TRONOX INCORPORATED and each of the Guarantors PARTY HERETO FOURTH SUPPLEMENTAL INDENTURE Dated as of January 15, 2020 Wilmington Trust, National Association, as Trustee
Execution Version
TRONOX INCORPORATED
and each of the Guarantors PARTY HERETO
6.500% SENIOR NOTES DUE 2026
Dated as of January 15, 2020
Wilmington Trust, National Association,
as Trustee
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 15, 2020, among Millennium Inorganic Overseas Holdings Limited (the “Guaranteeing Subsidiary”), 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 Tronox Investments Netherlands B.V. and Tronox 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;
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a third supplemental indenture, dated as of August 30, 2019 (the “Third Supplemental Indenture”), among those entities listed in Annex A thereto, 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, the Second Supplemental Indenture and the Third Supplemental Indenture, herein referred to as the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the 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, the 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. The 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.
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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.
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 Subsidiary, Holdings and the Issuer.
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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 January 15, 2020
Tronox Incorporated
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Assistant Secretary
[Signature Page to Fourth Supplemental Indenture (2026)]
U.S. GUARANTORS:
Tronox LLC
Tronox Pigments LLC
Tronox US Holdings Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Assistant Secretary
Tronox Finance LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
[Signature Page to Fourth 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
Tronox Investments UK Limited
Cristal Inorganic Chemicals UK Limited
Millennium Inorganic Chemicals UK Holdings Limited
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Tronox Holdings PLC, under power of attorney
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Attorney
Tronox International Finance LLP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Representative Member of Tronox UK Holdings
[Signature Page to Fourth 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. TRONOX PIGMENTS PTY LIMITED under power of attorney in the presence of: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||||||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||||||||
| Signature of attorney | ||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Signature of witness | Name | |||||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||||||||
| Signature of attorney | ||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Signature of witness | Name | |||||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | 15 September 2017 | |||||||
| Name | Date of power of attorney | |||||||
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
[Signature Page to Fourth Supplemental Indenture (2026)]
102888559
TRONOX MINING AUSTRALIA LIMITED
009247858
TRONOX PIGMENT BUNBURY LTD
008683627
IMPERIAL MINING (AUST) PTY LTD
062193266
▇▇▇▇▇▇▇▇ INVESTMENTS (AUSTRALIA) PTY LTD
008402891
▇▇▇▇▇▇ BASIN TITANIUM PTY LTD
082497827
▇▇▇▇▇ ▇▇▇▇▇▇ BASIN PTY LTD
091051704
NISSHO IWAI MINERAL SANDS (AUSTRALIA) PTY. LIMITED
003870871
PEREGRINE GOLD MINING PTY LTD
009267207
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:
[Signature Page to Fourth Supplemental Indenture (2026)]
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| 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. | |||||||
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Name of witness (print) | Name of attorney (print) | |||||||
[Signature Page to Fourth Supplemental Indenture (2026)]
[Signature Page to Fourth Supplemental Indenture (2026)]
DUTCH GUARANTORS:
Tronox Holdings Coöperatief U.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. KayeTitle: Director A
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Signatory
Tronox Pigments (Netherlands) B.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
Tronox Pigments (Holland) B.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
Tronox Investments Netherlands B.V.
[Signature Page to Fourth Supplemental Indenture (2026)]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Manager
Tronox International B.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Manager
[Signature Page to Fourth Supplemental Indenture (2026)]
SWITZERLAND GUARANTORS:
Tronox International Holdings GmbH
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman of Management Board
[Signature Page to Fourth Supplemental Indenture (2026)]
FRENCH GUARANTORS:
TRONOX FRANCE SAS, a société par actions simplifiée, incorporated under the laws of France with Mulhouse RCS number 440 140 309
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
[Signature Page to Fourth Supplemental Indenture (2026)]
ACCEDING GUARANTOR:
Millennium Inorganic Chemicals Overseas Holdings
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
[Signature Page to Fourth Supplemental Indenture (2026)]
Wilmington Trust, National Association, as Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Fourth Supplemental Indenture (2026)]