Exhibit 4.2


 


Execution Version


 


FIRST SUPPLEMENTAL INDENTURE






 


DATED AS OF APRIL 1, 2015


 


to


 


INDENTURE


 


dated as of March 19, 2015


 


between


 


TRONOX FINANCE LLC (as successor
to EVOLUTION ESCROW ISSUER LLC), 


 


as Issuer


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


as Trustee






    	 



    	 



    

 


This
First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 1, 2015, among Tronox Finance
LLC (as successor to Evolution Escrow Issuer LLC), a Delaware limited liability company (the “Issuer”), each of the
parties named in Schedule I hereto (collectively, the “Guaranteeing Entities”) 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
has heretofore executed and delivered to the Trustee an indenture, dated as of March 19, 2015 (the “Indenture”), providing
for the issuance of 7.50% Senior Notes due 2022 (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Entities shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Entities 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”); and


 


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 Entities 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 Entities 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.


 


3.          No
Recourse Against Others.      No director, officer, employee, incorporator, stockholder, partner or member of the Issuer or any
Guaranteeing Entity, as such, will have any liability for any obligations of the Issuer or the Guaranteeing Entities 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.


 


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 Entities and the Issuer.


 


8.          Ratification
of Indenture.      Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore and hereafter authenticated and delivered shall be bound hereby.


 



    	 



    	 



    




SCHEDULE I


 


United States 


Tronox Incorporated 


Tronox LLC 


Tronox US Holdings Inc. 


Tronox Pigments LLC 


Tronox Alkali Corporation 


Tronox Specialty Alkali Corporation


Tronox Alkali Wyoming Corporation


 


Netherlands 


Tronox Holdings Europe C.V. 


Tronox Holdings Coöperatief U.A.


 


Australia 


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.


 


United Kingdom 


Tronox International Finance LLP


 


Bahamas 


Tronox Pigments Ltd


 



    	 



    	 



    




IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all 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/ Richard L.
        Muglia
	/s/ Steven A. Kaye	 	By executing this agreement the attorney
	Signature of witness	 	states that the attorney
        has received no
	 	 	notice of revocation of the power of
	Steven A. Kaye	 	attorney
	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