INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2016 • Chemours Co • Chemicals & allied products • Delaware
This Indemnification Agreement ("Agreement") is made as of ________ __, 201__ by and between The Chemours Company, a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
THE CHEMOURS COMPANY $1,350,000,000 6.625% Senior Notes due 2023 $750,000,000 7.000% Senior Notes due 2025 €360,000,000 6.125% Senior Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
The Chemours Company, a Delaware corporation (the “Issuer”), (a) proposes to issue and sell to the several initial purchasers named in Schedule A-1 of the Purchase Agreement (as defined below) (collectively, the “Initial Dollar Purchasers”), upon the terms set forth in a purchase agreement dated as of May 5, 2015 (the “Purchase Agreement”), (i) $1,350,000,000 aggregate principal amount of its 6.625% Senior Notes due 2023 (the “2023 Dollar Notes”) and (ii) $242,951,000 aggregate principal amount of its 7.000% Senior Notes due 2025 (the “2025 Dollar Notes” and, together with the 2023 Dollar Notes, the “Dollar Notes”), (b) the selling noteholders listed in Schedule B of the Purchase Agreement (the “Selling Noteholders”) propose to sell to the several Initial Dollar Purchasers $507,049,000 aggregate principal amount of 2025 Dollar Notes and (c) the Issuer proposes to issue and sell to the several initial purchasers named in Schedule A-2 of the Purchase Agreement (collectively, the “Initial
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 with respect to Euro Notes, and ELAVON FINANCIAL SERVICES...Indenture • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
INDENTURE dated as of May 12, 2015, among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Company’s subsidiaries signatory hereto or that becomes a Guarantor pursuant to the terms of this Indenture (the “Subsidiary 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 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 with respect to Euro Notes, and ELAVON FINANCIAL SERVICES LIMITED, a limited liability company registered in Ireland with the Companies Regi
THE CHEMOURS COMPANY, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 27, 2020 Senior Debt SecuritiesIndenture • November 27th, 2020 • Chemours Co • Chemicals & allied products • New York
INDENTURE, dated as of November 27, 2020, between The Chemours Company, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”, which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 10th, 2020 • Chemours Co • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of May 12, 2015, among THE CHEMOURS COMPANY, as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC,...Credit Agreement • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of May 12, 2015 (this “Agreement”), among The Chemours Company, a Delaware corporation, the LENDERS and ISSUING BANKS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FIRST 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 TrusteeFirst Supplemental Indenture • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
SEPARATION AGREEMENT by and between E. I. DU PONT DE NEMOURS AND COMPANY and THE CHEMOURS COMPANY Dated as of June 26, 2015Separation Agreement • July 1st, 2015 • Chemours Co • Chemicals & allied products • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of June 26, 2015, is entered into by and between E. I. du Pont de Nemours and Company (“DuPont”), a Delaware corporation, and The Chemours Company (“Chemours”), a Delaware corporation and a wholly owned subsidiary of DuPont. “Party” or “Parties” means DuPont or Chemours, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
THIRD AMENDED AND RESTATED INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between and THE CHEMOURS COMPANY FC, LLC and THE CHEMOURS COMPANY TT, LLC Dated as of January 1, 2015License Agreement • July 1st, 2015 • Chemours Co • Chemicals & allied products • Delaware
This THIRD AMENDED AND RESTATED INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of January 1, 2015 (the “Effective Date”), is entered into by and between E. I. du Pont de Nemours and Company (“DuPont”), a Delaware corporation, The Chemours Company FC, LLC, a Delaware limited liability company with address at 1209 Orange Street, Wilmington, DE, 19801, U.S.A. (“CHEMOURS FC”), and The Chemours Company TT, LLC, a Pennsylvania limited liability company with address at 116 Pine Street, 3rd Floor, Suite 320, Harrisburg, PA, 17101, U.S.A. (“CHEMOURS TT”) (each of DuPont, CHEMOURS FC and CHEMOURS TT, a “Party” and collectively, the “Parties”).
CLASS ACTION Settlement AgreementClass Action Settlement Agreement • June 30th, 2023 • Chemours Co • Chemicals & allied products • South Carolina
This Settlement Agreement (including its Exhibits) is entered into, subject to Preliminary and Final Approval of the Court, as of June 30, 2023 (the “Settlement Date”), by and among (i) Class Representatives, individually and on behalf of the Settlement Class Members, by and through Class Counsel, and (ii) defendants The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva, Inc., and E.I. DuPont de Nemours and Company n/k/a EIDP, Inc. (each, a “Settling Defendant” and collectively, “Settling Defendants”).
AMENDMENT NUMBER 1 TO SEPARATION AGREEMENTSeparation Agreement • August 25th, 2017 • Chemours Co • Chemicals & allied products
This Amendment Number 1 (this “Amendment”) to the Separation Agreement (as defined below), dated as of August 24, 2017, is entered into by and between E. I. du Pont de Nemours and Company (“DuPont”), a Delaware corporation, and The Chemours Company (“Chemours”), a Delaware corporation. “Party” or “Parties” means DuPont or Chemours, individually or collectively, as the case may be.
TAX MATTERS AGREEMENT DATED AS OF JUNE 26, 2015 BY AND AMONG E.I. DU PONT DE NEMOURS AND COMPANY AND THE CHEMOURS COMPANYTax Matters Agreement • July 1st, 2015 • Chemours Co • Chemicals & allied products • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of June 26, 2015, by and among E.I. du Pont de Nemours and Company (“DuPont”), a Delaware corporation, and The Chemours Company (“Chemours”), a Delaware corporation and a wholly owned subsidiary of DuPont. (DuPont and Chemours are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
THE CHEMOURS COMPANY €450,000,000 4.000% Senior Notes Due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2018 • Chemours Co • Chemicals & allied products • New York
SETTLEMENT AGREEMENT, LIMITED RELEASE, WAIVER AND COVENANT NOT TO SUESettlement Agreement • July 13th, 2021 • Chemours Co • Chemicals & allied products • Delaware
The State of Delaware, by its Attorney General, and E. I. du Pont de Nemours and Company (“EID”), Corteva, Inc. (“Corteva”), The Chemours Company (“Chemours”), and DuPont de Nemours, Inc. (“DuPont”) (collectively the “Companies”) voluntarily enter into this Agreement, which fully and finally resolves the Released Claims addressed by this Agreement.
EMPLOYEE MATTERS AGREEMENT by and between and THE CHEMOURS COMPANY Dated as of [—], 2015Employee Matters Agreement • April 21st, 2015 • Chemours Company, LLC • Chemicals & allied products • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [—], 2015, is entered into by and between E. I. du Pont de Nemours and Company (“DuPont”), a Delaware corporation, and The Chemours Company (“Chemours”), a Delaware corporation and a wholly owned subsidiary of DuPont. “Party” or “Parties” means DuPont or Chemours, individually or collectively, as the case may be.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CHEMOURS COMPANY ANDPurchase and Sale Agreement • July 26th, 2021 • Chemours Co • Chemicals & allied products • Delaware
This Purchase AND SALE Agreement, dated as of July 26, 2021 (this “Agreement”), is by and between The Chemours Company, a Delaware corporation (“Seller”), and Manchester Acquisition Sub LLC, a Delaware limited liability company (“Purchaser”).
AGREEMENT AND RELEASEAgreement and Release • May 5th, 2021 • Chemours Co • Chemicals & allied products • Delaware
This Settlement Agreement and Release ("Release" or “Agreement”) is made and entered into this 1st day of March, 2021 by and between and The Chemours Company (“Chemours” or "Employer" or “Company”) and E. Bryan Snell ("Employee"), in connection with Employee's Special Assignment and separation of employment with Employer, effective July 2, 2021 (the “Separation Date”).
Exhibit A Amendments to the Amended and Restated Receivables Purchase Agreement (Attached)Receivables Purchase Agreement • March 10th, 2021 • Chemours Co • Chemicals & allied products
LR = the highest average Loss Ratio for any three (3) consecutive Settlement Periods observed over the preceding 12 Settlement Periods; and
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 25th, 2024 • Chemours Co • Chemicals & allied products • Delaware
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”), dated as of March 22, 2024, is by and between The Chemours Company (the “Company”), and Mark E. Newman (“Executive”). The Company and Executive are hereinafter referred to as the “Parties”.
ContractCredit Agreement • February 23rd, 2016 • Chemours Co • Chemicals & allied products • New York
AMENDMENT NO. 2 dated as of February 19, 2016 (this “Amendment”), to the CREDIT AGREEMENT dated as of May 12, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT TO SPECIAL EMPLOYMENT AND SEPARATION AGREEMENT AND RELEASESpecial Employment and Separation Agreement and Release • March 27th, 2024 • Chemours Co • Chemicals & allied products
This Amendment to the Special Employment and Separation Agreement and Release (“Amendment”), is dated as of December 19, 2023 (the “Effective Date”), and is made by and between THE CHEMOURS COMPANY (“Chemours” or “Employer” or “Company”), and DAVID C. SHELTON (“Shelton” or “Employee”). Chemours and Shelton are sometimes referred to herein collectively as the “Parties.”
AGREEMENT AND RELEASEAgreement and Release • August 22nd, 2022 • Chemours Co • Chemicals & allied products • Delaware
This Special Employment and Separation Agreement and Release ("Release" or “Agreement”) is made and entered into this 19 day of August 2022 by and between and The Chemours Company (“Chemours” or "Employer" or “Company”) and David C. Shelton ("Employee"), in connection with Employee's change of role effective October 1, 2022 (the “Effective Date”) and separation of employment with Employer, effective December 31, 2023 (the “Separation Date”). Together, Employer and Employee are the “Parties”.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 22nd, 2021 • Chemours Co • Chemicals & allied products
Second SUPPLEMENTAL INDENTURESupplemental Indenture • June 6th, 2018 • Chemours Co • Chemicals & allied products • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2018 (this “Second Supplemental Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Subsidiary Guarantors party hereto or that becomes a Subsidiary Guarantor pursuant to the terms of this Second Supplemental Indenture, U.S. Bank National Association, 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 5th Floor, 125 Old Broad Street, 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
FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 10th, 2021 • Chemours Co • Chemicals & allied products • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 5, 2021, is among THE CHEMOURS COMPANY AR, LLC, as Seller (in such capacity, the “Seller”), THE CHEMOURS COMPANY FC, LLC (“Chemours”), as initial Servicer (in such capacity, the “Servicer”), RELIANT TRUST, as a Conduit Purchaser, and THE TORONTO-DOMINION BANK (“TD Bank”), as a Related Committed Purchaser, as a Group Agent (in such capacity, the “Group Agent”), as LC Bank and as Administrative Agent (in such capacity, the “Administrative Agent”).
FORM OF REGISTERED SENIOR NOTE]Chemours Co • May 4th, 2017 • Chemicals & allied products • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 29th, 2023 • Chemours Co • Chemicals & allied products • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 23, 2023, is among THE CHEMOURS COMPANY AR, LLC, as Seller (in such capacity, the “Seller”), THE CHEMOURS COMPANY FC, LLC (“Chemours”), as initial Servicer (in such capacity, the “Servicer”), RELIANT TRUST (“Reliant Trust”), as a Conduit Purchaser, GTA FUNDING LLC (“GTA Funding”), as a Conduit Purchaser, and THE TORONTO-DOMINION BANK (“TD Bank”), as a Related Committed Purchaser, as a Group Agent (in such capacity, the “Group Agent”), as LC Bank and as Administrative Agent (in such capacity, the “Administrative Agent”).
EXHIBIT K: AUTHORIZATION LETTER [Letterhead of Settlement Class Member]Chemours Co • June 30th, 2023 • Chemicals & allied products
Reference is made to Paragraph 11.6.2 of the Class Action Settlement Agreement, dated as of June 30, 2023, by and among (i) Class Representatives, individually and on behalf of the Settlement Class Members, by and through Class Counsel, and (ii) defendants The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva, Inc., and E.I. DuPont de Nemours and Company n/k/a EIDP, Inc. (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
FIRST SUPPLEMENTAL INDENTURE Dated as of November 27, 2020 among THE CHEMOURS COMPANY, as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Trustee, to the Indenture, dated as of November 27, 2020, relating to...First Supplemental Indenture • November 27th, 2020 • Chemours Co • Chemicals & allied products • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 27, 2020 (this “First Supplemental Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Subsidiary Guarantors party hereto or that becomes a Subsidiary Guarantor pursuant to the terms of this First Supplemental Indenture and U.S. Bank National Association, as trustee (the “Trustee”), under an Indenture dated as of November 27, 2020, between the Company and the Trustee (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”). All capitalized terms used in this First Supplemental Indenture and not otherwise defined herein have the meanings given such terms in the Base Indenture.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 14th, 2020 • Chemours Co • Chemicals & allied products • Delaware
This Separation Agreement and Release ("Agreement") is made and entered into by and between and The Chemours Company ("Employer") and Paul Kirsch ("Employee"), in connection with Employee's separation of employment with Employer, effective October 31, 2019 (the "Separation Date").
FOURTH SUPPLEMENTAL INDENTURE Dated as of June 6, 2018 to INDENTURE Dated as of May 12, 2015 THE CHEMOURS COMPANY, THE GUARANTORS PARTY HERETO, as Trustee, ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Paying Agent, and ELAVON FINANCIAL SERVICES DAC,...Fourth Supplemental Indenture • June 6th, 2018 • Chemours Co • Chemicals & allied products • New York
ContractCredit Agreement • February 17th, 2017 • Chemours Co • Chemicals & allied products • New York
AMENDMENT NO. 3 dated as of December 19, 2016 (this “Amendment”), to the CREDIT AGREEMENT dated as of May 12, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
AGREEMENT AND RELEASEAgreement and Release • March 27th, 2024 • Chemours Co • Chemicals & allied products • Delaware
This Special Employment and Separation Agreement and Release ("Release" or “Agreement”) is made and entered into this 25th day of September 2023 by and between and The Chemours Company (“Chemours” or "Employer" or “Company”) and Susan Kelliher ("Employee"), in connection with Employee's change of role effective October 1, 2023 (the “Effective Date”) and separation of employment with Employer, effective July 1, 2024 (the “Separation Date”). Together, Employer and Employee are the “Parties”.
LETTER AGREEMENTLetter Agreement • February 23rd, 2016 • Chemours Co • Chemicals & allied products
fIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 23rd, 2017 • Chemours Co • Chemicals & allied products • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 23, 2017 (this “First Supplemental Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Subsidiary Guarantors party hereto or that becomes a Subsidiary Guarantor pursuant to the terms of this First Supplemental Indenture and U.S. Bank National Association, as trustee (the “Trustee”), under an Indenture dated as of May 23, 2017, between the Company and the Trustee (the “Base Indenture and, together with the First Supplemental Indenture, referred to herein as the “Indenture”). All capitalized terms used in this First Supplemental Indenture and not otherwise defined herein have the meanings given such terms in the Base Indenture.
