SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

AND

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

     SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2008 (this “ Amendment ”), among TRONOX INCORPORATED, a Delaware corporation (“ Holdings ”), TRONOX WORLDWIDE LLC, a Delaware limited liability company (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), LEHMAN BROTHERS INC. and CREDIT SUISSE, as joint lead arrangers and joint bookrunners (in such capacity, the “ Arrangers ”), ABN AMRO BANK N.V., as syndication agent (in such capacity, the “ Syndication Agent ”), JPMORGAN CHASE BANK, N.A. AND CITICORP USA, INC., as co-documentation agents (in such capacity, the “ Documentation Agents ”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “ Administrative Agent ”), and the parties listed as grantors on the signature pages hereto (the “ Grantors ”).

WITNESSETH:

     WHEREAS, (i) Holdings, the Borrower, the Lenders, the Arrangers, the Administrative Agent and the other agents referred to therein are parties to that certain Credit Agreement, dated as of November 28, 2005, as amended by First Amendment dated as of March 12, 2007 (as heretofore amended, restated or otherwise modified and in effect on the date hereof, the “ Credit Agreement ”) and (ii) the Borrower, the Grantors signatory thereto and the Administrative Agent are parties to that certain Guarantee and Collateral Agreement, dated as of November 28, 2005, in favor of the Administrative Agent for the benefit of the Secured Parties (as heretofore amended, restated or otherwise modified and in effect on the date hereof, the “ Guarantee and Collateral Agreement );

     WHEREAS, the parties hereto desire to amend the Credit Agreement and the Guarantee and Collateral Agreement on the terms and subject to the conditions set forth herein; and

     WHEREAS, the Lenders and the Administrative Agent have agreed to make such amendments solely upon the terms and conditions provided for in this Amendment;

     NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Defined Terms . Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

     2.  Amendments to Credit Agreement . In reliance on the representations and warranties set forth in Section 4 below and subject to the satisfaction of the conditions set forth in Section 5 below, the parties hereby agree to the following amendments (the “ Credit Agreement Amendments ”):

          (a) The definitions of “Applicable Margin” and “Qualified Counterparty” in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

     “‘ Applicable Margin’ : for each Type of Loan under each Facility, at any time, the rate per annum for such type of Loan determined pursuant to the Pricing Grid on the basis of the Facility Ratings in effect at such time; provided that, if the Consolidated Quarterly Leverage Ratio for any fiscal quarter in 2008 is equal to or exceeds 4.25x, the “Applicable Margin” for the next succeeding fiscal quarter shall be the rate per annum for such Loan determined pursuant to the Pricing Grid plus .50%; provided further that, if the Consolidated Quarterly Leverage Ratio for any fiscal quarter in 2009 is equal to or exceeds 4.00x, the “Applicable Margin” for the next succeeding fiscal quarter shall be the rate per annum for such Loan determined pursuant to the Pricing Grid plus .50%.”

     “‘ Qualified Counterparty’ : (i) with respect to any Specified Hedge Agreement or Specified Cash Management Agreement (other than any Specified Citigroup Cash Management Agreement or any Specified ABN AMRO Cash Management Agreement), any counterparty thereto that, at the time such Specified Hedge Agreement or Specified Cash Management Agreement was entered into, was a Lender or a Lender Affiliate, (ii) with respect to the Specified Letter of Credit, the Specified Letter of Credit Issuer, (iii) with respect to any Specified Citigroup Cash Management Agreement, Citicorp USA, Inc. or the Lender Affiliate thereof party thereto on the Closing Date, or (iv) with respect to any Specified ABN AMRO Cash Management Agreement, ABN AMRO Bank N.V. (for itself and on behalf of its affiliates) or the Lender Affiliate thereof party thereto on the Closing Date, in the case of (i), (ii), (iii) or (iv) if (but only if) such Person has agreed to be bound by the provisions of Section 7.2 of the Guarantee and Collateral Agreement as if it were a party thereto and by the provisions of Section 9 of this Agreement as if it were a Lender party hereto.”

          (b) The definitions of “Consolidated Quarterly Leverage Ratio” and “Specified ABN AMRO Cash Management Agreement” are hereby added to Section 1.1 of the Credit Agreement to read as follows:

     “‘ Consolidated Quarterly Leverage Ratio’ ”: of any Person for any fiscal quarter, the ratio of (a) the average of the Consolidated Total Debt for each day of such period to (b) Consolidated EBITDA of Holdings and its Subsidiaries as at the last day of such period with respect to the four consecutive fiscal quarters of Holdings ending on such date; provided that for purposes of calculating Consolidated EBITDA of Holdings and its Subsidiaries for any period, (i) the Consolidated EBITDA of any Person acquired by Holdings or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming for purposes of the calculation of Consolidated EBITDA the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) and (ii) the Consolidated EBITDA of any Person Disposed of Holdings or its Subsidiaries during such period shall be excluded for such period (assuming for purposes of the calculation of Consolidated

EBITDA the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).”

     “‘ Specified ABN AMRO Cash Management Agreement’ ”: as defined in the Guarantee and Collateral Agreement.”

          (c) Section 7.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Consolidated Total Leverage Ratio . Permit the Consolidated Total Leverage Ratio for any period of four consecutive fiscal quarters of Holdings ending with the last day of the fiscal quarters in fiscal years 2007 through 2011 of Holdings listed below to exceed the ratio set forth below opposite such fiscal quarter:

		Consolidated Total
Fiscal Quarter ended		Leverage Ratio
March 31, 2007			3.75x
June 30, 2007			3.75x
September 30, 2007			3.75x
December 31, 2007			3.75x
March 31, 2008			4.45x
June 30, 2008			4.90x
September 30, 2008			4.90x
December 31, 2008			4.90x
March 31, 2009			4.50x
June 30, 2009			4.35x
September 30, 2009			3.90x
December 31, 2009			3.50x
March 31, 2010 and thereafter			2.50x”

          (d) Section 7.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Consolidated Interest Coverage Ratio . Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings ending the last day of the fiscal quarters in fiscal years 2007 through 2011 of Holdings listed below, to be less than the ratio set forth below opposite such fiscal quarter:

		Consolidated Interest
Fiscal Quarter Ended		Coverage Ratio
March 31, 2007			2.00x
June 30, 2007			2.00x
September 30, 2007			2.00x
December 31, 2007			2.00x
March 31, 2008			1.00x
June 30, 2008			1.00x
September 30, 2008			0.80x
December 31, 2008			0.80x
March 31, 2009			1.25x
June 30, 2009			1.25x
September 30, 2009			1.75x
December 31, 2009			1.75x
March 31, 2010 and thereafter			4.00x”

          (e) Annex A of the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex A hereto.

     3.  Amendments to Guarantee and Collateral Agreement . In reliance on the representations and warranties set forth in Section 4 below and subject to the satisfaction of the conditions set forth in Section 5 below, the parties hereby agree to the following amendments:

          (a) The definitions of “Qualified Counterparty” and “Specified Cash Management Agreement” in Section 1.1 of the Guarantee and Collateral Agreement are hereby amended and restated in their entirety to read as follows:

     “ Qualified Counterparty : (i) with respect to any Specified Hedge Agreement or Specified Cash Management Agreement (other than any Specified Citigroup Cash Management Agreement or any Specified ABN AMRO Cash Management Agreement), any counterparty thereto that, at the time such Specified Hedge Agreement or Specified Cash Management Agreement was entered into, was a Lender or a Lender Affiliate, (ii) with respect to the Specified Letter of Credit, the Specified Letter of Credit Issuer, (iii) with respect to any Specified Citigroup Cash Management Agreement, Citicorp USA, Inc. or the Lender Affiliate thereof party thereto on the Closing Date, or (iv) with respect to any Specified ABN Amro Cash Management Agreement, ABN AMRO Bank N.V. (for itself and on behalf of its affiliates) or the Lender Affiliate thereof party thereto on the Closing Date, in the case of (i), (ii), (iii) or (iv) if (but only if) such Person has agreed to be bound by the provisions of Section 7.2 hereof as if it were a party hereto and by the provisions of Section 9 of the Credit Agreement as if it were a Lender party thereto.”

     “ Specified Cash Management Agreement : (x) any Cash Management Agreement (a) entered into by (i) Holdings, the Borrower or any Subsidiary Guarantor and (ii) any Lender or Lender Affiliate and (b) which has been designated by the Lender and the Borrower, by notice to the Administrative Agent not later than 90 days after the

execution and delivery thereof by any such Loan Party as a Specified Cash Management Agreement, (y) any Specified Citigroup Cash Management Agreement and (z) any Specified ABN AMRO Cash Management Agreement (each of which is hereby designated as a Specified Cash Management Agreement); provided that the designation of any Cash Management Agreement as a Specified Cash Management Agreement shall not create in favor of any Lender or Qualified Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under this Guarantee and Collateral Agreement.”