Exhibit 4.1

     

    

  

  
    
      
        


    

     

    

    TRONOX FINANCE PLC

    

    

    AND EACH OF THE GUARANTORS PARTY HERETO

    

    

    5.750% SENIOR NOTES DUE 2025

     

      

    
      
        


    

     

      

    SECOND SUPPLEMENTAL INDENTURE

    

    

    Dated as of April 12, 2019

     

      

    
      
        


    

    

        Wilmington Trust, National Association,

    

    

    as Trustee

    

    

    
      


    

    

    
      
        


    

    
    Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 12, 2019, among Cristal Inorganic Chemicals Netherlands B.V. and Cristal International B.V. (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”),


        each an affiliate of Tronox Limited (or its permitted successor) (“Holdings”), Tronox Finance plc, a public limited company incorporated under the laws of
        England and Wales (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, a national
        banking 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 (the “Base Indenture”), dated as of September 22, 2017 providing for the issuance of 5.750% Senior Notes due 2025 (the “Notes”);

    

    

    WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a first supplemental indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
        dated as of April 1, 2019 in relation to the Notes;

    

    

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

    

    

    WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

    

    

    NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
        acknowledged, each 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. Each 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, manager, officer, employee, incorporator, stockholder or member of Holdings, the Issuer or any Subsidiary thereof will have any liability for any obligations of
        Holdings, the Issuer or the Guarantors under the Notes, this 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.          Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    

    

    5.          Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies
        of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for
        all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

    

    

    
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    6.          Effect of Headings. The Section headings herein are for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms
        or provisions 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 Subsidiaries, Holdings and the Issuer.

    

    

    
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            U.S. GUARANTORS:

          
	 	 	 	 
	 	
            Tronox Incorporated

          
	 	
            Tronox LLC

          
	 	
            Tronox Pigments LLC

          
	 	
            Tronox US Holdings Inc.

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	Name:  

            	

          	
            Steven A. Kaye

          
	 	Title:	

          	
            Vice President and Assistant Secretary

          
	 	 	 	 
	 	
            Tronox Finance LLC

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	
            Name:

          	
            

            

          	
            Steven A. Kaye

          
	 	
            Title:

          	
            

            

          	
            Assistant Secretary

          


     

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    	 	
            U.K. GUARANTORS:

          
	 	 	 	 
	 	
            Tronox UK Holdings Limited

          
	 	
            Tronox UK Limited

          
	 	
            Tronox Finance PLC

          
	 	
            Tronox Holdings PLC

          
	 	
            Tronox UK Merger Company Limited

          
	 	
            Tronox Investment Holdings Limited

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	
            Name:  

              

          	
            

            

          	
            Steven A. Kaye

          
	 	
            Title:

          	
            

            

          	
            Director (for Tronox Holdings PLC, Attorney)

          
	 	 	 	 
	 	
            Tronox International Finance LLP

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	
            Name:

          	
            

            

          	
            Steven A. Kaye

          
	 	
            Title:

          	
            

            

          	
            Representative Member of Tronox UK Holdings

          


     

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    AUSTRALIAN GUARANTORS:

    

    

    SIGNED, SEALED and DELIVERED for each of

    

    

    TRONOX AUSTRALIA HOLDINGS PTY LIMITED

    TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LTD

    TRONOX GLOBAL HOLDINGS PTY LIMITED

    TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LTD

    TRONOX PIGMENTS AUSTRALIA PTY LTD

    TRONOX SANDS HOLDINGS PTY LIMITED

    TRONOX HOLDINGS (AUSTRALIA) PTY LTD

    TRONOX AUSTRALIA PTY LTD

    TIO2 CORPORATION PTY LTD

    YALGOO MINERALS PTY. LTD.

    TIFIC PTY. LTD.

    TRONOX MINERAL SALES PTY LTD

    TRONOX MANAGEMENT PTY LTD

    TRONOX WESTERN AUSTRALIA PTY LTD

    TRONOX WORLDWIDE PTY LIMITED

    under power of attorney in the presence of:

    

    

    	 	 	
            /s/ Steven A. Kaye

          
	 	 	
            Signature of attorney

          
	 	 	 
	
            /s/ Julie A. Constantinides

          	 	
            Steven Kaye

          
	
            Signature of witness

          	 	
            Name

          
	 	 	 
	
            Julie A. Constantinides

          	 	
            15 September 2017

          
	
            Name

          	 	
            Date of power of attorney

          


    

    

    	
            SIGNED, SEALED and DELIVERED for  TRONOX LIMITED under power of attorney in the presence of:

          	 	
            

            

          
	 	 	 
	 	 	
            /s/ Steven A. Kaye

          
	 	 	
            Signature of attorney

          
	 	 	 
	
            /s/ Julie A. Constantinides

          	 	
            Steven Kaye

          
	
            Signature of witness

          	 	
            Name

          
	 	 	 
	
            Julie A. Constantinides

          	 	
            15 September 2017

          
	
            Name

          	 	
            Date of power of attorney

          


      

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    	 	
            DUTCH GUARANTORS:

          
	 	
            Tronox Holdings Coöperatief U.A.

          
	 	 	 	 
	 	
            By:  

              

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:  

              

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Director A

          
	 	 	 	 
	 	
            By:

          	
            /s/ Anthony Martin Orrell

          
	 	 	
            Name:

          	
            Anthony Martin Orrell

          
	 	 	
            Title:

          	
            Director B

          
	 	 	 	 
	 	
            Tronox Worldwide Pty Limited, acting for itself, on behalf of Tronox Global holdings Pty Ltd as
                limited partner of Tronox Holdings Europe C.V., and in its capacity as general partner of Tronox Holdings Europe C.V.

          


    

    

    	 	
            By:  

              

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:  

              

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Authorized Signatory

          
	 	 	 	 
	 	
            Tronox Pigments (Netherlands) B.V.

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Managing Director

          
	 	 	 	 
	 	
            Tronox Pigments (Holland) B.V.

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Managing Director

          


      

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    	 	
            SWITZERLAND GUARANTORS:

          
	 	 	 	 
	 	
            Tronox International Holdings GmbH

          
	 	 	 	 
	 	
            By:  

              

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:  

              

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Chairman of Management Board

          


     

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    	 	
            Cristal Inorganic Chemicals Netherlands B.V.

          
	 	 	 	 
	 	
            By:  

              

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:  

              

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Manager

          
	 	 	 	 
	 	
            Cristal International B.V.

          
	 	 	 	 
	 	
            By:

          	
            /s/ Steven A. Kaye

          
	 	 	
            Name:

          	
            Steven A. Kaye

          
	 	 	
            Title:

          	
            Manager

          


      

    

    
      
        	
                
                  [Signature Page to Second Supplemental Indenture (2025)]

                

              


      

      
        


    

    	 	
            Wilmington Trust, National Association, as Trustee

          
	 	 	 	 
	 	
            By:  

              

          	
            /s/ Jane Y. Schweiger

          
	 	 	
            Name:  

              

          	
            Jane Y. Schweiger

          
	 	 	
            Title:

          	
            Vice President

          


     

    

    

    

  

  
    	
            
              [Signature Page to Second Supplemental Indenture (2025)]