment to the amounts paid by the Receiving Party to the
Providing Party.


 


(b)                                 Invoices.  With respect to the Services actually
provided, the Providing Party shall invoice the Receiving Party on a monthly
basis for all amounts due the Providing Party hereunder with respect to such
Services. For the avoidance of doubt, it is hereby understood that, unless
mutually agreed in writing amongst the parties hereto, amounts due hereunder
shall consist solely of Service Costs. Such invoices shall be accompanied by a
reasonable accounting of all invoiced amounts, all third party invoices and
receipts related to such invoiced amounts and such other supporting documentation
as may be reasonably requested by the Receiving Party.


 


(c)                                  Payment.  Each party shall pay the other party for any
properly invoiced amounts within 30 days of receipt of the invoice and other
information required by Section 9(b); provided, however,
that if such paying party shall have a bona fide dispute with the amount
invoiced, then such paying party shall pay only the undisputed amount at such
time and the parties shall seek to resolve such dispute in accordance with Section 7
of this Agreement. All payments hereunder shall be made by deposit of United
States Dollars in the requisite amount to such bank account as the party
receiving such payment may from time to time designate by notice to the paying
party.  Late payments of undisputed
amounts shall bear interest at the published one-month LIBOR Rate plus 2% per
annum.


 


(d)                                 Audit
Rights.  With respect to a particular
Service, the Receiving Party shall have the right to audit the financial and
other records of the Providing Party and any member of the Providing Party’s
Group related to the provision of such Service, the systems and undertakings (including
testing protocols) used to provide such Service and the incurrence of
Transition Costs; provided, however,
that such right to audit shall exist only for so long as such financial or
other records are retained by the Providing Party under its records retention
policies or practices; provided, further, that such
financial and other records shall be retained for a minimum of two years after
the termination of this Agreement.  If
any such audit reveals any excess amounts paid by the Receiving Party, the
Providing Party shall, promptly after receipt of the results of such audit, (a) pay
to the Receiving Party any such excess amounts, with interest from the date of
payment due at the published one-month LIBOR Rate plus 2% per annum, and (b) if
such excess amounts represent more than 2% of the total amount actually owed
under this Agreement with respect to such Service, reimburse the Receiving
Party for the reasonable out-of-pocket cost of such audit.


 


(e)                                  Taxes.  Any taxes (other than Transfer Taxes) assessed
on the provision of any Service hereunder shall be included in the Service
Costs of such Services.


 


Section 10.                                      Confidentiality.


 


(a)                                  With
respect to any Service, the Receiving Party with respect thereto agrees that (i) all
software, hardware or data store, procedures and materials provided to such
Receiving Party by or on behalf of the Providing Party in connection with such
Service are solely for the use of the Receiving Party and members of its Group solely
for purposes of using such Services during the Term (provided that benefits
received by third parties in the ordinary course of business conducted with a
Receiving Party shall not be subject to this Section 10); (ii) title
to


 


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any software,
hardware or data store or any other intellectual property or proprietary right
of any kind used in performing such Service shall, as between such Receiving
Party and the Providing Party, remain in the Providing Party; (iii) such
Receiving Party shall not copy, modify, reverse engineer, decompile, distribute
or in any way alter or make derivative works of any software, hardware or data
store used in performing such Service without the Providing Party’s prior
written consent, and (iv) such Receiving Party shall comply with any and
all usage guidelines pertaining to any Service and provided by or on behalf of
a Providing Party, including without limitation, any and all usage guidelines
pertaining to software, data, or other intellectual property or proprietary
rights. Notwithstanding the foregoing, (x) the hardware and software licenses
set forth in Schedules 2.2(j), 2.2(k) and 2.2(l) shall not be subject to this Section 10(a) (and
the Tronox Group shall be solely responsible for complying with all terms and
conditions applicable to such hardware and software licenses) and (y) any
software, hardware, data store, procedures or materials purchased for the
Receiving Party pursuant to Section 3(b) of this Agreement in
connection with the Separation of a Service or the independent functionality of
the Receiving Party, and any assets acquired or purchased by a Receiving Party
for its own account, shall not be subject to this Section 10(a).


 


(b)                                 Each
party shall use the other party’s data solely to exercise its rights or perform
its obligations, as applicable, under this Agreement.  No party shall sell, assign, lease,
disseminate or otherwise dispose of any of the other party’s data received or
accessed as a consequence of the receipt or performance of Services pursuant to
this Agreement.  No party shall possess
or assert any property interest in, or any lien, security interest or other
right against or to, any of the other party’s data, and each party shall afford
to the other party’s data the same level of security that is afforded to its
own data.  Nothing in this Agreement or
in the performance or use of the Services hereunder shall be deemed to
transfer, assign or otherwise convey any rights, title or interests in or to
any intellectual property or proprietary rights of one party to the other party; provided, however, each party shall grant to the other
party a non-exclusive, limited purpose, non-transferable, non-assignable, non-sublicenseable
license to any intellectual property set forth in Schedule 2.2(m)
of Exhibit A and any software interfaces owned exclusively and developed
in-house by the Providing Party and used to provide Services hereunder
(collectively, the “Licensed Intellectual
Property”), to the extent such intellectual property license is
necessary, in the case of a Receiving Party, to utilize the Services in
accordance with this Agreement, and in the case of a Providing Party, such
license is necessary to perform its obligations under this Agreement, which
license shall terminate on the earlier of the date (x) the party granting such
license shall no longer have the right to license such Licensed Intellectual
Property as contemplated herein, and (y) the recipient of such license ceases
to use such Licensed Intellectual Property in connection with the Services
described in this Agreement in the manner expressly contemplated and described
in this Agreement. Each party expressly reserves all rights, title and
interests in and to its intellectual property that are not licensed in
accordance with this Agreement.   Each
party shall not possess or assert any interest in or any lien or security
interest or other right against or to any of the other party’s intellectual
property beyond any licenses granted pursuant to this Agreement.  Notwithstanding any other provision of this
Agreement, each party shall be free to use for itself and for others, in any
manner, the general knowledge, skill or experience acquired by that party in
the course of the performance of this Agreement, including using that knowledge
for any present or future customer or other business partner.


 


10





















 


(c)                                  The
parties hereto acknowledge that, pursuant to the mutual provision of Services
or as a result of the transfer of certain business operations and assets
(including information technology, software and hardware) contemplated by the
Master Separation Agreement, each Group shall possess or have access (intentionally
or inadvertently) to information that belongs to the other Group or has
commercial value in that other Group’s business, and is not in the public
domain, including information relating to its customers, suppliers, finances,
operations, facilities and markets (“Confidential Information”).  Neither Group shall disclose, use, sell,
assign, lease or otherwise dispose of the other Group’s Confidential
Information, except as otherwise expressly permitted by this Agreement or the Master
Separation Agreement. A Providing Party hereunder shall not, and shall use its
commercially reasonable efforts to ensure that Providing Party’s employees,
contractors and other agents do not use the Services to access any of a
Receiving Party’s Confidential Information that is outside the scope of the
Service provided.  Nothing in this Section 10(c) shall
be construed as obligating any party hereto to disclose its Confidential
Information to any other party, or as granting to or conferring on another
party, expressly or by implication, any rights or license to its Confidential
Information, provided that the parties acknowledge that, in order to perform
the Services, a Providing Party shall have custody of and usage of certain of a
respective Receiving Party’s Confidential Information and each party hereby
grants to each other party acting as a Providing Party to it the right to do so
in accordance with this Agreement.


 


(d)                                 Notwithstanding
Section 10(c), Information is not Confidential Information to the extent
that: (i) the Information is or becomes publicly available through no
fault of the party which received the Information from the other party, (ii) the
same Information is rightfully in the possession of a party prior to receipt of
that Information from another party; provided, however
that Tronox Group Information or data that is in the Parent Group’s possession
prior to the Closing Date and is otherwise Confidential Information of the Tronox
Group shall be Confidential Information, (iii) the same Information is
independently developed (without the use of another party’s Confidential
Information) by the party which received that information from such other
party, or (iv) the same Information becomes available to a party on a
non-confidential basis from a source other than another party hereto, which
source, to the knowledge of the disclosing party, is not prohibited from
disclosing that information by a legal, contractual or fiduciary obligations to
the party about whom such Information pertains.


 


(e)                                  Notwithstanding
Section 10(c), a party hereto shall not have violated the terms of this Section 10
for disclosing Confidential Information:


 


(i)                                     to
third parties performing services required under this Agreement where (A) 
use of that Confidential Information by that third party is authorized under
this Agreement; or (B) disclosure is reasonably necessary or typically
occurs in the natural course of the third party’s duties; provided,
in each case, that the third party has executed
a written confidentiality agreement under which the third party is obligated to
maintain the confidentiality of the Confidential Information in a manner substantially
equivalent to this Agreement;


 


(ii)                                  in
order to comply with any applicable Laws, provided that
as soon as practicable and legally permitted the disclosing party shall notify
the party whose Confidential Information was or is to be disclosed of the
disclosure or possible disclosure under this subsection; or


 


11





















 


(iii)                               to
the disclosing party’s independent auditors under an obligation of
confidentiality.


 


Section 11.                                      Term.


 


(a)                                  The
term of this Agreement (the “Term”) shall
commence on the date hereof, and, unless earlier terminated in accordance with Section 11(b),
shall continue until the first anniversary of the Closing Date.  This agreement may only be extended by written
agreement of the parties as evidenced by the signature of authorized
representatives of such parties.


 


(b)                                 Notwithstanding
the foregoing, the commencement dates and, if sooner than the first anniversary
of the Closing Date, the termination dates of any Service shall be as set forth
in the applicable exhibit; provided, however,  that where such dates are not specified in the
exhibits, the term of a Service shall coincide with the term of this Agreement;
provided, further, that the Receiving
Party with respect to any Service may terminate the term of such Service upon
thirty (30) days notice to the Providing Party.


 


(c)                                  Notwithstanding
anything to the contrary set forth in this Agreement, if any party hereto
defaults in any of its material obligations with respect to a Service
hereunder, and such default is not cured within 30 days after the resolution,
pursuant to Section 7, of a dispute entered as a result of such default,
the party not in default shall be entitled, without prejudice to any of its
other rights conferred on it by this Agreement, and in addition to any other
remedies available to it by law or in equity, to terminate its obligations with
respect to such Service.


 


Section 12.                                      Consequences
of Termination.


 


(a)                                  Termination
or expiration of this Agreement for any reason shall be without prejudice to
any rights that shall have accrued to the benefit of a party prior to such
termination or expiration.  Such
termination, relinquishment, or expiration shall not relieve a party from
obligations that are expressly indicated to survive the termination or
expiration of this Agreement.


 


(b)                                 Upon
termination or expiration of this Agreement, each party, at the request of the
other, shall return all relevant records and materials in its possession or
control containing or comprising the other party’s Information and to which the
returning party does not retain rights hereunder (except one copy of which may
be retained in such files for archival purposes).


 


Section 13.                                      Disclaimer of
Warranties.  EACH PARTY EXPRESSLY
DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, NO ENCUMBRANCES, SYSTEM INTEGRATION,
ACCURACY, WORKMANLIKE EFFORT AND WARRANTIES ARISING THROUGH COURSE OF DEALING
OR USAGE OF TRADE.  NEITHER PARTY MAKES
ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, AVAILABILITY,
RELIABILITY, SECURITY, PERFORMANCE OR ADEQUACY OF THE SERVICES.


 


12





















 


Section 14.                                      Damages.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY HERETO SHALL BE
LIABLE TO ANY OTHER PARTY HERETO (INCLUDING ITS RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS THE CASE MAY BE, HEREUNDER) FOR
ANY LOSSES THAT ARE NOT REASONABLY FORESEEABLE OR ANY DAMAGES FOR THE LOSS OF
PROFITS, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, OR THE LOSS OF OR DAMAGE TO
DATA OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES
ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION OR ANY TRANSACTION
CONTEMPLATED BY THIS AGREEMENT, WHETHER FOR BREACH OF REPRESENTATION OR
WARRANTY OR COVENANT OR OTHER AGREEMENT OR ANY OBLIGATION ARISING THEREFROM OR
OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING GROSS
NEGLIGENCE, NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.  EACH PARTY HERETO HEREBY WAIVES ANY CLAIMS
THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.


 


Section 15.                                      Indemnification.
The Providing Party with respect to a particular Service shall not have any
liability to the Receiving Party with respect thereto for the furnishing of or
failure to furnish such Service hereunder, including for Liabilities arising
out of the gross negligence or willful misconduct of the Providing Party or a
member of its Group.  The Receiving Party
shall indemnify, defend and hold harmless the Providing Party and each of its Affiliates
and each of their respective officers, directors, employees, stockholders,
agents and representatives (each an “Indemnitee”) in
respect of all Liabilities related to, arising from, asserted against or
associated with any Service.


 


Section 16.                                      Subrogation.  If any liability arises from the performance
of any Service hereunder by a third party contractor, the Receiving Party with
respect to such Service shall be subrogated to such rights, if any, as the
Providing Party may have against such third party contractor.


 


Section 17.                                      Counterparts;
Entire Agreement.


 


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


 


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


 


13





















 


Section 18.                                      Governing Law;
Jurisdiction; Jury Trial Waiver.


 


(a)                                  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York without giving effect to principles of conflicts of laws
thereof.


 


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


 


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


 


Section 19.                                      Assignability.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
permitted assigns; provided, however, that, without prejudice to the provisions of Section 6
of this Agreement, no party hereto may assign its respective rights or delegate
its respective obligations under this Agreement without the express prior
written consent of the other parties hereto, except that any party may assign
any of its rights or obligations under this Agreement to any member of its
Group without the prior written consent of the other party.


 


Section 20.                                      Third Party
Beneficiaries.


 


(a)                                  Except
for the indemnification rights under this Agreement of any Indemnitee in its
capacity as such, (a) the provisions of this Agreement are solely for the
benefit of the parties hereto and are not intended to confer upon any other any
rights or remedies hereunder and (b) there are no third party
beneficiaries of this Agreement and this shall not provide any third person
with any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.


 


(b)                                 Unless
otherwise expressly provided herein (other than in the ordinary course of
business of the Receiving Party), (i) each Service shall be provided
solely for the benefit of the applicable Receiving Party and members of its
Group and (ii) no party may sell, transfer, assign or otherwise use the
Services provided to it hereunder or its right to receive such Services, in
whole or in part, for the benefit of any Person other than a member of its
Group.


 


Section 21.                                      Notices.  All notices or other communications under
this Agreement shall be in writing (including by telecopy) and shall be deemed
to be duly given or made when delivered, or, in the case of telecopy, when
received, addressed as follows or to such other address as may be hereafter
notified by the respective party:


 


14





















 


	
  To Parent or
  any

  member of the

  Parent Group:

  	
   

  	
  Kerr-McGee
  Corporation

  Kerr-McGee Worldwide Corporation

  Kerr-McGee Center

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-3649

  Attention:   General Counsel

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Covington &
  Burling

  1330 Avenue of the Americas

  New York, New York 10019

  Facsimile:   212-841-1010

  Attention:   Scott F. Smith

  
	
   

  	
   

  	
   

  
	
  To Tronox or
  any

  member of the

  Tronox Group:

  	
   

  	
  Tronox
  Incorporated

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-4504

  Attention:   Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Tronox
  Incorporated

  123 Robert S. Kerr Avenue

  Oklahoma City, Oklahoma 73102

  Facsimile:   405-270-4101

  Attention:   General Counsel

  



 


Section 22.                                      Independent
Contractor.  At all times during the term of this Agreement, the
Providing Party shall be an  independent
contractor in providing the Services hereunder with the sole right to
supervise, manage, operate, control and direct the performance of the Services
and the sole obligation to employ, compensate and manage its employees and
business affairs.  Nothing contained in
this Agreement shall be deemed or construed to create a partnership or joint venture,
to create the relationships of employee/employer or principal/agent, or
otherwise create any liability whatsoever of any party with respect to the
indebtedness, Liabilities, obligations or actions of the other party or any of
its respective officers, directors, employees, stockholders, agents or
representatives, or any other person or entity.


 


Section 23.                                      Severability.  If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon such a suitable and
equitable provision to effect the original intent of the parties.


 


Section 24.                                      Force Majeure.  The Providing Party shall not be in default
hereunder by reason of any failure or delay in the performance of its obligations
hereunder where such failure or delay is due to any cause beyond its control,
including strikes, labor disputes, civil


 


15





















 


disturbances,
riot, rebellion, invasion, epidemic, hostilities, war, embargo, natural
disaster, acts of God, flood, fire, sabotage, accident, delay in
transportation, loss and destruction of property, intervention by Governmental Authorities,
change in laws, regulations or orders, other events or any other circumstances
or causes beyond the Providing Party’s control. In the event that any Providing
Party reasonably expects a failure or delay in the performance of its
obligations hereunder, such Providing Party shall promptly notify the Receiving
Party of such expectation and shall set forth in such notice, if practicable,
such Providing Party’s reasonable estimate of the nature, extent and duration
of such expected failure or delay. Notwithstanding anything to the contrary
contained herein, any Providing Party that experiences any shortage,
interruption, delay inadequacy or limitation in the availability of any of the
Services (by reason of force majeure or otherwise) and is unable to fulfill the
Receiving Party’s requirements for those Services shall ensure that the
Receiving Party is treated no less favorably than any member of the Providing
Party’s Group in the allocation by the Providing Party between such Group
members and the Receiving Party of such affected Services.


 


Section 25.                                      Headings.  The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.


 


Section 26.                                      Survival.  The provisions of Sections 9, 10 (other than
the licenses granted thereunder), as well as the related provisions of
Sections 12 through 28, shall survive the expiration or earlier
termination of this Agreement for any reason whatsoever.


 


Section 27.                                      Amendments.  No provisions of this Agreement shall be
deemed waived, amended, supplemented or modified by any party, unless such
waiver, amendment, supplement or modification is in writing and signed by the
authorized representative of the party against whom it is sought to enforce
such waiver, amendment, supplement or modification.


 


Section 28.                                      Interpretation.  Words in the singular shall be held to
include the plural and vice versa and words of one gender shall be held to
include the other genders as the context requires. The terms “hereof”, “herein”,
and “herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement  as
a whole (including all of the Schedules and Exhibits hereto) and not to any
particular provision of this Agreement. Article, Section, Exhibit and Schedule references
are to the Articles, Sections, Exhibits and Schedules to this Agreement unless
otherwise specified. The word “including” and words of similar import when used
in this Agreement shall mean “including, without limitation,” unless the
context otherwise requires or unless otherwise specified. The word “or” shall
not be exclusive.


 


16





















 


IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered as of the day and year first above written.


 


	
   

  	
  KERR-MCGEE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  M. Wohleber

  	
   

  
	
   

  	
  Name: Robert
  M. Wohleber

  
	
   

  	
  Title: Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KERR-MCGEE
  WORLDWIDE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  M. Wohleber

  	
   

  
	
   

  	
  Name: Robert
  M. Wohleber

  
	
   

  	
  Title: Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRONOX
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  W. Adams

  	
   

  
	
   

  	
  Name: Thomas
  W. Adams

  
	
   

  	
  Title: Chief
  Executive Officer

  



 





















 


EXHIBIT A


 


Services
Provided by Parent Group to Tronox Group


 


1.              Accounting
and Finance Matters


 


1.1                               Accounts
Payable


 


1.1.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to provide information
technology systems hosting services in respect of accounts payable functions.


 


1.1.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 1.1 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


1.1.3                     Systems.  For the purposes of this Section 1.1, Parent
Group shall share and permit access to its systems and data and shall provide
the Tronox Group with information and processing promptly and in conformance
with the standards set forth in the Agreement.


 


1.2                               Credit
Accounting 


 


1.2.1                     Start
Date.  Beginning on the Closing Date
and subject to the terms and conditions of this Agreement, Parent Group shall use
commercially reasonable efforts to transfer to the Tronox Group the Dun &
Bradstreet credit analysis system.


 


1.2.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 1.2 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


1.2.3                     Services.
Subject to provisions of applicable law and contracts, Parent Group shall
provide to the Tronox Group a full listing of customer accounts, approved credit limits and
relevant Parent Group files and documentation related to the business credit
function of the Tronox Group.


 


1.3                               Payroll
/ Employee Benefits / Human Resources 


 


1.3.1                     Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to assist the Tronox Group with respect to general
accounting services with respect to payroll and employee benefits matters.


 


1.3.2                     End
Date.  Parent Group’s obligations pursuant
to this Section 1.3 shall continue until the earlier of Separation or the
first anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


1.3.3                     Services.
Subject to the terms and conditions of the Agreement, Parent Group’s services
provided pursuant to this Section 1.3 shall include the following:


 


A-1





















 


(a)                                  Parent
Group shall share with the Tronox Group systems implemented and in production for
the Tronox Group as of the Closing Date.


 


(b)                                 Payroll
administration


 


(c)                                  Benefits
administration


 


1.4                               General
Accounting


 


1.4.1                     Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to assist the Tronox Group with respect to general
accounting services, including general accounting services necessary for Tronox
Group to comply with its SEC obligations.


 


1.4.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 1.4 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


1.4.3                     Services.
Subject to the terms and conditions of this Agreement, beginning on the Closing
Date, Parent Group shall make reasonably available its general accounting
personnel for consultation on matters relating to or affecting the Tronox Group
or any of its members and on which such personnel have relevant familiarity or
expertise and provide information technology hosting in respect of general
accounting matters.


 


1.5                               Tax
Matters Relating to Employee Benefit Plans, Ad Valorem and other Tax Items


 


1.5.1                     Start
Date. Beginning on the Closing Date, Parent Group shall cooperate with the Tronox
Group in obtaining tax compliance for the Tronox Group.


 


1.5.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 1.5 shall continue until the earlier of
Separation or the first anniversary of the Closing Date, unless extended in
accordance with Section 11 of the Agreement.


 


1.5.3                     Services.  Subject to the terms and conditions of the
Agreement, Parent Group shall provide the following services and assistance to
the Tronox Group:


 


(a)                                  Access
to information regarding legacy plans, including any savings plans worldwide,
employees and the tax and accounting treatment thereof, including authority to
consult with current and former third-party providers in connection with such
information.


 


(b)                                 Preparation
of W-2 information for employees of the Tronox Group with respect to the period
prior to Closing if requested.


 


(c)                                  Consultation
and access to Parent Group’s current and former internal and third-party
providers in connection with Plans and employees.


 


A-2





















 


(d)                                 Assistance
with, and access to records in connection with, ad valorem tax matters.  Assistance in the collection and transfer of
related historical data to Tronox Group or designated service provider.


 


(e)                                  Additional
assistance, and access to records, in regard to other tax matters pursuant to
historical practices.


 


1.6                               Internal
Audit Matters


 


1.6.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to assist the Tronox
Group with respect to internal audit matters.


 


1.6.2                     End
Date. Parent Group’s obligations pursuant to this Section 1.6 shall
continue until  the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


1.6.3                     Services.
Subject to the terms and conditions of the Agreement, Parent Group shall permit
access to information systems with respect to retained properties as necessary
for the completion of the auditing activities subject of this Section 1.6
and to personnel for consultation with respect to such matters and Parent Group
shall permit the use of its systems for the collection, processing and
reporting of such audits.


 


1.7                               Access
to Accounts, Bank Systems and Funds


 


1.7.1                     Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to assist the Tronox Group with respect to the coordination
of transferred accounts and bank systems.


 


1.7.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 1.7 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


1.7.3                     Services.  Subject to the terms and conditions of the
Agreement, Parent Group’s services provided pursuant to this Section 1.7
shall include the following:


 


(a)                                  Parent
Group shall cooperate with the Tronox Group in facilitating access to
information and transactions involving bank accounts and bank systems
transferred, or intended to be transferred, to the Tronox Group pursuant to the
transactions contemplated by the Master  Separation
Agreement or containing or receiving funds so transferred to the Tronox Group
or otherwise belonging to the Tronox Group.


 


(b)                                 Parent
Group shall permit the Tronox Group access to information regarding accounts of
Parent Group limited to transactions therein which involve funds relating to
the Tronox Group whether prior to, or after, the Closing.


 


A-3





















 


(c)                                  If
an account is used by both the Tronox Group and the Parent Group as of the date
hereof, a new bank account shall be created for the benefit of, and in the name
of, the Tronox Group, or certain of its members, as applicable.  Such accounts shall replicate the accounts in
use by the Tronox Group as of the Closing Date. 
If any such accounts are created after the Closing, funds attributable
to the Tronox Group in accounts which are being replicated shall be transferred
to such new accounts upon the establishment of such new accounts.


 


(d)                                 Prior
to the closing, Parent Group shall facilitate the preparation of appropriate
account or bank system transfer documentation, such transfers to be effective
as of the Closing Date or as soon as practicable thereafter.  Subsequent to the Closing Date, Parent Group
shall make its personnel available for consultation and shall execute documents
or assign authority to the Tronox Group where necessary to allow the Tronox
Group to complete any account or bank system transfers.


 


1.8                               Stray
Funds


 


1.8.1                     Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to assist the Tronox Group in the directing of funds
intended to be remitted to the Tronox Group.


 


1.8.2                     Services.  In the event that remittances received into
Parent Group bank accounts relate to sales or services provided by the Tronox
Group (or otherwise intended for the Tronox Group), Parent Group shall promptly
segregate such remittance amounts and whenever the balance of such amounts
exceeds $100,000 or once a week, whichever occurs first, Parent Group shall
remit by wire transfer
the balance collected on behalf of the Tronox Group to the Tronox Group.


 


1.9                               Migration
of Fleet Rental Services


 


1.9.1                     Start
Date.  Beginning on the date hereof, Parent
Group shall use commercially reasonable efforts to cause (or assist, as
applicable) the Tronox Group to have Separation with respect to the fleet
rental services available to the Tronox 
Group as of the date hereof (the “Fleet Rental Services”).


 


1.9.2                     End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.9
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.9 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.9.3                     Services.  Parent Group’s services provided pursuant to
this Section 1.9 shall include the following:


 


(a)                                  Establishment
of a separate account, or accounts, for the Tronox Group with respect to the
Fleet Rental Services.


 


A-4





















 


(b)                                 Provide
surety, guarantee, or other credit support or assurance for the Tronox Group’s
obligations pursuant to the Fleet Rental Services as, and for such time, as
reasonably required by the Fleet Rental Services’ service providers.


 


1.10                        Fleet
Rental Services


 


1.10.1              Start
Date. Beginning on the Closing Date, Parent Group shall provide fleet
rental services to the Tronox Group.


 


1.10.2              End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.10
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.10 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.10.3              Services.  Parent Group shall permit the use by Tronox
Group personnel of Parent Group’s fleet rental services as existing and under
the terms applicable as of the date hereof. 
Parent Group shall process the charges and use of such fleet rental
services and shall present to the Tronox Group an accounting of any charges
made on behalf of the Tronox Group after the Closing Date for reimbursement
thereof.


 


1.10.4              Applicable
Service Costs.  Reimbursement
amounts, as set forth in Section 1.10.3, shall be included, without
duplication, in Service Costs.


 


1.11                        Migration
of American Express Travel Charge Cards and Travel Service


 


1.11.1              Start
Date.  Beginning on the date hereof, Parent
Group shall use commercially reasonable efforts to cause (or assist, as
applicable) the Tronox Group to have Separation with respect to the American
Express Travel Charge Card services and American Express Travel services
(together, the “AMEX Services”) available to the
Tronox Group as of the date hereof.


 


1.11.2              End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.11
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.11 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.11.3              Services.  Parent Group’s services provided pursuant to
this Section 1.11 shall include the following:


 


(a)                                  Establishment
of a separate account, or accounts, for the Tronox Group with respect to the
AMEX Services.


 


(b)                                 Provide
surety, guarantee, or other credit support or assurance for the Tronox Group’s
obligations pursuant to the AMEX Services as, and for such time, as reasonably
required by the AMEX Services’ service providers.


 


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1.12                        Travel
and Entertainment Expense Reporting


 


1.12.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to provide travel and
entertainment expense reporting and processing services to the Tronox Group.


 


1.12.2              End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.12
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.12 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.12.3              Services.  Parent Group’s services provided pursuant to
this Section 1.12 shall include the following:


 


(a)                                  Parent
Group shall permit the use by Tronox Group personnel of American Express travel
charge cards and American Express Travel services under the terms applicable as
of the date hereof.


 


(b)                                 Parent
Group shall process the charges and use of such cards and services and shall
present to the Tronox Group an accounting of any charges for payment made on
behalf of the Tronox Group after the Closing Date until Separation for
reimbursement thereof.


 


1.12.4              Applicable
Service Cost.  Reimbursement amounts,
as set forth in Section 1.12.3(b), shall be included, without duplication,
in Service Costs.


 


1.13                        Migration of Procurement Card Services


 


1.13.1              Start
Date.  Beginning on the date hereof, Parent
Group shall use commercially reasonable efforts to cause (or assist, as
applicable) the Tronox Group to have Separation with respect to the procurement
card services available to the Tronox Group 
as of the date hereof (the “Procurement Card Services”).


 


1.13.2              End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.13
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.13 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.13.3              Services.  Parent Group’s services provided pursuant to
this Section 1.13 shall include, without limitation, the following:


 


(a)                                  Establishment
of a separate account, or accounts, for the Tronox Group with respect to the
Procurement Card Services.


 


A-6





















 


(b)                                 Provide
surety, guarantee, or other credit support or assurance for the Tronox Group’s
obligations pursuant to the Procurement Card Services as, and for such time, as
reasonably required by the Procurement Card Services’ service providers.


 


1.14                        Procurement
Card Management


 


1.14.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to provide procurement
card reporting and processing services to the Tronox Group.


 


1.14.2              End
Date.  Parent Group shall use
commercially reasonable efforts to complete the Services set forth in this Section 1.14
within 180 days after the Closing Date; provided Parent
Group’s obligations pursuant to this Section 1.14 shall continue until the
earlier of Separation or the first anniversary of the Closing Date, unless
extended in accordance with Section 11 of the Agreement.


 


1.14.3              Services.
Parent Group’s services to be provided to the Tronox Group pursuant to this Section 1.14
shall include, without limitation:


 


(a)                                  Parent
Group shall permit the use by Tronox Group personnel of procurement charge
cards under the terms applicable as of the date hereof.


 


(b)                                 Parent
Group shall process the charges and use of such cards and shall present to the Tronox
Group an accounting of any charges made on behalf of the Tronox Group after the
Closing Date for reimbursement thereof.


 


1.14.4              Applicable
Service Cost.  Reimbursement amounts,
as set forth in Section 1.14.3(b), shall be included, without duplication,
in Service Costs.


 


1.15                        Forecasting
Services


 


1.15.1              Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to provide forecasting services (but not budgeting services)
with respect to shared costs for IM&T to the Tronox Group.


 


1.15.2              End
Date.  Parent Group’s obligations
pursuant to this Section 1.15 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


1.16                        Accounting
Testing.  Parent Group and Tronox
Group shall use commercially reasonable efforts to test and demonstrate a full
accounting close of the financial books of the Tronox Group consistent with historical
practices and reports, including, but not limited to, income statements and
balance sheets.  It is understood and
agreed that, notwithstanding any provision to the contrary in this Agreement,
the Tronox Group shall be exclusively responsible for complying with the
requirements of the Sarbanes Oxley Act of 2002 (including with respect to its
testing of internal controls and disclosure controls).


 


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2.              Information Management &
Technology.


 


For purposes hereof, the following provisions
shall be known, collectively, as the “IT Separation Standards”
and, unless otherwise provided herein, shall apply to the provision of all
Services described in Section 2 of this Exhibit A:


 


(a)                                  Start
Date.  On or prior to the Closing
Date, Parent Group shall commence commercially reasonable efforts to segregate,
install, implement and provide consulting services for transferred software and
applications set forth in Schedule 2.2(j) (including hardware, enterprise
software and required applications, each an “IT System”),
in each case if and to the extent owned by the Parent Group and utilized by
Tronox Group in its global production environment, as of the date hereof.


 


(b)                                 End
Date.  Parent Group’s obligation
pursuant to Section 2 of this Exhibit A shall end on the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


(c)                                  Personnel.  In connection with the Services to be
provided pursuant to Section 2 of this Exhibit A, beginning on the
Closing Date, each Group shall make reasonably available for consultation with
the other Group those retained employees and consultants or other service
providers of such Group as are reasonably necessary for the provision of such
Services.


 


(d)                                 System
Test.  Parent Group and Tronox Group
shall test each IT System for successful functionality and shall use
commercially reasonable efforts to demonstrate functionality consistent with
historical functionality.  Such testing
shall be conducted by Parent Group and Tronox Group in cooperation with each
other and results of such testing, accompanied by proposed follow-up action,
shall be shared by the Tronox Group and Parent Group.  In the event that such tests and demonstrations
are not deemed successful, the parties’ obligations under this paragraph shall
continue, and such tests shall be repeated at intervals of not more than 15
days, until such time as such tests are successful.  The parties agree that a test of an IT System
shall be deemed successful when such IT System operates, on a stand-alone
basis, in a manner consistent with its operation immediately prior to the
Closing Date.  Once such tests are deemed
successful in accordance with the terms of this paragraph, Parent Group’s
obligations under Section 2 of this Exhibit A shall terminate.


 


2.1                               Elements
of IT System Migration and Replicating. 
Subject to the terms and conditions of this Agreement, the Parent Group
shall take the following steps in connection with the migration and replication
of each IT System:


 


(a)                                  Hardware.  Certain servers, terminals, network
equipment, data storage systems and additional hardware related to each IT
System shall be segregated for the exclusive use of the Tronox Group and each
IT System shall be installed, developed and tested thereon.  Such segregated hardware shall be integrated
into


 


A-8





















 


the other
information technology systems that the Parent Group has migrated and
replicated for the Tronox Group in accordance with this Agreement.


 


(b)                                 Software.  All necessary software shall be installed on
the segregated hardware for the complete and independent operation of each IT
System.


 


(c)                                  Data.  All data, reasonably required, subject to the
Parent Group’s records retention policy, for the operation of each IT System by
the Tronox Group, including existing information with respect to historic
operations of the Tronox Group (including historic data and records of all
businesses, including prior businesses, and their transaction details).


 


(d)                                 System
Integration.  The Parent Group shall
assist the Tronox Group in  integrating
each IT System with the other IT Systems that Parent Group migrates and
replicates for the Tronox Group in accordance with this Agreement.


 


(e)                                  System
Modules and Applications. System modules and applications implemented by the Parent
Group for the benefit of the Tronox Group shall be migrated to the Tronox
Group.


 


2.2                               Information
Technology Systems Migration


 


Services.
 Beginning on the Closing Date, Parent
Group shall provide the following services in accordance with the IT Separation
Standards:


 


(a)                                  Deliver
(as necessary), configure and install IT System components as required for
Separation pursuant to this Exhibit A.


 


(b)                                 Jointly
with the Tronox Group, appoint
qualified project managers to manage the transition and Separation
projects.


 


(c)                                  Jointly
with the Tronox Group, develop detailed transition plans for infrastructure,
applications and business processes.


 


(d)                                 Load
pertinent shared applications, databases and data onto Tronox Group hardware
and prior to loading, conduct
appropriate tests jointly with Tronox Group personnel to check whether such
shared applications and data are fully operational in connection
with the comparable hardware and software as used in the Tronox Group systems
and applications that the Parent Group migrates and replicates for the Tronox
Group in accordance with this Agreement.


 


(e)                                  Extract
appropriate data out of Parent Group’s enterprise systems and other
applications in a mutually agreed format for normalization, testing and loading
into Tronox Group systems and applications that the Parent Group migrates and
replicates for the Tronox Group in accordance with this Agreement.


 


A-9





















 


(f)                                    Establish
WAN, LAN, and other information technology systems elements to move the Tronox
Group from the Parent Group network to the Tronox Group network, retaining
access to necessary applications.


 


(g)                                 Transition
Tronox Group master data, open balances and transactional data based upon a
mutually agreed plan.


 


(h)                                 Provide
documentation and any other necessary information related to the information
technology systems (including telephone and networking equipment), networks and
applications.


 


(i)                                     Continue
current services, including relevant third-party services, pertaining to
cellphone and calling card programs and shall present to the Tronox Group an
accounting of any charges for payment made on behalf of the Tronox Group in
connection with such programs after the Closing Date until Separation for
reimbursement thereof.


 


(j)                                     Use
commercially reasonable efforts to transfer to the Tronox Group the software
and applications listed on Schedule 2.2(j) hereto.


 


(k)                                  Use
commercially reasonable efforts to transfer the information and technology
assets listed in Schedule 2.2(k) hereto.


 


(l)                                     Use
commercially reasonable efforts to transfer the licenses listed in Schedule 2.2(l)
hereto.


 


2.3                               Information
Technology Systems Services


 


Services: 
Beginning on the Closing Date, Parent Group shall provide the following
Services in accordance with the IT Separation Standards.


 


(a)                                  Infrastructure
(hardware, software, networks, etc.).


 


(b)                                 Access
to data, including databases, datawarehouse, reporting system, processing and
networking.


 


(c)                                  Consultation,
maintenance, support and systems administration.


 


(d)                                 Call-center/help-desk
user support.


 


(e)                                  Monitoring,
managing, operating and maintaining: (i) Data center, including all
servers for data processing and other supporting equipment, (ii) wide area
network (WAN), (iii) local area network (LAN), (iv) telephony
infrastructure, (v) web sites, (vi) business-to-business connections,
including existing EDI and XML partners, (viii) legacy application systems,
(ix) all other interfaces between internal and external applications and
systems, and (xi) chemical datawarehouse and associated databases.


 


A-10





















 


(f)                                    Reasonable access
to, or reasonable access to data from, the legacy systems, networks and
applications for data collection and analysis.


 


(g)                                 In
a manner consistent with its records retention policy, retain electronic data
in its enterprise, accounting and other principal systems and applications
relating to the Tronox Group.


 


2.4                               Information
Technology Security


 


Services.  Beginning on the Closing Date, Parent Group
shall provide the following services in accordance with the IT Separation
Standards:


 


(a)                                  firewall
monitoring, administration, configuration and reporting.


 


(b)                                 VPN
and remote-access monitoring, administration, configuration management and
support.


 


(c)                                  E-mail
virus protection, spam filtering and attack monitoring, prevention and
reporting.


 


(d)                                 Real-time
monitoring and updating of virus definitions on all hosts and clients
(including laptops).


 


(e)                                  Host
intrusion detection, protection, configuration, maintenance and support.


 


(f)                                    network
intrusion detection, protection, configuration, maintenance and support.


 


(g)                                 Establishment
of systems access protocols.


 


(h)                                 Computer
incident response.


 


3.              Miscellaneous
Matters


 


3.1                               Legal
Matters


 


3.1.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its internal and external legal
counsel for consultation on matters relating to or affecting the Tronox Group
or any of its members and on which such personnel have relevant familiarity or
expertise.


 


3.1.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.1 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.2                               Medical
Services


 


3.2.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its medical services personnel for
consultation on matters relating to or


 


A-11





















 


affecting the Tronox
Group or any of its members and on which such personnel have relevant
familiarity or expertise.


 


3.2.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.2 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.3                               Security


 


3.3.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its security personnel for
consultation with the Tronox Group.


 


3.3.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.3 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.4                               Records
Retention


 


3.4.1                     Start
Date.  Beginning as of the Closing
Date, Parent Group shall use commercially reasonable efforts to retain,
organize and store, records relating to the Tronox Group and not transferred to
the Tronox Group in a manner consistent with its current document retention
policy or practice.  For purposes of this
Section 3.4, the term “records” shall include all formats (electronic,
film, paper, and otherwise) of such records and shall include shared records
not pertaining exclusively to the Tronox Group.


 


3.4.2                     Services.  If and to the extent in existence as of the
date hereof and in possession and control of the Parent Group as of the date
hereof and without imposing any obligation on the Parent Group to create any of
the documents or records described below and subject to the Parent Group’s
document retention policy, Parent Group’s services provided pursuant to this Section 3.4
shall include the following:


 


(a)                                  Parent
Group shall provide the Tronox Group with documentation of records retained by
Parent Group and shall provide the Tronox Group with access to records storage
facilities maintained by Parent Group.


 


(b)                                 Parent
Group shall assist the Tronox Group in the separation of historic records
relating to the Tronox Group in respect of the Chemical Business (as defined in
the Master Separation Agreement) and the other legacy businesses of the Tronox
Group from the common records of the Parent Group and its affiliates as of the Closing
Date, including with respect to the generation of new records documentation
specific to the Tronox Group.


 


(c)                                  Parent
Group shall assist the Tronox Group in the identification, documentation,
removal and duplication of records pertaining to the Tronox Group.


 


A-12





















 


(d)                                 Parent
Group shall retain records relating to the following matters for the term of
the Agreement at which time such records which remain shall be delivered to the
Tronox Group, or, if such records are to be discarded or destroyed pursuant to
the practices of the Parent Group, shall deliver such records to the Tronox
Group:


 


(i)                                     Property;


 


(ii)                                  Tax;


 


(iii)                               Environmental
reports and remediation matters;


 


(iv)                              Employee
matters; and


 


(v)                                 Relevant
business documents.


 


3.4.3                     Personnel.  In connection with the Services to be
provided pursuant to this Section 3.4, beginning on the Closing Date,
Parent Group and Tronox Group, as the case may be, shall make reasonably available
for consultation with the Tronox Group and the Parent Group, as the case may
be, those retained employees and consultants or other service providers of the
Parent Group or the Tronox Group, as the case may be, reasonably necessary for
the provision of such Services.


 


3.5                               Government
Affairs


 


3.5.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its government affairs personnel
for consultation on matters relating to or affecting the Tronox Group or any of
its members and on which such personnel have relevant familiarity or expertise.


 


3.5.2                     End
Date.  Services provided pursuant to
this Section 3.5 shall be provided until the earlier of Separation or the
first anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


3.6                               Communications
and Community Affairs


 


3.6.1                     Start
Date. Beginning on the Closing Date, Parent Group shall make reasonably
available its communications and community affairs personnel for consultation
with the Tronox Group.


 


3.6.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.6 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.7                               Office
Services 


 


3.7.1                     Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to provide office services to the Tronox Group in a form and
manner consistent with past practices.


 


A-13





















 


3.7.2                     End
Date.  The Tronox Group may terminate
any specific service provided pursuant to this Section 3.7 upon 30 days
notice, and, in the event of such termination, any costs charged to the Tronox
Group shall be commensurately reduced.


 


3.7.3                     Services.  Such office services shall include, but not
be limited to:


 


(a)                                  Those
services historically provided by Trammel Crow or otherwise in the ordinary
course of business (which services shall be billed at actual cost as incurred).


 


(b)                                 Office
space, together with utilities, insurance and related services (which items shall
be billed pro rata to the square footage of space occupied by the Tronox Group).


 


(c)                                  Cafeteria
and catering services (which services shall be billed at actual cost based on usage).


 


3.7.4                     Third-Party
Costs. Costs incurred in the provision of such office services shall be
allocated pursuant to historical practices.


 


3.7.5                     Rent.  The Tronox Group shall pay Parent as rent an
amount per annum equal to $12 per square foot of space of real property owned
by Parent Group and occupied by the Tronox Group, which amount shall be subject
to annual review and adjustment based on the rents of comparable office space
in the local market.  Notwithstanding
anything to the contrary contained herein, the Tronox Group, upon thirty-days
written notice, may reduce, in whole or in part, the amount of such space.  Parking spaces used, as of the Closing Date,
by Tronox Group shall be made available to Tronox Group at no additional charge.  The monthly portion of rent payable pursuant
to this Section 3.7.5 shall be included in Service Costs.


 


3.8                               Risk
Management


 


3.8.1                     Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to provide assistance in
claims administration, including, in particular, with respect to claims
existing as of the Closing Date and claims which are not separable from claims
of the Parent Group.


 


3.8.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.8 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.8.3                     Services.
Subject to the terms and conditions of the Agreement, Parent Group’s services
provided pursuant to this Section 3.8 shall include, but not be limited
to, access to its records and personnel (including third party consultants and
service providers) for purposes of claims administration and consulting with
respect to claims relating to the Tronox Group.


 


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3.8.4                     Personnel.  In connection with the Services to be
provided pursuant to this Section 3.8, beginning on the Closing Date, Parent
Group and Tronox Group, as the case may be, shall make reasonably available for
consultation with the Tronox Group and the Parent Group, as the case may be,
those retained employees and consultants or other service providers of the
Parent Group or the Tronox Group, as the case may be, reasonably necessary for
the provision of such Services.


 


3.9                               Human
Resources


 


3.9.1                     Start
Date.  Beginning as of the Closing
Date, Parent Group shall use commercially reasonable efforts to separate the
personnel and resources applicable to human resources administration in
connection with the Tronox Group such that such separate personnel and
resources may independently conduct such human resource administration.


 


3.9.2                     End
Date.  Parent Group’s obligations
pursuant to this Section 3.9 shall continue until  the earlier of Separation or the first anniversary
of the Closing Date, unless extended in accordance with Section 11 of the
Agreement.


 


3.9.3                     Services.  Subject to the terms and conditions of the
Agreement, Parent Group’s services provided pursuant to this Section 3.9
shall include the following:


 


(a)                                  Separation
of personnel, systems, records, applications and data related to the Tronox
Group.


 


(b)                                 Assistance
in the integration of human resource activities and resources into the
information technology system of the Tronox Group.


 


(c)                                  Provision
of human resource administration services, including payroll and benefits
matters, (through personnel, systems, service providers, or otherwise) to the
extent required to maintain such services, on behalf of the Tronox Group, to
the extent and at the level provided to the Tronox Group as of the Closing Date.


 


(d)                                 Processing
and payment of payroll obligations, including remittance of payroll taxes to
the appropriate taxing authority.


 


3.9.4                     Personnel.  In connection with the Services to be provided
pursuant to this Section 3.9, beginning on the Closing Date, Parent Group
and Tronox Group, as the case may be, shall make reasonably available for
consultation with the Tronox Group and the Parent Group, as the case may be,
those retained employees and consultants or other service providers of the
Parent Group or the Tronox Group, as the case may be, reasonably necessary for
the provision of such Services.


 


3.10                        Emergency
Response Services and Disaster Recovery Services


 


3.10.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall use commercially reasonable efforts to provide assistance
with, and use of, disaster recovery


 


A-15





















 


services and
personnel (including with respect to process, systems and communications
issues).


 


3.10.2              End
Date.  Parent Group’s obligations
pursuant to this Section 3.10 shall continue until the earlier of Separation
or the first anniversary of the Closing Date, unless extended in accordance
with Section 11 of the Agreement.


 


3.10.3              Services.  Parent Group’s services provided pursuant to
this Section 3.10 shall include, the provision of disaster recovery
services available as of the Closing Date.


 


3.11                        Relocation
and Expatriate Services


 


3.11.1              Start
Date. Beginning on the Closing Date, Parent Group shall use commercially
reasonable efforts to provide the Tronox Group with consultation and assistance
in relocation and expatriate services and shall transfer to the Tronox Group
records relevant to such services and the Tronox Group.


 


3.11.2              End
Date.  Parent Group’s obligations
pursuant to this Section 3.11 shall continue for a period of 90 days
following the Closing Date.


 


3.12                        Investor
Relations


 


3.12.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its investor personnel for consultation
with the Tronox Group.


 


3.12.2              End
Date.  Services provided pursuant to
this Section 3.12 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.13                        Electrolytic


 


3.13.1              Start
Date. Beginning on the Closing Date, the Parent Group shall make reasonably
available its retained managerial personnel with respect to the electrolytic
business for consultation with the Tronox Group.


 


3.13.2              End
Date.  Services provided pursuant to
this Section 3.13 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.14                        Gas
Hedging 


 


3.14.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall (i) make reasonably available its oil and gas marketing
group personnel for the purpose of gas hedging consultation and (ii) with respect to commodity swap transaction cash settlements associated
with the Tronox Group, continue to process settlements with trading partners
outstanding as of the Closing Date in accordance with


 


A-16





















 


existing terms and conditions and, after the Closing Date, forward
promptly to Tronox Group any associated cash proceeds or payables.


 


3.14.2              End
Date.  Parent Group’s obligations
pursuant to this Section 3.14 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


3.15                        Corporate
Planning


 


3.15.1              Start
Date. Beginning on the Closing Date, Parent Group shall make reasonably
available its consulting personnel for consultation with the Tronox Group in
connection with investor relations and cash-flow consolidation support and
consultation.


 


3.15.2              End
Date.  Parent Group’s obligations
pursuant to this Section 3.15 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


3.16                        Personnel


 


3.16.1              Start
Date.  Beginning on the Closing Date,
Parent Group shall make reasonably available its personnel from time to time
for consultation on matters relating to or affecting the Tronox Group or any of
its members and on which such personnel have relevant familiarity or expertise.


 


3.16.2              End
Date.  Parent Group’s obligations
pursuant to this Section 3.16 shall continue until the earlier of
Separation or the first anniversary of the Closing Date, unless extended in
accordance with Section 11 of the Agreement.


 


3.17                        Letters
of Credit; Surety Bonds or Financial Assurance


 


If Parent Group maintains any letters of credit, surety bonds or like
instruments for the benefit of the Tronox Group, the Tronox Group shall
reimburse Parent Group for the costs and fees associated with such instruments.  If requested by Tronox Group, Parent Group
shall use commercially reasonable efforts to assist Tronox Group in
establishing substitute letters of credit, surety bonds or like instruments for
the benefit of Tronox Group; provided, however, that Parent Group shall have no obligation
whatsoever to post any collateral or other financial guarantee in favor of the
Tronox Group in connection with the Services described in this Section 3.14.


 


3.18                        Workers
Compensation


 


The Tronox Group shall reimburse Parent Group for any worker
compensation claims paid by Parent Group in respect of the businesses of the Tronox
Group from and after the Closing Date.


 


A-17





















 


3.19                        Insurance
Premiums


 


The Tronox Group shall reimburse Parent Group for Tronox Group’s pro rata share of any insurance premiums incurred by Parent
Group under any Parent Insurance Policy (as defined in the Master Separation
Agreement) for the period of time during which members of the Tronox Group are
covered under such policy pursuant to Section 2.6 of the Master Separation
Agreement; provided, however, that the Tronox Group shall not
be required to reimburse Parent Group for (i) any incremental premium
surcharge billed by Oil Insurance Limited in the fourth quarter of 2005 or (ii) any
premiums incurred by Parent Group with respect to directors’ and officers’
liability insurance policies covering matters occurring prior to the Closing
Date.


 


A-18





















 


EXHIBIT B


 


Services Provided by Tronox Group to Parent Group


 


1.              Accounting
and Finance Matters


 


1.1                               Accounts
Payable 


 


1.1.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall use commercially reasonable efforts to provide accounts
payable services to the Parent Group if requested.


 


1.1.2                     End
Date.  The Tronox Group’s obligations
pursuant to this Section 1.1 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


1.1.3                     Services.
The Tronox Group shall use commercially reasonable efforts to assist the Parent
Group in the processing of accounts payable matters relevant to activities
prior to, and after, the Closing Date, including with respect to:


 


(a)                                  Processing
vendor invoices, including interfacing with accounting and other systems,
including Oracle;


 


(b)                                 Processing
travel expense reports;


 


(c)                                  Stop
payment coordination;


 


(d)                                 1099
Misc. reporting;


 


(e)                                  Invoice
filing; and


 


(f)                                    Document
retention.


 


1.1.4                     Systems.  For the purposes of this Section 1.1,
the Tronox Group shall share and permit access to its systems and data and
shall provide the Parent Group with information and processing promptly and in
conformance with the standards set forth in the Agreement.


 


1.2                               Stray
Funds


 


1.2.1                     Start
Date. Beginning on the Closing Date, the Tronox Group shall assist the Parent
Group in the directing of funds intended to be remitted to the Parent Group.


 


1.2.2                     Services.  In the event that remittances received into Tronox
Group bank accounts relate to sales or services provided by the Parent Group
(or otherwise intended for the Parent Group), the Tronox Group shall promptly
segregate such remittance amounts and whenever the balance of such amounts
exceeds $100,000 or once a week, whichever occurs first, the Tronox Group shall
remit by wire transfer
the balance collected on behalf of the Parent Group to the Parent Group.


 


B-1





















 


1.3                               General
Accounting


 


1.3.1                     Start
Date. Beginning on the Closing Date, the Tronox Group shall use
commercially reasonable efforts to assist the Parent Group with respect to
general accounting services, including general accounting services necessary
for Parent Group to comply with its SEC obligations.


 


1.3.2                     End
Date.  Tronox Group’s obligations
pursuant to this Section 1.3 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement.


 


1.3.3                     Services.
Subject to the terms and conditions of this Agreement, beginning on the Closing
Date, Tronox Group shall make reasonably available its general accounting
personnel for consultation on matters relating to or affecting the Parent Group
or any of its members and on which such personnel have relevant familiarity or
expertise and provide information technology hosting in respect of general
accounting matters.


 


2.              Information
Technology and Management


 


2.1                               Disaster
Recovery Services


 


2.1.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall use commercially reasonable efforts to provide
assistance to the Parent Group with respect to disaster recovery services
available through the research and development center of the Tronox Group.


 


2.1.2                     End
Date.   The Tronox Group’s
obligations pursuant to this Section 2.1 shall continue until  the earlier of Separation or the first
anniversary of the Closing Date, unless extended in accordance with Section 11
of the Agreement..


 


2.1.3                     Services.  The Tronox Group’s services provided pursuant
to this Section 2.1 shall include the provision of disaster recovery
services consistent with the services available as of the Closing Date.


 


2.1.4                     Personnel.  In connection with the Services to be
provided pursuant to this Section 2.1, beginning on the Closing Date,
Parent Group and Tronox Group, as the case may be, shall make reasonably
available for consultation with the Tronox Group and the Parent Group, as the
case may be, those retained employees and consultants or other service
providers of the Parent Group or the Tronox Group, as the case may be,
reasonably necessary for the provision of such Services.


 


2.2                               IM&T
Personnel


 


2.2.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall make reasonably available its retained IM&T
personnel for consultation or other IM&T services needed from time to time
by the Parent Group.


 


B-2





















 


2.2.2                     End
Date.  Services provided pursuant to
this Section 2.2 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.              Miscellaneous


 


3.1                               Risk
Management 


 


3.1.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall make reasonably available its retained risk management
personnel for the purpose of consultation, assistance with insurance program
procurement or other risk management services needed by the Parent Group.


 


3.1.2                     End
Date.  Services provided pursuant to
this Section 3.1 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.2                               Real
Property


 


3.2.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall make reasonably available its retained real property
personnel for consultation or other real property administration services
needed from time to time by the Parent Group.


 


3.2.2                     End
Date.  Services provided pursuant to
this Section 3.2 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.3                               Intellectual
Property Legal Matters


 


3.3.1                     Start
Date.  Beginning on the Closing Date,
the Tronox Group shall make reasonably available its retained intellectual
property legal personnel for consultation with the Parent Group.


 


3.3.2                     End
Date.  Services provided pursuant to
this Section 3.3 shall be provided until 
the earlier of Separation or the first anniversary of the Closing Date,
unless extended in accordance with Section 11 of the Agreement.


 


3.4                               Legal
Matters


 


3.4.1                     Start
Date.  Beginning on the Closing Date,
Tronox Group shall make reasonably available its internal and external legal
counsel for consultation on matters relating to or affecting the Parent Group
or any of its members and on which such personnel have relevant familiarity or
expertise.


 


3.4.2                     End
Date.  Tronox Group’s obligations
pursuant to this Section 3.4 shall continue until the earlier of
Separation or the first anniversary of the Closing Date, unless extended in
accordance with Section 11 of the Agreement.


 


B-3





















 


3.5                               Personnel


 


3.5.1                     Start
Date.  Beginning on the Closing Date,
Tronox Group shall make reasonably available its personnel from time to time
for consultation on matters relating to or affecting the Parent Group or any of
its members and on which such personnel have relevant familiarity or expertise.


 


3.5.2                     End
Date.  Tronox Group’s obligations
pursuant to this Section 3.5 shall continue until the earlier of
Separation or the first anniversary of the Closing Date, unless extended in
accordance with Section 11 of the Agreement.


 


B-4





















 


Exhibit C


 


Amount of Transition
Costs
(amounts in
USD thousands)


 


	
  Treasury

  	
   

  	
   

  	
   

  	
   

  
	
  XRT-CERG Conversion

  	
   

  	
  $

  	
  .1

  	
   

  
	
  IMT

  	
   

  	
   

  	
   

  
	
  (includes
  Hardware, Software, Consulting, Misc. Other Expenses and Contingency)

  	
   

  	
  9.8

  	
   

  



 


Accounting


 


	
  Oracle conversion

  	
   

  	
  Included in

  IMT Costs

  	
   

  
	
  Human Resources

  	
   

  	
   

  	
   

  
	
  Benefits
  plans (assumed set up plans that mirror existing KM pension, medical)

  	
   

  	
  1.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total One-Time Transition Costs

  	
   

  	
  $

  	
  11.0