TRONOX FINANCE PLC
Exhibit 4.2
TRONOX FINANCE PLC
AND EACH OF THE GUARANTORS PARTY HERETO
5.750% SENIOR NOTES DUE 2025
Dated as of April 1, 2019
Wilmington Trust, National Association,
as Trustee
First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 1, 2019, among Tronox Holdings PLC, Tronox Investment Holdings Limited and Tronox UK Merger Company Limited (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 “Indenture”), dated as of September 22, 2017 providing for the issuance of 5.750% Senior Notes due 2025 (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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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: April 1, 2019
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Tronox Finance plc
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Director
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U.S. GUARANTORS:
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Tronox Incorporated
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Tronox LLC
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Tronox Pigments LLC
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Tronox US Holdings Inc.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Vice President and Assistant Secretary
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Tronox Finance LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Assistant Secretary
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U.K. GUARANTORS:
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Tronox UK Holdings Limited
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Tronox UK Limited
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Tronox UK Merger Company Limited
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Tronox Investment Holdings Limited
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Director or, in the case of Tronox Holdings PLC, attorney
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Tronox International Finance LLP
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Representative Member of Tronox UK Holdings
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[Signature Page to First 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:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Signature of attorney
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
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Signature of witness
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Name
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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15 September 2017
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Name
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Date of power of attorney
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SIGNED, SEALED and DELIVERED for TRONOX LIMITED under power of attorney in the presence of:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Signature of attorney
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
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Signature of witness
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Name
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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15 September 2017
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Name
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Date of power of attorney
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[Signature Page to First Supplemental Indenture (2025)]
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DUTCH GUARANTORS:
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Tronox Holdings Coöperatief U.A.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Director A
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Director B
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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.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Authorized Signatory
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Tronox Pigments (Netherlands) B.V.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Managing Director
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Tronox Pigments (Holland) B.V.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Managing Director
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[Signature Page to First Supplemental Indenture (2025)]
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SWITZERLAND GUARANTORS:
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Tronox International Holdings GmbH
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Chairman of Management Board
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[Signature Page to First Supplemental Indenture (2025)]
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Wilmington Trust, National Association, as Trustee
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:
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Vice President
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[Signature Page to First Supplemental Indenture (2025)]