EX-4.5



 Exhibit 4.5 
 THIRD SUPPLEMENTAL INDENTURE 
 DATED AS OF AUGUST 2, 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 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
August 2, 2013, is by and among 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 and a Second Supplemental Indenture to the Indenture (the “Second
Supplemental Indenture”), dated as of May 7, 2013; 
 WHEREAS, pursuant to Sections 9.01(4) and 9.06 of the Indenture,
the Issuer, the Parent, the Guarantors and the Trustee are authorized to (i) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially, in the good faith determination of the
Board of Directors of the Parent, adversely affect the legal rights under this Indenture, the Note Guarantees or the Notes of any such Holder and (ii) 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 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. AMENDMENT TO SECTION 10.05(g) OF THE INDENTURE. The Indenture is hereby amended by deleting Section 10.05(g) in its entirety and replacing it with the following: 

(g) in the case of any Guarantor (other than the Parent) which is also a guarantor under the ABL Facility and the Senior Secured Term Loan
Facility, upon the release of such guarantee under such Credit Facilities (which release under such Credit Facilities may be conditioned upon the concurrent release of the Note Guarantee hereunder) 

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. 

  
 2 








 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. 
 6. 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.


  
 3 








 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 Third 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 Third Supplemental Indenture 







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

	Name:	 	Michael J. Foster
	Title:	 	Vice President


 Signature Page to Third 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:	 		 		    	

  

					
	  
	 		 	
	Signature of witness	 		 	
			
	  
	 		 	 /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 Third 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:	 	)	 		  	
		 	)	 		  	
		 	)	 		  	
	  
	 	)	 		  	 /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
		 	)	 		  
	  
	 	)	 		  
	Name of witness (block letters)	 		 		  

 Signature Page to Third 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
	  
	 	)	 		  
	Signature of witness	 	)	 		  
	  
	 		 		  
	Name of witness (block letters)	 		 		  

 Signature Page to Third 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/ 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
		 	)	 		  
	  
	 	)	 		  
	Name of witness (block letters)	 		 		  	

 Signature Page to Third Supplemental Indenture 







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

	Name:	 	Michael J. Foster
	Title:	 	Authorized Representative


 Signature Page to Third Supplemental Indenture 







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

		 	Name:	 	Michael J. Foster
		 	Title:	 	Vice President


 Signature Page to Third 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/ Arie Jan Duvekot

		 	Name:	 	Arie Jan Duvekot
		 	Title:	 	Director B


 Signature Page to Third Supplemental Indenture 







 
					
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

			
		 	By:	 	 /s/ Jane Y. Schweiger

		 	Name:	 	Jane Y. Schweiger
		 	Title:	 	Vice President


 Signature Page to Third Supplemental Indenture