Fitch Ratings has downgraded Tronox Worldwide LLC's (Tronox) ratings as follows:

--Issuer Default Rating (IDR) to 'CC' from 'CCC';

--$250 million senior secured bank revolver to 'CCC-/RR3' from 'B/RR1';

--$125 million (at March 31, 2008) senior secured term loan to 'CCC-/RR3' from 'B/RR1';

--$350 million senior unsecured to 'C/RR6' from 'CCC/RR4'.

The Rating Outlook remains Negative.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of the senior unsecured notes.

The downgrade reflects a tightening of liquidity and reduced flexibility following default of financial covenants in the senior secured credit facilities. The defaults have been waived through Nov. 25, 2008 but no further borrowing is available through the waiver period. Tronox had obtained covenant amendments to its credit agreement in February 2008 and July 2008. Interest is due on the $350 million senior unsecured bonds on Dec. 1, 2008.

Fitch has reduced the Recovery Ratings to reflect that the current EBITDA is at distressed levels and an assumption of 5 times (x) enterprise value multiple for the company on a going concern basis.

Growth rate projections for titanium dioxide (TiO2) are modest and tend to track gross domestic product, and competition tends to be on price. In recent periods, margins have been squeezed for TiO2 producers and relief is not expected in the near term.

Tronox has reduced headcount, cut its dividend and reduced its capital spending.

The Negative Rating Outlook reflects the possibility of further downgrades if Tronox fails to obtain covenant relief as needed or otherwise improve its liquidity.

Tronox is one of the leading global producers and marketers of titanium dioxide. In addition, Tronox produces electrolytic manganese dioxide, sodium chlorate and boron-based and other specialty chemicals. – Press Release