8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 4, 2008

TRONOX INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-32669	20-2868245
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

211 N. Robinson, Suite 300
Oklahoma City, Oklahoma 73102

(Address of Principal Executive Offices, including Zip Code)

(405) 775-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Waiver Extension to Credit Agreement

     On December 4, 2008, Tronox Incorporated (the “Company”) and its subsidiary Tronox Worldwide LLC (the “Borrower”) entered into a Second Waiver Extension (the “Second Waiver Extension”) with certain lenders under the Credit Agreement, dated as of November 28, 2005, among the Company, the Borrower, the lenders from time to time parties thereto, Lehman Brothers Inc. and Credit Suisse, as joint lead arrangers and joint bookrunners, ABN Amro Bank N.V., as syndication agent, JPMorgan Chase Bank, N.A. and Citicorp USA, Inc., as co-documentation agents, and Lehman Commercial Paper Inc., as administrative agent, as amended by the First Amendment dated as of March 12, 2007, the Second Amendment to the Credit Agreement and First Amendment to Guarantee and Collateral Agreement dated as of February 8, 2008, the Third Amendment to the Credit Agreement and Second Amendment to Guarantee and Collateral Agreement dated as of July 17, 2008, the Waiver and Amendment to Credit Agreement (the “Waiver and Amendment”) dated October 28, 2008, and the Waiver Extension to the Credit Agreement, dated as of November 20, 2008 (as amended, the “Credit Agreement”).

     As previously reported, pursuant to the Waiver and Amendment, lenders holding a majority of the aggregate principal amount of loans under the Credit Agreement agreed to waive (the “Waiver”) certain defaults and events of default that may have occurred due to the Borrower’s (i) failure to comply for the period of four consecutive fiscal quarters ending September 30, 2008 with Section 7.1(a) of the Credit Agreement, which requires maintenance of a maximum Consolidated Total Leverage Ratio, and Section 7.1(b) of the Credit Agreement, which requires maintenance of a minimum Consolidated Interest Coverage Ratio, and (ii) submission of the Borrowing Notice on September 30, 2008, or receipt of any proceeds in respect thereof, at a time when any default or event of default referred to in clause (i) above had occurred and was continuing.

     The Second Waiver Extension amended the term “Waiver Period” (as defined in the Waiver and Amendment) to extend such period from December 5, 2008 to December 19, 2008. As a result, the Waiver has been extended to expire upon the earlier to occur of (i) December 19, 2008 and (ii) the occurrence of any event of default (other than any default waived pursuant to the Waiver and Amendment) and delivery by any of the lenders of a notice to the Borrower, while such event of default is continuing, stating that the Waiver is being terminated.

     This description of the Second Waiver Extension is qualified in its entirety by the copy thereof attached as Exhibit 99.1 hereto and which is incorporated by reference herein.

     There is no assurance that the Company will not be in default under the Credit Agreement in the future. If the Company were to be in default under the Credit Agreement, its ability to borrow under the Credit Agreement would be impaired and the lenders could declare a default which could ultimately cause all amounts due under the Credit Agreement to become immediately due and payable.

     A copy of the Credit Agreement was filed as Exhibit 10.6 of the Company’s current report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 7, 2005. A copy of the first amendment thereto was filed as Exhibit 10.19 of the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2007. A copy of the second amendment thereto was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on February 13, 2008. A copy of the third amendment thereto was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on July 21, 2008. A copy of the waiver and fourth amendment thereto was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on October 31, 2008. A copy of the waiver extension thereto was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on November 26, 2008.

Amendment to Receivables Sale Agreement

On December 5, 2008, Tronox Funding LLC (the “Seller”) and the Borrower entered into the Fifth Amendment to Receivables Sale Agreement (“Amendment No. 5”) to the Receivables Sale Agreement (the “Sale Agreement”) with The Royal Bank of Scotland plc and Amsterdam Funding Corporation, dated as of September 26, 2007. Amendment No. 5 amended the term “Scheduled Termination Date” in the Sale Agreement to extend such date from December 5, 2008 to December 19, 2008.

2

     There is no assurance that the Seller and the Borrower will be able to obtain additional amendments or waivers to the Sale Agreement, or that a Termination Event (as defined in the Sale Agreement) will not occur under the Sale Agreement in the future. The occurrence of a Termination Event in the future would adversely affect the rights of the Seller under the Sale Agreement.

     The description for Amendment No. 5 is qualified in its entirety by the copy thereof attached as Exhibit 99.2 hereto and which is incorporated by reference herein.

     A copy of the Sale 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. A copy of the First Amendment to and Waiver of Receivables Sale Agreement was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on August 4, 2008. A copy of the Second Amendment to and Waiver of Receivables Sale Agreement was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on September 24, 2008. A copy of the Third Amendment to and Waiver of Receivables Sale Agreement was filed as Exhibit 99.2 of the Company’s current report on Form 8-K, filed with the SEC on October 31, 2008. A copy of the Fourth Amendment to Receivables Sale Agreement was filed as Exhibit 99.2 of the Company’s current report on Form 8-K, filed with the SEC on November 26, 2008.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Second Waiver Extension, dated December 4, 2008
99.2	Fifth Amendment to Receivables Sale Agreement, dated December 5, 2008

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRONOX INCORPORATED
Date: December 8, 2008
	By:	/s/ Michael J. Foster
	Name:	Michael J. Foster
	Title:	Vice President, General Counsel and Secretary

4

Exhibit Index

Exhibit No.	Description
99.1	Second Waiver Extension, dated December 4, 2008
99.2	Fifth Amendment to Receivables Sale Agreement, dated December 5, 2008

5

EX-99.1

Exhibit 99.1

SECOND WAIVER EXTENSION

     This SECOND WAIVER EXTENSION (this “Second Waiver Extension”), dated as of December 4, 2008, is by and among TRONOX INCORPORATED, a Delaware corporation (“Holdings”), TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “Borrower”) and the Lenders party to the Credit Agreement (as defined in the Waiver (as defined below)) that become parties hereto. Capitalized terms used but not defined in this Second Waiver Extension shall have the meanings ascribed to such terms in the Waiver.

     WHEREAS, (i) Holdings, Borrower, and certain Lenders party to the Credit Agreement have entered into a Waiver and Amendment to Credit Agreement (the “Waiver”), dated as of October 28, 2008, pursuant to which the Required Lenders and the Majority Revolving Credit Facility Lenders agreed to waive certain provisions of the Credit Agreement, which Waiver was previously extended pursuant to the Waiver Extension among Holdings, Borrower and the Lenders party to the Credit Agreement parties thereto dated as of November 20, 2008;

     WHEREAS, Borrower has requested that the Required Lenders and the Majority Revolving Credit Facility Lenders agree to further extend the Waiver Period as provided herein; and

     WHEREAS, on the terms and subject to the conditions contained herein, the undersigned Lenders are willing to extend such Waiver Period;

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Waiver Extension. Effective as of the Effective Date (as defined below), the undersigned Lenders hereby extend the Waiver Period until the earlier to occur of (i) December 19, 2008 and (ii) the occurrence of any Event of Default (other than any Waived Default) and delivery by any of the undersigned Lenders of a notice to the Borrower, while such Event of Default is continuing, stating that the waivers are being terminated.

     2. Representations and Warranties. Each of Holdings and Borrower jointly and severally represents and warrants as of the date hereof to the Administrative Agent and each Lender that:

     (a) Each of Holdings and Borrower (i) has the power and authority, and the legal right, to make and deliver this Second Waiver Extension and perform its obligations hereunder and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Second Waiver Extension;

     (b) No consent or authorization of, filing with, notice to, permit from or other act by or in respect of, any Governmental Authority and no consent or authorization of, filing with, notice to or other act by or in respect of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Second Waiver Extension;

     (c) This Second Waiver Extension (i) has been duly executed and delivered by each of Holdings and Borrower and (ii) constitutes a legal, valid and binding obligation of each of Holdings and Borrower, enforceable against each of Holdings and Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

     (d) The execution, delivery and performance of this Second Waiver Extension will not violate in any respect any Requirement of Law or any Contractual Obligation of Holdings or Borrower and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation;

     (e) After giving effect to this Second Waiver Extension, no Default, Event of Default or event or condition which upon notice, lapse of time or both would constitute an Event of Default has occurred and is continuing; and

     (f) After giving effect to this Second Waiver Extension, the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, which representations and warranties are true and correct in all material respects as of such earlier date.

     3. Effectiveness. This Second Waiver Extension shall become effective on and as of the date on which each of the following conditions precedent is satisfied in full (such date, the “Effective Date”):

     (a) Credit Suisse shall have received this Second Waiver Extension, duly executed and delivered by a duly authorized Responsible Officer of each of Holdings and Borrower;

     (b) Credit Suisse shall have received this Second Waiver Extension, duly executed and delivered by Lenders constituting the Required Lenders and the Majority Revolving Credit Facility Lenders; and

     (c) Credit Suisse shall have received reimbursement for its out-of-pocket expenses (including the fees, charges and disbursements of counsel), to the extent invoiced prior to December 4, 2008.

     4. Effect of Second Waiver Extension. Except as expressly set forth herein, this Second Waiver Extension shall not alter, modify, amend or in any way affect any of the terms or conditions of the Waiver, and such terms and conditions are ratified and affirmed in all respects and shall continue in full force and effect. After the Effective Date, any reference to the Waiver shall mean the Waiver as modified hereby.

     5. Counterparts. This Second Waiver Extension may be executed in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute

2

one and the same instrument. Delivery of an executed signature page of this Second Waiver Extension by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

     6. GOVERNING LAW. THIS SECOND WAIVER EXTENSION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND WAIVER EXTENSION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Page to Follow]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Second Waiver Extension to be duly executed under seal and delivered by their respective duly authorized officers on the date first written above.

TRONOX INCORPORATED
By:	/s/ Mary Mikkelson Mary Mikkelson Senior Vice President and Chief Financial Officer
TRONOX WORLDWIDE LLC
By:	/s/ Mary Mikkelson Mary Mikkelson Senior Vice President and Chief Financial Officer

SIGNATURE PAGE TO SECOND WAIVER

EXTENSION, AMONG TRONOX

INCORPORATED, TRONOX WORLDWIDE

LLC AND THE LENDERS PARTY HERETO.

Lender name: ABN AMRO Bank N.V.

by	/s/ Neil J. Bivona	by	/s/ Parker H. Douglas
	Name: Neil J. Bivona		Name: Parker H. Douglas
	Title: Senior Vice President		Title: Senior Vice President

Lender name: Credit Suisse, Cayman Islands Branch

by	/s/ Bryan J. Matthews	by	/s/ Didier Siffer
	Name: Bryan J. Matthews		Name: Didier Siffer
	Title: Director		Title: Managing Director

Lender name: The Bank of Nova Scotia

by	/s/ Ron Dooley
	Name: Ron Dooley
	Title: Director

Lender name: Commerzbank AG New York and Cayman Islands Branch

by	/s/ Rebecca Tu	by	/s/ M. Harold
	Name: Rebecca Tu		Name: M. Harold
	Title: AVP		Title: Senior Vice President

Lender name: JP Morgan Chase Bank, N.A.

by	/s/ Douglas Jenks
	Name: Douglas Jenks
	Title: Managing Director

Lender name: The Royal Bank of Scotland.

by	/s/ Alan Ferguson
	Name: Alan Ferguson
	Title: Director

EX-99.2

Exhibit 99.2

Fifth Amendment to
Receivables Sale Agreement

     This Fifth Amendment (the “Amendment”), dated as of December  5, 2008, is entered into among Tronox Funding LLC (the “Seller”), Tronox Worldwide LLC (the “Collection Agent”), Amsterdam Funding Corporation (“Amsterdam”) and The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as agent for the Purchasers (the “Agent”) and as a committed purchaser (the “Committed Purchaser”);

Witnesseth:

     Whereas, the Seller, the Collection Agent, Amsterdam, the Committed Purchasers and the Agent have heretofore executed and delivered Receivables Sale Agreement dated as of September 26, 2007 (as amended, supplemented or otherwise modified through the date hereof, the “Sale Agreement”); and

     Whereas, the Seller, the Collection Agent, Amsterdam, the Committed Purchasers and the Agent have heretofore executed and delivered that certain Third Amendment to and Waiver of Receivables Sale Agreement dated as of October 28, 2008 (the “Third Amendment”); and

     Whereas, the parties hereto desire to amend the Sale Agreement pursuant to Section 9.6 of the Sale Agreement as provided herein;

     Now, Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Sale Agreement shall be and is hereby amended as follows:

     Section 1. The Seller has requested an extension of the Scheduled Waiver Expiration Date, as defined in the Third Amendment, from December 5, 2008 to December 19, 2008. The Agent and Purchasers are hereby willing to extend the Scheduled Waiver Expiration Date until December 19, 2008.

     Section 2. The reference to “December 5, 2008” appearing in the defined term “Scheduled Termination Date” appearing in Schedule I of the Sale Agreement is hereby amended and replaced with “December 19, 2008.”

     Section 3. This Amendment shall become effective on the date that each of the following shall have been satisfied (i) the Agent shall have received counterparts hereof executed by the Seller, the Initial Collection Agent, each Purchaser and the Agent, (ii) Tronox Incorporated shall have executed and delivered to the Agent the acknowledgment and consent in the form set forth below and (iii) the Agent shall have received an executed copy of the Waiver Extension dated as of December 4, 2008 relating to the Parent Credit Agreement.

     Section 4. To induce the Agent and the Purchasers to enter into this Amendment, the Seller and Initial Collection Agent represent and warrant to the Agent and the Purchasers that: (a) the representations and warranties of such party contained in the Transaction Documents, are

true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings of such party and duly executed and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Seller or the Initial Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party.

     Section 5. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

     Section 6. Except as specifically provided above, the Sale Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Agent or any Purchaser under the Sale Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents other than as expressly set forth herein. All capitalized terms used herein and not defined herein shall have the same meaning herein as in the Sale Agreement.

     Section 7. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York.

-2-

     In Witness Whereof, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

The Royal Bank of Scotland plc, as the
Agent and as a Committed Purchaser
By:	Greenwich Capital Markets, Inc., as agent
By:	/s/ David Viney
	Name:  David Viney
	Title:  Managing Director
Amsterdam Funding Corporation
By:	/s/ Frank Bilotta
	Name:	Frank Bilotta
	Title:	President

S-1

Tronox Funding LLC
By:	/s/ Robert C. Gibney
	Name:	Robert C. Gibney
	Title:	President
Tronox Worldwide LLC
By:	/s/ Michael J. Foster
	Name:	Michael J. Foster
	Title:	Vice President

S-2

Guarantor’s Acknowledgment and Consent

     The undersigned, Tronox Incorporated, has heretofore executed and delivered the Limited Guaranty dated as of September 26, 2007 (the “Guaranty”) and hereby consents to the Fifth Amendment to Receivables Sale Agreement as set forth above and confirms that the Guaranty and all of the undersigned’s obligations thereunder remain in full force and effect.

Tronox Incorporated
By:	/s/ Dennis L. Wanlass
	Name:	Dennis L. Wanlass
	Title:	Chief Executive Officer