SECOND 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 |
|
|
7 |
|
|
|
| ARTICLE II DESIGNATION AND TERMS OF THE NOTES |
|
|
7 |
|
|
|
|
| SECTION 2.01 |
|
Title and Aggregate Principal Amount |
|
|
7 |
|
| SECTION 2.02 |
|
Execution |
|
|
7 |
|
| SECTION 2.03 |
|
Other Terms and Form of the Notes |
|
|
8 |
|
| SECTION 2.04 |
|
Further Issues |
|
|
8 |
|
| SECTION 2.05 |
|
Interest and Principal |
|
|
8 |
|
| SECTION 2.06 |
|
Place of Payment |
|
|
8 |
|
| SECTION 2.07 |
|
Form and Dating |
|
|
8 |
|
| SECTION 2.08 |
|
Euroclear and Clearstream Procedures Applicable |
|
|
9 |
|
| SECTION 2.09 |
|
Depositary; Registrar |
|
|
9 |
|
| SECTION 2.10 |
|
Optional Redemption |
|
|
9 |
|
| SECTION 2.11 |
|
Special Mandatory Redemption |
|
|
10 |
|
|
|
| ARTICLE III TRANSFER AND EXCHANGE |
|
|
11 |
|
|
|
|
| SECTION 3.01 |
|
Transfer and Exchange of Global Notes |
|
|
11 |
|
| SECTION 3.02 |
|
Transfer and Exchange of Beneficial Interests in the Global Notes |
|
|
11 |
|
| SECTION 3.03 |
|
Transfer or Exchange of Beneficial Interests for Definitive Notes |
|
|
14 |
|
| SECTION 3.04 |
|
Transfer and Exchange of Definitive Notes for Beneficial Interests |
|
|
17 |
|
| SECTION 3.05 |
|
Transfer and Exchange of Definitive Notes for Definitive Notes |
|
|
19 |
|
| SECTION 3.06 |
|
Registered Exchange Offer |
|
|
20 |
|
| SECTION 3.07 |
|
Legends |
|
|
21 |
|
| SECTION 3.08 |
|
Cancellation and/or Adjustment of Global Notes |
|
|
24 |
|
| SECTION 3.09 |
|
General Provisions Relating to Transfers and Exchanges |
|
|
25 |
|
|
|
| ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE |
|
|
26 |
|
|
|
|
| SECTION 4.01 |
|
Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge |
|
|
26 |
|
|
|
| ARTICLE V COVENANTS |
|
|
26 |
|
|
|
|
| SECTION 5.01 |
|
Special Interest |
|
|
26 |
|
2
|
|
|
|
|
|
|
|
|
| ARTICLE VI MISCELLANEOUS |
|
|
27 |
|
|
|
|
| SECTION 6.01 |
|
Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture |
|
|
27 |
|
| SECTION 6.02 |
|
Concerning the Trustee |
|
|
27 |
|
| SECTION 6.03 |
|
Multiple Originals; Electronic Signatures |
|
|
27 |
|
| SECTION 6.04 |
|
GOVERNING LAW |
|
|
27 |
|
|
|
|
| Exhibit A |
|
Form of 7.000% Senior Note due 2025 |
| Exhibit B |
|
Form of Certificate of Transfer |
| Exhibit C |
|
Form of Certificate of Exchange |
3
SECOND SUPPLEMENTAL INDENTURE, dated as of May 12, 2015 (this "Second 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 Second Supplemental Indenture for the purpose of establishing the form and terms of the Notes of such Series;