Supplemental Indenture [No. 1] (2015)Full Document 

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FIRST SUPPLEMENTAL INDENTURE

Dated as of May 12, 2015

to

INDENTURE

Dated as of May 12, 2015

THE CHEMOURS COMPANY,

THE GUARANTORS PARTY HERETO

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee


TABLE OF CONTENTS

PAGE

ARTICLE I

5

SECTION 1.01

Definitions

5

SECTION 1.02

Other Definitions

8

ARTICLE II DESIGNATION AND TERMS OF THE NOTES

8

SECTION 2.01

Title and Aggregate Principal Amount

8

SECTION 2.02

Execution

8

SECTION 2.03

Other Terms and Form of the Notes

8

SECTION 2.04

Further Issues

9

SECTION 2.05

Interest and Principal

9

SECTION 2.06

Place of Payment

9

SECTION 2.07

Form and Dating

9

SECTION 2.08

Euroclear and Clearstream Procedures Applicable

10

SECTION 2.09

Depositary; Registrar

10

SECTION 2.10

Optional Redemption

10

SECTION 2.11

Special Mandatory Redemption

12

ARTICLE III TRANSFER AND EXCHANGE

12

SECTION 3.01

Transfer and Exchange of Global Notes

12

SECTION 3.02

Transfer and Exchange of Beneficial Interests in the Global Notes

13

SECTION 3.03

Transfer or Exchange of Beneficial Interests for Definitive Notes

16

SECTION 3.04

Transfer and Exchange of Definitive Notes for Beneficial Interests

18

SECTION 3.05

Transfer and Exchange of Definitive Notes for Definitive Notes

20

SECTION 3.06

Registered Exchange Offer

22

SECTION 3.07

Legends

23

SECTION 3.08

Cancellation and/or Adjustment of Global Notes

26

SECTION 3.09

General Provisions Relating to Transfers and Exchanges

26

ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE

28

SECTION 4.01

Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge

28

ARTICLE V COVENANTS

28

SECTION 5.01

Special Interest

28

2


ARTICLE VI MISCELLANEOUS 28

SECTION 6.01

Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture

28

SECTION 6.02

Concerning the Trustee

28

SECTION 6.03

Multiple Originals; Electronic Signatures

29

SECTION 6.04

GOVERNING LAW

29

Exhibit A

Form of 6.625% Senior Note due 2023

Exhibit B

Form of Certificate of Transfer

Exhibit C

Form of Certificate of Exchange

3


FIRST SUPPLEMENTAL INDENTURE, dated as of May 12, 2015 (this "First Supplemental Indenture"), to the Indenture, dated as of May 12, 2015 (the "Original Indenture"), among THE CHEMOURS COMPANY, a Delaware corporation (the "Company"), each of the subsidiary guarantors party hereto or that becomes a guarantor pursuant to the terms of the Original Indenture (the "Guarantors") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the "Trustee").

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Notes (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

WHEREAS, the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of Notes of any Series pursuant to the Original Indenture;

WHEREAS, the Company (i) desires the issuance of a Series of Notes to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this First Supplemental Indenture for the purpose of establishing the form and terms of the Notes of such Series;

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