UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2008
TRONOX INCORPORATED
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-32669
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20-2868245 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of incorporation) |
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| 211 N. Robinson, Suite 300 |
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| Oklahoma City, Oklahoma
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73102 |
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(405) 775-5000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On July 29, 2008, Tronox Incorporated (the “Company”) and its subsidiary Tronox Worldwide LLC
(the “Borrower”) entered into the First Amendment to and
Waiver of Receivables Sale Agreement (“Amendment No. 1”) to the Receivables Sale
Agreement (the “Agreement”) dated as of September 26, 2007. Amendment No. 1, among other things,
(i) eliminated the requirement that all purchases and deposits from collections be made out of, or
in the case of collections, be made into, the cash collateral
account; (ii) eliminated Tronox Funding LLC’s ability to extend
the scheduled maturity date and deleted the following definitions: “Cash Collateral,” “Cash Collateral
Account,” “Cash Secured Purchase Commencement Date,” “Cash Secured Investment,” “Term Out
Activation Notice,” “Term Out Option,” and “Term
Out Period”; (iii) amended the term “aggregate
Commitment” to reduce $102,000,000 to $76,500,000; and (iv) amended the term “Purchase Limit” to
reduce it from $100,000,000 to $75,000,000.
As consideration for Amendment No. 1, the Company paid a fee of $286,825.
The description of Amendment No. 1 is qualified in its entirety by the copy thereof attached
as Exhibit 99.1 hereto and which is incorporated by reference herein.
A copy of the Agreement was filed as Exhibit 10.1 of the Company’s current report on Form 8-K,
filed with the SEC on October 2, 2007.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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99.1
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First Amendment to and
Waiver of Receivables Sale Agreement |