EXHIBIT 4.2

       

      

      
        


       

      

      TRONOX INCORPORATED

       

      AND EACH OF THE GUARANTORS PARTY HERETO

       

      6.500% SENIOR NOTES DUE 2026

      

      

      
        


      

      THIRD SUPPLEMENTAL INDENTURE

       

      Dated as of August 30, 2019

       

      
        


      

      Wilmington Trust, National Association,

       

      as Trustee

       

      

      
        
 

       

      

      
        
          


      

      
      Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 30, 2019, among those
        entities listed in Annex A hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each an affiliate of Tronox Limited (or its
        permitted successor) (“Holdings”), Tronox Incorporated, a Delaware corporation (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, dated as of April 6, 2018 (the “Base Indenture”), among the Issuer,
        the Guarantors party thereto (as defined therein) and the Trustee, providing for the issuance of 6.500% Senior Notes due 2026 (the “Notes”);

       

      WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a first supplemental indenture, dated as of April 1, 2019 (the “First Supplemental
          Indenture”), among Tronox Holdings PLC, Tronox Investment Holdings Limited and Tronox UK Merger Company Limited, as new guarantors, the Issuer, the other Guarantors party thereto (as defined therein) and the Trustee, to accede certain new
        guarantors under the Notes;

       

      WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a second supplemental indenture, dated as of April 12, 2019 (the “Second Supplemental
          Indenture”), among Cristal Inorganic Chemicals Netherlands B.V. and Cristal International B.V., as new guarantors, the Issuer, the other Guarantors party thereto (as defined therein) and the Trustee, to accede certain new guarantors under
        the Notes (the Base Indenture, as supplemented by each of the First Supplemental Indenture and the Second Supplemental indenture, herein referred to as the “Indenture”);

       

      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.

       

      
        1

        
          


      

      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.

       

      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.

       

      

      
        2

        
          


      

      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.

       

      	
              Dated as of August 30, 2019

            	 	 	 
	 	 	 	 
	 	
              Tronox Incorporated

            
	 	 	 	 
	 	
              By:

            	
               /s/ Steven A. Kaye

            
	 	 	
              Name:

            	
              Steven A. Kaye

            
	 	 	
              Title:

            	
              Vice President and Assistant Secretary

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              U.S. GUARANTORS:

            
	 	 	 
	 	
              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 Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              U.K. GUARANTORS:

            
	 	 	 
	 	
              Tronox UK Holdings Limited

            
	 	
              Tronox UK Limited

            
	 	
              Tronox Finance PLC

            
	 	
              Tronox UK Merger Company Limited

            
	 	
              Tronox Investment Holdings Limited

            
	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            


      	 	
              Name:

            	
              Steven A. Kaye

            
	 	
              Title:

            	
              Director

            
	 	 	 


      	 	
              Tronox Holdings PLC, under power of attorney

            
	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            


      	 	
              Name:

            	
              Steven A. Kaye

            
	 	
              Title:

            	
              Attorney

            
	 	 	 


      	 	
              Tronox International Finance LLP

            
	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            


      	 	
              Name:

            	
              Steven A. Kaye

            
	 	
              Title:

            	
              Representative Member of Tronox UK Holdings

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

       

      

      
        
          


      

      AUSTRALIAN GUARANTORS:

      

      

      SIGNED, SEALED and DELIVERED for each of

      

      

      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 in the presence of:

      

      

      	 	 	
              /s/ Steven A. Kaye

            
	 	 	
              Signature of attorney

            
	 	 	

            
	
              /s/ Julie A. Constantinides

            	 	
              Steven A. 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 A. Kaye

            
	
              Signature of witness

            	 	
              Name

            
	 	 	 
	
              Julie A. Constantinides

            	 	
              15 September 2017

            
	
              Name

            	 	
              Date of power of attorney

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              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

            
	 	 	 	 
	 	
              Cristal Inorganic Chemicals Netherlands B.V.

            
	 	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            
	 	 	
              Name:

            	
              Steven A. Kaye

            
	 	 	
              Title:

            	
              Manager

            


      

      

      
        [Signature Page to Third Supplemental Indenture (2026)]

      

      
        
          


      

      	 	
              Tronox International B.V.

            
	 	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            
	 	 	
              Name:

            	
              Steven A. Kaye

            
	 	 	
              Title:

            	
              Manager

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              SWITZERLAND GUARANTORS:

            
	 	 	 	 
	 	
              Tronox International Holdings GmbH

            
	 	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            
	 	 	
              Name:

            	
              Steven A. Kaye

            
	 	 	
              Title:

            	
              Chairman of Management Board

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              Cristal Inorganic Chemicals UK Limited

            
	 	
              Tronox Investments UK Limited

            
	 	
              Millennium Inorganic Chemicals UK Holdings Limited

            
	 	 	 
	 	
              By:

            	
              /s/ Steven A. Kaye

            


      	 	
              Name:

            	
              Steven A. Kaye

            
	 	
              Title:

            	
              Director

            


       

      [Signature Page to Third Supplemental Indenture (2026)]

       

      

      
        
          


      

      Signed, sealed and delivered by

      

      

      as attorney, respectively, for

       

      BEMAX SALES PTY LTD

      101858931

       

      CABLE SANDS (W.A.) PTY LTD

      009137142

       

      CABLE SANDS HOLDINGS PTY. LIMITED

      001288268

       

      CABLE SANDS INVESTMENTS PTY. LIMITED

      000430482

       

      CABLE SANDS PTY. LIMITED

      008678386

      

      

      TRONOX AUSTRALIND PTY LTD

      125123784

      

      

      COFFS HARBOUR RUTILE PTY LTD

      000173099

      

      

      TRONOX MINERAL HOLDINGS AUSTRALIA PTY LTD

      102888559

      

      

      TRONOX MINING AUSTRALIA LIMITED

      009247858

      

      

      TRONOX PIGMENT BUNBURY LTD

      008683627

      

      

      IMPERIAL MINING (AUST) PTY LTD

      062193266

      

      

      KATHLEEN INVESTMENTS (AUSTRALIA) PTY LTD

      008402891

      

      

      MURRAY BASIN TITANIUM PTY LTD

      082497827

      

      

      NIMSA MURRAY BASIN PTY LTD

      091051704

      

      

      NISSHO IWAI MINERAL SANDS (AUSTRALIA) PTY. LIMITED

      003870871

       

      PEREGRINE GOLD MINING PTY LTD

      009267207

       

      

      [Signature Page to Third Supplemental Indenture (2026)]

       

      

      
        
          


      

      PEREGRINE MINERAL SANDS PTY LTD

      009307591

      

      

      POONCARIE OPERATIONS PTY LTD

      102895581

      

      

      PROBO MINING PTY LTD

      079938819

      

      

      RUTILE & ZIRCON MINES (NEWCASTLE) PTY LTD

      000393135

      

      

      RZM PTY. LIMITED

      001 242 397

       

      TITANIUM TECHNOLOGY (AUSTRALIA) PTY LTD

      000833643

      

      

      under power of attorney dated August 30, 2019

      in the presence of:

       

      

      	
              /s/ Julie A. Constantinides

            	
              ←

            	
              /s/ Steven A. Kaye

            
	
              Signature of witness

            	 	
              Signature of attorney

            
	 	 	 
	 	 	
              The person signing above certifies that his/her signature is to be treated as constituting a separate signing as attorney for each party listed above respectively.

            
	 	 	 
	
              Julie A. Constantinides

            	
              ←

            	
              Steven A. Kaye

            
	
              Name of witness (print)

            	 	
              Name of attorney (print)

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              TRONOX FRANCE SAS, a société par actions

              simplifiée, incorporated under the laws of France

              with Mulhouse RCS number 440 140 309

            
	 	 	 	 
	 	
              By:

            	
              /s/ Christian Wendling

            
	 	 	
              Name:

            	
              Christian Wendling

            
	 	 	
              Title:

            	
              Director

            
	 	 	 	 
	 	
              MILLENNIUM INORGANIC CHEMICALS LE

              HAVRE SAS, a société par actions simplifiée,

              incorporated under the laws of France with Le Havre

              RCS number 440 097 079

            
	 	 	 	 
	 	
              By:

            	
              /s/ Christian Wendling

            
	 	 	
              Name:

            	
              Christian Wendling

            
	 	 	
              Title:

            	
              Director

            
	 	 	 	 
	 	
              MILLENNIUM INORGANIC CHEMICALS

              SAS, a société par actions simplifiée,
                  incorporated

              under the laws of France with Mulhouse RCS

              number 945 550 119

            
	 	 	 	 
	 	
              By:

            	
              /s/ Christian Wendling

            
	 	 	
              Name:

            	
              Christian Wendling

            
	 	 	
              Title:

            	
              Director

            


      

      

      [Signature Page to Third Supplemental Indenture (2026)]

      

      

      
        
          


      

      	 	
              Wilmington Trust, National Association, as Trustee

            
	 	 	 	 
	 	
              By:

            	
              /s/ Jane Y. Schweiger

            
	 	 	
              Name:

            	
              Jane Y. Schweiger

            
	 	 	
              Title:

            	
              Vice President

            


       

      [Signature Page to Third Supplemental Indenture (2026)]

       

      

      
        
          


      

      ANNEX A

       

      GUARANTEEING SUBSIDIARIES

       

      Cristal Inorganic Chemicals UK Limited

       

      Tronox Investments UK Limited

       

      Millennium Inorganic Chemicals UK Holdings Limited

       

      Bemax Sales Pty Ltd

       

      Cable Sands (W.A.) Pty Ltd

       

      Cable Sands Holdings Pty. Limited

       

      Cable Sands Investments Pty. Limited

       

      Cable Sands Pty. Limited

       

      Tronox Australind Pty Ltd

       

      Coffs Harbour Rutile Pty Ltd

       

      Tronox Mineral Holdings Australia Pty Ltd

       

      Tronox Mining Australia Limited

       

      Tronox Pigment Bunbury Ltd

       

      Imperial Mining (Aust) Pty Ltd

       

      Kathleen Investments (Australia) Pty Ltd

       

      Murray Basin Titanium Pty Ltd

       

      Nimsa Murray Basin Pty Ltd

       

      Nissho Iwai Mineral Sands (Australia) Pty. Limited

       

      Peregrine Gold Mining Pty Ltd

       

      Peregrine Mineral Sands Pty Ltd

       

      Pooncarie Operations Pty Ltd

       

      Probo Mining Pty Ltd

       

      Rutile & Zircon Mines (Newcastle) Pty Ltd

       

      RZM Pty. Limited

       

      Titanium Technology (Australia) Pty Ltd

       

      Tronox France SAS

       

      Millennium Inorganic Chemicals Le Havre SAS

       

      Millennium Inorganic Chemicals SAS