Attached files
file | filename |
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EX-4.3 - EXHIBIT 4.3 - Tronox Holdings plc | s000837x1_ex4-3.htm |
8-K - 8-K - Tronox Holdings plc | s000837x1_8k.htm |
EX-4.1 - EXHIBIT 4.1 - Tronox Holdings plc | s000837x1_ex4-1.htm |
EX-10.1 - EXHIBIT 10.1 - Tronox Holdings plc | s000837x1_ex10-1.htm |
Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 1, 2015
to
INDENTURE
dated as of March 19, 2015
between
TRONOX FINANCE LLC (as successor to EVOLUTION ESCROW ISSUER LLC),
as Issuer
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 1, 2015, among Tronox Finance LLC (as successor to Evolution Escrow Issuer LLC), a Delaware limited liability company (the “Issuer”), each of the parties named in Schedule I hereto (collectively, the “Guaranteeing Entities”) 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, dated as of March 19, 2015 (the “Indenture”), providing for the issuance of 7.50% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Entities shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Entities 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 Entities 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 Entities hereby agree 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 or any Guaranteeing Entity, as such, will have any liability for any obligations of the Issuer or the Guaranteeing Entities 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.
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 Entities 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.
SCHEDULE I
United States
Tronox Incorporated
Tronox LLC
Tronox US Holdings Inc.
Tronox Pigments LLC
Tronox Alkali Corporation
Tronox Specialty Alkali Corporation
Tronox Alkali Wyoming Corporation
Netherlands
Tronox Holdings Europe C.V.
Tronox Holdings Coöperatief U.A.
Australia
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.
United Kingdom
Tronox International Finance LLP
Bahamas
Tronox Pigments Ltd
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.
TRONOX FINANCE LLC | |
By: /s/ Richard L. Muglia | |
Name: Richard L. Muglia | |
Title: President and Secretary | |
U.S. GUARANTORS | ||
Tronox Incorporated | ||
Tronox LLC | ||
Tronox Pigments LLC | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | Vice President and Secretary | |
Tronox US Holdings Inc. | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | President and Assistant Secretary | |
TRONOX Alkali Corporation | ||
TRONOX Specialty Alkali Corporation | ||
TRONOX ALKALI Wyoming Corporation | ||
By: /s/ Katherine C. Harper | ||
Name: | Katherine C. Harper | |
Title: | Senior Vice President | |
SIGNED,
SEALED AND DELIVERED 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:
|
) ) ) ) ) ) ) ) ) ) ) ) |
AUSTRALIAN GUARANTORS:
|
/s/ Richard L. Muglia | ||
/s/ Steven A. Kaye | By executing this agreement the attorney | |
Signature of witness | states that the attorney has received no | |
notice of revocation of the power of | ||
Steven A. Kaye | attorney | |
Name of witness (block letters) | ||
U.K. GUARANTOR: | ||
TRONOX INTERNATIONAL FINANCE LLP | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | Authorized Representative | |
BAHAMAS GUARANTOR: | ||
TRONOX PIGMENTS LTD. | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | Vice President and Secretary | |
NETHERLANDS GUARANTORS: | ||
TRONOX HOLDINGS EUROPE C.V. | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | Attorney | |
TRONOX HOLDINGS COÖPERATIEF U.A. | ||
By: /s/ Richard L. Muglia | ||
Name: | Richard L. Muglia | |
Title: | Attorney |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
By: /s/ Jane Y. Schweiger | ||
Name: | Jane Y. Schweiger | |
Title: | Vice President | |