SIXTH SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 31, 2017 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...

Exhibit 4.8

Execution Version

SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 31, 2017

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 SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2017, is by and among Tronox UK Holdings Limited (the “Guaranteeing Subsidiary”), a private company organized in England and Wales and a subsidiary of 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, dated as of August 29, 2012, a Second Supplemental Indenture to the Indenture, dated as of May 7, 2013, a Third Supplemental Indenture to the Indenture, dated as of August 2, 2013, a Fourth Supplemental Indenture to the Indenture, dated as of August 19, 2013 and a Fifth Supplemental Indenture to the Indenture, dated as of April 1, 2015;

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”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to 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 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.

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 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.

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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 Guaranteeing Subsidiary and the Issuer.

[Signature pages follow.]

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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/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Manager

[Sixth Supplemental Indenture (2012)]

	U.S. GUARANTORS:
	TRONOX INCORPORATED
	TRONOX LLC
	TRONOX US HOLDINGS INC.
	TRONOX PIGMENTS LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Vice President
	TRONOX ALKALI CORPORATION
	TRONOX SPECIALTY ALKALI LLC
	TRONOX ALKALI WYOMING CORPORATION
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: President

[Sixth Supplemental Indenture (2012)]

SIGNED, SEALED AND DELIVERED

by

Xxxxxxx X. Xxxxxx

as attorney for

TRONOX LIMITED

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 dated

in the presence of:

/s/ Xxxxxx X. Xxxx

Signature of witness

/s/ Xxxxxx X. Xxxx

Name of witness (block letters)

AUSTRALIAN GUARANTORS:

)

)

)

)

)

)

)

)

)

)

)

By executing this agreement the attorney

states that the attorney has received no

notice of revocation of the power of

attorney /s/ Xxxxxxx X. Xxxxxx

[Sixth Supplemental Indenture (2012)]

	U.K. GUARANTORS:
	TRONOX INTERNATIONAL FINANCE LLP
	TRONOX UK HOLDINGS LIMITED
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Director

[Sixth Supplemental Indenture (2012)]

	BAHAMAS GUARANTOR:
	TRONOX PIGMENTS LTD
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Vice President

[Sixth Supplemental Indenture (2012)]

	DUTCH GUARANTORS:
	TRONOX WORLDWIDE PTY LIMITED,
	ACTING AS MANAGING PARTNER OF
	TRONOX HOLDINGS EUROPE C.V.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Director
	TRONOX HOLDINGS COÖPERATIEF U.A.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Director A
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Director B

[Sixth Supplemental Indenture (2012)]

	WILMINGTON TRUST, NATIONAL
	ASSOCIATION, as Trustee
	By:	/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: Vice President

[Sixth Supplemental Indenture (2012)]