Tronox Finance LLC $900,000,000 6.375% Senior Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement August 20, 2012Exchange and Registration Rights Agreement • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
Tronox Finance LLC, a Delaware limited liability company (the “Issuer”) and an indirect wholly-owned subsidiary of Tronox Limited, an Australian holding company (the “Parent Guarantor”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $900,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2020, which are unconditionally guaranteed by the Parent Guarantor and the subsidiaries of the Parent Guarantor named on Schedule I hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
TRONOX FINANCE LLC AND EACH OF THE GUARANTORS PARTY HERETO 6.375% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 20, 2012 Wilmington Trust, National Association TrusteeIndenture • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
INDENTURE dated as of August 20, 2012 among Tronox Finance LLC, a Delaware limited liability company, as Issuer (as defined below), the Guarantors (as defined below) and Wilmington Trust, National Association, as Trustee (as defined below).
FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 29, 2012 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 TrusteeSupplemental Indenture • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 29, 2012 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”).
