Second Supplemental Indenture, dated as of January 31, 2017, to the Indenture, dated March 19, 2015 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee

EX-4.7 3 ex4_7.htm EXHIBIT 4.7

Exhibit 4.7
 
Execution Version

SECOND SUPPLEMENTAL INDENTURE
 
DATED AS OF JANUARY 31, 2017
 
to

INDENTURE

dated as of March 19, 2015
 
among
 
TRONOX FINANCE LLC,

as Issuer
 
TRONOX LIMITED
 
as Parent

THE GUARANTORS NAMED THEREIN

as Guarantors
 
and
 
WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee
 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2017, among Tronox UK Holdings Limited (the “Guaranteeing Entity”), a private company organized in England and Wales and a subsidiary of Tronox Limited (or its permitted successor), a public limited company organized under the laws of Western Australia, Australia (the “Parent”), Tronox Finance LLC, a Delaware limited liability company (as successor by merger to Evolution Escrow Issuer LLC, the “Issuer”), the Parent, the other 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 has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 19, 2015, providing for the issuance of 7.50% Senior Notes due 2022 (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 April 1, 2015;

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Entity shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Entity 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, 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 Entity 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 Entity 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 Entity and the Issuer.

8.    Ratification of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore and hereafter authenticated and delivered shall be bound hereby.

[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/ Richard L. Muglia
 
 
 
Name: Richard L. Muglia
 
 
 
Title: President
 

[Sixth Supplemental Indenture (2012)]
 

 
U.S. GUARANTORS:
 
 
 
 
 
 
TRONOX INCORPORATED
 
  TRONOX LLC   
  TRONOX US HOLDINGS INC.   
  TRONOX PIGMENTS LLC   
       
 
By:
/s/ Steven A. Kaye
 
 
 
Name:  Steven A. Kaye
 
 
 
Title: Vice President
 
       
  TRONOX ALKALI CORPORATION    
 
TRONOX SPECIALTY ALKALI LLC
 
 
TRONOX ALKALI WYOMING CORPORATION
 
       
  By:
/s/ Edward T. Flynn
 
   
Name: Edward T. Flynn
 
   
Title: President
 
 
[Sixth Supplemental Indenture (2012)]
 

 
SIGNED, SEALED AND DELIVERED
by
Richard L. Muglia
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/ Steven A. Kaye
 
Signature of witness
 
   
/s/ Steven A. Kaye
 
Name of witness (block letters)
 
AUSTRALIAN GUARANTORS:
 
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By executing this agreement the attorney
states that the attorney has received no
notice of revocation of the power of
attorney /s/ Richard L. Muglia                                              



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Sixth Supplemental Indenture (2012)]
 

 
U.K. GUARANTORS:
 
 
 
 
 
 
TRONOX INTERNATIONAL FINANCE LLP
 
 
TRONOX UK HOLDINGS LIMITED
 
 
 
 
 
  By: /s/ Steven A. Kaye  
    Name: Steven A. Kaye  
    Title: Director  
 
[Sixth Supplemental Indenture (2012)]

 
BAHAMAS GUARANTOR:
 
 
 
 
 
 
TRONOX PIGMENTS LTD
 
 
 
 
 
  By:
/s/ Steven A. Kaye
 
   
Name: Steven A. Kaye
 
 
 
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/ Steven A. Kaye
 
  Name: Steven A. Kaye Title: Director  
       
 
TRONOX HOLDINGS COÖPERATIEF U.A.
 
       
  By:
/s/ Steven A. Kaye
 
   
Name: Steven A. Kaye
 
   
Title: Director A
 
 
 
 
 
  By: /s/ Anthony M. Orrell  
   
Name: Anthony M. Orrell
 
   
Title: Director B
 
 
[Sixth Supplemental Indenture (2012)]
 

 
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
 
 
 
 
 
 
By:
/s/ Jane Schweiger
 
 
 
Name: Jane Schweiger
 
 
 
Title: Vice President
 
 
[Sixth Supplemental Indenture (2012)]