Amendment No. 1 and Waiver to Revolving Syndicated Facility Agreement, dated as of February 26, 2019 among the Company, Tronox US Holdings Inc. and certain of the Companys other subsidiaries along with the party thereto and Wells Fargo Bank, National Association, as administrative agent

AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the Revolving Syndicated Facility Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including this Amendment, the “Credit Agreement”), by, among others, Tronox US Holdings Inc., a Delaware corporation, and certain of its Subsidiaries and Affiliates party thereto, as U.S. Borrowers and Guarantors (collectively, the “Current U.S. Borrowers”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, and certain of its Subsidiaries party thereto, as Australian Borrowers and Guarantors (collectively, the “Current Australian Borrowers”), Tronox Pigments (Holland) B.V., private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 24179173, and certain of its Affiliates party thereto, as Dutch Borrowers and Guarantors (collectively, the “Current Dutch Borrowers”; and together with the Current U.S. Borrowers and the Current Australian Borrowers and any Additional Co-Borrowers who become party thereto, collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors party thereto, the Lenders, Wells Fargo Bank, National Association, as issuing bank, as swingline lender, as administrative agent (the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties and as Australian security trustee. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to Section 10.02(b) of the Credit Agreement, the Credit Agreement may be amended, and Events of Default thereunder waived, in a writing signed by the Borrowers, the Administrative Agent and the Required Lenders; and

WHERAS, the Borrowers wish to amend certain provisions of the Credit Agreement on the terms set forth herein, and the Administrative Agent and the Lenders constituting the Required Lenders under the Credit Agreement agree, pursuant to Section 10.02(b) of the Credit Agreement, to such amendments and to the waiver set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.                          Amendment to Section 1.01.  Section 1.01 of the Credit Agreement is hereby amended by:

“Intercompany Loans” means (a) that certain Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox Mineral Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 5,080 million, and (b) that certain Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox KZN Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 777 million.

Section 2.                          Amendment to Schedule 6.01(i).  Schedule 6.01(i) to the Credit Agreement is hereby amended, with effect as of the Closing Date, by adding new items 14 and 15 below immediately after paragraph 13 on such schedule:

“14. Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox Mineral Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 5,080 million.

15. Intercompany Loan, dated as of June 2012, between Tronox UK Finance Limited, as the lender, and Tronox KZN Sands (Pty) Ltd., as the borrower, in the approximate principal amount of ZAR 777 million.”

Section 3.                          Limited Waiver.  Subject to the conditions set forth below, and in reliance on the representations, warranties, covenants and other agreements contained herein, the Required Lenders hereby waive, with effect as of the Closing Date, any Event of Default that may have occurred and be continuing as a result of or in relation to the Borrowers’ omission on Schedule 6.01(i) to the Credit Agreement as of the Closing Date to include the Intercompany Loans (as defined in the Credit Agreement).

Section 4.                          Representations and Warranties, No Default.  Each Loan Party hereby represents and warrants that as of the Amendment No. 1 Effective Date and after giving effect to the amendments set forth in this Amendment, (i) this Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes, when executed and delivered by such Loan Party, a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, (ii) such Loan Party has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and each other agreement or instrument contemplated hereby to which it is a party, and (iii) no Default or Event of Default exists and is continuing.

Section 5.                          Effectiveness.  This Amendment shall become effective on the date (such date, the “Amendment No. 1 Effective Date”) that the following conditions have been waived or satisfied:

Section 6.                          Post-Amendment No. 1 Effective Date Covenant. On or prior to the date that is 90 days after the Amendment No. 1 Effective Date (unless otherwise extended by the Administrative Agent in its sole discretion), if the Intercompany Loans have not otherwise been repaid in full, the Administrative Agent shall have received a true and complete copy of (a) Debtor Accession Deeds executed by Tronox Mineral Sands (Proprietary) Ltd, Tronox KZN Sands Pty Ltd (each as Acceding Debtors) and the Collateral Agent, and (b) a Creditor Accession Undertaking executed by Tronox UK Finance Limited (as Acceding Intra-Group Lender) and the Collateral Agent, in each case under the Intercompany Intercreditor Agreement (as referenced in Paragraph 4 of Schedule 5.14 to the Credit Agreement as of the Closing Date).

Section 7.                          Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of an original counterpart of this Amendment.

Section 8.                          Governing Law; Waiver of Jury Trial, Etc..

THE PROVISIONS OF SECTIONS 10.09 AND 10.10 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS.

Section 9.                          Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Section 10.                          Effect of Amendment.  The waiver expressly included in Section 3 is a limited waiver and shall not be deemed or otherwise construed to constitute a waiver of any other Default or Event of Default or a consent to any other future breach of the Credit Agreement or any of the other Loan Documents. The Lenders hereby reserve their rights under the Loan Documents and applicable law in respect of such other Defaults or Events of Default and other future breaches. Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document or be construed as a novation thereof.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document as amended hereby, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.

Section 11.                          Acknowledgement and Affirmation.  Each Loan Party party hereto expressly acknowledges that (a) all of its obligations under the Security Documents and the other Loan Documents to which it is a party are hereby reaffirmed and remain in full force and effect on a continuous basis and (ii) its grant of security interests pursuant to the Security Documents is hereby reaffirmed and remains in full force and effect after giving effect to this Amendment.

Section 12.                          No Novation.  By its execution of this Amendment, each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation of, but rather a supplement to, the terms of the pre-existing indebtedness and related agreements as evidenced by the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CITIBANK, N.A.,

as Lender

Bank of America, N.A.,

as Lender

BARCLAYS BANK PLC,

as Lender

ROYAL BANK OF CANADA,

as Lender