Supplemental Indenture [No. 3] (2015)Full Document 

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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

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

9

SECTION 2.03

Other Terms and Form of the Notes

9

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

10

SECTION 2.08

Euroclear and Clearstream Procedures Applicable

10

SECTION 2.09

Depositary; Registrar; Transfer Agent

10

SECTION 2.10

Optional Redemption

10

SECTION 2.11

Special Mandatory Redemption

12

SECTION 2.12

Payment of Additional Amounts

12

SECTION 2.13

Redemption of Notes for Tax Reasons

15

ARTICLE III TRANSFER AND EXCHANGE

15

SECTION 3.01

Transfer and Exchange of Global Notes

15

SECTION 3.02

Transfer and Exchange of Beneficial Interests in the Global Notes

16

SECTION 3.03

Transfer or Exchange of Beneficial Interests for Definitive Notes

19

SECTION 3.04

Transfer and Exchange of Definitive Notes for Beneficial Interests

21

SECTION 3.05

Transfer and Exchange of Definitive Notes for Definitive Notes

23

SECTION 3.06

Registered Exchange Offer

25

SECTION 3.07

Legends

26

SECTION 3.08

Cancellation and/or Adjustment of Global Notes

29

SECTION 3.09

General Provisions Relating to Transfers and Exchanges

29

ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE

31

SECTION 4.01

Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge

31

2


ARTICLE V COVENANTS

31

SECTION 5.01

Special Interest

31

ARTICLE VI MISCELLANEOUS

31

SECTION 6.01

Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture

31

SECTION 6.02

Concerning the Trustee

31

SECTION 6.03

Multiple Originals; Electronic Signatures

32

SECTION 6.04

GOVERNING LAW

32

Exhibit A Form of 6.125% Senior Note due 2023
Exhibit B Form of Certificate of Transfer
Exhibit C 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").

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