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
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.
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,...Third Supplemental Indenture • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
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.
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 TrusteeSecond Supplemental Indenture • May 13th, 2015 • Chemours Co • Chemicals & allied products • New York
Restricted Global Note for a beneficial interest in an Unrestricted Global 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.
