TOGUT, SEGAL & SEGAL LLP Conflicts Counsel for the Debtors and Albert Togut Neil Berger Presentment Date October 21, 2010 at 1200 p.m. Objection Deadline October 21, 2010 at 1100 a.m. -and- KIRKLAND & ELLIS LLP Counsel for the Debtors and 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Richard M. Cieri Jonathan S. Henes Michael Cohen In re Chapter 11 Case No. 09-10156 (ALG) TRONOX INCORPORATED, et al., 1 (Jointly Administered) Debtors. NOTICE OF PRESENTMENT OF STIPULATION AND AGREED ORDER WITHDRAWING PROOF OF CLAIM NUMBER 2535 (MICHAEL J. FITZGERALD) PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors ), by their attorneys, Togut, Segal & Segal LLP, will present the annexed Stipulation and Agreed Order Withdrawing Proof of Claim Number 2535 filed by Michael J. Fitzgerald (the Stipulation and Agreed Order ) to the Honorable Allan L. Gropper, United States Bankruptcy Judge, in his Chambers, Room 1 The debtors in these chapter 11 cases include Tronox Luxembourg S.ar.l; Tronox Incorporated; Cimarron Corporation; Southwestern Refining Company, Inc.; Transworld Drilling Company; Triangle Refineries, Inc.; Triple S, Inc.; Triple S Environmental Management Corporation; Triple S Minerals Resources Corporation; Triple S Refining Corporation; Tronox LLC; Tronox Finance Corp.; Tronox Holdings, Inc.; Tronox Pigments (Savannah) Inc.; and Tronox Worldwide LLC.
517, at the United States Bankruptcy Court, One Bowling Green, New York, New York 10004, for signature on October 21, 2010 at 1200 Noon (the Presentment Date); and PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the Stipulation and Agreed Order must be made in writing, shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Court s case filing system (the User s Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, in text-searchable Portable Document Format (PDF), Wordperfect or any other Windows-based word processing format (in either case, with a hard copy delivered to Chambers), and shall be served upon conflicts counsel to the Debtors ( Conflicts Counsel ), Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335,, Attn. Neil Berger, Esq., and Stephanie Skelly, Esq. so as to be actually received no later than October 21, 2010 at 1100 a.m.; and PLEASE TAKE FURTHER NOTICE that Conflicts Counsel will forward any responses it receives to the following parties (a) counsel to the Debtors, Kirkland and Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn. Richard M. Cieri, Esq., Jonathan S. Henes, Esq. and Michael Cohen, Esq.; (b) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21 st Floor, New York, New York 10004, Attn. Susan D. Golden, Esq.; (c) counsel to the agent for Tronox s postpetition secured lenders, Latham & Watkins LLP, 8233 South Wacker Drive, Suite 5800, Chicago, Illinois 60606, Attn. Richard A. Levy, Esq.; (d) counsel to the Official Committee of Unsecured Creditors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, 2
Attn. Brian S. Hermann, Esq. and Elizabeth McColm, Esq.; (e) counsel to the Official Committee of Equity Security Holders, Pillsbury Winthrop Shaw Pittmann LLP, 1540 Broadway, New York, New York 10036, Attn. Craig A. Barbarosh, Esq., David A. Crichlow, Esq. and Karen B. Dine, Esq.; (f) United States Attorney, 86 Chambers Street, New York, New York 10007, Attn. United States Attorneys Matthew L. Schwartz, Esq., Robert William Yalen, Esq., Joseph A. Pantoja, Esq., and Tomoko Onozawa, Esq., and (g) counsel to the Estate of Michael J. Fitzgerald, Robison, Belaustegui, Sharp & Low, 71 Washington Street, Reno, Nevada 89503, Attn. Mark G. Simons, Esq.; and PLEASE TAKE FURTHER NOTICE that if no objections to the Stipulation and Agreed Order are timely filed, served and received in accordance with the terms hereof, the Bankruptcy Court may enter an order approving the Stipulation and Agreed Order without further notice. DATED New York, New York October 7, 2010 TRONOX INCORPORATED, et al., Debtors and Debtors-in-Possession, By their Conflicts Counsel, TOGUT, SEGAL & SEGAL LLP, By /s/ Neil Berger NEIL BERGER A Member of the Firm 3
TOGUT, SEGAL & SEGAL LLP Conflicts Counsel for the Debtors and Albert Togut Neil Berger -and- KIRKLAND & ELLIS LLP Counsel for the Debtors and 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Richard M. Cieri Jonathan S. Henes Michael Cohen UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 Case No. 09-10156 (ALG) TRONOX INCORPORATED, et al. 1, (Jointly Administered) Debtors. STIPULATION AND AGREED ORDER WITHDRAWING PROOF OF CLAIM NUMBER 2535 (MICHAEL J. FITZGERALD) The above-captioned debtors and debtors in possession (collectively, the Debtors ) and Maria Luisa de la Varga Fitzgerald, as Personal Representative of the estate of Michael J. Fitzgerald (the Claimant ) respectfully submit this Stipulation And Agreed Order Withdrawing Proof Of Claim Number 2535 (the Stipulation ) and agree and state 1 The debtors in these chapter 11 cases include Tronox Luxembourg S.ar.l; Tronox Incorporated; Cimarron Corporation; Southwestern Refining Company, Inc.; Transworld Drilling Company; Triangle Refineries, Inc.; Triple S, Inc.; Triple S Environmental Management Corporation; Triple S Minerals Resources Corporation; Triple S Refining Corporation; Tronox LLC; Tronox Finance Corp.; Tronox Holdings, Inc.; Tronox Pigments (Savannah) Inc.; and Tronox Worldwide LLC.
WHEREAS, on January 12, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ); and WHEREAS, on August 12, 2009, Claimant filed proof of claim number 2535 in the Debtors Chapter 11 case and asserted a general unsecured claim in the amount of $8,599.73 on account of attorneys fees incurred as a result of a civil action commenced by Tronox Worldwide LLC against Claimant on April 9, 2008 in the Second Judicial District Court, County of Washoe, State of Nevada, Case Number CV08-00924 (the Action ); and WHEREAS, on February 22, 2010, the Debtors objected to Claim 2535 pursuant to the Debtors' Sixth Omnibus Claims Objection Pursuant to 11 U.S.C. 501(a), 502(b), 510(b) and Fed R. Bankr. P. 3007 to Certain (A) Amended Claims, (B) Insufficiently Documented Claims, (C) Claims Not Reflected on Debtors Books and Records, (D) Equity Claims, and (E) Claims Subject to Modification (Docket No. 1228) (the "Sixth Omnibus Claims Objection"); and WHEREAS, on March 18, 2010, Claimant filed its Response To Debtors' Sixth Omnibus Claims Objection (Docket No. 1342) (the "Response"); and WHEREAS, the Action has been dismissed and Claimant has agreed to withdraw Claim 2535 as set forth in this Stipulation. NOW, THEREFORE, in consideration of the foregoing, and pursuant to Bankruptcy Rule 3006, the Debtors and Claimant stipulate and agree 1. This Stipulation shall become effective upon the date it is So Ordered by the Court (the Effective Date ). This Stipulation shall be null and void if it is not approved by the Bankruptcy Court. 2
2. On the Effective Date, Claim 2535 shall be withdrawn, with prejudice and expunged. 3. On and after the Effective Date, Kurtzman Carson Consultants, LLC, the Claims Agent appointed in these Chapter 11 cases, is authorized to reflect the withdrawal of Claim 2535 as described in paragraph 2 above on the official claims register maintained in these cases. 4. The Sixth Omnibus Claims Objection is withdrawn solely as it pertains to Claim 2535. 5. The Response is hereby withdrawn. 6. This Stipulation may be executed in multiple counterparts, each of which shall be deemed an original, including any facsimile or PDF counterparts, and which together shall constitute one and the same agreement. 7. This Stipulation constitutes the entire agreement between the parties and may not be amended or modified in any manner except by a writing signed by each of the parties or their counsel and approved by the Court. 8. Each party and signatory to this Stipulation represents and warrants to each other party hereto that such party or signatory has full power, authority and legal right and has obtained all approvals and consents necessary to execute, deliver and perform all actions required under this Stipulation. (Concluded on Following Page) 3
9. The Court shall retain jurisdiction to hear any matters or disputes arising from or relating to this Stipulation. Dated New York, New York October 7, 2010 Dated Reno, Nevada October 6, 2010 TRONOX INCORPORATED, et al., Debtors and Debtors-in-Possession, By their Conflicts Counsel, TOGUT, SEGAL & SEGAL LLP, By /s/ Neil Berger NEIL BERGER A Member of the Firm THE ESTATE OF MICHAEL J. FITZGERALD, By Counsel for the Representative of the Estate of Michael Fitzgerald, ROBISON, BELAUSTEGUI, SHARP & LOW, By /s/ Mark G. Simons MARK G. SIMONS 71 Washington Street Reno, Nevada 89503 (775) 329-3151 SO ORDERED This day of, 2010 in New York, New York HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE 4