EX-10.24



 Exhibit 10.24 
 SECOND SUPPLEMENTAL INDENTURE 
 DATED AS OF MAY 7, 2013 

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 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
May 7, 2013, is by and among Tronox Pigments LLC, a Delaware limited liability company, Tronox Holdings Coöperatief U.A., a limited partnership organized under the laws of The Netherlands, Tronox Holdings Europe C.V., a limited partnership
organized under the laws of The Netherlands (together, the “New Guarantors”), 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 (the “First Supplemental Indenture”), dated as of August 29, 2012; 

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 Parent, 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. 

  
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 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 there creation. Each Holder of Notes accepting a Note waivers 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 Parent, the
Guarantors and the Issuer. 

  
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 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/ Michael J. Foster

	Name:	 	Michael J. Foster
	Title:	 	Manager


 Signature Page to Second Supplemental Indenture 







 
			
	U.S. GUARANTORS:
	
	TRONOX INCORPORATED
	TRONOX LLC
		
	By:	 	 /s/ Michael J. Foster

	Name:	 	Michael J. Foster
	Title:	 	Vice President
	
	TRONOX US HOLDINGS INC.
		
	By:	 	 /s/ Michael J. Foster

	Name:	 	Michael J. Foster
	Title:	 	President



  
 Signature
Page to Second Supplemental Indenture 








 
			
	TRONOX PIGMENTS LLC
		
	By:	 	 /s/ Michael J. Foster

	Name:	 	Michael J. Foster
	Title:	 	Vice President



  
 Signature
Page to Second Supplemental Indenture 








 AUSTRALIAN GUARANTORS: 

 

							
	 SIGNED, SEALED AND DELIVERED
 by
 Michael J. Foster
 as attorney for
 TRONOX AUSTRALIA HOLDINGS PTY
LIMITED
 TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED

TRONOX GLOBAL HOLDINGS
PTY LIMITED

TRONOX LIMITED

TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED

TRONOX PIGMENTS AUSTRALIA PTY LIMITED

TRONOX PIGMENTS WESTERN AUSTRALIA PTY LIMITED

TRONOX SANDS HOLDINGS PTY LIMITED
 under power of attorney dated
  

in the presence of:
	 	 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
	 		 	
				
	 /s/ Catherine R. Liebelt
	 		 		 	
	Signature of witness	 		 		 	
				
	 Catherine R. Liebelt
	 		 		 	 /s/ Michael J. Foster

	Name of witness (block letters)	 		 		 	By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney


  
 Signature
Page to Second Supplemental Indenture 









							
	 SIGNED, SEALED AND DELIVERED
 by
 Michael J. Foster
 as attorney for
 TRONOX WESTERN AUSTRALIA
PTY LTD under power of attorney dated

  
 in the presence of:

 
	 	 )
 )
 )
 )
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 )
	 		 	
	 /s/ Catherine R. Liebelt
	 	)	 		 	 /s/ Michael J. Foster

	Signature of witness	 	)	 		 	By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney
		 	)	 		 
	 Catherine R. Liebelt
	 	)	 		 
	Name of witness (block letters)	 		 		 


  
 Signature
Page to Second Supplemental Indenture 









							
	 SIGNED, SEALED AND DELIVERED
 by
 Michael J. Foster
 as attorney for
 TRONOX WORLDWIDE PTY
LIMITED (F/K/A
TRONOX
WORLDWIDE LLC)
 under power of attorney dated
  

in the presence of:
	 	 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
	 		 	
		 	)	 		 	 /s/ Michael J. Foster

		 	)	 		 	By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney
	 /s/ Catherine R. Liebelt
	 	)	 		 
	Signature of witness	 	)	 		 
	  
 Catherine R.
Liebelt
	 		 		 
	Name of witness (block letters)	 		 		 


  
 Signature
Page to Second Supplemental Indenture 









							
	 SIGNED, SEALED AND DELIVERED
 by
 Michael J. Foster
 as attorney for
  
 TRONOX HOLDINGS (AUSTRALIA)
PTY LIMITED

TRONOX INVESTMENTS
(AUSTRALIA) PTY LTD
 TRONOX AUSTRALIA SANDS PTY LTD
 TICOR RESOURCES PTY LTD

TICOR FINANCE (A.C.T.) PTY LTD
 TIO2
CORPORATION PTY LTD
 YALGOO MINERALS PTY. LTD.
 TIFIC PTY. LTD.
 SYNTHETIC RUTILE HOLDINGS
PTY
LTD
 SENBAR HOLDINGS PTY LTD
 PIGMENT HOLDINGS PTY LTD
 TRONOX MINERAL SALES PTY LTD

TRONOX MANAGEMENT PTY LTD
 under power of
attorney dated
  
 in the presence of:
	 	 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
	 		 	
	 /s/ Catherine R. Liebelt
	 	)	 		 	 /s/ Michael J. Foster

	Signature of witness	 	)	 		 	By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney
		 	)	 		 
	 Catherine R. Liebelt
	 	)	 		 
	Name of witness (block letters)	 		 		 


  
 Signature
Page to Second Supplemental Indenture 








 
			
	U.K. GUARANTORS:
	
	TRONOX INTERNATIONAL FINANCE LLP
		
	By:	 	 /s/ Michael J. Foster

	Name:	 	Michael J. Foster
	Title:	 	Authorized Representative



  
 Signature
Page to Second Supplemental Indenture 








 
					
	BAHAMAS GUARANTORS:
	
	TRONOX PIGMENTS LTD
			
		 	By:	 	 /s/ Michael J. Foster

		 	Name:	 	Michael J. Foster
		 	Title:	 	Vice President



  
 Signature
Page to Second Supplemental Indenture 








 
					
	THE NETHERLANDS GUARANTORS:
	
	 TRONOX WORLDWIDE PTY LIMITED,
         ACTING AS MANAGING PARTNER OF         TRONOX HOLDINGS EUROPE C.V.

			
		 	By:	 	 /s/ Michael J. Foster

		 	Name:	 	Michael J. Foster
		 	Title:	 	Director
	
	TRONOX HOLDINGS COÖPERATIEF U.A.
			
		 	By:	 	 /s/ Michael J. Foster

		 	Name:	 	Michael J. Foster
		 	Title:	 	Director A
			
		 	By:	 	 /s/ Michael J. Foster

		 	Name:	 	Arie Jan Duvekot
		 	Title:	 	Director B



  
 Signature
Page to Second Supplemental Indenture 








 
					
	WILMINGTON TRUST, NATIONAL         ASSOCIATION, as Trustee
			
		 	By:	 	 /s/ Jane Y. Schweiger

		 	Name:	 	Jane Y. Schweiger
		 	Title:	 	Vice President



  
 Signature
Page to Second Supplemental Indenture