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): March 26, 2019 (March 22, 2019)



TRONOX LIMITED
(Exact name of registrant as specified in its charter)



Western Australia, Australia
001-35573
98-1026700
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100
 
Lot 22 Mason Road
Stamford, Connecticut 06901
 
Kwinana Beach, WA 6167 Australia

 (Address of principal executive offices, including zip code)

(203) 705-3800
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)



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:


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


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


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


Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01. Entry into a Material Definitive Agreement

ABL Facility and Term Loan Facility Amendments

On March 22, 2019, Tronox Limited (the “Company”) and certain of its subsidiaries, together with the other parties party thereto, entered into (x) a consent and amendment (the “ABL Amendment”) to the revolving syndicated facility agreement (such credit facility, the “ABL Facility”), with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent and (y) an amendment (the “Term Loan Amendment” and, together with the ABL Amendment, the “Amendments” and individually, each an “Amendment”) to the first lien term loan credit agreement (such credit facility, the “Term Loan Facility” and together with the ABL Facility, the “Facilities” and individually, each a “Facility”), with a syndicate of lenders and Bank of America, N.A., as administrative agent and collateral agent.

The purpose of each Amendment was to, among other things, (x) permit the refinancing of certain existing indebtedness incurred by Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, the Company’s South African subsidiaries, and the proposed uses of proceeds thereof, and (y) implement required provisions in each Facility necessary in connection with establishment of the Company’s anticipated new United Kingdom holding company.

The ABL Amendment also modified certain components of the borrowing base in order to increase the potential availability of credit under the ABL Facility.  The Company also voluntarily reduced the aggregate commitments under the ABL Facility from $550,000,000 to $350,000,000.

The foregoing descriptions do not purport to be complete and is qualified in its entirety by reference to the full text of each Amendment, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

Forward-Looking Statements
 
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may relate to, but are not limited to, the successful completion of the Re-Domicile Transaction. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company’s filings with the SEC, including those under the heading entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
 
Description
 
Consent and Amendment No. 2 to the Revolving Syndicated Facility Agreement, dated as of March 22, 2019, among the Company and certain of the Company’s subsidiaries, with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
 
Amendment No. 2 to the First Lien Term Loan Credit Agreement, dated as of March 22, 2019, among Tronox Finance LLC, Tronox Blocked Borrower LLC and certain of the Company’s other subsidiaries, with the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent.



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 hereunto duly authorized.

   
TRONOX LIMITED
     
Date: March 26, 2019
By:
/s/ Jeffrey Neuman
   
Name: Jeffrey Neuman
   
Title: Senior Vice President, General Counsel and Secretary






Exhibit 10.1

EXECUTION VERSION

CONSENT AND AMENDMENT NO. 2
TO
REVOLVING SYNDICATED FACILITY AGREEMENT
 
CONSENT AND AMENDMENT NO. 2, dated as of March 22, 2019 (this “Amendment”), to the Revolving Syndicated Facility Agreement, dated as of September 22, 2017, as amended by that certain Amendment No. 1 and Waiver to Revolving Syndicated Facility Agreement, dated as of February 26, 2019 (as the same now exists and is hereby and may hereafter be amended, supplemented or restated, and including this Amendment, the “Credit Agreement”), by, among others, Tronox US Holdings Inc., a Delaware corporation, and certain of its Subsidiaries and Affiliates party thereto, as U.S. Borrowers and Guarantors (collectively, the “Current U.S. Borrowers”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, and certain of its Subsidiaries party thereto, as Australian Borrowers and Guarantors (collectively, the “Current Australian Borrowers”), Tronox Pigments (Holland) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 24179173 and Tronox Pigments (Netherlands) B.V. a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in  Lot 22, Mason Road, Kwinana Beach, Western Australia 6167, Australia, registered with the Dutch trade register of the chamber of commerce under number 34132341, and certain of its Affiliates party thereto, as Dutch Borrowers and Guarantors (collectively, the “Current Dutch Borrowers”; and together with the Current U.S. Borrowers and the Current Australian Borrowers and any Additional Co-Borrowers who become party thereto, collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors party thereto, the Lenders, Wells Fargo Bank, National Association, as issuing bank, as swingline lender, as administrative agent (the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties and as Australian security trustee. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement;
 
W I T N E S S E T H:
 
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders, and the Administrative Agent, among others, are parties to the Credit Agreement;
 
WHEREAS, the Credit Agreement contemplates that following the consummation of the Cristal Acquisition, the eligibility criteria applicable to the assets and properties of the Additional Dutch Borrowers shall take account of the eligibility criteria with respect thereto under the Cristal ABL Agreement;

WHEREAS, the Borrowers intend to enter into that certain Term Loan and Revolving Credit Facilities Agreement, dated on or about the Amendment No. 2 Effective Date (as amended, supplemented and/or refinanced), among Tronox Mineral Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, as borrowers with joint and several liability, the lenders party thereto from time to time, The Standard Bank of South Africa Limited, as Coordinating Bank, and Firstrand Bank Limited, as Facility Agent (the “South African Credit Agreement”;  and
 

 
WHEREAS, the Borrowers wish to amend certain provisions of the Credit Agreement on the terms set forth herein, and the Administrative Agent and the Lenders constituting the Supermajority Lenders under the Credit Agreement agree, pursuant to Section 10.02(b) of the Credit Agreement, to such amendments set forth herein.
 
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
 
Section 1.           Amendment to Credit Agreement. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement (exclusive of Schedules and Exhibits thereto) attached as Annex A hereto.
 
Section 2.        Amendments to Schedules and Exhibits to the Credit Agreement; Amendments to Other Loan Documents.  (a) Upon and after (i) the consummation of a Top-Hat Transaction and (ii) the satisfaction of all Accession Conditions in connection therewith, each reference to “Holdings” in the Schedules and Exhibits to the Credit Agreement and in the other Loan Documents shall, notwithstanding anything to the contrary therein or in any other Loan Document, be deemed to be a reference to Tronox Holdings plc, a public limited company incorporated under the laws of England and Wales and having company number 11653089.
 
(b)          Schedule II (Commitments) to the Credit Agreement is hereby deleted in its entirety, and the Schedule II (Commitments) attached hereto as Annex B shall be substituted in lieu thereof.
 
(c)          Attached hereto as Annex C is the new Schedule 1.01(i) (Top 20 Customers) to the Credit Agreement.
 
(d)          On and as of the Amendment No. 2 Effective Date, Section 4.4 of the Intercreditor Agreement shall be amended by deleting the second parenthetical contained therein and substituting the following in lieu thereof:  “(subject to any limitations set forth in Section 2.11(b), as applicable, of the Initial Term Loan Agreement as in effect on the Amendment No. 2 Effective Date (as defined in the Initial Term Loan Agreement))”.
 
Section 3.            Consent.  Notwithstanding the provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders hereby consent to the Indebtedness incurred under the South African Credit Agreement pursuant to and in accordance with the terms thereof as in effect as of the Amendment No. 2 Effective Date, and as the terms thereof may be amended from time to time in a manner not adverse to any of the Loan Parties, the Administrative Agent, or the Lenders.
 

Section 4.             Representations and Warranties, No Default.  Each Loan Party hereby represents and warrants that as of the Amendment No. 2 Effective Date and after giving effect to the amendments set forth in this Amendment, (i) this Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes, when executed and delivered by such Loan Party, a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, (ii) such Loan Party has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and each other agreement or instrument contemplated hereby to which it is a party, and (iii) no Default or Event of Default exists and is continuing.
 
Section 5.             Effectiveness.  This Amendment shall become effective on the date (such date, the “Amendment No. 2 Effective Date”) that the following conditions have been waived or satisfied:
 

(a)
The Administrative Agent shall have received executed signature pages hereto from the Borrowers, the other Loan Parties, the Administrative Agent and the Lenders;
 

(b)
The Administrative Agent shall have received a true, correct and complete copy of Amendment No. 2 to First Lien Term Loan Credit Agreement, as dated and in full force and effect on or about the date of this Amendment;
 

(c)
The Administrative Agent shall have received a true and complete copy of an amendment to the Intercreditor Agreement, dated and in full force and effect on or about the date of this Amendment, executed by the Administrative Agent and the Term Loan Agent, and implementing the amendment described in Section 2(b) above; and
 

(d)
The representations and warranties set forth in Section 4 of this Amendment shall be true and correct on and as of the Amendment No. 2 Effective Date.
 
Section 6.             Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of an original counterpart of this Amendment.
 

Section 7.
Governing Law; Waiver of Jury Trial, Etc..
 

THE PROVISIONS OF SECTIONS 10.09 AND 10.10 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS.
 
Section 8.             Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
 
Section 9.            Effect of Amendment.  The Lenders hereby reserve their rights under the Loan Documents and applicable law in respect of Defaults or Events of Default.  Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document or be construed as a novation thereof.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document as amended hereby, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 2 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.
 
Section 10.          Acknowledgement and Affirmation.  Each Loan Party party hereto expressly acknowledges that (a) all of its obligations under the Security Documents and the other Loan Documents to which it is a party are hereby reaffirmed and remain in full force and effect on a continuous basis and (ii) its grant of security interests pursuant to the Security Documents is hereby reaffirmed and remains in full force and effect after giving effect to this Amendment.
 
Section 11.           No Novation.  By its execution of this Amendment, each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation of, but rather a supplement to, the terms of the pre-existing indebtedness and related agreements as evidenced by the Credit Agreement.
 
[Remainder of page left intentionally blank]
 
 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
 
 
U.S. BORROWERS:
     
 
TRONOX INCORPORATED
 
TRONOX LLC
 
TRONOX PIGMENTS LLC
 
TRONOX FINANCE LLC
     
     
 
By:
/s/ Timothy Carlson
 
Name:
Timothy Carlson
 
Title:
Vice President and Chief Financial Officer
     
     
 
TRONOX US HOLDINGS INC.
     
     
 
By:
/s/ Timothy Carlson
 
Name:
Timothy Carlson
 
Title:
Chief Financial Officer
 

 

[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]
 



AUSTRALIAN BORROWERS
 
SIGNED, SEALED and DELIVERED by
Edward T. Prosapio
as attorney for
TRONOX LIMITED (ACN 153 348 111)
TRONOX AUSTRALIA HOLDINGS PTY LIMITED (ACN 155 254 274)
TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED (ACN 155 120 728)
TRONOX GLOBAL HOLDINGS PTY LIMITED
(ACN 154 691 826)
TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED (ACN 155 235 304)
TRONOX PIGMENTS AUSTRALIA PTY LIMITED
(ACN 155 254 336)
TRONOX SANDS HOLDINGS PTY LIMITED
(ACN 154 709 332)
TRONOX HOLDINGS (AUSTRALIA) PTY LTD
(ACN 071 040 750)
TRONOX AUSTRALIA PTY LTD
(ACN 009 084 851)
TIO2 CORPORATION PTY LTD
(ACN 009 124 181)
YALGOO MINERALS PTY. LTD.
(ACN 008 948 383)
TIFIC PTY. LTD. (ACN 009 123 451)
TRONOX MINERAL SALES PTY LTD
(ACN 009 344 094)
TRONOX MANAGEMENT PTY LTD
(ACN 009 343 364)
TRONOX WESTERN AUSTRALIA PTY LTD
(ACN 009 331 195)
TRONOX WORLDWIDE PTY LIMITED
(ACN 158 561 061)
 
 
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/s/ Edward T. Prosapio
 
By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney under power of attorney dated 15 September 2017 in the presence of:

Julie A. Constantinides
Signature of witness

Julie A. Constantinides
Name of witness (block letters)


[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]

 
 
DUTCH BORROWERS:
     
     
 
TRONOX HOLDINGS COÖPERATIEF U.A.
     
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director A
     
 
By:
/s/ Anthony Martin Orrell
 
Name:
Anthony Martin Orrell
 
Title:
Director B
     
 
TRONOX WORLDWIDE PTY LIMITED, acting as Managing Partner of TRONOX HOLDINGS EUROPE C.V.
     
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
     
 
TRONOX PIGMENTS (NETHERLANDS) B.V.
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
     
 
TRONOX PIGMENTS (HOLLAND) B.V.
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
 

[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]



 
GUARANTORS:
     
 
TRONOX INTERNATIONAL FINANCE LLP
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Representative Board Member of Tronox Limited
     
 
TRONOX UK LIMITED
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
     
 
TRONOX UK HOLDINGS LIMITED
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
     
 
TRONOX FINANCE PLC
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Director
     
 
TRONOX INTERNATIONAL HOLDINGS GMBH
     
 
By:
/s/ Steven A. Kaye
 
Name:
Steven A. Kaye
 
Title:
Chairman of the Management Board
 

[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]



SIGNED, SEALED and DELIVERED by
Edward T. Prosapio
as attorney for
TRONOX PIGMENTS PTY LIMITED
(ACN 052 533 829)
 
 
 
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/s/ Edward T. Prosapio

By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney under power of attorney dated 22 February 2019 in the presence of:

/s/ Julie A. Constantinides
Signature of witness

/s/ Julie A. Constantinides
Name of witness (block letters)


[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Lender, Administrative Agent and Collateral Agent



By:
/s/ Peter Schuebler
 
 
Name:
Peter Schuebler
 
 
Title:
Vice President
 


[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]



BANK OF AMERICA, N.A., as Lender
       
       
By:
/s/ Cynthia G. Stannard
 

Name:
Cynthia G. Stannard
 

Title:
Senior Vice President
 
       
       
CITIBANK, N.A., as Lender
       
       
By:
/s/ Christopher Marino
 

Name:
Christopher Marino
 

Title:
Vice President and Director
 
       
       
GOLDMAN SACHS BANK USA, as Lender
       
       
By:
/s/ Josh Rosenthal
 

Name:
Josh Rosenthal
 

Title:
Authorized Signatory
 
       
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
       
       
By:
/s/ Christopher Day
 

Name:
Christopher Day
 

Title:
Authorized Signatory
 
       
       
By:
/s/ Brady Bingham
 

Name:
Brady Bingham
 

Title:
Authorized Signatory
 
       
ROYAL BANK OF CANADA, as Lender
       
By:
/s/ Pierre Noriega
 

Name:
Pierre Noriega
 

Title:
Authorized Signatory
 


[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]



BARCLAYS BANK PLC, as Lender
       
By:
/s/ Kevin Crealese
 

Name:
Kevin Crealese
 

Title:
Managing Director
 


[Signature Page to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement]
 


Annex A

Composite Credit Agreement

[see attached]


Annex A to Consent and Amendment No. 2 to Revolving Syndicated Facility Agreement



$550,000,000
 
REVOLVING SYNDICATED FACILITY AGREEMENT
 
dated as of September 22, 2017,
 
among
 
TRONOX US HOLDINGS INC.,
and certain of its Subsidiaries and Affiliates,
as U.S. Borrowers and Guarantors,
 
TRONOX LIMITED (ACN 153 348 111) and certain of its Subsidiaries,
as Australian Borrowers and Guarantors,
 
TRONOX PIGMENTS (HOLLAND) B.V. and certain of its Affiliates,
as Dutch Borrowers and Guarantors,
 
and
 
THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,
 
THE LENDERS PARTY HERETO,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Issuing Bank, Swingline Lender, Administrative Agent and Collateral Agent,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Australian Security Trustee,

 
BANK OF AMERICA, N.A. and CITIBANK, N.A.,
as Co-Syndication Agents,
 
GOLDMAN SACHS BANK USA,
as Documentation Agent,
 
and
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP GLOBAL MARKETS INC.,
GOLDMAN SACHS BANK USA, and BANK OF AMERICA, N.A.,
as Joint Lead Arrangers and Bookmanagers



TABLE OF CONTENTS
 
Section
Page

ARTICLE I

DEFINITIONS
2
     
Section 1.01
Defined Terms.
2
Section 1.02
Classification of Loans and Borrowings
7477
Section 1.03
Terms Generally
7477
Section 1.04
Accounting Terms; GAAP
7478
Section 1.05
Resolution of Drafting Ambiguities
7579
Section 1.06
UCC/PPSA Australia
7579
Section 1.07
Currency Matters
7679
Section 1.08
Timing of Payment and Performance
7680
Section 1.09
Certain Calculations and Tests
7680
Section 1.10
Certain Dutch Law Matters
7881
     
ARTICLE II
     
THE CREDITS
7982
     
Section 2.01
Commitments
7982
Section 2.02
Loans
8084
Section 2.03
Borrowing Procedure
8185
Section 2.04
Evidence of Debt; Repayment of Loans
8386
Section 2.05
Fees
8487
Section 2.06
Interest on Loans
8588
Section 2.07
Termination and Reduction of Commitments
8589
Section 2.08
Interest Elections
8689
Section 2.09
[Intentionally Omitted]
8790
Section 2.10
Optional and Mandatory Prepayments of Loans
8790
Section 2.11
Alternate Rate of Interest
8993
Section 2.12
Yield Protection
9093
Section 2.13
Breakage Payments
9195
Section 2.14
Payments Generally; Pro Rata Treatment; Sharing of Setoffs
9295
Section 2.15
Taxes
9497
Section 2.16
Mitigation Obligations; Replacement of Lenders
97101
Section 2.17
Swingline Loans
98102
Section 2.18
Letters of Credit
100103
Section 2.19
Defaulting Lenders
107111
Section 2.20
Increase in Commitments
109112
Section 2.21
Determination of Borrowing Bases
111114
Section 2.22
Accounts; Cash Management
127131
Section 2.23
Australian Public Offer
129133
Section 2.24
Australian Tax Matters
131134
Section 2.25
Dutch Tax Matters
133137
Section 2.26
Nature and Extent of Each Borrower’s Liability
136139

-i-



ARTICLE III
     
REPRESENTATIONS AND WARRANTIES
137141
     
Section 3.01
Organization; Requisite Power and Authority; Qualification
137141
Section 3.02
Equity Interests and Ownership
138141
Section 3.03
Due Authorization; Binding Obligation
138141
Section 3.04
No Conflict; Governmental Consents
138142
Section 3.05
Financial Statements
139142
Section 3.06
No Material Adverse Effect
139143
Section 3.07
Adverse Proceedings, Etc.
139143
Section 3.08
Taxes
139143
Section 3.09
Properties
140143
Section 3.10
Environmental Matters
140144
Section 3.11
No Defaults
141145
Section 3.12
Material Contracts
142145
Section 3.13
Government Regulations
142145
Section 3.14
Federal Reserve Regulations; Exchange Act.
142146
Section 3.15
Employee Matters
142146
Section 3.16
Employee Benefit Plans
143146
Section 3.17
Certain Fees
143147
Section 3.18
Solvency
144147
Section 3.19
Compliance with Statutes, Etc.
144147
Section 3.20
Disclosure
144147
Section 3.21
Patriot Act
144148
Section 3.22
Foreign Assets Control Regulations and Anti-Money Laundering
144148
Section 3.23
Senior Indebtedness
145149
Section 3.24
[Intentionally Omitted]
145149
Section 3.25
Security Matters
145149
Section 3.26
Certain Dutch Law Matters
147151
Section 3.27
Certain Australian Law Matters
148151
Section 3.28
Use of Proceeds
148151
Section 3.29
Insurance
148152
Section 3.30
Location of Material Inventory
149152
Section 3.31
Accuracy of Borrowing Bases
149152
Section 3.32
Not a Trustee
149152
Section 3.33
No Immunity
149152
Section 3.34
[Intentionally omitted]
149153
Section 3.35
EEA Financial Institution
149153
     
ARTICLE IV
     
CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
149153
     
Section 4.01
Conditions to Effectiveness
149153
Section 4.02
Conditions to All Credit Extensions.
153157
Section 4.03
Conditions to Initial Credit Extension to an Eligible Subsidiary.
154158

-ii-



ARTICLE V
     
AFFIRMATIVE COVENANTS
156159
     
Section 5.01
Financial Statements, Reports, etc.
156159
Section 5.02
Existence
160164
Section 5.03
Payment of Obligations, Taxes and Claims
160164
Section 5.04
Maintenance of Properties
161165
Section 5.05
Insurance
161165
Section 5.06
Books and Records; Inspections
162166
Section 5.07
Lenders Meetings
162166
Section 5.08
Compliance with Laws
163166
Section 5.09
Environmental
163167
Section 5.10
Subsidiaries
164168
Section 5.11
Additional Material Real Estate Assets
166169
Section 5.12
Further Assurances
166170
Section 5.13
Cash Management
167171
Section 5.14
Post-Closing Matters
167171
Section 5.15
Maintenance of Ratings
167171
Section 5.16
Centre of Main Interests
168172
Section 5.17
Use of Proceeds
168172
Section 5.18
Borrowing Base-Related Reports
168172
Section 5.19
Borrowing Base Verification; Inventory Appraisals
169173
Section 5.20
Designation of Subsidiaries
169173
Section 5.21
PPSA Australia.
170174
Section 5.22
Australian Financial Assistance and Related Matters
170174
Section 5.23
MIRE Events
171175
Section 5.24
Intercompany Loans
175
     
ARTICLE VI
     
NEGATIVE COVENANTS
171175
Section 6.01
Indebtedness
171175
Section 6.02
Liens
175179
Section 6.03
No Further Negative Pledges
180184
Section 6.04
Restricted Junior Payments
180184
Section 6.05
Restrictions on Subsidiary Distributions
183188
Section 6.06
Investments
184188
Section 6.07
Minimum Consolidated Fixed Charge Coverage Ratio
186190
Section 6.08
Fundamental Changes; Dispositions of Assets
186190
Section 6.09
Disposal of Subsidiary Interests
189194
Section 6.10
Sales and Lease Backs
190194
Section 6.11
Transactions with Affiliates
190194
Section 6.12
Conduct of Business
191195
Section 6.13
Permitted Activities of Holdings and Tronox Bahamas.
191195
Section 6.14
Amendments or Waivers of Organizational Documents and Other Documents
192197
Section 6.15
Fiscal Year
193197
Section 6.16
Australian GST Group
193197

-iii-



Section 6.17
Limitation on Issuance of Capital Stock
193198
Section 6.18
Dutch Law Matters
194198
Section 6.19
[Intentionally Omitted]
194198
Section 6.20
Relationship to Term Loan
194198
     
ARTICLE VII
     
GUARANTEE
194199
     
Section 7.01
The Guarantee
194199
Section 7.02
Obligations Unconditional
195199
Section 7.03
Reinstatement
196201
Section 7.04
Subrogation; Subordination
196201
Section 7.05
Remedies
196201
Section 7.06
Instrument for the Payment of Money
197201
Section 7.07
Continuing Guarantee
197201
Section 7.08
General Limitation on Guarantee Obligations
197201
Section 7.09
Swiss Guarantee Limitation
197202
Section 7.10
[Intentionally Omitted].
199204
Section 7.11
Release of Guarantors
199204
Section 7.12
Right of Contribution
200204
Section 7.13
Keepwell
200204
     
ARTICLE VIII
     
EVENTS OF DEFAULT
200205
Section 8.01
Events of Default
200205
Section 8.02
Application of Proceeds
203207
Section 8.03
Clean-Up
204208
     
ARTICLE IX
     
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
204209
     
Section 9.01
Appointment and Authority
204209
Section 9.02
Rights as a Lender
205209
Section 9.03
Exculpatory Provisions
205210
Section 9.04
Reliance by Agent
206211
Section 9.05
Delegation of Duties
206211
Section 9.06
Resignation of Agent
207211
Section 9.07
Non-Reliance on Agent and Other Lenders
208212
Section 9.08
Withholding Tax
208213
Section 9.09
No Other Duties, etc.
209213
Section 9.10
Enforcement
209213
Section 9.11
Lien Releases
209214
Section 9.12
Australian Security Trustee
209214
Section 9.13
Collateral Agent Acting as Security Trustee
211216

-iv-


ARTICLE X
     
MISCELLANEOUS
215219
     
Section 10.01
Notices
215219
Section 10.02
Waivers; Amendment
218222
Section 10.03
Expenses; Indemnity; Damage Waiver
222226
Section 10.04
Successors and Assigns
224228
Section 10.05
Survival of Agreement
227232
Section 10.06
Counterparts; Integration; Effectiveness
227232
Section 10.07
Severability
228232
Section 10.08
Right of Setoff
228232
Section 10.09
Governing Law; Jurisdiction; Consent to Service of Process.
228233
Section 10.10
Waiver of Jury Trial
229234
Section 10.11
Headings.
229234
Section 10.12
Treatment of Certain Information; Confidentiality.
229234
Section 10.13
USA PATRIOT Act Notice and Customer Verification
230235
Section 10.14
Interest Rate Limitation
231235
Section 10.15
[Intentionally Omitted]
231236
Section 10.16
Obligations Absolute
231236
Section 10.17
Dollar Equivalent Calculations
232236
Section 10.18
Judgment Currency
232237
Section 10.19
Special Provisions Relating to Currencies Other Than Dollars
233237
Section 10.20
Australian Code of Banking Practice
233238
Section 10.21
Contracting out of PPSA Australia Provisions
233238
Section 10.22
Parallel Debt
234238
Section 10.23
Intercompany Indebtedness
234239
Section 10.24
Certain Undertakings with Respect to Securitization Subsidiaries
235240
Section 10.25
Designation of Guarantors
236240
Section 10.26
No Fiduciary Relationship
236240
Section 10.27
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
236241

-v-


ANNEXES
 
Annex I
Applicable Margin

SCHEDULES
 
Schedule I
Agreed Security Principles
Schedule II
Commitments
Schedule 1.01(a)
[Intentionally Omitted]
Schedule 1.01(b)
Subsidiary Guarantors
Schedule 1.01(c)
Products
Schedule 1.01(d)
[Intentionally Omitted]
Schedule 1.01(e)
Direct Competitors
Schedule 1.01(f)
Freight Forwarders
Schedule 1.01(g)
[Intentionally Omitted]
Schedule 1.01(h)
Eligible Multinational Account Debtors
Schedule 1.01(i)
Top 20 Customers
Schedule 2.18
Existing Letters of Credit
Schedule 2.22(b)
Controlled Accounts
Schedule 3.02
Equity Interests, Ownership and Jurisdictions
Schedule 3.09
Real Estate Assets
Schedule 3.10
Environmental Matters
Schedule 3.12(a)
Material Contracts
Schedule 3.12(b)
Exceptions to Material Contracts Being in Full Force; Material
Defaults under Material Contracts
Schedule 3.17
Certain Fees
Schedule 3.25
Mortgage Recording Offices
Schedule 3.29
Insurance
Schedule 3.30
Location of Material Inventory
Schedule 4.01(g)
Capital Structure
Schedule 4.01(h)
Local Counsel
Schedule 5.14
Post-Closing Matters
Schedule 6.01(i)
Certain Indebtedness
Schedule 6.01(p)
Certain Letters of Credit
Schedule 6.02(l)
Certain Liens
Schedule 6.03
Certain Negative Pledges
Schedule 6.05
Certain Restrictions on Subsidiary Distributions
Schedule 6.06(i)
Certain Investments as of the Closing Date
Schedule 6.08
Certain Asset Sales
Schedule 6.11
Certain Affiliate Transactions

EXHIBITS
 
Exhibit A
Form of Administrative Questionnaire
Exhibit B
Form of Assignment and Assumption
Exhibit C
Form of Borrowing Request
Exhibit D
Form of Compliance Certificate
Exhibit E
Form of Interest Election Request
Exhibit F
Form of Joinder Agreement
-vi-


Exhibit G
Form of Landlord Access Agreement
Exhibit H
[Intentionally Omitted]
Exhibit I
[Intentionally Omitted]
Exhibit K-1
Form of Revolving Note
Exhibit K-2
Form of Swingline Note
Exhibit L-1
Form of Perfection Certificate
Exhibit L-2
Form of Perfection Certificate Supplement
Exhibit M
[Intentionally Omitted]
Exhibit N
[Intentionally Omitted]
Exhibit O
Form of Solvency Certificate
Exhibit P
[Intentionally Omitted]
Exhibit Q
Form of Non-Bank Certificate
Exhibit R
[Intentionally Omitted]
Exhibit S
Form of Borrowing Base Certificate
Exhibit T
UK Borrower Terms and Conditions

-vii-


REVOLVING SYNDICATED FACILITY AGREEMENT
 
This REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”) dated as of September 22, 2017, among TRONOX US HOLDINGS INC., a Delaware corporation and certain of its Subsidiaries and Affiliates party hereto, as U.S. Borrowers and Guarantors (collectively, the “Initial U.S. Borrowers”), TRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“HoldingsTronox Limited”) and certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the “Initial Australian Borrowers”), TRONOX PIGMENTS (HOLLAND) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 24179173, and certain of its Affiliates party hereto, as Dutch Borrowers and Guarantors (collectively, the “Initial Dutch Borrowers”; and together with the Initial U.S. Borrowers and the Initial Australian Borrowers and any Additional Co-Borrowers who become party hereto, collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, the “Issuing Bank”), as swingline lender (in such capacity, the “Swingline Lender”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Australian security trustee (in such capacity, the “Australian Security Trustee”), BANK OF AMERICA, N.A. and CITIBANK, N.A., as co-syndication agents (the “Syndication Agents”), GOLDMAN SACHS BANK USA, as documentation agent (the “Documentation Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,  CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA,  and BANK OF AMERICA, N.A., as joint lead arrangers and bookmanagers (in such capacity, collectively the “Arrangers”, and each individually, an “Arranger”).
 
WITNESSETH:
 
WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $550,000,000.
 
WHEREAS, the Borrowers have requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of 10% of the aggregate Revolving Commitments.
 
WHEREAS, the Borrowers have requested the Issuing Bank to issue letters of credit as provided in this Agreement.
 
WHEREAS, the Guarantors have agreed to guarantee the obligations of the Borrowers hereunder subject to the terms hereof and as set forth in the other Loan Documents and each of the Borrowers and each of the Guarantors have agreed to secure all of their respective Obligations by granting to the Collateral Agent, for the benefit of Secured Parties, (a) first priority liens on all Revolving Loan Priority Collateral and (b) second priority liens in the Term Loan Priority Collateral, in each case subject to exceptions as permitted by the terms of the Loan Documents.
 
WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.28.
 
1


NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrowers and the Issuing Bank is willing to issue letters of credit for the account of the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
 
ARTICLE I

DEFINITIONS
 
Section 1.01          Defined Terms.
 
As used in this Agreement, the following terms shall have the meanings specified below:
 
2017 GAAP Leases” shall have the meaning assigned to such term in Section 1.04.
 
ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
 
ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.
 
ABR Loan” shall mean any ABR Revolving Loan or U.S. Swingline Loan.
 
ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.
 
“Accession Conditions” shall mean the following:
 
(a) The Administrative Agent shall have received from each of Tronox Holdings and Tronox Intermediate Holdings a joinder to this Agreement pursuant to which each such entity expressly agrees to become a party to this Agreement and to perform all obligations of “Holdings” (in the case of Tronox Holdings) and a “Holding Company” under this Agreement and the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent;
 
(b) The Administrative Agent shall have received a written opinion of (A) Willkie Farr & Gallagher LLP, as special counsel for Tronox Holdings and Tronox Intermediate Holdings, (B) Norton Rose Fulbright LLP, U.K. counsel for the Administrative Agent, and (C) Norton Rose Fulbright Australia, Australian counsel for the Administrative Agent, in each case, dated as of the Accession Date and in form and substance reasonably satisfactory to the Administrative Agent;
 
(c) The Administrative Agent shall have received a certificate of each of Tronox Holdings and Tronox Intermediate Holdings, dated the Accession Date, including or attaching a copy of (i) each Organizational Document of each such entity, (ii) a specimen signature of the Responsible Officers of each such entity executing the Loan Documents to which it is a party, (iii) the relevant corporate resolutions (including the resolutions of the Board of Directors) and, in the case of Tronox Intermediate Holdings, shareholder resolutions approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Accession Date by a Responsible Officer as being in full force and effect without modification or amendment and (iv) in the case of Tronox Intermediate Holdings, (x) a certificate certifying that no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of its shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of each such entity, which is certified by a Responsible Officer of such entity to be correct, complete and not amended or superseded as at a date no earlier than the Accession Date, or (y) a certificate of each such entity certifying that it is not required to comply with Part 21A of the Companies Act 2006;
 
2


(d) The Administrative Agent shall have received from each of Tronox Holdings and Tronox Intermediate Holdings (i) a Security Accession Deed, duly executed and delivered on behalf of such entity, in respect of the English law governed debenture dated as of September 22, 2017 entered into by the UK Loan Parties as Chargors and Tronox Limited and Tronox Global Holdings Pty Limited in favor of the Collateral Agent, (ii) a Debtor Accession Deed as Debtor and Holdings (as applicable) and a Creditor Accession Undertaking, each duly executed and delivered on behalf of such entity, in respect of the Intercompany Intercreditor Agreement, dated as of October 6, 2017, among, inter alios, the Collateral Agent, the Administrative Agent, and the other Creditors and the Debtors (each as defined therein), (iii) an executed joinder to the Intercreditor Agreement in substantially the form attached as an exhibit thereto, (iv) an executed joinder to the Intercompany Note in form and substance reasonably satisfactory to the Administrative Agent, (v) an Australian-law governed Specific Security Deed entered into by Tronox Intermediate Holdings in respect of its shares in Tronox Limited in favor of the Australian Security Trustee, and (vi) in connection with the transfer of the Equity Interests in Tronox Pigments Holland B.V. from Tronox Limited to Tronox Intermediate Holdings, (x) a Dutch-law governed transfer of contract agreement among Tronox Limited as transferor, Tronox Intermediate Holdings as transferee, and the Administrative Agent, the Collateral Agent, the Term Loan Agent and Tronox Pigments Holland B.V. as counterparties, and (y) a Dutch-law governed deed of pledge of future shares among Tronox Intermediate Holdings as pledgor, the Term Loan Agent as pledgee, and Tronox Pigments Holland B.V. as company;
 
(e) All outstanding Equity Interests in Tronox Intermediate Holdings and Tronox Limited shall have been pledged pursuant to the Security Documents (including Tronox Intermediate Holdings entering into an Australian-law governed Specific Security Deed in respect of its shares in Tronox Limited);
 
(f) The Administrative Agent shall have received at least two Business Days prior to the Accession Date all documentation and other information about Tronox Holdings and Tronox Intermediate Holdings as shall have been reasonably requested in writing by the Administrative Agent or any Lender (through the Administrative Agent), to the extent such reasonable notice has been provided to Tronox Holdings and Tronox Intermediate Holdings, that the Administrative Agent or such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act;
 
(g) The organizational structure of Holdings and its Subsidiaries shall be received by the Administrative Agent on or prior to the Accession Date;
 
(h) On and after giving effect to the occurrence of the Accession Date, the representations and warranties of each of Tronox Holdings and Tronox Intermediate Holdings set forth in Sections 3.01, 3.03, 3.04, 3.13, 3.19, 3.25, and 3.35 (in each case, solely with respect to itself and with any references to “Loan Documents” therein to include the Accession Documents) shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Accession Date or on such earlier date, as the case may be; and
 
3


(i) At the time of and immediately after the Accession Date, no Default or Event of Default shall have occurred and be continuing. The occurrence of the Accession Date shall be deemed to constitute a representation and warranty by Tronox Holdings and Tronox Intermediate Holdings (and the Administrative Borrower, solely with respect to this clause (i)) on the Accession Date as to the matters specified in clauses (h) and (i) of this definition.
 
“Accession Date” shall mean the date upon which all of the Accession Conditions are satisfied.
 
“Accession Documents” means the documents required to be delivered by Tronox Holdings and Tronox Intermediate Holdings pursuant to clauses (a) and (d) of the definition of “Accession Conditions”.
 
Account Debtor” shall mean any Person who may become obligated to another Person under, with respect to, or on account of, an Account.
 
Accounts” shall mean all “accounts,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, as applicable, and includes registered claims (vorderingen op naam) within the meaning of the Dutch Civil Code, in each case, in which any Person now or hereafter has rights.
 
Accounts Advance Rate” shall mean (i) during a Seasonal Period, 90%, and (ii) otherwise, 85%.
 
Acquired EBITDA” shall mean, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated Adjusted EBITDA of such Pro Forma Entity (determined as if references to Holdings and the Restricted Subsidiaries in the definition of “Consolidated Adjusted EBITDA” (and in the component financial definitions used therein) were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.
 
Acquired Entity or Business” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA.”
 
Acquisition Transaction” means the purchase or other acquisition, by merger, consolidation or otherwise, by Holdings or any Restricted Subsidiary of any Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person or of a majority of the outstanding Equity Interests of any Person (including any Investment which serves to increase Holdings’ or any Restricted Subsidiary’s respective equity ownership in any joint venture to an amount in excess of the majority of the outstanding Equity Interests of such joint venture).
 
Activation Notice” shall have the meaning assigned to such term in Section 2.22.
 
Additional Co-Borrower” shall mean any Eligible Subsidiary (including an Eligible Subsidiary formed or acquired in connection with a Permitted Acquisition or other permitted Investment), which is either (I) a Cristal Acquired Subsidiary or (II) (a) has satisfied each of the each of the conditions precedent set forth Section 4.03; (b) is able to prepare all collateral reports in a comparable manner to the Borrowers’ reporting procedures on the date such Subsidiary becomes an Additional Co-Borrower and to the extent required to establish a borrowing base in its jurisdiction; (c) is not party to a Permitted Securitization; (d) to the extent not already a Loan Party, has executed and delivered to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and such joinder agreements to this Agreement, contribution and set-off agreements and other Security Documents consistent with the Security Documents delivered by existing Borrowers as the Administrative Agent and the Collateral Agent (and the Australian Security Trustee, if applicable) have reasonably requested and so long as each of the Administrative Agent and the Collateral Agent (and the Australian Security Trustee, if applicable) have received all UCC (or its foreign equivalent) search results necessary to confirm the Collateral Agent’s First Priority Lien on all of such Additional Co-Borrower’s personal property, subject to Permitted Liens; and (e) has delivered all information required under Section 10.13 and as to which the Administrative Agent has completed all vetting and similar procedures pursuant to Requirements of Law and bank policy; provided that, prior to permitting such Subsidiary to initially borrow any Revolving Loans or obtain the initial issuance of any Letters of Credit hereunder (i) such Additional Co-Borrower shall have delivered a Borrowing Base Certificate dated no earlier than twenty-five (25) days prior to the date such assets are first included in the Borrowing Base and (ii) the Administrative Agent, in its discretion, shall have the reasonable right prior to the date such assets are first included in the Borrowing Base to conduct Collateral field audits and Inventory Appraisals with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Administrative Agent and at the sole expense of such Subsidiary.
 
4


Additional Incremental Class” shall have the meaning assigned to such term in Section 2.20(a).
 
Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other Person appointed as the successor pursuant to Article X.
 
Administrative Agent Fee” shall have the meaning assigned to such term in Section 2.05(b).
 
Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.
 
Administrative Borrower” shall mean HoldingsTronox Limited, or any successor entity serving in that role pursuant to Section 2.03(b).
 
Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.
 
 “Adverse Proceeding” shall mean any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any Borrower, threatened in writing against or affecting Holdings or any of its Restricted Subsidiaries or any property of Holdings or any of its Restricted Subsidiaries.
 
Affiliate” shall mean, with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 25% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.
 
5


Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.
 
Agreed Security Principles” means those certain agreed security principles set out in Schedule I hereto, solely with respect to (i) Loan Parties that are not U.S. Loan Parties, and (ii) assets and properties located outside of the United States or any political subdivision thereof.
 
Aggregate Borrowing Base” shall mean the sum of (a) the Australian Borrowing Base; plus (b) the Dutch Borrowing Base; plus (c) the U.S. Borrowing Base plus (d) Qualified Cash.
 
Agreement” shall have the meaning assigned to such term in the preamble hereto.
 
Alkali Sale” shall mean the sale by certain of HoldingsTronox Limited and its Subsidiaries of their alkali chemicals business to Genesis Energy consummated on September 1, 2017.
 
Alternate Base Rate” shall mean, for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such day; (b) the Federal Funds Effective Rate in effect on such day plus 0.50%; and (c) the LIBOR Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.
 
“Amendment No. 2” shall mean Amendment No. 2 to Revolving Syndicated Facility Agreement, dated as of March 22, 2019, by and among the Loan Parties, the Lenders party thereto, and the Administrative Agent.
 
“Amendment No. 2 Effective Date” shall have the meaning set forth in Amendment No. 2.
 
Anti-Corruption Laws” means laws, regulations, or orders relating to anti-bribery or anti-corruption (governmental or commercial), including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended; the UK Bribery Act 2010; and applicable laws, regulations, or orders enacted to implement the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions and the UN Convention against Corruption.
 
Anti-Terrorism Laws” shall mean any Requirement of Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”) of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), Executive Order 13224 (effective September 24, 2001), the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and, in the UK, the Money Laundering Regulations 2007, Proceeds of Crime Act 2002 and Terrorism Act 2000.
 
6


Applicable Fee” shall mean (a) 0.375% at any time when the Revolving Exposure is less than or equal to 30% of the aggregate Revolving Commitments; and (b) 0.25% at any time when the Revolving Exposure is greater than 30% of the aggregate Revolving Commitments.
 
Applicable Margin” shall mean, for any day, with respect to any Revolving Loan the applicable percentage set forth in Annex I under the appropriate caption.
 
Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.
 
Appointee” shall have the meaning assigned to such term in Section 9.13(c).
 
Approved Currency” shall mean each of dollars and euros; provided that, with respect to Letters of Credit issued hereunder, Approved Currencies also include Australian Dollars, New Zealand Dollars and Sterling.
 
Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
Arranger” shall have the meaning assigned to such term in the preamble hereto.
 
ASIC” means the Australian Securities and Investments Commission.
 
Asset Sale” shall mean a sale, lease or sub lease (as lessor or sublessor), Sale and Leaseback Transaction, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, or any issuance or sale of any Equity Interests of any Restricted Subsidiary of Holdings to, any Person (other than (a) among Borrowers, (b) any Borrower and any Guarantor, (c) among Guarantors, (d) by a non-Loan Party to a Loan Party, (e) among non-Loan Parties or (f) to any Restricted Subsidiary; provided that in the case of this clause (f) to a non-Loan Party, (1) such Asset Sale is for Fair Market Value, (2) and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party, which Investment is permitted hereunder, (3) if such Asset Sale includes Revolving Loan Priority Collateral, then (x) as of the making of such Asset Sale and after giving effect thereto on a Pro Forma Basis, the Payment Conditions shall be satisfied, and (y) not less than five (5) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion) prior to the consummation of such Asset Sale, Administrative Borrower shall have delivered to Administrative Agent an updated Borrowing Base Certificate giving Pro Forma Effect to such Asset Sale), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, created, leased or licensed, including the Equity Interests of any of Holdings’ Restricted Subsidiaries, other than (i) inventory (or other assets) sold, conveyed, transferred, assigned, disposed of, leased or licensed out in the ordinary course of business (excluding any sales, conveyances, transfers, assignments, dispositions, leases or licenses out by operations or divisions discontinued or being discontinued); (ii) non-exclusive licenses of Intellectual Property in the ordinary course of business; (iii) the disposition of cash and Cash Equivalents in the ordinary course of business; (iv) except for purposes of Section 6.03, sales, leases, sub-leases, Sale and Leaseback Transactions, assignments, conveyances, exclusive licenses, transfers or other dispositions for consideration of less than $5,000,000 with respect to any transaction or series of related transactions and less than $15,000,000 in the aggregate during any Fiscal Year; (v) the sales of Accounts arising in the ordinary course of business to the Bahamas Receivables Purchaser pursuant to the Bahamas Receivables Purchase Agreement; (vi) sales and other dispositions to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value or usefulness to the business or (y) an amount equal to the net cash proceeds of such sales and other dispositions are promptly applied to the purchase price of such replacement property; provided, that in the case of clause (vi)(y), in the event such sale and other disposition includes Revolving Priority Collateral, as of the making of such sales and other dispositions and after giving effect thereto on a Pro Forma Basis, the Payment Conditions shall be satisfied; and (vii) issuance of Equity Interests of Holdings to the extent permitted by Section 6.17.  For the avoidance of doubt, a grant or pledge of a security interest or a collateral assignment shall not constitute an Asset Sale.
 
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Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.
 
Associate” has the meaning assigned to such term in section 128F(9) of the Australian Tax Act.
 
Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Borrowers’ then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.
 
Australia” shall mean the Commonwealth of Australia.
 
Australian Controlled Accounts” shall mean all Controlled Accounts maintained by an Australian Borrower.
 
Australian Borrowers” shall mean, collectively, (a) the Initial Australian Borrowers; and (b) any Additional Co-Borrower incorporated or organized under the laws of Australia that becomes a party hereto after the date hereof.
 
Australian Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.21, an amount equal to the sum (expressed in dollars, based on the Dollar Equivalent thereof) of, without duplication, the lesser of:
 
(a)         (i)          the book value of the Australian Eligible Accounts multiplied by the Accounts Advance Rate; plus
 
(ii)          the lesser of, (A) the Inventory Cost Advance Rate multiplied by the Cost of the Australian Eligible Inventory and (B) the Inventory Recovery Advance Rate multiplied by the Net Recovery Cost Percentage multiplied by the Cost of the Australian Eligible Inventory; minus
 
(iii)          any Australian Reserves then in effect established from time to time by the Administrative Agent, in the exercise of its Permitted Discretion; and
 
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(b)          40% of the aggregate Revolving Commitments in effect at such time.
 
Notwithstanding anything to the contrary, the aggregate of the Dutch Borrowing Base and the Australian Borrowing Base shall not exceed 40% of the aggregate Revolving Commitments in effect at such time.
 
The Australian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Administrative Agent with such adjustments as the Administrative Agent deems appropriate, in its Permitted Discretion to correct errors, to implement Reserves or to adjust for fluctuations in the currency exchange rate relating to assets comprising the Australian Borrowing Base.
 
Australian Dollars” shall mean the lawful currency of Australia.
 
Australian Eligible Accounts” shall have the meaning assigned to such term in Section 2.21(a).
 
Australian Eligible Inventory” shall have the meaning assigned to such term in Section 2.21(d).
 
Australian General Security Deed” shall mean collectively, (a) the General Security Deed dated on or after the Closing Date among the Loan Parties party thereto and the Australian Security Trustee; and (b) one or more other Australian General Security Deeds dated on or after the Closing Date among the Loan Parties party thereto and the Collateral Agent or the Australian Security Trustee that secure obligations under the Loan Documents, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms.
 
Australian GST Act” shall mean the Australian A New Tax System (Goods and Services Tax) Act 1999 (Cth).
 
Australian GST Group” shall mean a GST Group as defined in Australian GST Act.
 
Australian Loan Party” shall mean a Loan Party incorporated, organized or otherwise formed in Australia.
 
Australian Pension Plan” shall mean any regulated superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth)) contributed to by, or to which there is or may be an obligation to contribute by, any Loan Party in respect of its Australian employees or former employees.
 
Australian Priority Payables Reserve” shall mean on any date of determination, a reserve in an amount as the Administrative Agent may determine in its Permitted Discretion up to the amounts secured by any rights (whether imposed under a statute of Australia or any state or territory of Australia), Liens, choate or inchoate, which rank or are capable of ranking in priority to the Collateral Agent’s, Australian Security Trustee’s and/or the Secured Parties’ Liens and/or for amounts which may represent costs relating to the enforcement of the Administrative Agent’s or the Australian Security Trustee’s Liens including, without limitation, to the extent applicable by operation of law, any such amounts due and not paid for wages, superannuation contributions, superannuation guarantee charges, leave of absence, injury compensation and retrenchment payments that would have priority in an external administration as specified in Part 5.6 of the Corporations Act, and any claims that have priority under the PPSA Australia.
 
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Australian Reserves” shall mean the sum (without duplication) of the Australian Priority Payables Reserve and such additional reserves pertaining to the Australian Borrowers, in such amounts and with respect to such matters, as the Administrative Agent may establish from time to time in its Permitted Discretion; provided, that the initial Australian Reserves, if any, shall be as set forth on the Borrowing Base Certificate delivered for purposes of the Closing Date.
 
Australian Resident Borrower” shall mean each of the Australian Borrowers and Tronox Finance LLC, Tronox Pigments Ltd, Tronox Pigments LLC, Tronox Holdings Europe, Tronox Holdings Coöperatief  and Tronox Pigments Netherlands B.V.
 
Australian Resident Loan Party” shall mean each of the Australian Loan Parties and Tronox Finance LLC, Tronox Pigments Ltd, Tronox Pigments LLC, Tronox Holdings Europe, Tronox Holdings Coöperatief and Tronox Pigments Netherlands B.V., but does not include Holdings.
 
Australian Revolving Loan” shall mean a Loan made by the Lenders to an Australian Borrower pursuant to Section 2.01(a). Each Australian Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.
 
Australian Security Agreements” shall mean, collectively, (a) the Australian Security Trust Deed; (b) each Australian General Security Deed; (c) the Australian Specific Security Deed; and (d) each pledge or security agreement between or among any Loan Party incorporated or organized under the laws of the Commonwealth of Australia or any province or territory thereof and the Collateral Agent or the Australian Security Trustee, in each case that secure obligations under the Loan Documents.
 
Australian Security Trust” shall mean the trust established under the Australian Security Trust Deed.
 
Australian Security Trust Deed” shall mean that certain Australian Security Trust Deed dated on or after the Closing Date, executed as a deed poll by the Australian Security Trustee.
 
Australian Security Trustee” shall mean Wells Fargo Bank, National Association or any successor security trustee appointed in accordance with this Agreement.
 
Australian Specific Security Deed” means each Australian law Specific Security Deed (if any) among the Loan Parties party thereto and the Collateral Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms.
 
Australian Subsidiary” shall mean each Australian Loan Party and each other Subsidiary of Holdings incorporated, organized or otherwise formed in Australia.
 
 “Australian Tax Act” shall mean the Australian Income Tax Assessment Act 1936 (Cth) or the Australian Income Tax Assessment Act 1997 (Cth) (as applicable).
 
Available Cash” shall mean, as of any date of determination, the aggregate amount of (x) unrestricted cash and Cash Equivalents owned by Holdings and the Restricted Subsidiaries (excluding any Securitization Subsidiary), as reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP but without giving Pro Forma Effect to the receipt of the proceeds of any Indebtedness that is incurred on such date and (y) cash and Cash Equivalents restricted in favor of the Collateral Agent and the Term Loan Agent (which may also include cash and Cash Equivalents securing other Indebtedness permitted hereunder that is secured by a Lien on the Collateral in favor of the Collateral Agent, the Term Loan Agent or any Senior Representative and Liens permitted pursuant to Section 6.02).
 
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Average Daily Borrowing Availability” shall mean, for any period, the average of the respective Borrowing Availability amounts as at the end of each day during such period.
 
Bahamas Receivables Purchase Agreement” shall mean that certain Non-Recourse Receivables Purchase Agreement, dated January 18, 2012 (as amended, restated, supplemented and / or modified and in effect as of the Closing Date), or any replacement receivables purchase agreement or similar form of agreement between Tronox Bahamas, as seller, and the Bahamas Receivables Purchaser, in such form as may be acceptable to the parties thereto and the Administrative Agent.
 
Bahamas Receivables Purchaser” shall mean the purchaser under the Bahamas Receivables Purchase Agreement, which shall be a U.S. Borrower, an Australian Borrower or, from and after this Agreement is amended to add a Borrower organized under the laws of the UK in accordance with Exhibit T, a UK Borrower, and which, on the Closing Date, is Tronox Pigments LLC.
 
Bahamian Receivables Conditions” shall mean the following conditions:
 
(a)          execution and delivery of the Bahamas Receivables Purchase Agreement and related documentation, each in form and substance reasonably satisfactory to the Administrative Agent;
 
(b)          delivery of (i) legal opinions with respect to the Bahamas Receivables Purchase Agreement (which shall provide an opinion that the sale of the receivables, having been made for good and valuable consideration, will be absolute and creditors, trustees, receivers, administrators or any other similar person under any Debtor Relief Law would not have any claim to such receivables or the Proceeds thereof in any insolvency or similar proceeding under any Debtor Relief Law involving the seller, subject to any fraudulent preference or fraudulent disposition); (ii) evidence that there are no stamp taxes payable in connection with the transactions contemplated as part of the Bahamas Receivables Purchase Agreement (which evidence may be in the form of a legal opinion) or evidence that if there are stamp taxes payable in connection with the transactions contemplated as part of the Bahamas Receivables Purchase Agreement), such stamp taxes have been paid or arrangements for payment satisfactory to the Administrative Agent have been made; and (iii) all Security Documents executed by the Bahamas Receivables Purchaser and certificates, in each case in form and substance reasonably satisfactory to the Collateral Agent and the Australian Security Trustee;
 
(c)          (i) all Accounts relating to the sale of Inventory produced or owned by an Australian Loan Party (including any Accounts arising from “flash sales” or other on-selling arrangements with third party customers) are owned by an Australian Borrower, a U.S. Borrower or, from and after this Agreement is amended to add a Borrower organized under the laws of the UK in accordance with Exhibit T, a UK Borrower (other than Accounts owned by Tronox Bahamas) and are subject to a perfected, First Priority Lien in favor of the Collateral Agent or the Australian Security Trustee pursuant to documents in form and substance reasonably satisfactory to the Collateral Agent and the Australian Security Trustee; and (ii) the Account Debtors with respect to such Accounts make all payments on such Accounts to a bank account owned by an Australian Borrower, a U.S. Borrower or, from and after this Agreement is amended to add a Borrower organized under the laws of the UK in accordance with Exhibit T, a UK Borrower and subject to a perfected, First Priority Lien in favor of the Collateral Agent or the Australian Security Trustee pursuant to documents (including Control Agreements) in form and substance reasonably satisfactory to the Administrative Agent;
 
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(d)          (i) all Account Debtors with respect to Accounts originally owned by Tronox Bahamas (and sold to the Bahamas Receivables Purchaser) relating to the sale of Inventory acquired directly or indirectly from any Australian Loan Party make all payments on such Accounts to an account owned by Tronox Bahamas in its capacity as servicer; and (ii) all Proceeds in such accounts are swept on a daily basis to a bank account owned by the Bahamas Receivables Purchaser and subject to a perfected security interest and continuing agreement in favor of the Collateral Agent or the Australian Security Trustee pursuant to documents (including Control Agreements) in form and substance reasonably satisfactory to the Agents; and
 
(e)          the Bahamas Receivables Purchase Agreement or a notice filing in respect thereof shall be filed with such Governmental Authority or at such filing office in the Bahamas as is necessary or desirable in the opinion of the Administrative Agent.
 
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
 
Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
 
Bailee Letter” shall mean a bailee letter of any bailee in possession of any assets of any Loan Party in form and substance reasonably satisfactory to the Administrative Agent.
 
Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.
 
Blocked Borrower” shall Tronox Blocked Borrower LLC, a Delaware limited liability company.
 
Blocked Term Facility Account” shall have the meaning assigned to the term “Blocked Borrower Account” in, and shall be subject to the terms and conditions of, the Intercreditor Agreement.
 
Board” shall mean the Board of Governors of the Federal Reserve System of the United States.
 
Board of Directors” shall mean, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person; (b) in the case of any limited liability company, the board of managers of such Person and, in respect of a Person organized under the laws of the Netherlands, the managing board (bestuur) and/or the supervisory board (raad van commissarissen), as applicable; (c) in the case of any partnership (other than any limited liability partnership), the Board of Directors of the general partner of such Person; and (d) in any other case, the functional equivalent of the foregoing.
 
Borrower” and “Borrowers” shall have the meaning assigned to such terms in the preamble hereto.
 
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Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Revolving Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.
 
Borrowing Availability” shall mean at any time (I) the lesser of (a) the Aggregate Borrowing Base at such time; and (b) the aggregate amount of the Lenders’ Revolving Commitments at such time, in each case, less (II) the aggregate Revolving Exposure of all Lenders at such time.
 
Borrowing Base” shall mean, as the context may require, the Aggregate Borrowing Base, the U.S. Borrowing Base, the Australian Borrowing Base and/or the Dutch Borrowing Base.
 
Borrowing Base Certificate” shall mean a certificate signed by a Financial Officer of the Administrative Borrower delivered to the Administrative Agent, substantially in the form of, and containing the information prescribed by Exhibit S, setting forth the Borrowers’ calculation of the Australian Borrowing Base, the Dutch Borrowing Base, the U.S. Borrowing Base and the Aggregate Borrowing Base.
 
Borrowing Request” shall mean a request by the Administrative Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.
 
 “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with (a) a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market, (b) a Euro Denominated Loan, the term “Business Day” shall also exclude any day on which the Trans-European Real-time Gross Settlement Operating System (or any successor operating system) is not operating (as determined in good faith by the Administrative Agent).
 
Canadian Dollars” shall mean the lawful currency of Canada.
 
Capital Lease Obligations” of any Person shall mean an obligation that is a Capitalized Lease; and the amount of Indebtedness represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP as in effect on the Closing Date.
 
Cash Dominion Period” shall mean, any period (i) commencing on the date that (A) a Specified Event of Default shall have occurred and be continuing or (B) the Borrowing Availability for five (5) consecutive Business Days shall be less than the greater of (x) $40,000,00030,000,000 and (y) 12.5% of the aggregate Revolving Commitments in effectAggregate Borrowing Base at such time; and (ii) continuing until, during the preceding 30 consecutive days, no Specified Event of Default has existed on any day and the Borrowing Availability has at all times been greater than the greater of (A) $40,000,00030,000,000 and (B) 12.5% of the aggregate Revolving Commitments in effectAggregate Borrowing Base at such time.
 
Cash Equivalents”  shall mean, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than six months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances (or, in the case of Non-U.S. Entities, the foreign equivalent thereof) maturing within six months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $500,000,000 (or, in the case of a Non-U.S. Entity that is incorporated in Australia, issued or accepted by any Lender or commercial bank incorporated in Australia or authorised deposit-taking institution (as defined in the Banking Act 1959 (Cth)) and which has a rating of at least A-1 from S&P or at least P-1 from Moody’s); (e) demand deposit accounts holding cash, (f) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $3.0 billion, and (iii) has the highest rating obtainable from either S&P or Moody’s and (g) other short-term investments of a type analogous to the foregoing utilized by Non-U.S. Entities; provided, that, in the case of any Investment by a Non-U.S. Entity, “Cash Equivalents” shall also include: (w) direct obligations of the sovereign nation (or any agency thereof) in which such Non-U.S. Entity is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (x) investments of the type and maturity described in clauses (a) through (f) above of obligors that are Non-U.S. Entities, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, (y) repurchase obligations of any Affiliate of an Arranger or any commercial bank (or any Affiliate thereof) satisfying the requirements of clause (d) above, in each case having a term of not more than six months; and (z) other Investments consistent with the cash investment policy of Holdings, as such cash investment policy is in effect on the Closing Date.
 
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Cash Management Obligations” means (a) obligations in respect of any treasury management services, overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit, commercial credit card, debit card, stored value card or purchase card programs and similar arrangements.
 
Cash Management System” shall have the meaning assigned to such term in Section 2.22.
 
Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any material property of Holdings or any of its Restricted Subsidiaries. For the avoidance of doubt, “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any Person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any Person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.
 
A “Change in Control” shall be deemed to have occurred if:
 
(a)          at any time after the date hereof, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than (x) Exxaro or (y) Cristal or any of and their respective Affiliates (a) shall have acquired beneficial ownership or control of more than 50% on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Holdings or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of Holdings; (ii) Holdings (or, in the event a Top Hat Transaction has been consummated, a Parent Entity of Holdings) shall cease to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of the Borrowereach Loan Party (except as expressly permitted under this Agreement); or (iii) the majority of the seats (other than vacant seats) on the Board of Directors of Holdings (or, in the event a Top Hat Transaction is consummated, a Parent Entity of Holdings) cease to be occupied by Persons who either (a) were members of the Board of Directors of HoldingsTronox Limited on the Closing Date or (b) were nominated for election by the Board of Directors of HoldingsTronox Limited, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or
 
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(b)          there shall  have occurred a “change in control” (or corresponding definition) under the Senior Unsecured 2022 Notes, the New Notes, the Term Loan Agreement or any other agreement with respect to Material Indebtedness of Holdingsany Holding Company or other Loan Party.
 
For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, and (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan”.
 
Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 
Charges” shall have the meaning assigned to such term in Section 10.14.
 
Chattel Paper” shall mean all “chattel paper,” as such term is defined in the PPSA Australia or the UCC as in effect on the date hereof in the State of New York, as applicable, in which any Person now or hereafter has rights.
 
Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.20, of which such Loan, Borrowing or Commitment shall be a part.
 
Clean-Up Period” shall have the meaning assigned to such term in Section 8.03.
 
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Closing Date” shall mean the date on which the conditions set forth in Article IV of this Agreement are satisfied and the agreement becomes effective pursuant to the provisions of Section 10.06, such date being September 22, 2017.
 
Closing Date Refinancing” means, collectively, (i) the repayment, redemption, repurchase or other discharge of the Indebtedness evidenced by the Existing Credit Agreement, the Senior Unsecured 2020 Notes and the Term Loan Agreement (as such term is defined in the Existing Credit Agreement), each in accordance with payoff letters reasonably satisfactory to the Administrative Agent, and (ii) the termination of all commitments to extend credit in respect of the Indebtedness described in the foregoing clause (i) and (iii) the termination and release of any security interests and guarantees in connection therewith, in each case pursuant to documentation reasonably satisfactory to the Administrative Agent.
 
Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
 
Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.
 
Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.
 
Collection Account” shall have the meaning assigned to such term in Section 2.22.
 
COMI” means the centre of main interests (as that term is used in Article 3(1) of the EU Insolvency Regulation).
 
Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by the Borrowers or any of their respective Subsidiaries in the ordinary course of their businesses.
 
Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment or Swingline Commitment, and any adjustment to such Lender’s Revolving Commitment pursuant to the provisions set forth in Section 2.20.
 
Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).
 
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
 
Companies” shall mean Holdings and its Restricted Subsidiaries; and “Company” shall mean any one of them.
 
Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.
 
Confidential Information Memorandum” shall mean that certain confidential information memorandum used in the primary syndication of the credit facilities provided for in this Agreement.
 
Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income for such period, plus:
 
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(a)          without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 
(i)          total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),
 
(ii)          provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, and similar taxes based on income, profits, revenue or capital and foreign withholding taxes paid during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations,
 
(iii)          depreciation, depletion and amortization (including  amortization of deferred financing fees or costs (including original issue discount)),
 
(iv)          other non-cash charges  (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) Holdings may determine not to add back such non-cash charge in the current period or (B) to the extent Holdings decides to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period,
 
(v)          [intentionally omitted],
 
(vi)        losses or discounts on sales of receivables and related assets in connection with any Permitted Receivables Financing,
 
(vii)          cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Adjusted EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (c) below for any previous period and not added back,
 
(viii)        (A) any costs or expenses incurred or paid by Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or long term incentive plan or agreement, any severance agreement or any stock subscription or shareholder agreement, and (B) any charge in connection with the rollover, acceleration or payout of equity interests held by management and members of the board of Holdings (or any direct or indirect parent thereof), in each case under this clause (B), to the extent any such cash charge is funded with net cash proceeds contributed to Holdings as a capital contribution or as a result of net cash proceeds of an issuance of Equity Interests (other than Disqualified Capital Stock, any “specified equity contribution” or any “excluded contribution” (other than any such excluded contribution designated for such purpose)) of Holdings,
 
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(ix)          any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature,
 
(x)            charges attributable to, and payments of, legal settlements, fines, judgments or orders,
 
(xi)          to the extent deducted in the calculation of Consolidated Net Income, earn-out obligation expense incurred in connection with any acquisition or other investment (including any acquisition or other investment consummated prior to the Closing Date) which is paid or accrued during the applicable period,
 
(xii)          to the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as Holdings in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent such proceeds are not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarters)),
 
(xiii)       the amount of any charge or deduction associated with any Restricted Subsidiary that is attributable to any non-controlling interest or minority interest of any third party,
 
(xiv)        charges, expenses or losses incurred in connection with any Tax Restructuring (in each case, whether or not consummated), and
 
(xv)        charges relating to the sale of products in new locations, including, without limitation, start-up costs, initial testing and registration costs in new markets, the cost of feasibility studies, travel costs for employees engaged in activities relating to any or all of the foregoing and the allocation of general and administrative support in connection with any or all of the foregoing
 
plus
 
(b)          without duplication, the amount of “run rate” cost savings, operating expense reductions and synergies related to the Transactions, the Cristal Acquisition and any restructuring, cost saving initiative or other initiative that are projected by Holdings in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken or initiated on or prior to the date that is eight fiscal quarters after the end of the relevant Test Period or, in the case of the Transactions, the Closing Date (including restructuring and integration charges) (which cost savings shall be added to Consolidated Adjusted EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit during the eight fiscal quarter period referred to above that is associated with the relevant action); provided that (A) such cost savings are factually supportable and reasonably identifiable and (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are included in clause (a) above or are excluded from Consolidated Net Income pursuant to clause (a) of the definition thereof; less
 
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(c)          without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 
(i)          (i)          non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated Adjusted EBITDA in any prior period),
 
(ii)          the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any Restricted Subsidiary that is not a wholly-owned subsidiary added to and not deducted in such period from Consolidated Net Income, and
 
(iii)        cash expenditures (or any netting arrangements resulting in increased cash expenditures) not representing Consolidated Adjusted EBITDA in any period to the extent non-cash losses relating to such expenditures were added to the calculation of Consolidated Adjusted EBITDA for any previous periods and not subtracted back;
 
in each case, as determined on a consolidated basis for Holdings and the Restricted Subsidiaries in accordance with GAAP; provided that:
 
(I)          there shall be included in determining Consolidated Adjusted EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by Holdings or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) whether such acquisition occurred before or after the Closing Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Closing Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis,
 
(II)          there shall be (A) excluded in determining Consolidated Adjusted EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Holdings or any Restricted Subsidiary during such period (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated Adjusted EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for further delivery to the Lenders), and
 
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(III)          Consolidated Adjusted EBITDA shall be increased (with respect to losses) or decreased (with respect to gains) by, without duplication, any net realized gains and losses relating to (i) amounts denominated in foreign currencies resulting from the application of FASB ASC 830 (including net realized gains and losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized gains or losses from related Swap Agreements (entered into in the ordinary course of business or consistent with past practice)) or (ii) any other amounts denominated in or otherwise trued-up to provide similar accounting as if it were denominated in foreign currencies.
 
Consolidated Capital Expenditures” shall mean, for any period, for any period, the additions to property, plant and equipment and other capital expenditures of Holdings and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP.
 
Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a) the sum of (I) Consolidated Adjusted EBITDA for such Test Period (without giving effect to clause (xv) of the definition of “Consolidated Adjusted EBITDA”) minus (II) the aggregate amount of Consolidated Capital Expenditures paid in cash for such period (other than (i) financed with the incurrence of long-term Indebtedness (other than Loans hereunder), (ii) made to restore, replace or rebuild assets subject to casualty or condemnation events to the extent made with the cash proceeds of insurance or condemnation awards, (iii) to the extent made with cash proceeds of Asset Sales permitted hereunder and/or (iv) constituting capital assets acquired in a Permitted Acquisition or similar Investment) to (b) Consolidated Fixed Charges for such Test Period; provided that, in connection with any calculation of the Consolidated Fixed Charge Coverage Ratio hereunder, Holdings shall provide to the Administrative Agent reasonably detailed information setting forth, with respect to each of the defined terms applicable to the determination of the Consolidated Fixed Charge Coverage Ratio hereunder, all applicable amounts attributable to Holdings and its Restricted Subsidiaries, collectively, on the one hand, and the Unrestricted Subsidiaries, collectively, on the other hand.
 
Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of:
 
(a)          consolidated interest expense for such period of Holdings and its Restricted Subsidiaries (calculated in accordance with GAAP) paid in cash, minus, the total consolidated interest income of the Companies for such period, minus, any one-time financing fees to the extent included in consolidated interest expense for such period (provided the foregoing shall be calculated after giving effect to net payments, if any, made and received pursuant to interest rate Swap Agreements with to respect to Indebtedness);
 
(b)          all cash payments made by Holdings and its Restricted Subsidiaries in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period);
 
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(c)          the principal amount of all scheduled amortization payments on all long-term Indebtedness paid in cash of Holdings and its Restricted Subsidiaries for such period (as determined on the first day of the respective period and after giving effect to any reduction thereof due to mandatory or permitted prepayments on such Indebtedness); provided that for the avoidance of doubt, it is agreed that any principal payments at final maturity made with identifiable proceeds of Indebtedness or equity to the extent such Indebtedness or equity was incurred to refinance, replace or refund the entire outstanding principal amount of such Indebtedness shall not be included in this clause (c);
 
(d)          the product of (i) all cash dividend payments on any series of Disqualified Capital Stock of Holdings or any of its Restricted Subsidiaries (other than dividend payments to any Loan Party) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Holdings and its Subsidiaries, expressed as a decimal; and
 
(e)          the product of (i) all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of Holdings or any of its Restricted Subsidiaries (other than dividend payments to any Loan Party) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Holdings and its Restricted Subsidiaries, expressed as a decimal.
 
Consolidated Net Debt” shall mean, as of any date of determination, the outstanding principal amount of all third party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under letters of credit to the extent not reimbursed within one Business Day following the drawing thereof, Capital Lease Obligations (other than 2017 GAAP Leases) and third party Indebtedness obligations evidenced by bonds, debentures, notes or similar instruments, in each case of Holdings and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (but without giving effect to any election to value any such Indebtedness at “fair value” or any other accounting principle that results in any such Indebtedness (other than zero coupon Indebtedness) being reflected as an amount below the stated principal amount thereof and excluding, in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with any Permitted Acquisition or other Investment) minus all Available Cash. For the avoidance of doubt, Consolidated Net Debt shall not include any of the foregoing to the extent owed by Unrestricted Subsidiaries.
 
Consolidated Net Income” shall mean, for any period, the net income (loss) of Holdings and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:
 
(a)          extraordinary, exceptional unusual or non-recurring gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ opening costs, restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves and any restructuring charge relating to any Tax Restructuring), whether or not classified as restructuring expense on the consolidated financial statements, business optimization charges, systems implementation charges, charges relating to entry into a new market, consulting charges, software development charges, charges associated with new systems design, project startup charges, charges in connection with new operations, corporate development charges, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of multi-employer plan or pension liabilities), for such period,
 
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(b)          the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,
 
(c)          Transaction Costs, including (i) payment of any severance and the amount of any other success, change of control or similar bonuses or payments payable to any current or former employee, director, officer or consultant of Holdings or any of its Subsidiaries as a result of the Transaction without the requirement of any action on the part of Holdings or any of its Subsidiaries, and (ii) costs in connection with payments related to the rollover, acceleration or payout of equity interests and stock options held by management and members of the board of the Borrower and its Subsidiaries, including the payment of any employer taxes related to the items in this clause (c), and similar costs, expenses or charges incurred in connection with the Cristal Acquisition and any other Permitted Acquisition or Specified Transaction,
 
(d)          the net income (loss) for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions or other similar payments that are actually paid in cash (or to the extent converted into cash) by such Person to Holdings or any Restricted Subsidiary during such period,
 
(e)          any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities (including any Public Offering of Holdings or any direct or indirect parent company), refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460),
 
(f)          any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,
 
(g)          accruals and reserves that are established or adjusted in accordance with GAAP (including any adjustment of estimated payouts on existing earnouts, inventory, property and equipment, leases, rights fee arrangements, software, goodwill, intangible assets, in-process research and development, deferred revenue, advanced billings and debt line items thereof) resulting from the application of recapitalization accounting or the acquisition method of accounting, as the case may be, in relation to the Transactions, the Cristal Acquisition or any consummated acquisition or the amortization or write-off of any amounts thereof) or changes as a result of the adoption or modification of accounting policies during such period,
 
(h)          all Non-Cash Compensation Expenses,
 
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(i)          any income (loss) attributable to deferred compensation plans or trusts, any employment benefit scheme or any similar equity plan or agreement,
 
(j)          [intentionally omitted],
 
(k)          any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),
 
(l)          any non-cash gain (loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period,
 
(m)          any non-cash gain (loss) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances or any other currency-related risk), unrealized or realized net foreign currency translation or transaction gains or losses impacting net income,
 
(n)          any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made),
 
(o)          any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities;
 
(p)          the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to the Transactions, the Cristal Acquisition or any acquisition consummated before or after the Closing Date, and the amortization, write-down or write-off of any amounts thereof, net of taxes, will be excluded; and
 
(q)          all discounts, commissions, fees and other charges (including interest expense) associated with any Permitted Receivables Financing will be excluded.
 
In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds received or, so long as Holdings has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder.
 
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Contractual Obligation” shall mean, as applied to any Person, any provision of any security or other Equity Interest issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.
 
Contribution Amount” has the meaning given in subsection 444-90(1A) in Schedule 1 of the Australian Taxation Administration Act 1953 (Cth).
 
Control Agreement” shall mean a power of attorney, or signing rights “control agreement” or other similar agreement, in each case in form and substance reasonably acceptable to the Collateral Agent and containing terms regarding the waiver of any set-off rights by the depositary bank and the treatment of all cash and other amounts on deposit in (or credited to) the respective Controlled Account governed by such Control Agreement consistent with the requirements of Section 2.22.
 
Control Agreement Effective Date” shall mean, the date (i) in the case of an obligation to enter into a Control Agreement arising on the Closing Date, that is 90 days after the Closing Date, (ii) in the case of an obligation to enter into a Control Agreement arising upon the consummation of the Cristal Acquisition, that is 120 days after the consummation of the Cristal Acquisition and (iii) in the case of any other obligation to enter into a Control Agreement arising after the Closing Date, that is 90 days after the date of such obligation, in each case, as may be extended by the Administrative Agent in its sole discretion.
 
Controlled Accounts” shall have the meaning assigned to such term in Section 2.22.
 
Converted Restricted Subsidiary” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA.”
 
Converted Unrestricted Subsidiary” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA.”
 
Corporations Act” shall mean the Australian Corporations Act 2001 (Cth).
 
Cost” shall mean, as determined by the Agents in good faith consistent with customary industry practice for asset-based financings in the chemical industry, with respect to Inventory, the lower of (a) landed cost computed on a first-in first-out or weighted average cost basis (as elected by the Administrative Borrower) in accordance with GAAP (or such other GAAP compliant costing method so long as the Administrative Borrower shall have provided ninety (90) days notice to the Administrative Agent) or (b) market value; provided, that for purposes of the calculation of any Borrowing Base, (i) the Cost of the Inventory shall not include: (A) the portion of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to a Borrower or (B) write-ups or write-downs in cost with respect to currency exchange rates (it being understood that the Cost of Inventory included in any Borrowing Base Certificate shall be determined using the currency exchange rate as of the month-end to which such Borrowing Base Certificate relates); and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent Inventory Appraisal which has been received and approved by the Agents in their reasonable discretion consistent with customary industry practice for asset-based financings in the chemical industry.
 
Covenant Testing Period” shall mean any period (a) commencing on the date that Borrowing Availability shall be less than the greater of (A) $40,000,000 and (B) 10% of the aggregate Revolving Commitments in effect at such time (such trigger, the “Covenant Testing Trigger”); provided that the occurrence of the Covenant Testing Trigger is solely triggered by a decline in the Aggregate Borrowing Base resulting from an updated appraisal or field examination with respect to assets or property comprising any part of the Borrowing Base, the Borrowers shall have one Business Day to increase the Borrowing Availability such that the Covenant Testing Trigger does not apply (during which period the Lenders shall not be obligated to make Loans and Issuing Banks shall not be required to issue, renew or extend any Letters of Credit); and (b) continuing until, during the preceding 30 consecutive days, Borrowing Availability has at all times been greater than the greater of (i) $40,000,000 and (ii) 10% of the aggregate Revolving Commitments in effect at such time.
 
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Covenant Testing Trigger” has the meaning assigned to such term in the definition of “Covenant Testing Period.”
 
Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender (other than Incremental Loans) or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank (other than any such amendment, modification, renewal or extension that does not increase the Stated Amount of the relevant Letter of Credit).
 
Cristal” means The National Titanium Dioxide Company, Limited.
 
Cristal ABL Agreement” shall mean that certain Credit Agreement dated as of March 18, 2014 (as amended, restated and/or supplemented and in effect as of the Closing Date), by and among Cristal USA Inc., Cristal Inorganic Chemicals Switzerland Ltd., the other parties thereto, and Wells Fargo Bank, National Association.
 
Cristal Acquired Subsidiary” shall mean each Subsidiary of Cristal which as of the Closing Date are party to the Cristal ABL Agreement.
 
Cristal Acquisition” shall mean, the acquisition by Holdings and certain of its Subsidiaries of the TiO(2) business of The National Titanium Dioxide Company Limited pursuant to and in accordance with the terms of the Cristal Acquisition Transaction Agreement.
 
Cristal Acquisition Transaction Agreement” shall mean, the Transaction Agreement, dated as of February 21, 2017 (as amended, restated and/or supplemented) by and among The National Titanium Dioxide Company Limited, the CompanyTronox Limited, and, solely for purposes of certain provisions thereof, Cristal Inorganic Chemicals Netherlands Coöperatief W.A.
 
Cristal Closing Date” shall have the meaning assigned to such term in Section 1.10(d).
 
Debtor Relief Law” shall mean Title 11 of the United States Code, and all other liquidation, administration, company voluntary arrangement, scheme of arrangement, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the U.S. or other applicable jurisdictions (whether state, provincial, federal or foreign) from time to time in effect, including the Dutch Bankruptcy Code (Fallissementswet), Chapter 3.5.5 of the Dutch Financial Markets Supervisions Act (Wet op het financieel toezicht), the Bankruptcy Act 1966 (Cth), the Corporations Act or the Insolvency Act 1986 (UK).
 
Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.
 
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Default Rate” shall have the meaning assigned to such term in Section 2.06(c).
 
Defaulting Lender” shall mean any Lender, as determined by the Administrative Agent, that (a) has failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied; (b) has notified the Administrative Agent, the Issuing Bank, the Swingline Lender, any Lender and/or the Borrowers in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder or thereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied); (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers); (d) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute; or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19) upon delivery of written notice of such determination to the Borrowers, the Issuing Bank, each Swingline Lender and each Lender.
 
Defaulting Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the Alternate Base Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans that are ABR Loans (inclusive of the Base Rate Margin applicable thereto.
 
Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings or any Restricted Subsidiary in connection with a Disposition pursuant to Section 6.08(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Holdings, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Asset Sale).
 
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Direct Competitor” shall mean (a) any producer or miner of titanium dioxide pigment set forth on Schedule 1.01(e), as such schedule may be updated from time to time by Holdings by delivery of an updated Schedule 1.01(e) to the Administrative Agent for distribution to the Lenders (it being understood and agreed that (a) any Person that is listed on such schedule that is not a producer or miner of titanium dioxide pigment shall in no event be deemed a Direct Competitor; (b) any updates to such schedule shall not take effect until the Business Day that is five (5) Business Days after the date such updated schedule is distributed to the Lenders) and (c) any Affiliate of any Person described in clauses (a) and (b) above that is either identified in writing to the Administrative Agent.
 
Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated Adjusted EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings and the Restricted Subsidiaries in the definition of “Consolidated Adjusted EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary.
 
Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise; (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Capital Stock), in whole or in part; (c) provides for the scheduled payments or dividends in cash; or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the Revolving Maturity Date, except, in the case of clauses (a) and (b), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations.
 
Dollar Denominated Loan” shall mean each Loan denominated in dollars at the time of the incurrence thereof.
 
Dollar Equivalent” shall mean, (a) as to any amount denominated in euros as of any date of determination, the amount of dollars that would be required to purchase the amount of euros based upon the spot selling rate at which the Administrative Agent offers to sell euros for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later; and (b) as to any amount denominated in any currency other than dollars or euros, the amount of dollars that would be required to purchase the amount of such other currency based upon the spot selling rate at which the Administrative Agent offers to sell such other currency for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later.
 
 “dollars” or “$” shall mean lawful money of the United States.
 
 “Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.
 
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Drawing Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.
 
Dutch Borrowers” shall mean (a) the Initial Dutch Borrowers and (b) any Additional Co-Borrower organized under the laws of the Netherlands that may become a party hereto after the date hereof.
 
Dutch Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.21, an amount equal to the sum (expressed in dollars, based on the Dollar Equivalent thereof) of, without duplication, the lesser of:
 
(a)       (i)          the book value of the Dutch Eligible Accounts multiplied by the Accounts Advance Rate; plus
 
(ii)          the lesser of, (A) the Inventory Cost Advance Rate multiplied by the Cost of the Dutch Eligible Inventory of the, and (B) the Inventory Recovery Advance Rate multiplied by the Net Recovery Cost Percentage multiplied by the Cost of the Dutch Eligible Inventory; minus
 
(iii)          any Dutch Reserves then in effect established from time to time by the Administrative Agent, in the exercise of its Permitted Discretion; and
 
(b)          40% of the aggregate Revolving Commitments in effect at such time.
 
Notwithstanding anything to the contrary, the aggregate of the Dutch Borrowing Base and the Australian Borrowing Base shall not exceed 40% of the aggregate Revolving Commitments in effect at such time.
 
The Dutch Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Administrative Agent with such adjustments as the Administrative Agent deem appropriate, in its Permitted Discretion to correct errors, to implement Reserves or to adjust for fluctuations in the currency exchange rate relating to assets comprising the Dutch Borrowing Base.
 
Dutch Civil Code” shall mean the civil code of the Netherlands (Burgerlijk Wetboek).
 
Dutch Eligible Accounts” shall have the meaning assigned to such term in Section 2.21(b).
 
Dutch Eligible In-Transit Inventory” shall mean Inventory owned by a Dutch Borrower that otherwise satisfies the criteria for Dutch Eligible Inventory set forth herein but is located outside of the Netherlands and which is (i) in transit from a third party, or (ii) in transit from a Loan Party from a location in the United States of America or Australia to either the premises of a Freight Forwarder in the Netherlands, or the premises of such Dutch Borrower in the Netherlands which are either owned and controlled by such Dutch Borrower or leased by such Dutch Borrower; provided, that no Inventory shall be Dutch Eligible In-Transit Inventory unless:
 
(a)          the Collateral Agent, on behalf of Secured Parties, has a perfected, First Priority Lien upon such Inventory and all documents of title with respect thereto;
 
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(b)          such Inventory either (i) is the subject of a negotiable bill of lading (A) in which the Collateral Agent is named as the consignee (either directly or by means of endorsements); (B) that was issued by the carrier respecting such Inventory that is subject to such bill of lading; and (C) that is in the possession of the Collateral Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases acting on the Collateral Agent’s behalf subject to a Freight Forwarder Letter, duly authorized, executed and delivered by such Freight Forwarder; or (ii) is the subject of a negotiable forwarder’s cargo receipt and such cargo receipt on its face indicates the name of the Freight Forwarder as a carrier or multi-modal transport operator and has been signed or otherwise authenticated by it in such capacity or as a named agent for or on behalf of the carrier or multi-modal transport operator, in any case respecting such Inventory and either (A) names the Collateral Agent as the consignee (either directly or by means of endorsements); or (B) is in the possession of the Collateral Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases acting on Agent’s behalf subject to a Freight Forwarder Letter, duly authorized, executed and delivered by such Freight Forwarder;
 
(c)          such Dutch Borrower has title to such Inventory and such Inventory is not subject to any title reservation right or provision;
 
(d)         the Collateral Agent shall have received a Freight Forwarder Letter, duly authorized, executed and delivered by the Freight Forwarder located in the Netherlands handling the importing, shipping and delivery of such Inventory;
 
(e)          such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, required by the Loan Documents, and the Collateral Agent shall have received a copy of the certificate of marine cargo insurance in connection therewith in which it has been named as an additional insured and loss payee in a manner reasonably acceptable to the Collateral Agent;
 
(f)          such Inventory is not subject to a Letter of Credit;
 
(g)          such Inventory shall not have been in transit for more than forty-five (45) days; and
 
(h)          if such Inventory is being transported pursuant to an agreement of sale and purchase or another agreement which provides for the transfer of title to such Inventory or for the creation of security rights in respect thereof, such agreement of sale and purchase or other agreement is governed by the laws of the Netherlands, the United States, the UK or Australia, or the laws of such other jurisdictions as the Administrative Agent may reasonably agree;
 
provided that the Administrative Agent may, in its discretion, exclude any particular Inventory from the definition of “Dutch Eligible In-Transit Inventory” in the event the Administrative Agent determines in its Permitted Discretion that such Inventory is subject to any Person’s right of reclamation, repudiation, stoppage in transit or any event has occurred or is reasonably anticipated by the Administrative Agent to arise which may otherwise adversely impact the ability of the Administrative Agent to realize upon a material portion of such Inventory.
 
Dutch Eligible Inventory” shall have the meaning assigned to such term in Section 2.21(e).
 
Dutch law” shall mean the laws directly applicable in the Netherlands and “Netherlands law” and “the laws of the Netherlands” shall be construed accordingly.
 
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Dutch Loan Party” shall mean a Loan Party incorporated, organized or otherwise formed under the laws of the Netherlands.
 
Dutch Opco” shall mean Tronox Pigments (Holland) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 24179173 (as such entity’s name may change), and its successors and assigns.
 
Dutch Priority Payables Reserve:” shall mean on any date of determination, a reserve in an amount as the Administrative Agent may determine in its Permitted Discretion not to exceed the amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Collateral Agent’s Liens and/or for amounts which may represent costs relating to the enforcement of the Collateral Agent’s Liens.
 
Dutch Reserves” shall mean the sum (without duplication) of the Dutch Priority Payable Reserves and such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent may establish from time to time in its Permitted Discretion; provided, that the initial Dutch Reserves, if any, shall be as set forth on the Borrowing Base Certificate delivered for purposes of the Closing Date.
 
Dutch Revolving Loan” shall mean a Loan made by the Lenders to a Dutch Borrower pursuant to Section 2.01(a). Each Dutch Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.
 
Dutch Security Agreements” shall mean (a) that certain Security Deed, dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent; (b) that certain Deed of Pledge of Shares, dated as of the Closing Date, between Tronox Holdings Coöperatief U.A., Tronox Pigments (Netherlands) B.V. and the Collateral Agent; (c) that certain Deed of Pledge of Shares, dated as of the Closing Date, between Tronox Limited, Tronox Pigments (Holland) B.V. and the Collateral Agent; (d) that certain Deed of Pledge of Membership Interests of Tronox Holdings Coöperatief U.A., dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent; (e) that certain Deed of Pledge of Partnership Interests of Tronox Holdings Europe C.V., dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent; (f) that certain Deed of Mortgage, dated on or about the Closing Date, between Tronox Pigments (Holland) B.V. and the Collateral Agent; and (g) each other pledge, mortgage, or security agreement, in each case, expressed to be governed by the laws of the Netherlands, and entered into between or among any Loan Party and the Collateral Agent, including but not limited to a Dutch law deed of pledge of insurance claims, if any, a Dutch law disclosed deed of pledge of intercompany receivables, if any, a Dutch law disclosed deed of pledge of bank accounts, if any, a Dutch law undisclosed deed of pledge of trade receivables, if any, a Dutch law deed of pledge of inventory, if any, a Dutch law deed of pledge of movable assets, a Dutch law deed of pledge of shares in the capital of each Dutch Loan Party (other than a Dutch Loan Party which is a limited partnership or a cooperative), a Dutch law deed of pledge of membership interests in each Dutch Loan Party which is a cooperative, a Dutch law deed of pledge of partnership interests in each Dutch Loan Party which is a limited partnership and a Dutch law deed of mortgage of real property and in each case, in form and substance reasonably satisfactory to the Collateral Agent.
 
Dutch Subsidiaries” shall mean the Dutch Opco and each other Subsidiary of Holdings incorporated, organized or otherwise formed under the laws of the Netherlands.
 
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EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
 
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 
Eligible Account Debtor Jurisdictions” shall mean Australia, the Netherlands, the United States, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, New Zealand, Portugal, Spain, Sweden, Switzerland, United Kingdom, in each case together with any state or province thereof (as applicable); provided, however, that the Borrowers shall satisfy any requirements to notify Account Debtors in a manner deemed necessary or desirable by the Administrative Agent in its Permitted Discretion.
 
Eligible Accounts” shall mean collectively, the Australian Eligible Accounts, the Dutch Eligible Accounts and the U.S. Eligible Accounts.
 
Eligible Assignee” shall mean any Person to whom it is permitted to assign Loans and Commitments pursuant to Section 10.04(b)(i); provided that “Eligible Assignee” shall not include the Borrower or any of their respective Affiliates or Subsidiaries or any natural Person; provided, further that notwithstanding anything to the contrary in the foregoing definition, in no event shall any Person that is a Direct Competitor as of the applicable “trade date” with respect to any assignment hereunder be an Eligible Assignee.
 
 “Eligible In-Transit Inventory” shall mean collectively, the Dutch Eligible In-Transit Inventory and the U.S. Eligible In-Transit Inventory.
 
Eligible Inventory” shall mean collectively, the Australian Eligible Inventory, the Dutch Eligible Inventory and the U.S. Eligible Inventory.
 
 “Eligible Multinational Account Debtors” shall mean the Account Debtors set forth on Schedule 1.01(h).
 
Eligible Subsidiary” shall mean any direct or indirect Wholly Owned Restricted Subsidiary of Holdings that is organized or incorporated under the laws of Australia, the United States, the Netherlands, the United Kingdom or such other jurisdiction requested by the Administrative Borrower and reasonably acceptable to the Administrative Agent taking into consideration, among other reasonable considerations, applicable laws and rules with respect to the perfection of security interests in collateral, and the exercise of rights and remedies by the Administrative Agent with respect thereto, in such jurisdiction.
 
Employee Benefit Plan” shall mean any employee benefit plan, as defined in Section 3(3) of ERISA, whether subject to the Requirements of Law of the United States or otherwise, (a) which is or, within the last six (6) years, was sponsored, maintained or contributed to, or required to be contributed to, by any Company or any of its ERISA Affiliates or (b) which any Company could have any liability, whether absolute or contingent.
 
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Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources or as otherwise defined in any Environmental Law.
 
Environmental Claim” shall mean any written notice of violation, claim, action, suit, adjudicatory or proceeding, demand, abatement order or other legally binding order or directive (conditional or otherwise) by any Governmental Authority or any other Person arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any actual or alleged Environmental Liability; or (iii) in connection with any actual or alleged damage, injury, threat or harm to human health and safety, natural resources or the Environment arising from any Hazardous Material or related to any Environmental Law.
 
Environmental Law” shall mean any and all foreign, domestic, federal, state or local laws, statutes, ordinances, codes, orders, rules, regulations, judgments, decrees, directives, legally binding judicial and administrative orders, common law, or any other requirements of Governmental Authorities, in each case having the force or effect of law, imposing liability or standards of conduct relating to (a) environmental matters, including pollution, preservation, remediation or the protection of the Environment or natural resources, or the emission of greenhouse gases; (b) the generation, use, treatment, storage, transportation or disposal of, or exposure to, Hazardous Materials; or (c) occupational safety and health or the protection of human, plant or animal health or welfare from environmental hazards.
 
Environmental Legacy Liabilities” shall mean any and all Environmental Claims or Environmental Liabilities, whether now existing or hereinafter arising, in each case, related to (a) any actual or alleged exposure to Hazardous Materials (including asbestos, benzene or creosote) that occurred on or prior to January 12, 2009 or otherwise related to products manufactured, or environmental contamination caused, on or prior to January 12, 2009 other than in connection with the operation of the Real Property owned, leased, operated or used by Holdings or any of its Restricted Subsidiaries or any of their Affiliates, or (b) the presence or Release of Hazardous Materials at, on, under or from any real property other than the Real Property owned, leased, operated or used by Holdings or any of its Restricted Subsidiaries or any of their Affiliates, including any Environmental Legacy Property, on or prior to January 12, 2009.
 
Environmental Legacy Property” shall mean any real property, other than the Real Property owned, leased, operated or used by Holdings or any of its Restricted Subsidiaries or any of their Affiliates, that (a) was owned, operated or leased, or to which Hazardous Materials were sent for disposal, on or prior to January 12, 2009 by Holdings or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates, or (b) was owned, operated or leased by Holdings or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates prior to the creation and formation of Tronox Worldwide LLC as a spin-off from Kerr-McGee Corporation.
 
Environmental Liabilities” shall mean any liability, claim, loss, damage, punitive damage, consequential damage, criminal liability, fine, penalty, interest, cost, expense, deficiency, obligation or responsibility, whether known or unknown, arising under or relating to any Environmental Laws, or Remedial Actions, or any Release or threatened Release of, or exposure to, Hazardous Materials, including costs and liabilities for any Remedial Action, personal injury, property damage, natural resource damages, court costs, and fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies.
 
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Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.
 
ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any successor thereto.
 
ERISA Affiliate” shall mean, with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.
 
ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to any Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to any Pension Plan, the failure to satisfy the minimum funding standard under Section 302 or Section 303 of ERISA or Section 412 or Section 430 of the Code, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard, or an extension of any amortization period is sought, with respect to any Pension Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” within the meaning of Section 4001(a)(2) of ERISA; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to any Pension Plan; (j) the making of any amendment to any Employee Benefit Plan, or the existence of any other condition, circumstance or occurrence relating to any Employee Benefit Plan, which could reasonably be expected to result in the imposition of a lien or security interest or the posting of a bond or other security pursuant to the Code or ERISA; (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company; or (l) any Foreign Benefit Event.
 
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 
EU Insolvency Regulation” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings.
 
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euro” or “ ” shall mean the single currency of the Participating Member States.
 
Euro Denominated Loan” shall mean each Loan denominated in euros at the time of the incurrence thereof.
 
Euro Letter of Credit” shall mean any Letter of Credit to the extent denominated in euros.
 
Euro Equivalent” shall mean, as to any amount denominated in dollars as of any date of determination, the amount of euros that could be purchased with such amount of dollars based upon the Spot Selling Rate.
 
Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.
 
Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the LIBOR Rate in accordance with the provisions of Article II.
 
Event of Default” shall have the meaning assigned to such term in Section 8.01.
 
Excess Amount” shall have the meaning assigned to such term in Section 2.10(c).
 
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
 
Excluded Account” shall mean any deposit account, securities account or commodities account (each account as defined in the UCC) (a) exclusively used for payroll, payroll taxes (including withholding taxes), other employee wage and benefit payments to or for the benefit of any Loan Party’s employees and other employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and healthcare benefits); (b) funded solely to pay sales and use taxes or value added or similar taxes payable by any Loan Party; (c) which has an average daily balance for a fiscal month of less than $5,000,000; (d) that is an escrow account or a fiduciary or trust account established in good faith and not with a view to avoiding the requirements contained in any Loan Document; (e) that is a disbursement account of a Loan Party so long as such disbursement accounts are not permitted to contain any balances estimated in good faith by the Administrative Borrower to be greater than necessary to fund checks presented for payments on that date; (f) that is a zero balance account; and (g) that is owned by Tronox Bahamas to the extent that granting a security interest in such deposit account or securities account would result in a stamp tax being assessed or becoming due in the Bahamas. For the avoidance of doubt, the Blocked Term Facility Account shall be an Excluded Account.
 
Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such Lien becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal.
 
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Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) Taxes imposed on or measured by net income or profits or franchise Taxes (however denominated), in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any other Lender is located, (c) any Tax that is imposed pursuant to any Requirements of Law that are in effect at the time such Lender becomes a party hereto (other than pursuant to a request by the Borrower under Section 2.16(b)), except to the extent that such Foreign Lender’s assignor, if any, was entitled, immediately prior to such assignment, to receive additional amounts or indemnity payments from the Borrowers with respect to such withholding Tax pursuant to Section 2.15; (d) in the case of a Lender who designates a new lending office, any withholding Tax that is imposed pursuant to any Requirements of Law that are in effect at the time of such change in lending office, except to the extent that such Lender was entitled, immediately prior to such change in lending office, to receive additional amounts or indemnity payments from any Borrower with respect to such withholding Tax pursuant to Section 2.15; (e) any Tax that is attributable to such Lender’s failure to comply with Section 2.15(e); (f) any withholding taxes imposed pursuant to FATCA; and (g) any tax payable that is listed in Section 2.24(b)(i) to (viii).; (h) withholding required on account of the payee receiving a direction under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 or any similar Australian law, and (i) Taxes imposed because the payee has not received written notice of that recipient’s Australian tax file number or Australian business number or evidence of any exemption that recipient may have from the need to advise its Australian tax file number or Australian business number.
 
Executive Order” shall have the meaning assigned to such term in Section 3.22.
 
Exempt Entity” shall mean (a) the South African Subsidiaries; (b) [intentionally omitted]; (c) with respect to any Dutch Subsidiary, until the date that (i) if applicable such subsidiary receives unconditional positive advice of the works council of such subsidiary in respect of (1) it becoming an Additional Co-Borrower and/or a Guarantor hereunder and (2) any Dutch Security Agreement or this Agreement falling within the scope of such works council’s right to advise under Dutch law and (ii) the Board of Directors of such subsidiary shall have approved, and all other required corporate action shall have been taken to approve, the entry into of any applicable Dutch Security Agreements and this Agreement; (d) any Unrestricted Subsidiary, (e) any Subsidiary precluded from providing any Guaranty as described in subclauses (ii) - (y) in the proviso of Section 5.10(a) solely during such time as the circumstances preventing a Subsidiary from becoming a Guarantor pursuant to such subclauses (ii) - (y) are in existence; and (f) any Securitization Subsidiary.
 
Existing Credit Agreement” shall mean the Amended and Restated Revolving Syndicated Facility Agreement, dated as of April 1, 2015, as amended and otherwise modified from time to time prior to the date hereof, among the Borrowers and Guarantors party thereto, the lenders party thereto, UBS AG, Stamford Branch, as issuing bank, swingline lender, administrative agent and collateral agent, UBS Loan Finance LLC, as swingline lender, and UBS AG, Stamford Branch, as Australian security trustee.
 
Existing Letters of Credit” shall mean the letters of credit set forth on Schedule 2.18.
 
Extended Term Account” shall mean an Account with payment terms between 31 and 60 days.
 
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Exxaro” means Exxaro Resources Limited, a company organized under the laws of the Republic of South Africa, Exxaro Holdings Sands (Proprietary) Limited, a company incorporated in the Republic of South Africa, and Exxaro International BV, a company incorporated in The Netherlands.
 
Fair Market Value” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset.
 
FATCA” shall mean Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 
Federal Funds Effective Rate” shall mean, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).
 
Fee Letter” shall mean the confidential fee letter, dated as of September 12, 2017, by and between HoldingsTronox Limited and Wells Fargo Bank, National Association, as Arranger.
 
Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.
 
Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.
 
Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer, chief executive officer or treasurer of Holdings (or, if the senior executive officers or senior financial officers of Holdings and its Subsidiaries are at Tronox Inc., then of Tronox Inc.) that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Restricted Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
 
Financial Plan” shall have the meaning assigned to such term in Section 5.01(i).
 
FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.
 
First Lien Net Leverage Ratio” shall have the meaning assigned to such term in the Term Loan Agreement as in effect as of the date hereof.
 
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First Priority” shall mean with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is senior to all other Liens with respect to all Collateral other than, (w) at any time a Loan Party is party to the Term Loan Agreement, the Lien of the Term Loan Agent in the Term Loan Priority Collateral (only to the extent and on the terms set forth in the Intercreditor Agreement), (x) at any time a Loan Party is party to any definitive agreement governing Permitted Secured Indebtedness, the Lien of the Senior Representative in the Term Loan Priority Collateral (only to the extent and on the terms set forth in the Permitted Secured Indebtedness Intercreditor Agreement), (y) Permitted Liens that are statutory Liens or Liens that arise by operation of Requirements of Law in the Collateral and (z) those Permitted Liens set forth in Sections 6.02(g), (h), (i), (j), (l), (m), (p), (q), (s), (t), (x) or (mm) (in the case of (mm), solely with respect to Term Loan Priority Collateral)
 
Fiscal Year” shall mean the fiscal year of Holdings (and/or its Subsidiaries, as such term is applicably used) ending on December 31 of each calendar year.
 
Fixed Dollar Basket” shall have the meaning assigned to such term in Section 6.20.
 
Flood Certificate” shall mean a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.
 
Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.
 
Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
 
Flood Program” shall mean the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.
 
Flood Zone” shall mean areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.
 
Foreign Benefit Event” shall mean (a) with respect to any Foreign Plan other than any Australian Pension Plan, the existence of unfunded liabilities in excess of the amount permitted under any applicable Requirements of Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority or Governmental Entity; (b) with respect to any Foreign Plan, the failure of any Company to make the required contributions or payments, under any applicable Requirements of Law or any other legal instrument, on or before the due date for such contributions or payments (or the incurrence by any Company of a superannuation guarantee charge pursuant to applicable Requirements of Law); (c) with respect to any Foreign Plan other than any Australian Pension Plan, the provision of a notice by any Company to terminate contributions to the Foreign Plan; (d) with respect to any Foreign Plan other than any Australian Pension Plan, the receipt by the Foreign Plan (or any Company) of a notice by a Governmental Authority, Governmental Entity or any other entity relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan; (e) with respect to any Foreign Plan, the incurrence of any liability, whether absolute or contingent, by any Company under applicable Requirements of Law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (f) with respect to any Foreign Plan, the occurrence of any transaction that is prohibited under any applicable Requirements of Law and that could reasonably be expected to result in the incurrence of any material liability by any Company, or the imposition on any Company of any material fine, excise tax, Lien or penalty resulting from any noncompliance with any applicable Requirements of Law.
 
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Foreign Lender shall mean (a) with respect to any Taxes imposed by a non-U.S. jurisdiction, a Lender that is treated as a foreign lender by such jurisdiction for purposes of such Tax; and (b) with respect to any Taxes imposed by the United States or a state or locality thereof, a Lender that is not a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code.
 
Foreign Plan” shall mean the Australian Pension Plan and any employee benefit plan, program, policy, arrangement, understanding or agreement that provides pension or retirement benefits (whether or not registered under any applicable pension benefits or tax laws) maintained or contributed to by (or to which there is or may be an obligation to contribute of) any Company with respect to any individual’s employment in any jurisdiction with a Loan Party outside the United States that is not subject to ERISA.
 
Foreign Security Agreement” shall mean, as the context may require, any Australian Security Agreement, any Dutch Security Agreement and/or any UK Security Agreement.
 
Foreign Subsidiary” means any Subsidiary that is not a U.S. Entity.
 
Freight Forwarder Letter” shall mean an acknowledgement agreement of any Freight Forwarder in possession of, having a Lien upon, or having rights or interests in Holdings’ or its Restricted Subsidiaries’ books and records or Inventory in which such Freight Forwarder acknowledges and agrees to hold the applicable documents as an agent of the Administrative Agent for purposes of perfecting the Administrative Agent’s Lien on such documents in form and substance reasonably satisfactory to the Administrative Agent.
 
Freight Forwarders” shall mean the persons listed on Schedule 1.01(f) or such other person or persons as may be selected by the Administrative Borrower after the date hereof after written notice by the Administrative Borrower to the Collateral Agent who handle the receipt of Inventory within the United States of America or the Netherlands, as applicable, and/or clear Inventory through the Bureau of Customs and Border Protection (formerly the Customs Service) or other domestic or foreign export control authorities or otherwise perform port of entry services to process Inventory imported by a U.S. Borrower from outside the United States of America or by a Dutch Borrower from outside the Netherlands (such persons sometimes being referred to herein individually as a “Freight Forwarder”).
 
Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).
 
Fund” shall mean any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
 
Future Parent Entity” shall have the meaning assigned to such term in Section 5.01.
 
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GAAP” shall mean the generally accepted accounting principles in the United States applied on a consistent basis; provided that with respect to Loan Parties incorporated, registered or organized under Dutch law, “GAAP” shall mean accounting principles generally applied in the Netherlands.
 
Governmental Authority” shall mean any foreign, federal, state, provincial, local, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a non-United States entity or government (including any supra-national bodies such as the European Union or the European Central Bank).
 
Governmental Authorization” shall mean any permit, license, authorization, plan, directive, certification, registration, approval, consent order or consent decree of or from any Governmental Authority.
 
Governmental Entity” shall mean any federal, state, national, supranational, provincial, regional or local governmental or regulatory authority, agency, commission, minister, bureau, court, tribunal, arbitrator, self-regulatory organization, or other governmental entity.
 
Group Liability” shall mean a tax-related liability set out in Section 721-10(2) of the Australian Tax Act.
 
Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.
 
Guarantees” shall mean, as the context may require, (a) the guarantees issued pursuant to Article VII by Holdings and the Subsidiary Guarantors, or (b) any obligation, contingent or otherwise, of any Person (the “guarantor”) guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness, provided that (A) the term Guarantee as used under this clause (b) shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into after the Closing Date in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness), and (B) the amount of any Guarantee as used under this clause (b) shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer.  The term “Guarantee” as a verb has a corresponding meaning.
 
Guarantors” shall mean Holdings, the Borrowers and the Subsidiary Guarantors; provided, however, notwithstanding anything to the contrary in this Agreement or the other Loan Documents, in no event shall any Exempt Entity be required to become a Guarantor.
 
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Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.
 
Head Company” shall mean the head company (as defined in the Australian Tax Act) of the Tax Consolidated Group of which the Australian Loan Parties are or become members.
 
“Holdings” shall have the meaning assigned to such term in the preamble hereto.
 
“Holding Company” means (a) at any time prior to (i) the consummation of a Top-Hat Transaction and (ii) the satisfaction of all Accession Conditions in connection therewith, Tronox Limited, and (b) upon and after (i) the consummation of a Top-Hat Transaction and (ii) the satisfaction of all Accession Conditions in connection therewith, each of Tronox Holdings, Tronox Intermediate Holdings, and Tronox Limited.
 
“Holdings” means (a) at any time prior to (i) the consummation of a Top-Hat Transaction and (ii) the satisfaction of all Accession Conditions in connection therewith, Tronox Limited, and (b) upon and after (i) the consummation of a Top-Hat Transaction and (ii) the satisfaction of all Accession Conditions in connection therewith, Tronox Holdings.
 
 “Immaterial Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of Holdings that has been designated as an “Immaterial Subsidiary” from time to time in writing by Holdings to the Administrative Agent; provided that at no time shall (a) the book value of the consolidated tangible assets of all Immaterial Subsidiaries in the aggregate as of the last day of the most recent fiscal quarter or Fiscal Year for which financial statements are available equal or exceed 5% of the consolidated tangible assets of Holdings and its Restricted Subsidiaries as of such date; or (b) the Consolidated Adjusted EBITDA attributable to or generated by all Immaterial Subsidiaries in the aggregate for the most recently ended four-fiscal quarter period equal or exceed 5% of the Consolidated Adjusted EBITDA of Holdings and its Subsidiaries on a consolidated basis for such period.
 
Increased Incremental Class” shall have the meaning assigned to such term in Section 2.20(a).
 
Incremental Effective Date” shall have the meaning assigned to such term in Section 2.20(a).
 
Incremental Joinder” shall have the meaning assigned to such term in Section 2.20(c).
 
Incremental Revolving Facility” shall have the meaning assigned to such term in Section 2.20(a).
 
Incremental Loans” shall have the meaning assigned to such term in Section 2.20(a).
 
Indebtedness” of any Person shall mean, without duplication,
 

(a)
all obligations of such Person for borrowed money,
 
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(b)
all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet of such Person prepared in accordance with GAAP, whether or not representing obligations for borrowed money,
 

(c)
all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,
 

(d)
all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation, purchase price adjustment or similar obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within thirty (30) days after being due and payable and (iii) liabilities associated with customer prepayments and deposits),
 

(e)
Disqualified Capital Stock,
 

(f)
all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,
 

(g)
[intentionally omitted],
 

(h)
any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (A) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (B) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (A) or (B) of this clause (h), the primary purpose or intent thereof is as described in clause (g) above,
 

(i)
to the extent not otherwise included, all Guarantees by such Person of Indebtedness of others,
 

(j)
all Capital Lease Obligations of such Person other than an amount in respect of 2017 GAAP Leases that is equal to the amount of any liability in respect thereof that would, as at the Closing Date, had such lease been effect, not be required to be capitalized on a balance sheet,
 

(k)
all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty,
 

(l)
all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and
 

(m)
all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including under any Swap Agreement, in each case, whether entered into for hedging or speculative purposes or otherwise; provided, in no event shall obligations under any Swap Agreement be deemed “Indebtedness” for calculating the Consolidated Fixed Charge Coverage Ratio unless such obligations relate to such Swap Agreement which has been terminated.
 
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provided that the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller until payable, (iii) contingent indemnity and similar obligations incurred in the ordinary course of business until such time as any demand for payment is made in respect thereof, and (iv) Indebtedness of any Parent Entity (for which none of Holdings or any Restricted Subsidiary is liable) appearing on the balance sheet of Holdings solely by reason of push down accounting under GAAP.
 
The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner), to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  The amount of Indebtedness of any Person for purposes of clause (f) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.
 
Indemnified Taxes” shall mean Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document.
 
Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).
 
Individual LC Commitment” shall mean, as to each Issuing Bank, the dollar limitation set forth for such Issuing Bank in the definition of “Issuing Bank”, as such amount may be modified from time to time in accordance with Section 2.18(t).
 
Individual LC Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in the LC Exposure pursuant to Section 2.18(e) on such date.
 
Information” shall have the meaning assigned to such term in Section 10.12.
 
Initial Australian Borrowers” shall have the meaning assigned to such term in the preamble hereto.
 
Initial Dutch Borrowers” shall have the meaning assigned to such term in the preamble hereto.
 
Initial U.S. Borrowers” shall have the meaning assigned to such term in the preamble hereto.
 
Instruments” shall mean all “instruments,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights, and shall include (amongst others) any instruments referred to in Titles 6 and 7 of the Dutch Commercial Code (Wetboek van Koophandel).
 
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Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.05 and all renewals and extensions thereof.
 
Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.
 
Intellectual Property” shall have the meaning assigned to such term in the U.S. Security Agreement.
 
Intellectual Property Security Agreements” shall have the meaning assigned to such term in the U.S. Security Agreement.
 
“Intercompany Loans” means (a) that certain Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox Mineral Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 5,080 million, and (b) that certain Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox KZN Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 777 million.
 
Intercompany Note” shall mean the Third Amended and Restated Intercompany Note, dated as of the Closing Date, executed by the Loan Parties and other Subsidiaries party thereto.
 
Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the Closing Date, among, the Collateral Agent and the Term Loan Agent, and acknowledged and agreed to by each Loan Party as the same has been and may be amended, supplemented or otherwise modified from time to time.
 
Interest Election Request” shall mean a request by the Administrative Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.
 
Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the first calendar day of each January, April, July and October to occur during any period in which such Loan is outstanding; (b) with respect to any Eurodollar Revolving Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Revolving Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first Business Day of such Interest Period; and (c) the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated, as the case may be.
 
Interest Period” shall mean, with respect to any Eurodollar Revolving Loan, a period commencing on the date of the making of such Eurodollar Revolving Borrowing (or the continuation of a Eurodollar Revolving Loan or the conversion of a ABR Loan to a Eurodollar Revolving Loan) and ending 1, 2, 3, or 6 months thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, or 6 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period which will end after the Revolving Maturity Date; provided, however, that an Interest Period shall be limited to the extent required under Section 2.03(a)(v).
 
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Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, as applicable, and includes moveable not registered assets (roerende zaken niet registergoederen) within the meaning of the Dutch Civil Code, in each case, wherever located, in which any Person now or hereafter has rights.
 
Inventory Appraisal” shall mean the most recent inventory appraisal conducted by an independent appraisal firm selected by the Administrative Agent and, in the absence of a Specified Event of Default, reasonably acceptable to Holdings, and delivered pursuant to Section 5.19 (and, if applicable, in the case of an Additional Co-Borrower, pursuant to the proviso in the definition of “Additional Co-Borrower”).
 
Inventory Cost Advance Rate” shall mean (i) during a Seasonal Period, 80%, and (ii) otherwise, 75%.
 
Inventory Recovery Advance Rate” shall mean (i) during a Seasonal Period, 90%, and (ii) otherwise, 85%.
 
Investments shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment), but without any adjustment for writedowns or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Financial Officer, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received to and received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (B) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment.  For purposes of Section 6.08, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer.
 
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Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally recognized rating agency.
 
IRS” shall mean the Internal Revenue Service.
 
ISP” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any version or revision thereof accepted by the Issuing Bank for use.
 
Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter of Credit.
 
Issuing Bank” shall mean, as the context may require, (a) with respect to not more than $26,000,000 of the LC Commitment, Wells Fargo Bank, National Association, in its capacity as issuer of Letters of Credit, including the Existing Letters of Credit, issued by it; (b) with respect to not more than $15,000,000 of the LC Commitment, Goldman Sachs Bank USA, in its capacity as issuer of Letters of Credit, (c) with respect to not more than $22,000,000 of the LC Commitment, Bank of America, N.A., in its capacity as issuer of Letters of Credit, (d) with respect to not more than $22,000,000 of the LC Commitment, Citibank, N.A., in its capacity as issuer of Letters of Credit and (e) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such Lender; or (e) collectively, all of the foregoing.
 
ITSA” shall mean an agreement between the members of an Australian GST Group which takes effect as an indirect tax sharing agreement under section 444-90 of Schedule 1 of the Australian Taxation Administration Act 1953 (Cth) and complies with the Australian Taxation Administration Act 1953 (Cth) and the Australian GST Act as well as any applicable law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Australian Taxation Administration Act 1953 (Cth), any such agreement to be in the form and substance reasonably satisfactory to the Administrative Agent.
 
Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.
 
Judgment Currency” shall have the meaning assigned to such term in Section 10.18(a).
 
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Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 10.18(a).
 
Krone” shall mean the lawful currency of Denmark.
 
Kronor” shall mean the lawful currency of Sweden.
 
Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.
 
LCT Election” has the meaning set forth in Section 1.09.
 
LCT Test Date” has the meaning set forth in Section 1.09.
 
LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit to the Borrowers pursuant to Section 2.18. The amount of the LC Commitment shall initially be $85,000,000, but in no event exceed the Revolving Commitment.
 
LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.
 
LC Exposure” shall mean at any time the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.
 
LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).
 
Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.
 
Legal Reservations” shall mean (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors; (b) the time barring of claims under applicable limitation laws and defenses of set-off or counterclaim (including the limitation acts) and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of U.K. stamp duty may be void; (c) the principle that in certain circumstances security granted by way of fixed charge may be recharacterized as a floating charge or that security purported to be constituted as an assignment may be recharacterized as a charge; and (d) any other matters which are set out as qualifications or reservations (however described) regarding a matter of law contained in any legal opinion delivered to the Administrative Agent in connection with any Loan Document.
 
Lenders” shall mean (a) the financial institutions that are party hereto on the Closing Date; (b) the financial institutions that have become a party hereto pursuant to an Incremental Joinder; and (c) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.
 
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Letter of Credit” shall mean any (a) Standby Letter of Credit; and (b) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of a Borrower pursuant to Section 2.18.
 
Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to the Administrative Agent (including that the Administrative Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.05(c) of this Agreement (including any Fronting Fees) will continue to accrue while the Letters of Credit are outstanding) to be held by the Administrative Agent for the benefit of the Lenders in an amount equal the sum of (i) 103% of the then existing LC Exposure denominated in dollars, and (ii) 110% of the then existing LC Exposure denominated in any other currency, (b) delivering to the Administrative Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to the Administrative Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing the Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to the Administrative Agent, from a commercial bank acceptable to the Administrative Agent (in its sole discretion) in an amount equal to sum of (i) 103% of the then existing LC Exposure denominated in dollars, and (ii) 110% of the then existing LC Exposure denominated in any other currency (it being understood that the Letter of Credit Fee and all Fronting Fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).
 
Letter of Credit Related Person” has the meaning set forth in Section 2.18.
 
Letter of Credit Indemnified Costs” has the meaning set forth in Section 2.18.
 
Leverage Ratio” shall mean the ratio as of the last day of any fiscal quarter of (a) Consolidated Net Debt as of such day to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending on such date.
 
LIBOR Rate” means the rate per annum as published by ICE Benchmark Administration Limited (or any successor page or other commercially available source as the Administrative Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the Eurodollar Rate Loan requested (whether as an initial Eurodollar Rate Loan or as a continuation of a Eurodollar Rate Loan or as a conversion of an ABR Revolving Loan to a Eurodollar Rate Loan) by Borrowers in accordance with this Agreement (and, if any such published rate is below zero, then the rate shall be deemed to be zero). Each determination of the LIBOR Rate shall be made by the Administrative Agent and shall be conclusive in the absence of manifest error.
 
Lien” shall mean, (a) (x) any lien, mortgage, pledge, assignment, security interest, charge, “security interest” as defined in the PPSA Australia, tax privileges (bodemrecht) or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and (y) any option, trust or other preferential arrangement having the practical effect of any of the items listed in clause (x); and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.
 
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Limited Condition Transaction” means any acquisition (including by way of merger) by Holdings or one or more of its Restricted Subsidiaries, in each case, permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.
 
Loan Documents” shall mean this Agreement, the Letters of Credit, the Intercreditor Agreement, the Notes (if any), and the Security Documents and, solely for purposes of clause (d) of Section 8.01, the confidential Fee Letter.
 
Loan Parties” shall mean Holdingseach Holding Company, the other Borrowers and the Subsidiary Guarantors.
 
Loans” shall mean, as the context may require, a Revolving Loan or a Swingline Loan.
 
London Business Day” shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.
 
Margin Stock” shall have the meaning assigned to such term in Regulation U.
 
Market Disruption Loans” shall mean Loans the rate of interest applicable to which is based upon the Market Disruption Rate, and the Applicable Margin with respect thereto shall be the same as the Applicable Margin then applicable to Eurodollar Revolving Loans; provided that, other than with respect to the rate of interest and Applicable Margin applicable thereto, Market Disruption Loans shall for all purposes hereunder and under the other Loan Documents be treated as ABR Loans.
 
Market Disruption Rate” shall mean, for any day, a fluctuating rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to, as determined in the reasonable discretion of the Administrative Agent in good faith pursuant to its reasonable judgment, either (i) the Alternate Base Rate for such day or (ii) the rate for such day reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to the relevant Market Disruption Loans. Any change in the Market Disruption Rate shall be effective as of the opening of business on the effective day of any change in the relevant component of the Market Disruption Rate.
 
Market Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies), a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent and Holdings, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior to the Liens on the Collateral securing the Secured Obligations a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent and Holdings, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.
 
Master Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.”
 
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Material Adverse Effect” shall mean a material adverse effect on and/or with respect to (a) the business, results of operations, properties, assets or financial condition, in each case of Holdings and its Restricted Subsidiaries taken as a whole; (b) the ability of the Loan Parties, taken as a whole, to fully and timely perform their Obligations; (c) the legality, validity, binding effect or enforceability against a Loan Party that is a Material Entity of a Loan Document to which it is a party; (d) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Loan Document; or (e) the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.
 
Material Contract” shall mean any contract or other arrangement to which Holdings or any of its Restricted Subsidiaries is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.
 
Material Entity” shall mean (a) each of the Borrowers; (b) Holdingsany Holding Company; and (c) any Restricted Subsidiary of Holdingsany Holding Company that is not an Immaterial Subsidiary.
 
Material Indebtedness” means (without duplication) (i) Indebtedness incurred pursuant to the Term Loan Documents, (ii) Indebtedness incurred pursuant to the New Notes, (iii) Indebtedness incurred pursuant to the Senior Unsecured 2022 Notes, and (iv) other Indebtedness for borrowed money (other than the Obligations), Capital Lease Obligations (other than 2017 GAAP Leases), unreimbursed obligations for letter of credit drawings and financial guarantees (other than ordinary course of business contingent reimbursement obligations) or obligations in respect of one or more Swap Agreements, of any one or more of Holdings and the Restricted Subsidiaries in an aggregate principal amount exceeding $75,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements and/or collateral posted) that Holdings or any Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.
 
Material Real Estate Asset means each parcel of real property and the improvements thereon owned in fee by a Loan Party with an individual Fair Market Value of greater than $20,000,000, as determined on the Closing Date for existing real property and on the date of acquisition for any after-acquired real property (or the date of substantial completion of any material improvement thereon or new construction thereof).
 
Maximum Rate” shall have the meaning assigned to such term in Section 10.14.
 
MIRE Event” shall mean if there are any Mortgaged Properties at such time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including in connection with any Incremental Revolving Loan or any amendment to this Agreement, but excluding for the avoidance of doubt (a) any continuation or conversion of borrowings or (b) the making of any Loan).
 
MNPI” shall have the meaning assigned to such term in Section 10.01(d).
 
Mortgage” shall mean any deed of trust, mortgage, deed to secure debt, debenture or other document creating a Lien on any Real Estate Asset or any interest in any Real Estate Asset, in each case (a) as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and (b) in form and substance reasonably acceptable to the Collateral Agent.
 
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Mortgaged Property” shall mean (a) each owned Real Property identified as a Mortgaged Property on Schedule 2(e) to the Perfection Certificate dated the Closing Date; and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).
 
Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA that is subject to Title IV of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five (5) plan years made, or had any obligation to make, contributions; or (c) with respect to which any Company could incur liability, whether absolute or contingent.
 
Narrative Report” shall mean with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Holdings and its Restricted Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, fiscal quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.
 
Net Recovery Cost Percentage” shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent Inventory Appraisal received by the Administrative Agent, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets; and (b) the denominator of which is the original Cost of the aggregate amount of the Inventory, subject to appraisal.
 
New Notes” shall mean the 5.750% senior notes due 2025 issued by Tronox Finance plc, a public limited company incorporated under the laws of England and Wales.
 
New Notes Documents” shall mean that certain indenture pursuant to which the New Notes are issued and the related documents entered into pursuant thereto.
 
New Zealand Dollars” shall mean the lawful currency of New Zealand.
 
Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.
 
Non-Eligible Subsidiary” shall mean any Subsidiary of Holdings that is not organized or incorporated under the laws of Australia, the Netherlands or the United States.
 
Non-U.S. Entity” shall mean any Person that is not a U.S. Entity.
 
Notes” shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1 or K-2.
 
Obligation Currency” shall have the meaning assigned to such term in Section 10.18(a).
 
Obligations” shall mean (a) obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding (or which would have been secured but for pendency of any such proceeding), regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; (ii) each payment required to be made by the Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide Letter of Credit Collateralization; and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under this Agreement and the other Loan Documents; and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.
 
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Officers’ Certificate” shall mean a certificate executed by one Responsible Officer and one of the Financial Officers of the Administrative Borrower, each in his or her official (and not individual) capacity.
 
Offshore Associate” shall mean an Associate:
 
(a)          which is a non-resident of Australia and does not acquire or hold, or would not acquire or hold, the participations as Lender under this Agreement in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia; or
 
(b)          which is a resident of Australia and which acquires or holds, or would acquire or hold, the participations as Lender under this Agreement in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in the country, and
 
which, in either case, is not acquiring or holding the participations as Lender under this Agreement or receiving payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme.
 
Organizational Documents” shall mean, with respect to any Person, (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such Person; (b) in the case of any limited liability company, the certificate of formation and operating agreement, deed of incorporation, certificate of incorporation, certificates of incorporation on change of name, memorandum of association and articles of association (or similar documents) of such Person; (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person; (d) in the case of any limited liability partnership, the certificate of formation and partnership agreement (or similar documents) of such Person; (e) in the case of any general partnership, the partnership agreement (or similar document) of such Person; (f) in the case of any trust, the trust deed (or similar document of such Person); and (g) in any other case, the functional equivalent of the foregoing. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.
 
Other Connection Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made under this Agreement, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than any connection resulting from or relating to the transactions contemplated by this Agreement or the other Loan Documents).
 
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Other Taxes” shall mean all present or future stamp, court, documentary, intangible, recording, filing or similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (and any interest, additions to tax or penalties applicable thereto), but excluding (a) Excluded Taxes and (b) any such Tax that is an Other Connection Tax imposed with respect to an assignment.
 
Overadvance” shall have the meaning assigned to such term in Section 2.01(c).
 
Parent Entity” means any Person that is a direct or indirect parent of Holdings and of which Holdings is a direct or indirect wholly-owned subsidiary.
 
Participant” shall have the meaning assigned to such term in Section 10.04(d).
 
Participant Register” shall have the meaning assigned to such term in Section 10.04(d).
 
Participating Member State” shall mean the member states of the European Union that adopt or have adopted the euro as their lawful currency in accordance with the legislation of the European Union relating to the Economic and Monetary Union.
 
Payment Conditions” shall mean, with respect to the applicable specified activity in this Agreement, on any date of determination, (a) subject to Section 1.09, no Event of Default has occurred and is continuing; (b)(i) if the Consolidated Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, for the Test Period ended immediately prior to the date of determination for which financial statements are then available or are required to be delivered under Section 5.01(b) or (c) is greater than 1.00 to 1.00, the pro forma Borrowing Availability shall not be less than the greater of (x) $60,000,00040,000,000 and (y) 15% of the aggregate Revolving Commitments in effect at such time and (ii) if the Consolidated Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, for the Test Period ended immediately prior to the date of determination for which financial statements are then available or are required to be delivered under Section 5.01(b) or (c) is less than or equal to 1.00 to 1.00, the pro forma Borrowing Availability shall not be less than the greater of (x) $80,000,00060,000,000 and (y) 20% of the aggregate Revolving Commitments in effect at such time and (c) the Administrative Borrower shall have delivered a certificate to the Administrative Agent certifying as to clauses (a) and (b) (as applicable) above.
 
PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
 
Pension Plan” shall mean any Employee Benefit Plan that is a an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any of the Companies or any of their respective ERISA Affiliates or to which any of the Companies or their respective ERISA Affiliates contributes or has an obligation to contribute (or has had an obligation to make contributions) at any time during the preceding five plan years.
 
Perfection Certificate” shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.
 
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Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.
 
Permitted Acquisition” shall mean any transaction for the (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person; or (b) acquisition (including by merger or consolidation) of the Equity Interests of any Person that becomes a Subsidiary after giving effect such transaction; provided that in the case of such transactions, each of the following conditions shall be met:
 
(i)          subject to Section 1.09, no Event of Default then exists would result therefrom;
 
(ii)          (w) the Person or business to be acquired shall be, or shall be engaged in, a business of the type that Holdings and its Subsidiaries are permitted to be engaged in under Section 6.12, (x) all actions required to be taken with respect to any newly created or acquired Subsidiary (including each subsidiary thereof that constitutes a Restricted Subsidiary) or assets in order to satisfy the requirements, to the extent required by Section 5.10, shall have been taken, and (y) such acquired Person shall become a Restricted Subsidiary;
 
(iii)          all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;
 
(iv)          if such acquisition is for an aggregate cash purchase price amount in excess of $75,000,000, Holdings shall have delivered to the Administrative Agent (A) at least five (5) Business Days prior to such proposed acquisition (or such shorter period as may be agreed by the Administrative Agent), a certification setting forth the aggregate consideration for such acquisition and certifying that such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance and (B) promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent to the extent available) provided such documents and information may not be permitted to be provided in light of any applicable confidentiality requirements (it being understood that Holdings shall use commercially reasonable efforts to obtain any applicable consents to permit delivery to the Administrative Agent) and (ii) quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements, in each case to the extent available;
 
(v)          if the assets acquired in such Permitted Acquisition are intended to be included in the Borrowing Base, to the extent such assets exceed the greater of $25,000,000 and five percent (5%) of the Borrowing Base (exclusive of the assets so acquired), prior to the inclusion of such assets in the Borrowing Base, the Administrative Agent, in its discretion, shall have the right prior to the date such assets are first included in the Borrowing Base to conduct Collateral field audits and Inventory Appraisals with respect to such Restricted Subsidiary at the sole expense of the Borrowers; and
 
(vi)          the Payment Conditions are satisfied at the time such acquisition is consummated.
 
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Permitted Collateral Liens” shall mean (a) in the case of Collateral other than Mortgaged Property, Permitted Liens; and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (b), (c), (e), and (j) of Section 6.02.
 
Permitted Discretion” shall mean a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment by the Administrative Agent in accordance with customary business practices for comparable asset-based lending transactions. In exercising its Permitted Discretion, the Administrative Agent shall not establish or increase any Reserve except upon three (3) Business Days’ prior written notice (which may be by e-mail) to the Administrative Borrower following good faith discussions with the Administrative Borrower; provided further that prior notice and discussions with the Administrative Borrower shall not be required for (i) Reserves for (a) Swap Obligations and obligations under Treasury Services Agreements, in each case to the extent included in Secured Obligations; (b) rent at locations leased by any Loan Party; (c) consignee’s, warehousemen’s and bailee’s charges; and (d) if in the good faith judgment of the Administrative Agent, failure to implement such Reserve immediately could reasonably be expected to result in a Material Adverse Effect or adversely affect the Revolving Loan Priority Collateral or the rights of the Lenders hereunder, or (ii) for changes to any Reserves resulting solely by virtue of calculations of the amount of such Reserves in accordance with the methodology of calculation previously utilized.
 
Permitted Indebtedness” shall have the meaning assigned to such term in Section 6.01.
 
Permitted Liens” shall have the meaning assigned to such term in Section 6.02.
 
Permitted Receivables Financing” means a securitization or other similar financing (including any factoring program) of assets or property that is non-recourse to Holdings, the Borrowers and the Restricted Subsidiaries, pursuant to (i) the Bahamas Receivables Purchase Agreement, or (ii) agreements substantially similar to the Bahamas Receivables Purchase Agreement and approved in writing by the Administrative Agent in its sole discretion.
 
Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except (i) by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus underwriting discounts, other amounts paid, and fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred, in connection with such modification, refinancing, refunding, renewal or extension, (ii) by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn under Section 6.01 prior to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have been made and (iii) to the extent such excess amounts is otherwise permitted to be incurred under Section 6.01, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(e), (j) and (aa) (other than in respect of Indebtedness for borrowed money), Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) such Permitted Refinancing is not secured by a Lien on any assets other than the collateral securing, and with no higher priority than, the Indebtedness being refinanced, (e) if unsecured, such Indebtedness shall remain unsecured (unless permitted to be secured by another provision of Section 6.02) and (f) no Loan Party that was not an obligor with respect to the Indebtedness being refinanced shall be an obligor under the Permitted Refinancing and if the Indebtedness being refinanced was (or was required to be) subject to an Intercreditor Agreement, the holders of such Permitted Refinancing (if such Indebtedness is secured) or their authorized representative on their behalf, shall become party to such Intercreditor Agreement providing for the same (or lesser) lien priority.  For the avoidance of doubt, it is understood and agreed that a Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness.
 
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Permitted Reorganization” shall mean:

(a)          any corporate reorganization (or similar transaction or event) undertaken (each, a “Reorganization”), and each step reasonably required to effect such Reorganization, provided that, in connection therewith, (x) any assets distributed that were, immediately prior to such Reorganization, owned by Holdings and its Restricted Subsidiaries, continue to be owned by Holdings and its Restricted Subsidiaries, (y) any assets that were, immediately prior to such Reorganization, owned by a Loan Party prior to such Reorganization, continue to be owned by a Loan Party after giving effect to such Reorganization, and (z) any assets subject to a Lien in favor of the Collateral Agent immediately prior to such Reorganization shall be subject to a Lien in favor of the Collateral Agent after giving effect to such Reorganization; and
 
(b)          any transaction or series of transactions or steps, including using a scheme of arrangement under Pt 5.1 of the Australian Corporations Act or similar arrangement (the “Top-Hat Transaction”) pursuant to which Holdings becomes a wholly-owned direct or indirect subsidiary of a parent company (the “Top-Hat Company”), which shall be publicly listed, provided, that, after giving effect to such Top-Hat Transaction the Top-Hat Company shall be organized and existing under the laws of the United States, any state in the United States or the District of Columbia, Ireland or the United Kingdom, provided, that (y) any assets that were, immediately prior to such Reorganization, owned by a Loan Party prior to such Reorganization, continue to be owned by a Loan Party after giving effect to such Reorganization, and (z) any assets subject to a Lien in favor of the Collateral Agent immediately prior to such Reorganization shall be subject to a Lien in favor of the Collateral Agent after giving effect to such Reorganization;
 
in the case of any of clauses (i) and (ii) above, such Reorganization shall only qualify as a Permitted Reorganization if (w) no Default or Event of Default is continuing, (x) such Restructuring does not impair the Guarantee or the security interests of the Lenders in any material respect and is otherwise not adverse to the Lenders in any material respect, (y) no Borrower shall change its jurisdiction of organization or formation in connection therewith and (z) after giving effect to such Restructuring, Holdings and its Restricted Subsidiaries otherwise comply with Section 5.12.
 
Permitted Secured Indebtedness” shall mean Indebtedness (including Commitments in respect thereof) permitted to be incurred under any Incremental Equivalent Debt, Ratio Indebtedness, Acquisition Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt (each as defined under the Term Loan Agreement as in effect as of the date hereof) (with respect to Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, only to the extent not resulting from a Refinancing Amendment (as defined in the Term Loan Agreement as in effect on the date hereof)) and any Permitted Refinancing thereof, to the extent such Indebtedness is permitted to be secured pursuant to such definitions as set forth in the Term Loan Agreement as in effect as of the date hereof.
 
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Permitted Secured Indebtedness Intercreditor Agreement” shall mean the Intercreditor Agreement or a Market Intercreditor Agreement, as applicable.
 
Permitted Securitization” shall mean a Securitization that complies with the following criteria: (a) the cash portion of the initial purchase price paid by the Securitization Subsidiary to Holdings and its Subsidiaries at closing for the Securitization Assets is at least 75% of the Fair Market Value of the Securitization Assets at such time; (b) the aggregate Investment by Holdings or any of its Subsidiaries in the Securitization Subsidiary does not exceed the customary investment required in the securitization market; and (c) the Seller’s Retained Interest and all proceeds thereof shall constitute Collateral (unless the Securitization Subsidiary is a South African Subsidiary, is not owned by a Loan Party, the granting of a Lien in the Seller’s Retained Interest would result in a violation of applicable Requirements of Law or the Administrative Agent determines in its reasonable discretion that the benefit to the Secured Parties of the granting of a Lien in Seller’s Retained Interest is substantially outweighed by the burden of granting such a Lien) and, subject to the foregoing, all necessary steps to perfect a security interest in such Seller’s Retained Interest for the benefit of the Secured Parties are taken by Holdings and its Subsidiaries.
 
Permitted Securitization Agent” shall mean any collateral agent or similar representative of the secured parties under any Permitted Securitization or, if no such representative exists, the provider or providers of such Permitted Securitization.
 
 “Permitted Securitization Intercreditor Agreement” shall have the meaning assigned to such term in Section 6.01(k).
 
Permitted Seller Notes” shall mean any promissory note issued by Holdings or any of its Restricted Subsidiaries to a seller in any Permitted Acquisition or another permitted Investment constituting part of the purchase price thereof (or to a third party lender in connection with any Permitted Acquisition or another permitted Investment); provided that (unless agreed to by the Administrative Agent in its sole discretion) such Indebtedness (a) is unsecured; (b) is expressly subordinated to the prior payment in full in cash of Obligations; and (c) has a scheduled maturity of at least 90 days beyond the Revolving Maturity Date.
 
Permitted Transferees” means, with respect to any Person that is a natural person (and any Permitted Transferee of such Person), (a) such Person’s immediate family, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants, (b) any trust or other legal entity the beneficiary of which is such Person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants and (c) without duplication with any of the foregoing, such Person’s heirs, executors and/or administrators upon the death of such Person and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon such death, directly or indirectly owned Equity Interests in Holdings.
 
Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
Post-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.20(d).
 
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PPSA Australia” shall mean (a) the Personal Property Securities Act 2009 (Cth), (or any successor statute) and any regulation made at any time under the Personal Property Securities Act 2009 (Cth), including the Personal Property Securities Regulations 2009 (Cth) (each as amended from time to time); and (b) any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in clause (a).
 
Preferred Stock” shall mean, with respect to any Person, any and all preferred or preference Equity Interests (however designated) of such Person whether now outstanding or issued after the Closing Date.
 
Premises” shall have the meaning assigned thereto in the applicable Mortgage.
 
Products” shall mean the products developed, researched, manufactured (including mining and exploring for raw materials for manufacture), distributed, marketed or sold by Holdings and its Restricted Subsidiaries, including those set forth on Schedule 1.01(c).
 
Private Side Communications” shall have the meaning assigned to such term in Section 10.01(d).
 
Private Siders” shall have the meaning assigned to such term in Section 10.01(d).
 
Pro Forma Adjustment” means, for any Test Period, any adjustment to Consolidated Adjusted EBITDA made in accordance with clause (b) of the definition of that term.
 
“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four (4) consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (a) in making any determination of Consolidated Adjusted EBITDA or any component thereof, effect shall be given to any Specified Transaction, the Cristal Acquisition and any synergies, operating improvements, cost savings or restructurings of the business of Holdings or any of the Restricted Subsidiaries, in each case, that occurred during the Reference Period or with respect to any such event or transaction included in the definition of Specified Transactions are expected to occur within eight (8) fiscal quarters of the determination to take such actions and which Holdings determines are reasonably identifiable and projected in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken, and without duplication of any such amount included in Consolidated Adjusted EBITDA pursuant to the definition thereof, and provided that any increase in Consolidated Adjusted EBITDA as a result of synergies, operating improvements, cost savings and restructurings pursuant to this definition shall be subject to the limitations set forth in clause (b) of the definition of Consolidated Adjusted EBITDA; (b) in making any determination on a Pro Forma Basis, of Pro Forma Compliance or of Pro Forma Effect, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under the Loan Documents or otherwise) issued, incurred, assumed or repaid during the Reference Period (or with respect to Indebtedness repaid, during the Reference Period or subsequent to the end of the Reference Period and prior to, or simultaneously with, the event for which the calculation of any such ratio is made) shall be deemed to have been issued, incurred, assumed or repaid at the beginning of such period and (y) interest expense of such Person attributable to interest on any Indebtedness for which pro forma effect is being given as provided in preceding clause (x) bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, (c) with respect to (A) any redesignation of a Subsidiary as an Restricted Subsidiary, effect shall be given to such Subsidiary redesignation and all other Subsidiary redesignations after the first day of the    relevant Reference Period and on or prior to the date of the respective Subsidiary redesignation then being designated, collectively and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively and (d) notwithstanding anything to the contrary in this definition or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated Adjusted EBITDA or any component thereof attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated. Whenever a financial ratio or test or covenant is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of Holdings are available and have been delivered to the Administrative Agent pursuant to Section 5.01(b) or Section 5.01(c).
 
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Pro Forma Disposal Adjustment” shall mean taking into account any limitations set forth in the definition of Pro Forma Basis, for any four-quarter period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated Adjusted EBITDA projected by the Borrower in good faith as a result of contractual arrangements between Holdings or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated Adjusted EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal.
 
Pro Forma Entity” means any Acquired Entity or Business or any Converted Restricted Subsidiary.
 
Pro Forma Financial Statements” has the meaning assigned to such term in the definition of “Specified Financial Statements.”
 
Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment; provided that for purposes of Section 2.19(b) and (c), “Pro Rata Percentage” shall mean the percentage of the total Revolving Commitments (disregarding the Revolving Commitment of any Defaulting Lender to the extent its Swingline Exposure or LC Exposure is reallocated to the non-Defaulting Lenders) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Pro Rata Percentage shall be determined based upon the Revolving Commitments most recently in effect, after giving effect to any assignments.
 
Projections” shall have the meaning assigned to such term in Section 3.05(c).
 
property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.
 
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Property Material Adverse Effect” shall have the meaning assigned thereto in the Mortgage.
 
Public Siders” shall have the meaning assigned to such term in Section 10.01(d).
 
Qualified Capital Stock” of any Person shall mean any Equity Interests of such Person that are not Disqualified Capital Stock.
 
Qualified Cash” shall mean with respect to any Person, the amount of unrestricted cash and Cash Equivalents of such Person that are on deposit in a deposit account or securities account of such Person which deposit account or securities account is maintained in the United States or the United Kingdom, and is subject to a perfected first priority security interest in favor of the Administrative Agent minus prior to the consummation of the Cristal Acquisition (or the time that the Cristal Acquisition Transaction Agreement is terminated), the lesser of the amount of Qualified Cash that shall be (x) utilized as consideration to consummate the Cristal Acquisition and (y) payable to reduce the outstanding Indebtedness under the Term Loan Agreement.
 
Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
 
Qualified Holding Company Debt” shall mean unsecured Indebtedness of Holdingsany Holding Company that:
 
(1)          is not subject to any Guarantee by any Subsidiary of Holdingsany Holding Company (including any Loan Party, but excluding any other Holding Company),
 
(2)          will not mature prior to the date that is six (6) months after the Revolving Maturity Date with respect to any Loans in effect on the date of issuance or incurrence thereof,
 
(3)          has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (5) below),
 
(4)         does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the later to occur of (i) the date that is four (4) years from the date of the issuance or incurrence thereof and (ii) the date that is 180 days after the Revolving Maturity Date in effect on the date of such issuance or incurrence, and
 
(5)        has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive (taken as a whole) than those set forth in this Agreement (other than provisions customary for senior discount notes of a holding company);
 
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provided that any such Indebtedness shall constitute Qualified Holding Company Debt only if immediately after giving effect to the issuance or incurrence thereof and the use of proceeds thereof, no Event of Default shall have occurred and be continuing.
 
Ratio Indebtedness” shall have the meaning assigned to such term in the Term Loan Agreement as in effect as of the date hereof.
 
Real Estate Asset” shall mean, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in any Real Property.
 
Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.
 
Register” shall have the meaning assigned to such term in Section 10.04(c).
 
Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
 
Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.
 
Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
 
Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
 
Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
 
Reimbursement Obligations” shall mean each applicable Borrower’s obligations under Section 2.18(d) to reimburse LC Disbursements.
 
Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
 
Related Transaction” means, with respect to any Limited Condition Transaction, (i) any incurrence of Indebtedness or Liens and (ii) any making of Asset Sales, Permitted Acquisitions, other Investments or prepayments, repurchases, redemptions, defeasances or other satisfactions of any Restricted Junior Payment, in each case of clauses (i) and (ii), undertaken in connection with such Limited Condition Transaction.
 
Release” shall mean any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the Environment including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material and including the migration of any Hazardous Material through the air, soil, surface water or groundwater.
 
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Relevant Currency Equivalent” shall mean the Dollar Equivalent or the Euro Equivalent, as applicable.
 
Remedial Action” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24); and (b) all other actions required pursuant to any Environmental Law or by any Governmental Authority, voluntarily undertaken or otherwise reasonably necessary to (i) clean up, investigate, sample, evaluate, monitor, remediate, remove, correct, contain, treat, abate or in any other way address any Release of Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release or migration, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.
 
“Reorganization” has the meaning assigned to such term in the definition of “Permitted Reorganization.”
 
Required Lenders” shall mean two (2) or more Lenders having Revolving Commitments or Revolving Exposure more than 50% of the sum of total Revolving Exposures and Revolving Commitments of all Revolving Lenders at such time; provided that the Revolving Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
 
Requirements of Law” shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.
 
Reserves” shall mean, without duplication, the sum of the Australian Reserves, the Dutch Reserves and the U.S. Reserves, as the context may require.
 
Responsible Officer” shall mean the chief executive officer, president, vice president, chief financial officer, secretary, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner thereof.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
 
Restricted Junior Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Equity Interests of any Company now or hereafter outstanding, except a non-cash dividend payable solely in shares of that class of stock to the holders of that class or in options, warrants or other rights to purchase such stock; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Equity Interests of any Company (or any direct or indirect parent thereof) now or hereafter outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Company (or any direct or indirect parent of any Borrower or Holdings) now or hereafter outstanding; (d) any management or similar fees payable to any equityholders other than a Loan Party; and (e) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment, with respect to, (i) the Permitted Seller Notes, (ii) the Term Loan Agreement, or (iii) any Subordinated Indebtedness.
 
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Restricted Obligation” has the meaning set forth in Section 7.09.
 
Restricted Subsidiary” shall mean a Subsidiary other than an Unrestricted Subsidiary., and each of Tronox Sands LLP, Tronox Sands UK Holdings Limited, Tronox Sands Investment Funding Limited, and Tronox UK Finance Limited shall constitute Restricted Subsidiaries.
 
Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (a) the Business Day preceding the Revolving Maturity Date; and (b) the date of termination of the Revolving Commitments.
 
Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.
 
Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule II to this Agreement or by an Incremental Joinder, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Lenders’ Revolving Commitments on the ClosingAmendment No. 2 Effective Date is $550,000,000350,000,000.
 
Revolving Exposure” shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the Dollar Equivalent of the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.
 
Revolving Lender” shall mean a Lender with a Revolving Commitment.
 
Revolving Loan” shall mean, as the context may require, a U.S. Revolving Loan, an Australian Revolving Loan or a Dutch Revolving Loan.
 
Revolving Loan Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.
 
Revolving Maturity Date” shall mean the earlier of (a) the date which is five (5) years after the Closing Date, (b) the date which is three (3) months prior to the maturity of the Term Loan Agreement (as such date may be extended pursuant to the terms thereof or as a result of any Permitted Refinancing thereof into one or more other credit facilities), and (c) date which is three (3) months prior to the maturity of the Senior Unsecured 2022 Notes (as such date may be extended pursuant to the terms thereof or as a result of any Permitted Refinancing thereof into one or more other credit facilities); provided that, in each case, if such date is not a Business Day, the first Business Day thereafter.
 
Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.10.
 
Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State, the European Union, any Member State of the European Union, or the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.
 
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Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the Closing Date, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine).
 
Sanctions” means economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State), the European Union, the United Kingdom (including without limitation, sanctions enforced by Her Majesty’s Treasury), the government of Switzerland or any similar laws of those jurisdictions where Holdings or any of its Subsidiaries does business.
 
Seasonal Period” shall mean a period of one hundred twenty (120) consecutive days in each three hundred sixty (360) day period as designated by the Administrative Borrower by written notice to the Administrative Agent not less than sixty (60) days prior to the beginning of such Seasonal Period.  For the avoidance of doubt, the Seasonal Period for any three hundred sixty (360) day period shall be the same period for purposes of calculating the Borrowing Base in each applicable jurisdiction. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Loan Parties, the Administrative Agent and the Lenders hereby agree and acknowledge that the Seasonal Period applicable to the three hundred sixty (360) day period immediately following the Amendment No. 2 Effective Date shall be the consecutive one hundred twenty (120) day period commencing on April 1, 2019 and ending on July 30, 2019.
 
SEC” shall mean the United States Securities and Exchange Commission.
 
Secured Leverage Ratio” shall mean the ratio as of the last day of any fiscal quarter of (a) Consolidated Net Debt as of such day (other than any portion of Consolidated Net Debt that is unsecured) to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period ending on such date.
 
Secured Obligations” shall mean (a) the Obligations; (b) the due and punctual payment and performance of all obligations of the Borrowers and the other Loan Parties under each Swap Agreement entered into with any counterparty that is a Secured Party; and (c) the due and punctual payment and performance of all obligations of the Borrowers and the other Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured Party; provided that the Administrative Agent shall establish a Reserve for the amount of obligations under Swap Agreements or Treasury Services Agreements for such Swap Agreements or Treasury Services Agreements to constitute Secured Obligations. Notwithstanding the foregoing, in no event shall the Secured Obligations include any Excluded Swap Obligation.
 
Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and each counterparty to a Swap Agreement or Treasury Services Agreement if at the date of entering into such Swap Agreement or Treasury Services Agreement such Person was an Agent or a Lender or an Affiliate of an Agent or a Lender and such Person executes and delivers to the Administrative Agent a letter agreement, acknowledged and agreed to by the Administrative Borrower, in form and substance acceptable to the Administrative Agent pursuant to which such Person (a) appoints the Collateral Agent as its agent under the applicable Loan Documents; (b) agrees to be bound by the provisions of Sections 9.03, 10.03 and 10.09 as if it were a Lender; and (c) setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount.
 
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Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.
 
Securities Act” shall mean the Securities Act of 1933.
 
Securities Collateral” shall mean the Pledged Equity Interests (as defined in the U.S. Security Agreement), the Intercompany Notes and any dividends, interest or distributions in respect of or in exchange for any or all of the Pledged Equity Interests or Intercompany Notes.
 
Securitization” shall mean any transaction or series of transactions entered into by a Non-Eligible Subsidiary pursuant to which such Non-Eligible Subsidiary sells, conveys, assigns, grants an interest in or otherwise transfers to a Securitization Subsidiary, Securitization Assets (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary finances the acquisition of such Securitization Assets with the cash proceeds of Indebtedness permitted to be incurred by such Securitization Subsidiary or the realization of proceeds from the Securitization Assets in the ordinary course of business, or any similar arrangement with respect to the monetization of receivables reasonably acceptable to the Administrative Agent, it being understood that a Securitization may involve periodic transfers or pledges of accounts receivable in which new Securitization Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Securitization Assets, or interests therein; provided that any such transactions shall otherwise comply with the requirements of this Agreement relating to Securitizations.
 
Securitization Assets” shall mean any accounts receivable owed to an Non-Eligible Subsidiary (whether now existing or arising or acquired or formed in the future), arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which are sold, transferred or otherwise conveyed by such Non-Eligible Subsidiary to a Securitization Subsidiary.
 
Securitization Subsidiary” shall mean a Subsidiary of Holdings that engages in no activities other than in connection with the financing of accounts receivable (and activities incidental thereto) and that is designated by the board of directors (or similar governing body) of Holdings (as provided below) as a Securitization Subsidiary and: (a) has no Indebtedness or other Obligations (contingent or otherwise) that: (i) are guaranteed by Holdings, any Borrower or any of their Subsidiaries; (ii) are recourse to or obligate Holdings, any Borrower or any of their Subsidiaries in any way or create a Lien on, or otherwise encumber or restrict, the Collateral in any way; or (iii) subjects any property or assets of Holdings, any Borrower or any of their Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; (b) has no contract, agreement, arrangement or undertaking (except in connection with a Permitted Securitization) with Holdings, any Borrower or any of their Subsidiaries other than on terms no less favorable to Holdings, such Borrower or such Subsidiaries than those that might be obtained at the time from Persons that are not Affiliates of a Borrower, other than fees payable in the ordinary course of business in connection with servicing accounts receivables; (c) neither Holdings, nor any Borrower nor any of their Subsidiaries has any obligation to maintain or preserve the Securitization Subsidiary’s financial condition or cause the Securitization Subsidiaries to achieve certain levels of operating results; and (d) does not commingle its funds or assets with those of any Borrower or any other Loan Party, in each case, other than Standard Securitization Undertakings. Any such designation by the Board of Directors of Holdings will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of Holdings giving effect to such designation and an officers’ certificate certifying, to such officer’s knowledge and belief, that such designation complied with the foregoing conditions.
 
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Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to any Security Document (a) on the Closing Date or (b) thereafter pursuant to Section 5.10 or 5.11.
 
Security Documents” shall mean the U.S. Security Agreement, the Australian Security Agreements, the Dutch Security Agreements, the UK Security Agreements, the Mortgages (if any), the Intellectual Property Security Agreements, the Intercreditor Agreement, the Bailee Letters (if any), the Landlord Access Agreements (if any) and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the U.S. Security Agreement, any Foreign Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the U.S. Security Agreement, any Foreign Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.
 
Security Trustee” shall have the meaning assigned to such term in Section 9.13(c).
 
Seller’s Retained Interest” shall mean the debt or equity interests held by Holdings or a Subsidiary of Holdings in a Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through which Holdings or a Subsidiary of Holdings has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets.
 
 “Senior Representative” shall mean, with respect to any series of notes or term loans constituting Permitted Secured Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
 
Senior Unsecured 2020 Notes” means an indenture dated as of August 20, 2012 providing for the issuance of 6.375% unsecured Senior Notes due 2020.
 
Senior Unsecured 2022 Notes” means an indenture dated as of March 19, 2015 providing for the issuance of 7.50% unsecured Senior Notes due 2022.
 
Senior Unsecured 2022 Notes Documents” shall mean that certain indenture pursuant to which the Senior Unsecured 2022 Notes are issued and the related documents entered into pursuant thereto.
 
Sold Entity or Business” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA.”
 
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Solvent” and “Solvency” shall mean:
 
(a) with respect to any incorporated, registered or organized under the laws of Australia or any state or territory thereof, such Person (i) does not become, does not admit in writing that it is, is not declared to be, or is not deemed under any applicable Requirements of Law to be, insolvent under Australian law; (ii) is able to pay its debts (as and when they become due and payable) and does not stop payments of its debts generally; (iii) is not found or declared by a court to be insolvent under Australian law, is not insolvent within the meaning of sections 95A(1) and (2) of the Corporations Act or otherwise found or deemed to be insolvent by law or a court; (iv) complies with a statutory demand that has not been stayed or overturned within the meaning of section 459F(1) of the Corporations Act; (v) is not the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act; (vi) is not insolvent under administration (as defined in the Corporations Act; (vii) is not in liquidation, is not in provisional liquidation, is not under administration or wound up and has not had a Controller (as defined in the Corporations Act) appointed to its property; (viii) is not subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Administrative Agent); and (b) with respect to any other Person on any date of determination, that on such date (i) the Fair Value and the Present Fair Saleable Value of the assets of such Person exceeds such Person’s Stated Liabilities and Identified Contingent Liability; (ii) such person does not have Unreasonably Small Capital; and (iii) such Person can pay its Stated Liabilities and Identified Contingent Liability as they mature.
 
For purposes of the foregoing:
 
(a)          “Fair Value” shall mean the amount at which the assets (both tangible and intangible), in their entirety, of a Person would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act,
 
(b)         “Present Fair Salable Value” means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated (provided that for purposes of determining Solvency on the Closing Date, this clause (b) shall be calculated after giving effect to the consummation of the Transactions (including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans on the Closing Date);
 
(c)          “Stated Liabilities” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of such Person;
 
(d)          “Identified Contingent Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of such person; provided that for purposes of determining Solvency on the Closing Date, this clause (d) shall be calculated after giving effect to the consummation of the Transactions (including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans on the Closing Date (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities pursuant to the proviso in clause (c) above)) as identified and explained in terms of their nature and estimated magnitude;
 
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(e)          “Can pay their Stated Liabilities and Contingent Liabilities as they mature” means such Person will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable; provided that for purposes of determining Solvency on the Closing Date, this clause (e) shall be calculated after giving effect to the consummation of the Transactions (including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans on the Closing Date); and
 
(f)          “Do not have Unreasonably Small Capital” means such Person will have sufficient capital to ensure that it is a going concern.
 
“South African Credit Agreement” means that certain Term Loan and Revolving Credit Facilities Agreement, dated on or about the Amendment No. 2 Effective Date (as amended, supplemented and/or refinanced), among Tronox Mineral Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, as borrowers with joint and several liability, the lenders party thereto from time to time, The Standard Bank of South Africa Limited, as Coordinating Bank, and Firstrand Bank Limited, as Facility Agent.
 
South African Subsidiaries” shall mean any Subsidiary formed under the laws of the Republic of South Africa or any Subsidiary if, as a result of providing a Guaranty of the Obligations or providing any Collateral or being a party to any of the Loan Documents, such Subsidiary would violate any applicable South African “Black Empowerment” laws, any South African exchange control regulations or any other similar South African laws and regulations applicable to it.
 
Specified Event of Default” shall mean an Event of Default pursuant to Section 8.01(a), (b) (but only with respect to a breach of Section 2.22, Section 6.07 or Section 5.18 (after giving effect to the grace period contained in Section 8.01)), (f), (g) or (m).
 
Specified Financial Statements” shall mean (a) audited consolidated balance sheets of Holdings and its consolidated subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and December 25, 2016, and the related consolidated statements of income and cash flows of Holdings and its consolidated subsidiaries, including the notes thereto; (b) the unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of, and related unaudited consolidated statements of income and cash flows of Holdings and its Subsidiaries for the period ended June 30, 2017; and (c) a pro forma consolidated balance sheet as of June 30, 2017, and related pro forma statement of income of HoldingsTronox Limited for the trailing 12-month period ended June 30, 2017 prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income) (the pro forma financial statements described in this clause (iii), the “Pro Forma Financial Statements”); provided, that no Pro Forma Financial Statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R).
 
Specified Transaction” means, with respect to any period, any Investment, Asset Sale, incurrence or repayment of Indebtedness, Restricted Junior Payment, subsidiary designation, operating improvements, restructurings or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” to such event.
 
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Spot Selling Rate” shall mean the spot selling rate at which the Administrative Agent offers to sell any currency (other than dollars) for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later.
 
Standard Letter of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.
 
Standard Securitization Undertakings” shall mean representations, warranties, covenants, repurchase obligations and indemnities entered into by Holdings, any Borrower or any of their Subsidiaries which are customary for a seller or servicer of assets transferred in connection with a Securitization.
 
 “Standby Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of the Borrowers or any of their respective Subsidiaries; (b) the obligations of third-party insurers of the Borrowers or any of their respective Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit; (c) performance, payment, deposit or surety obligations of the Borrowers or any of their respective Subsidiaries if required by a Requirement of Law or in accordance with custom and practice in the industry; or (d) Indebtedness of the Borrowers or any of their respective Subsidiaries permitted to be incurred under Section 6.01.
 
Sterling” shall mean the lawful currency of the United Kingdom.
 
Subsequent Transaction” has the meaning set forth in Section 1.09.
 
Subordinated Indebtedness” means any Indebtedness contractually subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.
 
Subsidiary” shall mean, with respect to any Person at any date, (a) any corporation, partnership, private limited company, public limited company, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings subject to the proviso in the preceding sentence.
 
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Subsidiary Guarantor” shall mean each Restricted Subsidiary listed on Schedule 1.01(b), and each other Restricted Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.10 and executes a Joinder Agreement in connection therewith.
 
Supermajority Lenders” shall mean two (2) or more Lenders having Revolving Commitments and Revolving Exposure of more than 66 2/3% of the sum of total Revolving Exposures and Revolving Commitments of all Revolving Lenders at such time; provided that the Revolving Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Lenders.
 
Swap” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
 
Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
 
Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.
 
 “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17. The amount of the Swingline Commitment shall initially be $55,000,000, but shall in no event exceed 10% of the aggregate Revolving Commitments.
 
Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.
 
Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.
 
Swingline Loan” shall mean any loan made by the Swingline Lender to a U.S. Borrower pursuant to Section 2.17.
 
Swiss Guarantor” has the meaning set forth in Section 7.09.
 
Swiss Loan Party” shall mean a Loan Party incorporated, organized or otherwise formed in Switzerland.
 
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Tax Consolidated Group” shall mean a “consolidated group” or an “MEC group” each as defined in the Australian Tax Act.
 
Tax Credit” shall mean a credit against, relief or remission for, or refund or repayment of, any Taxes.
 
Tax Payment” shall mean the payment of an additional amount by a Relevant Borrower under Section 2.24(b) or Section 2.25(a) or a payment made by the Relevant Borrower under Section 2.24(c).
 
Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined by Holdings in good faith) entered into after the date hereof so long as such Tax Restructuring does not impair the Guarantee or the security interests of the Lenders in any material respect and is otherwise not adverse to the Lenders in any material respect and after giving effect to such Tax Restructuring, Holdings and its Restricted Subsidiaries otherwise comply with Section 5.12.
 
Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications filed or required to be filed in respect of Taxes.
 
Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, fees, assessments or withholdings (including backup withholdings) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
Term Loan” shall mean any “Loan” as defined in the Term Loan Agreement
 
Term Loan Agent” shall mean the agent under the Term Loan Agreement and related collateral documents, and any successor or new agent thereunder. As of the Closing Date, Bank of America, N.A. is the Term Loan Agent.
 
Term Loan Agreement” shall mean the First Lien Term Loan Agreement, dated as of the Closing Date, by and among HoldingsTronox Limited, Tronox Finance LLC, Blocked Borrower, the Term Loan Agent and the other parties thereto, and any extension, renewal, refinancing or replacement, in whole or in part (whether with the same group of lenders or a different group of lenders) in accordance with the terms of this Agreement and the Intercreditor Agreement.
 
Term Loan Documents” shall mean the Term Loan Agreement and the other Loan Documents as defined in the Term Loan Agreement, including each mortgage and other security documents, guaranties and the notes issued thereunder.
 
Term Loan Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.
 
Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Holdings ending on or prior to such date for which financial statements (a) have been (or were required to have been) delivered pursuant to Section 5.01(b) or Section 5.01(c) or (b) for which internally available financial statements have been made available to the Administrative Agent.
 
TFA” shall mean a tax funding agreement between the members of a Tax Consolidated Group which includes (a) reasonably appropriate arrangements for the funding of tax payments by the Head Company having regard to the position of each member of the Tax Consolidated Group; and (b) reasonably appropriate arrangements for the compensation of each member  of the Tax Consolidated Group to compensate such member adequately for loss of tax attributes (including tax losses and tax offsets) as a result of being a member of the Tax Consolidated Group.
 
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the Netherlands” means the part of the Kingdom of The Netherlands located in Europe.
 
Title Company” shall mean any title insurance company as shall be retained by the Borrowers and reasonably acceptable to the Administrative Agent.
 
Top Hat Company” shall have the meaning assigned to such term in the definition of “Permitted Reorganization.”
 
Top Hat Reorganization” shall have the meaning assigned to such term in the definition of “Permitted Reorganization.”
 
Top Hat Transaction” shall have the meaning assigned to such term in the definition of “Permitted Reorganization.”
 
Total Net Leverage Ratio” shall have the meaning assigned to such term in the Term Loan Agreement as in effect as of the date hereof.
 
“Top 20 Customer” means each of those certain customers of the Borrowers which are the twenty (20) largest revenue-generating customers of the Borrowers, as calculated on a trailing twelve (12) month  basis as of the most recent calendar month ended prior to the Amendment No. 2 Effective Date, and as set forth on Schedule 1.01(i). Such Schedule 1.01(i) shall be updated by the Collateral Agent (from information received by the Borrowers that is acceptable to Collateral Agent in its Permitted Discretion) promptly following each calendar quarter to reflect any changes in such list of customers of the Borrowers.
 
Transaction Costs” shall mean the fees, costs and expenses payable by Holdings, any Borrower or any of Holdings’ Subsidiaries in connection with the transactions contemplated by the Loan Documents (and the refinancing of the outstanding Indebtedness under the Existing Credit Agreement), the Term Loan Documents, the satisfaction and discharge and/or redemption of the Senior Unsecured 2020 Notes and the issuance of the New Notes.
 
Transaction Documents” shall mean the Loan Documents, the Term Loan Documents and the New Notes Documents.
 
Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the execution, delivery and performance of the Loan Documents (including the refinancing of the outstanding Indebtedness existing under the Existing Credit Agreement); (b) the execution, delivery and performance of the Term Loan Documents, (c) the issuance of the New Notes, (d) the satisfaction and discharge and/or redemption of the Senior Unsecured 2020 Notes and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.
 
Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.
 
Treasury Services Agreement” shall mean any agreement relating to treasury, depositary and cash management services or automated clearinghouse transfer of funds or to corporate credit cards or p-cards.
 
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Tronox Bahamas” shall mean Tronox Pigments Ltd., a Bahamian entity.
 
Tronox Inc.” shall mean Tronox Incorporated, a Delaware corporation.
 
 “Tronox Holdings Coöperatief” shall mean Tronox Holdings Coöperatief U.A., a cooperative with excluded liability under Dutch law (coöperatie met uitgesloten aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands and having its principal place of business at Lot 22, Mason Road, Kwinana Beach, Western Australia 6167, Australia, registered with the Dutch trade register of the chamber of commerce under number 55056113.
 
Tronox Holdings Europe” shall mean Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) formed and existing under Dutch law, having its business address at 1 Brodie Hall Drive, Bentley, Westerns Australia 6102, Australia, registered with the Dutch trade register under number 24424862 (the “Partnership”), represented by Tronox Worldwide Pty Ltd, a proprietary company limited by shares incorporated under the laws of Australia, having its business address at 1 Brodie Hall Drive, Bentley, Western Australia 6102, Australia, registered under the number ACN 158 561 061, in its capacity as the general partner (beherend vennoot) of the Partnership.
 
“Tronox Holdings” shall mean Tronox Holdings plc, a public limited company incorporated under the laws of England and Wales with registered number 11653089.
 
Tronox Inc.” shall mean Tronox Incorporated, a Delaware corporation.
 
“Tronox Intermediate Holdings means Tronox Investment Holdings Limited, a private limited company incorporated under the laws of England and Wales with registered number 11880284.
 
“Tronox Limited” has the meaning assigned to such term in the preamble hereto.
 
 “Tronox Pigments (Netherlands) shall mean Tronox Pigments (Netherlands) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered address at Lot 22, Mason Road, Kwinana Beach, Western Australia 6167, Australia, registered with the Dutch trade register of the chamber of commerce under number 34132341.
 
TSA” shall mean an agreement between the members of a Tax Consolidated Group which takes effect as a tax sharing agreement under section 721-25 of the Australian Tax Act and complies with the Australian Tax Act and any applicable Requirements of Law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Australian Tax Act, any such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.
 
Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBOR Rate or the Alternate Base Rate.
 
UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.
 
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UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.
 
UK” shall mean England and Wales.
 
UK Financing Subsidiary” shall mean a Subsidiary of Holdings organized under the laws of England or Wales which is designated by the Administrative Borrower as a finance subsidiary in a notice to the Administrative Agent. The principal purpose of the finance subsidiary shall be to facilitate financing of Holdings and its Subsidiaries on a global basis and it shall not conduct any operations other than financing activities and activities reasonably incidental thereto.
 
UK Finance Reserve” shall mean a reserve against the Borrowing Base established by the Administrative Agent in its Permitted Discretion on account of the funding of bank accounts owned by a UK Financing Subsidiary, which reserve shall not exceed an amount equal to one year’s payroll expense of the applicable UK Financing Subsidiary.
 
UK Loan Party” shall mean a Loan Party incorporated, organized or otherwise formed in the UK.
 
UK Security Agreements” shall mean collectively, (a) that certain UK Debenture, dated the Closing Date, among the Loan Parties party thereto and the Collateral Agent; and (b) each other pledge or security agreement, including, without limitation, share charges and debentures, governed by the laws of England and Wales between or among any Loan Party incorporated or organized under the laws of England and Wales or any province or territory thereof and the Collateral Agent.
 
Undervalued Asset” has the meaning set forth in Section 7.09(f).
 
United States” and “U.S.” shall mean the United States of America.
 
Unrestricted Subsidiary” shall mean a Subsidiary (other than a Holding Company or any Borrower) designated by the Administrative Borrower as an Unrestricted Subsidiary pursuant to Section 5.20 subsequent to the Closing Date and, as of the Closing Date, Tronox GmbH, Tronox Pigments GmbH, Tronox Pigments (Singapore) Pte. Ltd. Tronox Sands LLP, Tronox Sands UK Holdings Limited, Tronox Sands Investment Funding Limited, Tronox UK Finance Limited and the Blocked Borrower.
 
U.S. Borrowers” shall mean (a) the Initial U.S. Borrower; and (b) any Additional Co-Borrower organized under the laws of the United States that may become a party hereto after the date hereof.
 
U.S. Borrowing Availability” shall mean at any time the lesser of (a) the U.S. Borrowing Base at such time; and (b) the aggregate amount of the Lenders’ Revolving Commitments at such time, in each case, less the aggregate U.S. Revolving Exposure of all Lenders at such time.
 
U.S. Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.21, an amount equal to the sum of, without duplication:
 
(a)          the book value of the U.S. Eligible Accounts multiplied by the Accounts Advance Rate;
 
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(b)          the lesser of, (i) the Inventory Cost Advance Rate multiplied by the Cost of the U.S. Eligible Inventory, and (ii) the Inventory Recovery Advance Rate multiplied by the Net Recovery Cost Percentage multiplied by the Cost of the U.S. Eligible Inventory; minus
 
(c)          any U.S. Reserves then in effect established from time to time by the Administrative Agent, in the exercise of its Permitted Discretion.
 
The U.S. Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Administrative Agent with such adjustments as the Administrative Agent deem appropriate, in its Permitted Discretion to correct errors, to implement Reserves or to adjust for fluctuations in the currency exchange rate relating to assets comprising the U.S. Borrowing Base.
 
U.S. Eligible Accounts” shall have the meaning assigned to such term in Section 2.21(c).
 
U.S. Eligible In-Transit Inventory” shall mean Inventory owned by a U.S. Borrower that otherwise satisfies the criteria for U.S. Eligible Inventory set forth herein but is located outside of the United States of America and which is in transit to either the premises of a Freight Forwarder in the United States of America or the premises of such U.S. Borrower in the United States of America which are either owned and controlled by such U.S. Borrower or leased by such U.S. Borrower; provided, that no Inventory shall be U.S. Eligible In-Transit Inventory unless:
 
(a)          the Collateral Agent, on behalf of Secured Parties, has a perfected, First Priority Lien upon such Inventory and all documents of title with respect thereto;
 
(b)          such Inventory either (i) is the subject of a negotiable bill of lading (A) in which the Collateral Agent is named as the consignee (either directly or by means of endorsements); (B) that was issued by the carrier respecting such Inventory that is subject to such bill of lading; and (C) that is in the possession of the Collateral Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases acting on the Collateral Agent’s behalf subject to a Freight Forwarder Letter, duly authorized, executed and delivered by such Freight Forwarder; or (ii) is the subject of a negotiable forwarder’s cargo receipt and such cargo receipt on its face indicates the name of the freight forwarder as a carrier or multi-modal transport operator and has been signed or otherwise authenticated by it in such capacity or as a named agent for or on behalf of the carrier or multi-modal transport operator, in any case respecting such Inventory and either (A) names the Collateral Agent as the consignee (either directly or by means of endorsements); or (B) is in the possession of the Collateral Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases acting on Agent’s behalf subject to a Freight Forwarder Letter, duly authorized, executed and delivered by such Freight Forwarder;
 
(c)          such Borrower has title to such Inventory;
 
(d)          the Collateral Agent shall have received a Freight Forwarder Letter, duly authorized, executed and delivered by the Freight Forwarder located in the United States of America handling the importing, shipping and delivery of such Inventory;
 
(e)          such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, required by the Loan Documents, and the Collateral Agent shall have received a copy of the certificate of marine cargo insurance in connection therewith in which it has been named as an additional insured and loss payee in a manner reasonably acceptable to the Collateral Agent;
 
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(f)          such Inventory is not subject to a Letter of Credit; and
 
(g)          such Inventory shall not have been in transit for more than forty-five (45) days;
 
provided that the Administrative Agent may, in its discretion, exclude any particular Inventory from the definition of “U.S. Eligible In-Transit Inventory” in the event the Administrative Agent determines in its Permitted Discretion that such Inventory is subject to any Person’s right of reclamation, repudiation, stoppage in transit or any event has occurred or is reasonably anticipated by the Administrative Agent to arise which may otherwise adversely impact the ability of the Administrative Agent to realize upon a material portion of such Inventory.
 
Notwithstanding the above, (x) U.S. Eligible Inventory in transit from a third party shall not be excluded from the definition of U.S. Eligible In-Transit Inventory by virtue of clause (b) or (d) of the proviso above for the first thirty (30) days following the Closing Date up to an aggregate amount of $12,000,000 for all U.S. Eligible In-Transit Inventory and (y) U.S. Eligible Inventory in transit from a Loan Party to another Loan Party shall not be excluded from the definition of U.S. Eligible In-Transit Inventory by virtue of clause (b) or (d) of the proviso above for the first thirty (30) days following the Closing Date.
 
U.S. Eligible Inventory” shall have the meaning assigned to such term in Section 2.21(f).
 
U.S. Entity” shall mean any Person organized under the laws of the United States of America, any State thereof or the District of Columbia.
 
U.S. Loan Parties” shall mean (a) the U.S. Borrowers and (b) any other Loan Parties organized under the laws of the United States.
 
U.S. Reserves” shall mean the sum (without duplication) of all reserves, in such amounts and with respect to such matters, as the Administrative Agent may establish from time to time in its Permitted Discretion; provided, that the initial U.S. Reserves, if any, shall be as set forth on the Borrowing Base Certificate delivered for purposes of the Closing Date.
 
U.S. Revolving Loan” shall mean a Loan made by the Lenders to a U.S. Borrower pursuant to Section 2.01(a). Each U.S. Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.
 
U.S. Security Agreement” shall mean that certain Pledge and Security Agreement, dated as of Closing Date, among the Loan Parties party thereto and the Collateral Agent for the benefit of the Secured Parties.
 
USA PATRIOT Act” shall have the meaning set forth in the definition of “Anti-Terrorism Laws.”
 
VAT” shall mean
 
(a)          any tax imposed in compliance with the Council Directive of 28 November 2006 or the common system of value added tax (EC Directive 2006/112); and
 
(b)          any other tax of a similar nature, that is either (i) imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) above; or (ii) imposed elsewhere.
 
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Voting Stock” shall mean, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person.
 
Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.
 
Whitewash Australian Entity” means any Australian Subsidiary which is required to obtain approval to the giving of financial assistance in accordance with section 260B of the Corporations Act.
 
Whitewash Completion Date” shall mean in respect of each Australian Subsidiary from time to time that is a Whitewash Australian Entity, (i) while the ultimate Australian holding company of that Whitewash Australian Entity is a public company, the date which is no later than 60 days (or such longer period as consented to by the Australian Security Trustee in its sole discretion) after the next scheduled annual general meeting of Holdingsthat ultimate Australian holding company after the date such Australian Subsidiary is acquired by, or otherwise becomes a Subsidiary domiciled in Australia of, Holdings or one of its Subsidiaries or (ii) otherwise, the date which is no later than 90 days (or such longer period as consented to by the Australian Security Trustee in its sole discretion) after such Australian Subsidiary is acquired by, or otherwise becomes a Subsidiary domiciled in Australia of, Holdings or one of its Subsidiaries.
 
Whitewash Documents” means the documents, in a form approved by the Administrative Agent (acting reasonably), required under section 260B of the Corporations Act for approving the giving of financial assistance being given by any Australian Subsidiary that is a Whitewash Australian Entity under all relevant Loan Documents to which it is proposed to be a party, including, in respect of each Whitewash Australian Entity and the ultimate Australian holding company, the circular or sole member (as applicable) resolution approving the giving of the financial assistance by the relevant company, an explanatory statement setting out all the information that is material to the decision on how to vote on such resolution, a notice proposing the passing of a resolution to approve the giving of the financial assistance and as required, ASIC forms 2602 (financial assistance details), 2601 (intention to give financial assistance) (other than for the ultimate Australian holding company) and 2205 (notification of resolutions regarding shares) (including, in each case, with all necessary attachments, if any).
 
Whitewash Resolution Date” shall mean, in respect of an Australian Subsidiary that is a Whitewash Australian Entity, the date which is at least 14 days prior to the relevant Whitewash Completion Date for such Australian Subsidiary.
 
Wholly Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person; and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have a 100% equity interest at such time.
 
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Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
 
Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
 
Yen” shall mean the lawful currency of Japan.
 
“ZAR” shall mean the lawful currency of the Republic of South Africa.
 
Section 1.02          Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Swingline Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Swingline Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).
 
Section 1.03          Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns; (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time; (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about”; and (i) unless all references herein or specified otherwise, be references to Eastern time (daylight or standard, as applicable).
 
Section 1.04          Accounting Terms; GAAP.
 
(a)          All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
 
(b)          Notwithstanding anything to the contrary herein, but subject to Section 1.09, for purposes of determining compliance with any test contained in this Agreement, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio that are calculated with respect to any Test Period during which a Specified Transaction occurs shall be calculated on a Pro Forma Basis.  Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Specified Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Specified Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Specified Transaction had occurred at the beginning of the applicable Test Period.
 
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(c)          Where reference is made to “Holdings and the Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of Holdings other than Holdings and the Restricted Subsidiaries.
 
(d)          In the event that the Administrative Borrower elects to prepare its financial statements in accordance with IFRS and such election results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Administrative Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating Holdings’ financial condition shall be substantially the same after such change as if such change had not been made.  Until such time as such an amendment shall have been executed and delivered by the Administrative Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer of the Administrative Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred.
 
(e)          Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligation,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations (also including subleases, the “2017 GAAP Leases”), and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. A “Capitalized Lease Obligation” is any lease which would, in accordance with GAAP as at the original date of this Agreement, be treated as a “Capitalized Lease Obligation” but, for the avoidance of doubt, shall exclude any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under GAAP as at the original date of this Agreement which is subsequently treated as “Capitalized Lease Obligations” as a result of any change to the treatment of such leases or other arrangements under GAAP.
 
Section 1.05          Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.
 
Section 1.06          UCC/PPSA Australia. As used herein, (a) the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper”, “Commercial Tort Claim”, “Equipment”, “Instrument”, “Investment Property” and “Proceeds”; and (b) as such terms relate to any such Property located in Australia, “Chattel Paper” and “Proceeds” shall refer to chattel paper and proceeds as those terms are defined in the PPSA Australia, “Equipment” shall refer to goods (other than goods that are consumer property or inventory) as those terms are defined in the PPSA Australia, “Instrument” shall refer to negotiable instrument as that term is defined in the PPSA Australia and “Investment Property” shall refer to investment instrument and intermediated security as those terms are defined in the PPSA Australia to the extent applicable.
 
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Section 1.07          Currency Matters. Rates.
 
(a) All references in the Loan Documents to Loans, Letters of Credit, Obligations and other amounts shall be denominated in dollars, unless expressly provided otherwise. The Dollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than dollars shall be determined by the Administrative Agent on a daily basis based on the Spot Selling Rate. No Default or Event of Default shall arise as a result of any limitation of threshold in Article VI set forth in dollars being exceeded solely as a result of changes in currency exchange rates after the date of the relevant action, event or condition. Each Borrower shall report Cost and other Borrowing Base components to Agent in the currency shown in such Borrower’s financial records, and unless expressly provided otherwise, Holdings shall deliver consolidated financial statements and calculate financial covenants in dollars; provided that all Borrowing Base Certificates shall report the Borrowing Bases in dollars and any Borrowing Base component payable by the applicable Account Debtor in a currency other than dollars shall be valued at the Dollar Equivalent of such amount as of the month-end to which such Borrowing Base Certificate relates and the Administrative Agent may from time to time in its discretion update such Dollar Equivalent based upon changes in the currency exchange rate. For purposes of determining the Consolidated Fixed Charge Coverage Ratio and other financial tests in this Agreement, amounts denominated in a currency other than dollars shall be converted to dollars at the currency exchange rate used in preparing the Borrowers’ financial statements corresponding to the test period with respect to the applicable date of determination. Notwithstanding anything herein to the contrary, except as otherwise expressly required in this Agreement, if any Obligation is funded and expressly denominated in a currency other than dollars, Borrowers shall repay such Obligation in such other currency.
 
(b) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and Borrowers and the Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to ABR Loans, and (z) Borrowers shall not be entitled to request or maintain LIBOR Rate Loans until such Lender determines that it would no longer be unlawful or impractical to do so.  Administrative Agent agrees to exercise good faith in the administration of this clause (b) in a manner, as applied to Borrowers, that is not materially different from the manner in which Administrative Agent is then administering the application of similar provisions under other, similar credit facilities with similarly-situated customers of Administrative Agent.
 
Section 1.08          Timing of Payment and Performance.  When the payment of any obligations or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period” herein) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
 
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Section 1.09          Certain Calculations and Tests.
 
(a)          Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default), in either case without limitation upon the requirement that the conditions precedent to all Credit Extensions be satisfied in accordance with Section 4.02 on the date of such Credit Extension, or (iii) testing any cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exception set forth in Article VI, in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, at the election of Holdings (Holdings’ election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), will be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with.  For the avoidance of doubt, if Holdings has made an LCA Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated and (B) solely in connection with the calculation of any ratio or “basket” availability with respect to the making of Restricted Junior Payments, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummated.  For the further avoidance of doubt, in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be made as of the applicable date of the consummation of the Specified Transaction.
 
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(b)          Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof and any concurrent borrowing under a revolving facility, including a Borrowing consisting of Incremental Revolving Loans) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence.
 
Section 1.10          Certain Dutch Law MattersIn this Agreement, where it relates to or has an effect on a Dutch entity or its assets, or Dutch security, then, solely for purposes of Dutch law, a reference to:
 
(a)          a necessary action to authorize where applicable, includes without limitation:
 
(i)          any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden); and
 
(ii)          obtaining an unconditional positive advice (advies) from the competent works council(s) if a positive advice is required pursuant to the Dutch Works Councils Act (Wet op de ondernemingsraden);
 
(b)          gross negligence means grove schuld;
 
(c)          negligence means schuld;
 
(d)          a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);
 
(e)          a liquidation or dissolution (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);
 
(f)          an insolvency includes:
 
(i)          suspension of payments (surseance verleend);
 
(ii)        emergency regulations (noodregeling) as provided for in the Act on financial supervision (Wet op het financieel toezicht);
 
(iii)          bankruptcy (failliet verklaard); and
 
(iv)         any other insolvency proceedings listed in Annex A of Regulation (EU) No 2015/848 of the European Parliament and of the Council of the European Union of 20 May 2015 on insolvency proceedings (recast);
 
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(g)          a moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance verleend;
 
(h)          any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990);
 
(i)          a trustee or receiver includes a curator;
 
(j)          an administrator includes a bewindvoerder;
 
(k)          an attachment includes a beslag;
 
(l)          a merger includes a juridische fusie;
 
(m)          a demerger includes a juridische splitsing; and
 
(n)         financial assistance means any action or contemplated action prohibited by Section 2:98(c) of the Dutch Civil Code (Burgerlijk Wetboek).
 
ARTICLE II

THE CREDITS
 
Section 2.01          Commitments.
 
(a)          Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly to make (x) Australian Revolving Loans, in dollars, to any Australian Borrower, (y) Dutch Revolving Loans, at the applicable Borrower’s option, in dollars or euros to any Dutch Borrower and (z) U.S. Revolving Loans, at the applicable Borrower’s option, in dollars or euros to any U.S. Borrower, in each case at any time and from time to time on or after the Closing Date until the earlier of one Business Day prior to the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in:
 
(i)          such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;  or
 
(ii)        the sum of the total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments and (B) the Aggregate Borrowing Base then in effect.
 
(b)          Within the limits set forth in clause (a) above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.
 
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(c)          The Administrative Agent shall not, without the prior consent of all Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Aggregate Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied (or waived in accordance herewith) except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of the Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent deems it necessary or advisable in its discretion to do so to, including, without limitation, (1) pay the premiums in respect of all required insurance policies of the Loan Parties, (2) pay property taxes and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Collateral, (3) make repairs, (4) discharge Liens, (5) pay or perform any obligations of any Loan Party under any Collateral or (6) take any other action to protect or preserve the value of any Collateral, provided, that: (x) the total principal amount outstanding at any time of the Overadvances to the Borrowers which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the conditions precedent have not been satisfied, shall not exceed the amount equal to 10% of the Revolving Commitments and shall not cause the total Revolving Exposure to exceed the Revolving Commitments of all of the Lenders; (y) without the consent of all Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding; and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided that the Administrative Agent is acting in accordance with the terms of this Section 2.01(c). For the avoidance of doubt, no Overadvance shall, in and of itself, constitute a Default or Event of Default for as long as such Overadvance remains outstanding in accordance with the terms of this Section 2.01.
 
(d)          Borrowers and Guarantors shall use commercially reasonable efforts to provide Collateral Agent and its field examiners and appraisers, reasonably acceptable to it, sufficient access and information (as reasonably requested) to complete a field examinations, of the business, assets, and properties of Borrowers, and an appraisal of the Inventory of Borrowers, in each case on or before the 90th day after the Closing Date (or such later date up to 120 days after the Closing Date as may be agreed by the Collateral Agent (“Later Agreed Date”)) and the Borrowers and the Guarantors agree to cooperate in good faith to cause such field examination and appraisal with respect to business and assets of Borrowers to be completed as soon as practicable (giving due regard to the operational demands of the Borrowers and the Guarantors, taken as a whole). Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, if the Collateral Agent has not received such appraisal and final report from the field examination of the Australian Borrowing Base, the Dutch Borrowing Base or the U.S. Borrowing Base, as applicable, on or prior to the 90th day after the Closing Date (or any Later Agreed Date), then as to such Borrowing Base in respect of which such appraisal and/or field examination has not been so provided, such Borrowing Base shall be zero (0) until the Collateral Agent's receipt and reasonable opportunity to review the results of such appraisal and final report from the field examination.
 
Section 2.02          Loans.
 
(a)          Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans made pursuant to Section 2.17 and Loans deemed made pursuant to Section 2.18(e)(i) and (ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) Eurodollar Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.
 
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(b)          Subject to Sections 2.11 and 2.12, (i) each Borrowing of Dollar Denominated Loans shall be comprised entirely of ABR Loans or Eurodollar Revolving Loans as the Borrowers may request pursuant to Section 2.03; and (ii) each Borrowing of Euro Denominated Loans shall be comprised entirely of Eurodollar Revolving Loans. Each Lender may at its option make any Eurodollar Revolving Loan or any ABR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than twelve (12) Eurodollar Revolving Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
 
(c)          Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to a U.S. account of the applicable Borrower as directed by the Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.
 
(d)          Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing; and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.
 
(e)          Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, as applicable.
 
Section 2.03          Borrowing Procedure.
 
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(a)          To request Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (or e-mail), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of Eurodollar Revolving Loans, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing; (ii) in the case of Euro Denominated Loans, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that for Loans to be made on the Closing Date, such Borrowing Request may be delivered to the Administrative Agent one Business Day prior to the Closing Date. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
 
(i)          whether the requested borrowing is to be a borrowing of U.S. Revolving Loans, Australian Revolving Loans or Dutch Revolving Loans;
 
(ii)          the aggregate principal amount of such borrowing;
 
(iii)          the date of such borrowing, which shall be a Business Day;
 
(iv)          in the case of Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar Revolving Loans;
 
(v)          in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
 
(vi)          the Borrower requesting such borrowing and the location and number of such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);
 
(vii)          that the conditions set forth in Sections 4.02(b)-(d) have been or shall be satisfied as of the proposed date of the borrowing, as applicable; and
 
(viii)          the Approved Currency for such borrowing.
 
If no election as to the Type of Loans is specified, then the requested borrowing shall be for ABR Loans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Revolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
 
(b)          Appointment of Administrative Borrower. Each Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Borrower. The Administrative Agent and Lenders may disburse the Loans to such bank account of the Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower, in each case, as the Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. The Administrative Borrower hereby accepts the appointment by the Borrowers to act as the agent of the Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Administrative Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. No purported termination of the appointment of the Administrative Borrower as agent as aforesaid shall be effective, except after five (5) days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in its sole discretion).
 
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Section 2.04          Evidence of Debt; Repayment of Loans.
 
(a)          Promise to Repay. Each of the Borrowers hereby unconditionally promises, jointly and severally, to pay (i) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan on the Revolving Maturity Date; and (ii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first Business Day after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. All payments or repayments of Loans made pursuant to this Section 2.04(a) shall be made in the Approved Currency in which such Loan is denominated.
 
(b)          Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain records including (i) the amount and Approved Currency of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the records maintained by the Administrative Agent and each Lender pursuant to this clause (b) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms. In the event of any conflict between the records maintained by any Lender and the records of the Administrative Agent in respect of such matters, the records of the Administrative Agent shall control in the absence of manifest error.
 
(c)          Promissory Notes. Any Lender by reasonable prior written notice to the Administrative Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1 or K-2, as the case may be. Thereafter, to the extent the applicable Lender shall so request, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). If any Lender (and/or its applicable permitted assign) loses the original copy of its promissory note, it shall execute an affidavit of loss containing a customary indemnification provision that is reasonably satisfactory to the Administrative Borrower.
 
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Section 2.05          Fees.
 
(a)          Commitment Fee. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the first calendar day of January, April, July and October of each year, commencing on the first such date to occur after the date hereof; and (B) on the date on which such Commitment terminates (pro-rated for the number of days elapsed in such month). Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure during such period of such Lender shall be disregarded for such purpose).
 
(b)          Administrative Agent Fees. The Borrowers agree, jointly and severally, to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter (the “Administrative Agent Fees”).