Supplemental Indenture [No. 2] (2015)Full Document 

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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;

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