Exhibit 4.3 


 


Execution Version




 


FIFTH SUPPLEMENTAL INDENTURE




 


DATED AS OF APRIL 1, 2015


 


to


 


INDENTURE


 


dated as of August 20, 2012


 


among


 


TRONOX FINANCE LLC,


 


as Issuer


 


THE GUARANTORS NAMED THEREIN


 


as Guarantors


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


as Trustee






    	 



    	 



    

 





THIS FIFTH SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of April 1, 2015, is by and among Tronox Alkali Corporation, a Delaware corporation,
Tronox Specialty Alkali Corporation, a Delaware corporation, and Tronox Alkali Wyoming Corporation, a Delaware corporation (collectively,
the “New Guarantors”), Tronox Finance LLC, a Delaware limited liability company (the “Issuer”), 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 and the Guarantors have
heretofore executed and delivered to the Trustee the Indenture, dated as of August 20, 2012 (as amended by the First Supplemental
Indenture, dated as of August 29, 2012, the Second Supplemental Indenture, dated as of May 7, 2013, the Third Supplemental Indenture,
dated as of August 2, 2013, and the Fourth Supplemental Indenture, dated as of August 19, 2013, the “Indenture”) providing
for the issuance of 6.375% Senior Notes due 2020 (the “Notes”);


 


WHEREAS, the Issuer 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, and a Fourth Supplemental Indenture to the Indenture, dated as of August 19, 2013;


 


WHEREAS, pursuant to Sections 9.01 and 9.06
of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, without the consent of Holders;


 


WHEREAS, pursuant to Section 4.16 of the
Indenture, each Restricted Subsidiary that guarantees Indebtedness under Credit Facilities is required to execute and deliver to
the Trustee a supplemental indenture and other agreements making such Subsidiary a party to the Indenture; and


 


WHEREAS, the New Guarantors are Restricted
Subsidiaries and have guaranteed Indebtedness under Credit Facilities;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer,
the Guarantors 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 BE BOUND. Each of the New Guarantors hereby becomes party to the Indenture as Guarantor and as such
will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture, including
with respect to this Note Guarantee. The New Guarantors hereby agree 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. Each of
the New Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of
the obligations and agreements of a Guarantor under the Indenture.


 


    	 



    	 



    

 

3. 
NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder, partner or member of the Issuer,
any New Guarantor or any Guarantor, as such, will have any liability for any obligations of the Issuer, the New Guarantors 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 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.


 



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 New Guarantors, the Guarantors and
the Issuer.


 



    	 



    	 



    








 


Execution Version






 


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/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	President and Secretary








 






    	 



    	 



    




 






	 	 	 	 	 
	 	U.S. GUARANTORS:
	 	 
	 	Tronox Incorporated
	 	Tronox LLC
	 	Tronox Pigments LLC
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	Vice President and Secretary



	 	 	 	 	 
	 	Tronox US Holdings Inc.
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	President and Assistant Secretary
	 	 	 
	 	TRONOX Alkali Corporation
	 	TRONOX Specialty Alkali Corporation
	 	TRONOX ALKALI Wyoming Corporation
	 	 
	 	By: 	/s/ Katherine C. Harper	 
	 	Name: 	Katherine C. Harper
	 	Title:	Senior Vice President







 






    	 



    	 



    

  


	
         

         

         

        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:
	
         

         

         

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )
	
        AUSTRALIAN GUARANTORS:

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

          

         

         

         

        







	 	 	 
	/s/ Steven A. Kaye	 	 
	Signature of witness	 	/s/ Richard L. Muglia
	 	 	By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney
	
    Steven A. Kaye	 
	Name of witness (block letters)	 







 






    	 



    	 



    

 





	 	 	 	 	 
	 	U.K. GUARANTOR:
	 	 
	 	TRONOX INTERNATIONAL FINANCE LLP
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	Authorized Representative







 






    	 



    	 



    

 





	 	 	 	 	 
	 	BAHAMAS GUARANTOR:
	 	 
	 	TRONOX PIGMENTS LTD.
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	Vice President and Secretary


 






    	 



    	 



    



 




	 	 	 	 	 
	 	NETHERLANDS GUARANTORS:
	 	 
	 	TRONOX HOLDINGS EUROPE C.V.
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	Attorney
	 	 	 	 	 
	 	 	 	 	 
	 	TRONOX HOLDINGS COÖPERATIEF U.A.
	 	 
	 	By: 	/s/ Richard L. Muglia	 
	 	Name: 	Richard L. Muglia
	 	Title:	Attorney


 






    	 



    	 



    

 



	 	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By: 	/s/ Jane Y. Schweiger	 
	 	Name: 	Jane Y. Schweiger
	 	Title:	Vice President