Exhibit 4.1


 


Execution Version


 


EIGHTH SUPPLEMENTAL INDENTURE 


 


DATED AS OF MARCH 22, 2017


 


to







INDENTURE







dated as of August 20, 2012 


 


among


 


TRONOX FINANCE LLC,







as Issuer 


 


TRONOX LIMITED


 


as Parent







THE GUARANTORS NAMED THEREIN







as Guarantors


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION







as Trustee


 











THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 22, 2017, is by and among Tronox UK Limited (the “Guaranteeing Subsidiary”), a private company organized in England and Wales and a subsidiary of Tronox Limited, a public limited company organized under the laws of Western Australia, Australia (the “Parent”), Tronox Finance LLC, a Delaware limited liability company (the “Issuer”), the Parent, the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).







W I T N E S S E T H







WHEREAS, the Issuer, the Parent and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 20, 2012, providing for the issuance of 6.375% Senior Notes due 2020 (the “Notes”);







WHEREAS, the Issuer, the Parent and the Guarantors have heretofore executed and delivered to the Trustee a First Supplemental Indenture to the Indenture, dated as of August 29, 2012, a Second Supplemental Indenture to the Indenture, dated as of May 7, 2013, a Third Supplemental Indenture to the Indenture, dated as of August 2, 2013, a Fourth Supplemental Indenture to the Indenture, dated as of August 19, 2013, a Fifth Supplemental Indenture to the Indenture, dated as of April 1, 2015, a Sixth Supplemental Indenture to the Indenture, dated as of January 31, 2017 and a Seventh Supplemental Indenture to the Indenture, dated as of February 14, 2017;







WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);







WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, without the consent of Holders.







NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:







1.          CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.







2.          AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.







3.          NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder, partner or member of the Issuer, the Parent or any Guarantor, as such, will have any liability for any obligations of the Issuer, the Parent or the Guarantors under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


 



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4.          NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.







5.          COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.







6.          EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.







7.          THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.







[Signature pages follow.]


 



- 3 -










IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.








	 	
TRONOX FINANCE LLC

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven A. Kaye

	
 


	
 

	
 

	
Name: Steven A. Kaye

	
 


	
 

	
 

	
Title: Manager

	 








[Eighth Supplemental Indenture (2012)]


 











	 	
U.S. GUARANTORS:

	 
	 	 	 	 
	 	
TRONOX INCORPORATED

	 
	 	
TRONOX LLC

	 
	 	
TRONOX US HOLDINGS INC.

	 
	 	
TRONOX PIGMENTS LLC

	 
	 	 	 	 
	 	
By:

	
/s/ Steven A. Kaye

	 
	 	 	
Name:  Steven A. Kaye

	 
	 	 	
Title: Vice President

	 
	 	 	 	 
	 	
TRONOX ALKALI CORPORATION

	 
	 	
TRONOX SPECIALTY ALKALI LLC

	 
	 	
TRONOX ALKALI WYOMING CORPORATION

	 
	 	 	 	 
	 	
By:

	
/s/ Edward T. Flynn

	 
	 	 	
Name: Edward T. Flynn

	 
	 	 	
Title: President

	 



 


[Eighth Supplemental Indenture (2012)]


 











		
AUSTRALIAN GUARANTORS:


	 	 
	
SIGNED, SEALED AND DELIVERED

	 
	
by

	
)


	
Richard L. Muglia

	
)


	
as attorney for

	
)


	 	
)


	
TRONOX LIMITED

	
)


	
TIFIC PTY LTD

	
)


	
TIO2 CORPORATION PTY LTD

	
)


	
TRONOX AUSTRALIA HOLDINGS PTY LIMITED

	
)


	
TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED

	
)


	
TRONOX AUSTRALIA PTY LTD

	
 


	
TRONOX GLOBAL HOLDINGS PTY LIMITED

	 
	
TRONOX HOLDINGS (AUSTRALIA) PTY LTD.

	 
	
TRONOX MANAGEMENT PTY LTD.

	 
	
TRONOX MINERAL SALES PTY LTD

	 
	
TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED

	 
	
TRONOX PIGMENTS AUSTRALIA PTY LIMITED

	 
	
TRONOX SANDS HOLDINGS PTY LIMITED

	 
	
TRONOX WESTERN AUSTRALIA PTY LTD

	 
	
TRONOX WORLDWIDE PTY LIMITED YALGOO MINERALS PTY LTD.

	 
	 	 
	
under power of attorney dated in the presence of:

	 



 


	
/s/ Steven A. Kaye

	  	 By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Richard L. Muglia   	 
	
Signature of witness

	 
	 	 
	
/s/ Steven A. Kaye

	 
	
Name of witness (block letters)

	 	 	 








[Eighth Supplemental Indenture (2012)]


 












	 	
U.K. GUARANTORS:

	 
	 	 	 
	
 

	
TRONOX INTERNATIONAL FINANCE LLP

	 
	
 

	
TRONOX UK HOLDINGS LIMITED

	 
	
 

	
TRONOX UK LIMITED

	 
	 	 	 	 
	
 

	
By:

	
/s/ Steven A. Kaye

	 
	
 

	
 

	
Name: Steven A. Kaye

	 
	
 

	
 

	
Title: Director

	 








[Eighth Supplemental Indenture (2012)]












	 	
BAHAMAS GUARANTOR:

	 
	 	 	 
	
 

	
TRONOX PIGMENTS LTD

	 
	
 

	
 

	
 

	 
	
 

	
By:

	
/s/ Richard L. Muglia

	 
	
 

		
Name: Richard L. Muglia

	 
	
 

		
Title: Director

	 





 


[Eighth Supplemental Indenture (2012)]


 












	 	
DUTCH GUARANTORS:

	
 


	 	 	 
	
 

	
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 HOLDINGS COÖPERATIEF U.A.

	
 


	 	 	 
	
 

	
By:

	
/s/ Steven A. Kaye

	
 


	
 

	
 

	
Name: Steven A. Kaye

	
 


	
 

	
 

	
Title: Director

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Anthony M. Orrell

	
 


	
 

	
 

	
Name: Anthony M. Orrell

	
 


	
 

	
 

	
Title: Director

	 








[Eighth Supplemental Indenture (2012)]


 












	 	
SWISS GUARANTORS:

	 
	
 

	
 

	
 

	 
	
 

	
TRONOX INTERNATIONAL HOLDINGS GMBH

	 
	
 

	
TRONOX FINANCE GMBH

	 
	 	 	 
	
 

	
By:

	
/s/ Steven Kaye

	 
	
 

	
Name:

	
Steven Kaye

	 
	
 

	
Title:

	
managing director

	 
	 	 	 	 
	
 

	
By:

	
/s/ Timothy Carlson

	 
	
 

	
Name:

	
Timothy Carlson

	 
	
 

	
Title:

	
managing director

	 










[Eighth Supplemental Indenture (2012)]


 












	 	
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee


	
 

	
 

	
 

	 
	
 

	
By:

	
/s/ Jane Schweiger

	 
	
 

		
Name: Jane Schweiger

	 
	
 

		
Title: Vice President

	 





 


[Eighth Supplemental Indenture (2012)]