TRONOX INCORPORATED AND EACH OF THE GUARANTORS PARTY HERETO

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.

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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.

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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 August 30, 2019
	Tronox Incorporated
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		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/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Assistant Secretary

	Tronox Finance LLC
	By:	/s/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	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/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	Title:	Director

	Tronox Holdings PLC, under power of attorney
	By:	/s/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	Title:	Attorney

	Tronox International Finance LLP
	By:	/s/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	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/ Xxxxxx X. Xxxx
		Signature of attorney
/s/ Xxxxx X. Xxxxxxxxxxxxxx		Xxxxxx X. Xxxx
Signature of witness		Name
Xxxxx X. Xxxxxxxxxxxxxx		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/ Xxxxxx X. Xxxx
		Signature of attorney
/s/ Xxxxx X. Xxxxxxxxxxxxxx		Xxxxxx X. Xxxx
Signature of witness		Name
Xxxxx X. Xxxxxxxxxxxxxx		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/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Director A
	By:	/s/ Xxxxxxx Xxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx Xxxxxx
		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/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Authorized Signatory
	Tronox Pigments (Netherlands) B.V.
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Managing Director
	Tronox Pigments (Holland) B.V.
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Managing Director
	Cristal Inorganic Chemicals Netherlands B.V.
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Manager

[Signature Page to Third Supplemental Indenture (2026)]

	Tronox International B.V.
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Manager

[Signature Page to Third Supplemental Indenture (2026)]

	SWITZERLAND GUARANTORS:
	Tronox International Holdings GmbH
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		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/ Xxxxxx X. Xxxx

	Name:	Xxxxxx X. Xxxx
	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

XXXXXXXX INVESTMENTS (AUSTRALIA) PTY LTD

008402891

XXXXXX BASIN TITANIUM PTY LTD

082497827

XXXXX XXXXXX 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/ Xxxxx X. Xxxxxxxxxxxxxx	←	/s/ Xxxxxx X. Xxxx
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.
Xxxxx X. Xxxxxxxxxxxxxx	←	Xxxxxx X. Xxxx
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/ Xxxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxx
		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/ Xxxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxx
		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/ Xxxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxx
		Title:	Director

[Signature Page to Third Supplemental Indenture (2026)]

	Wilmington Trust, National Association, as Trustee
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		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

Xxxxxxxx Investments (Australia) Pty Ltd

Xxxxxx Basin Titanium Pty Ltd

Xxxxx Xxxxxx 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