Fourth Supplemental Indenture dated as of January 15, 2020 among Tronox Incorporated, the guarantors named therein and Wilmington Trust, National Association, as trustee

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 15, 2020, among Millennium Inorganic Overseas Holdings Limited (the “Guaranteeing Subsidiary”), an affiliate of Tronox Limited (or its permitted successor) (“Holdings”), Tronox Incorporated, a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of April 6, 2018 (the “Base Indenture”), among the Issuer, the Guarantors party thereto (as defined therein) and the Trustee, providing for the issuance of 6.500% Senior Notes due 2026 (the “Notes”);

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a first supplemental indenture, dated as of April 1, 2019 (the “First Supplemental Indenture”), among Tronox Holdings PLC, Tronox Investment Holdings Limited and Tronox UK Merger Company Limited, as new guarantors, the Issuer, the other Guarantors party thereto (as defined therein) and the Trustee, to accede certain new guarantors under the Notes;

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a second supplemental indenture, dated as of April 12, 2019 (the “Second Supplemental Indenture”), among Tronox Investments Netherlands B.V. and Tronox International B.V., as new guarantors, the Issuer, the other Guarantors party thereto (as defined therein) and the Trustee, to accede certain new guarantors under the Notes;

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a third supplemental indenture, dated as of August 30, 2019 (the “Third Supplemental Indenture”), among those entities listed in Annex A thereto, as new guarantors, the Issuer, the other Guarantors party thereto (as defined therein) and the Trustee, to accede certain new guarantors under the Notes (the Base Indenture, as supplemented by each of the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, herein referred to as the “Indenture”);

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

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary 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 Subsidiary 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, manager, officer, employee, incorporator, stockholder or member of Holdings, the Issuer or any Subsidiary thereof will have any liability for any obligations of Holdings, the Issuer or the Guarantors under the Notes, this 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.

4. Governing Law. THIS supplemental INDENTURE shall be governed by, and construed in accordance with, THE LAWS OF the State of New York.

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6. Effect of Headings. The Section headings herein are for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions 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 Subsidiary, Holdings and the Issuer.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated as of January 15, 2020

Tronox Incorporated

Signed, sealed and delivered by

as attorney, respectively, for

101858931

009137142

001288268

CABLE SANDS INVESTMENTS PTY. LIMITED

000430482

008678386

125123784

000173099

102888559

009247858

008683627

062193266

008402891

082497827

091051704

003870871

009267207

PEREGRINE MINERAL SANDS PTY LTD

009307591

102895581

079938819

000393135

001 242 397

000833643

under power of attorney dated August 30, 2019

in the presence of:

Tronox Holdings Coöperatief U.A.

Tronox Worldwide Pty Limited, acting for itself, on behalf of Tronox Global Holdings Pty Ltd as limited partner of Tronox Holdings Europe C.V., and in its capacity as general partner of Tronox Holdings Europe C.V.

Tronox Pigments (Netherlands) B.V.

Tronox Pigments (Holland) B.V.

Tronox Investments Netherlands B.V.

Tronox International B.V.

Tronox International Holdings GmbH

TRONOX FRANCE SAS, a société par actions simplifiée, incorporated under the laws of France with Mulhouse RCS number 440 140 309

MILLENNIUM INORGANIC CHEMICALS LE HAVRE SAS, a société par actions simplifiée, incorporated under the laws of France with Le Havre RCS number 440 097 079

MILLENNIUM INORGANIC CHEMICALS SAS, a société par actions simplifiée, incorporated under the laws of France with Mulhouse RCS number 945 550 119