Seventh Supplemental Indenture, dated as of February 14, 2017, to the Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee

Any guarantee, indemnity or other obligation by the Swiss Guarantor under this Counterpart Agreement, the Credit Agreement, or any other Credit Document (the “Restricted Obligations”) and the aggregate use of proceeds from the enforcement of any security interest granted by the Swiss  Guarantor shall be limited to the amount of that Swiss Guarantor's Free Reserves Available for Distribution at the time payment is requested or, if such amount is lower than the Swiss Guarantor's Free Reserves Available for Distribution, the maximum amount permitted by Swiss law applicable at the time payment is requested. Such limitations shall only apply to the extent it is a requirement under applicable law (including any case law) at the point in time payment is requested. Such limitation (as may apply from time to time or not) shall not (generally or definitively) free such Swiss Guarantor from payment obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. For the purpose of this Section 2, “Free Reserves Available for Distribution” means an amount equal to the maximum amount in which the relevant Swiss Guarantor can make a dividend payment to its shareholder (s) (being the year to date balance sheet profit and any freely disposable reserves available for this purpose, in each case in accordance with applicable Swiss law).

As soon as reasonably practicable after having been requested to discharge a Restricted Obligation, but in any event within 20 Business Days from the request of the Administrative Agent (or such later date as may be agreed by the Administrative Agent in its reasonable discretion), the Swiss Guarantor   shall provide the Administrative Agent with (i) an interim statutory balance sheet audited by the statutory auditors of the Swiss Guarantor setting out the    Free Reserves Available for Distribution and (ii) a confirmation issued by the Swiss Guarantor’s legal counsel as to the rate of Swiss withholding tax then applicable to any payment by the Guarantor of a Restricted Obligation or to any enforcement proceeds of a security interest securing a Restricted Obligation for the purpose of paragraph (c) below and, promptly thereafter, pay the lesser of (i) the Restricted Obligation and (ii) the amount corresponding to the Free Reserves Available for Distribution to the Administrative Agent.

In case a Swiss Guarantor who must make a payment in respect of the Restricted Obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document is obliged to withhold Swiss withholding tax in respect of such payment, such Swiss Guarantor shall:

if and to the extent required by applicable law in force at the relevant time:

procure that such payments can be made without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

if the notification procedure pursuant to paragraph (A) above does not apply, deduct Swiss withholding tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to paragraph (A) above applies for a part of the Swiss withholding tax only, deduct Swiss withholding tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss Federal Tax Administration; and

to the extent such deduction is made, not be required to make a gross-up, indemnify or otherwise hold harmless the Lenders for the deduction of the Swiss withholding tax notwithstanding anything to the contrary contained in the Credit Documents, unless grossing-up is permitted under the laws of Switzerland then in force and provided that this should not in any way limit any obligations of any non-Swiss Guarantors under the Credit Documents to indemnify the Lenders in respect of the deduction of the Swiss withholding tax. The Swiss Guarantor shall use all reasonable efforts to procure that any person which is entitled to a full or partial refund of any Swiss withholding tax paid pursuant to paragraph (i) above will, as soon as possible after the deduction of the Swiss withholding tax: (y) request a refund of the Swiss withholding tax under any applicable law (including double taxation treaties) and (z) pay to the Administrative Agent upon receipt any amount so refunded.

If a Swiss Guarantor is obliged to withhold Swiss withholding tax in accordance with paragraph (c) above, the Administrative Agent shall be entitled to further request payment under the guarantee as per the Credit Agreement and other indemnity granted to it under this Counterpart Agreement or any other Credit Document and apply proceeds therefrom against the relevant Obligations to which the payment referred to in paragraph (c) relates up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss withholding tax were required, whereby such further payments shall be subject to Swiss withholding tax as may then be applicable and shall always be limited to the maximum amount of the Free Reserves Available for Distribution of such Swiss Guarantor as set out in paragraph (a) above.

The Swiss Guarantor will take, and cause to be taken, in any event within 15 Business Days from the request of the Administrative Agent, all and any other action, including, without limitation, the passing of any shareholders' resolutions to approve any payment or other performance under this Counterpart Agreement, the Credit Agreement, or any other Credit Document and the receipt of any confirmations from the Swiss Guarantor's auditors, whether following a request to discharge a Restricted Obligation or which may be required as a matter of mandatory Swiss law in force at the time it is required to make a payment or perform other obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document in order to allow a prompt payment of amounts owed by the Swiss Guarantor, a prompt use of proceeds from security interest granted by the Swiss Guarantor or the prompt performance of other obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document.

If the enforcement of the Restricted Obligations would be limited due to the effects referred to in this Section 2 and if any asset of the Swiss Guarantor has a book value that is less than its market value (an “Undervalued Asset”), the Swiss Guarantor shall, to the extent permitted by applicable law and its accounting standards, (i) write up the book value of such Undervalued Asset such that its balance sheet reflects a book value that is equal to the market value of such Undervalued Asset, and (ii) make reasonable efforts to realize the Undervalued Asset for a sum which is at least equal to the market value of such asset. Without prejudice to the rights of the Administrative Agent under this Counterpart Agreement, the Credit Agreement, or any other Credit Document, the Swiss Guarantor will only be required to realize an Undervalued Asset if such asset is not necessary for the Swiss Guarantor's business (nicht betriebsnotwendig).