THIRD SUPPLEMENTAL INDENTURE
Dated as of May 12, 2015
to
INDENTURE
Dated as of
May 12, 2015
THE CHEMOURS COMPANY,
THE
GUARANTORS PARTY HERETO,
U.S. BANK NATIONAL ASSOCIATION,
as Trustee,
ELAVON FINANCIAL
SERVICES LIMITED, UK BRANCH,
as Paying Agent,
and
ELAVON FINANCIAL SERVICES
LIMITED,
as Registrar and Transfer Agent
TABLE OF CONTENTS
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PAGE |
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| ARTICLE I |
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5 |
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| SECTION 1.01 |
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Definitions |
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5 |
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| SECTION 1.02 |
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Other Definitions |
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8 |
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| ARTICLE II DESIGNATION AND TERMS OF THE NOTES |
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8 |
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| SECTION 2.01 |
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Title and Aggregate Principal Amount |
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8 |
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| SECTION 2.02 |
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Execution |
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9 |
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| SECTION 2.03 |
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Other Terms and Form of the Notes |
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9 |
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| SECTION 2.04 |
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Further Issues |
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9 |
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| SECTION 2.05 |
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Interest and Principal |
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9 |
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| SECTION 2.06 |
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Place of Payment |
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9 |
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| SECTION 2.07 |
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Form and Dating |
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10 |
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| SECTION 2.08 |
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Euroclear and Clearstream Procedures Applicable |
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10 |
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| SECTION 2.09 |
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Depositary; Registrar; Transfer Agent |
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10 |
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| SECTION 2.10 |
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Optional Redemption |
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10 |
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| SECTION 2.11 |
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Special Mandatory Redemption |
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12 |
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| SECTION 2.12 |
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Payment of Additional Amounts |
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12 |
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| SECTION 2.13 |
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Redemption of Notes for Tax Reasons |
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15 |
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| ARTICLE III TRANSFER AND EXCHANGE |
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15 |
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| SECTION 3.01 |
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Transfer and Exchange of Global Notes |
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15 |
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| SECTION 3.02 |
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Transfer and Exchange of Beneficial Interests in the Global Notes |
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16 |
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| SECTION 3.03 |
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Transfer or Exchange of Beneficial Interests for Definitive Notes |
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19 |
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| SECTION 3.04 |
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Transfer and Exchange of Definitive Notes for Beneficial Interests |
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21 |
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| SECTION 3.05 |
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Transfer and Exchange of Definitive Notes for Definitive Notes |
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23 |
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| SECTION 3.06 |
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Registered Exchange Offer |
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25 |
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| SECTION 3.07 |
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Legends |
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26 |
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| SECTION 3.08 |
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Cancellation and/or Adjustment of Global Notes |
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29 |
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| SECTION 3.09 |
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General Provisions Relating to Transfers and Exchanges |
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29 |
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| ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE |
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31 |
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| SECTION 4.01 |
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Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge |
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31 |
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2
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| ARTICLE V COVENANTS |
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31 |
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| SECTION 5.01 |
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Special Interest |
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31 |
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| ARTICLE VI MISCELLANEOUS |
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31 |
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| SECTION 6.01 |
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Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture |
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31 |
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| SECTION 6.02 |
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Concerning the Trustee |
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31 |
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| SECTION 6.03 |
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Multiple Originals; Electronic Signatures |
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32 |
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| SECTION 6.04 |
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GOVERNING LAW |
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32 |
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| Exhibit A |
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Form of 6.125% Senior Note due 2023 |
| Exhibit B |
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Form of Certificate of Transfer |
| Exhibit C |
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Form of Certificate of Exchange |
3
THIRD SUPPLEMENTAL INDENTURE, dated as of May 12, 2015 (this "Third 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"), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the
"Trustee"), ELAVON FINANCIAL SERVICES LIMITED, UK BRANCH, a limited liability company registered in Ireland with the Companies Registration Office (registered number 418442), with its registered office at Block E, Cherrywood
Business Park, Loughlinstown, Dublin, Ireland acting through its UK Branch (registered number BR009373) from its offices at 5th Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom, as paying agent (the "Paying Agent"), and
ELAVON FINANCIAL SERVICES LIMITED, a limited liability company registered in Ireland with the Companies Registration Office (registered number 418442), with its registered office at Block E, Cherrywood Business Park, Loughlinstown, Dublin, Ireland,
as registrar (the "Registrar") and transfer agent (the "Transfer Agent" and, together with the Paying Agent and the Registrar, the "Euro Agents").