Amendment No. 1 and Waiver to First Lien Term Loan Credit Agreement, dated as of February 26, 2019 among the Company, Tronox Finance LLC and certain of the Companys other subsidiaries, along with the lenders party thereto and Bank of America, N.A. as administrative agent

AMENDMENT NO. 1 AND WAIVER, dated as of February 26, 2019 (this “Amendment”), to the First Lien Term Loan Credit Agreement, dated as of September 22, 2017 (as amended, supplemented or restated prior to the date hereof and including the Amendment, the “Credit Agreement”), by and among Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia, Tronox Finance LLC, a Delaware limited liability company (the “Borrower”), Tronox Blocked Borrower LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”) and collateral agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Credit Agreement may be amended, and Events of Default thereunder waived, in a writing signed by the Borrower, the Administrative Agent and the Required Lenders; and

WHERAS, the Borrower wishes 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 9.02(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:

Section 2.          Amendment to Schedule 6.01.  Schedule 6.01 to the Credit Agreement is hereby amended, with effect as of the Closing Date, by adding new items 13 and 14 below immediately after paragraph 12 on such schedule:

“13. 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.

14. 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 (a) the Borrower’s omission on Schedule 6.01 to the Credit Agreement as of the Closing Date to include the Intercompany Loans (as defined in the Credit Agreement) or (b) the failure of the Intercompany Loans to comply with clause (2) of the last paragraph of Section 6.01 of 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, subject to (x) Debtor Relief Laws and general principles of equity regardless of whether considered in a proceeding in equity or at law and (y) the effect of foreign laws, rules and regulations as they relate to Indebtedness owed by Foreign Subsidiaries, (ii) such Loan Party has the corporate or other organizational 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 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 9.09 AND 9.10 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 Guarantee Agreement, the Collateral Agreements 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 Collateral Agreements 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.