SIXTH SUPPLEMENTAL INDENTURE, dated as of August 18, 2021 (this Sixth 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 thereto 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 DAC, UK BRANCH, a limited liability company registered in Ireland with the Companies Registration Office (registered number 418442), with its registered office at Building 8, Cherrywood Business Park, Loughlinstown, Dublin 18, D18 W319, Ireland acting through its UK Branch (registered number BR009373) from its offices at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom, as paying agent (the Paying Agent), and ELAVON FINANCIAL SERVICES DAC, a limited liability company registered in Ireland with the Companies Registration Office (registered number 418442), with its registered office at Building 8, Cherrywood Business Park, Loughlinstown, Dublin 18, D18 W319, Ireland, as registrar (the Registrar) and transfer agent (the Transfer Agent and, together with the Paying Agent and the Registrar, the Euro Agents).
WHEREAS, the Company, the Guarantors, the Trustee and the Euro Agents have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Notes of the Company, to be issued in one or more Series;
WHEREAS, the Company, the Guarantors party thereto and the Trustee have heretofore executed and delivered the Second Supplemental Indenture (the Second Supplemental Indenture), dated May 12, 2015, to establish the form and terms of and to provide for the issuance of the Companys 7.000% Senior Notes Due 2025 (the 2025 Notes);
WHEREAS, Section 9.02 of the Original Indenture provides, among other things, that except as provided therein, the Company, the Guarantors and the Trustee may amend the Original Indenture, any Guarantee and the Notes (in each case with respect to one or Series of Notes) with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of the applicable Series then Outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes;
WHEREAS, the Company has heretofore obtained the written consent of the Holders of more than a majority in aggregate principal amount of the 2025 Notes to the amendments described in Article II of this Sixth Supplemental Indenture;
WHEREAS, the Issuer has heretofore delivered to the Trustee the Officers Certificate and Opinion of Counsel described in Sections 9.05, 11.04 and 11.05 of the Original Indenture;
WHEREAS, all action on the part of the Company necessary to authorize the execution and delivery of this Sixth Supplemental Indenture have been duly taken; and
WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Sixth Supplemental Indenture (the Original Indenture, as supplemented by the Second Supplemental Indenture and this Sixth Supplemental Indenture being hereinafter called the Indenture).
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.01. Definitions.
(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture, as supplemented by the Second Supplemental Indenture.
(b) The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.