Exhibit 4.2


 


EXECUTION VERSION


 


FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of June 6, 2018


 


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 DAC, UK BRANCH,


 


as Paying Agent,


 


and


 


ELAVON FINANCIAL SERVICES DAC,


 


as Registrar and Transfer Agent


 




     


     


    

 


TABLE OF CONTENTS 


 


	 	 	PAGE
	ARTICLE I	1
	 	 
	SECTION 1.01	Definitions	1
	 	 	 
	ARTICLE II AMENDMENTS TO THE INDENTURE	2
	 	 
	SECTION 2.01	Amendments to the Indenture	2
	 	 	 
	ARTICLE III MISCELLANEOUS	2
	 	 
	SECTION 3.01	Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture	2
	SECTION 3.02	Concerning the Trustee	2
	SECTION 3.03	Multiple Originals; Electronic Signatures	2
	SECTION 3.04	GOVERNING LAW	2


 




     


     


    

 


FOURTH SUPPLEMENTAL INDENTURE, dated as of June 6, 2018 (this
“Fourth 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 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, the Trustee and the Euro
Agents have heretofore executed and delivered the Third Supplemental Indenture, dated May 12, 2015, to establish the form and terms
of and to provide for the issuance of the Company’s 6.125% Senior Notes Due 2023 (the “Euro 2023 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 Euro 2023 Notes to the amendments described in Article
II of this Fourth Supplemental Indenture;


 


WHEREAS, the Issuer has heretofore delivered to the Trustee
the Officer’s 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 Fourth 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 Fourth Supplemental Indenture (the Original
Indenture, as supplemented by the Third Supplemental Indenture and this Fourth 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:


 


ARTICLE I


 


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 Third Supplemental
Indenture.


 


(b) The rules of interpretation set forth in the Original Indenture
shall be applied hereto as if set forth in full herein.


 




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ARTICLE II


 


AMENDMENTS TO THE INDENTURE


 


SECTION 2.01. Amendments to the Indenture.


 


		(a)	The first sentence of the first paragraph of Section 2.10(d) of the Third Supplemental Indenture shall be deleted in its entirety
and replaced with the following:



 


“On and after May 15, 2018, the Company may
redeem the Notes, in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice,
at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued
and unpaid interest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date, if redeemed beginning on May 15 of the years indicated below:”


 


		(b)	The second paragraph of Section 2.10(d) of the Third Supplemental Indenture shall be deleted in its entirety and replaced with
the following:



 


“Notwithstanding the foregoing, in connection
with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered,
plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control
Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such Notes in such tender offer and the Company, or (in the case of a Change of Control Offer) any third party making such a tender
offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such
third party will have the right, upon not less than 1 business day nor more than 60 calendar days’ prior notice, given not
more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at
a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer
payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.”


 


ARTICLE III


 


MISCELLANEOUS


 


SECTION 3.01. Ratification of Original Indenture; Supplemental
Indenture Part of Original Indenture. Except as expressly amended hereby, the Original Indenture, including Section 11.18 thereof
regarding submission to jurisdiction, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Original Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 


SECTION 3.02. Concerning the Trustee. The recitals contained
herein and in the Euro 2023 Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Fourth Supplemental Indenture or of the Euro 2023 Notes.


 


SECTION 3.03. Multiple Originals; Electronic Signatures.
This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this
Fourth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.


 


SECTION 3.04. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL
INDENTURE AND EACH NOTE OF THE SERIES CREATED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


[Signature Page Follows] 


 




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IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental
Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.


 


	 	THE CHEMOURS COMPANY
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	 	 
	 	THE CHEMOURS COMPANY FC, LLC
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	 	 
	 	CHEMFIRST INC.
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief
	 	 	 	 	 	Financial Officer
	 	 
	 	FIRST CHEMICAL CORPORATION
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief
	 	 	 	 	 	Financial Officer
	 	 
	 	FIRST CHEMICAL TEXAS, L.P.
	 	By FT CHEMICAL INC., its general partner
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief
	 	 	 	 	 	Financial Officer
	 	 
	 	FT CHEMICAL, INC.
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief
	 	 	 	 	 	Financial Officer
	 	 
	 	FIRST CHEMICAL HOLDINGS, LLC
	 	 	 
	 	By:	 	
        /s/ Mark E. Newman

	 	 	 	Name:	 	Mark E. Newman
	 	 	 	Title:	 	Senior Vice President and Chief
	 	 	 	 	 	Financial Officer


 




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	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	 	 	By:	 	
        /s/ Stephanie Roche

	 	 	 	 	 	Name:	 	Stephanie Roche
	 	 	 	 	 	Title:	 	Vice President
	 	 
	 	ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Paying Agent
	 	 	 	 
	 	 	 	By:	 	
        /s/ Chris Hobbs

	 	 	 	 	 	Name:	 	Chris Hobbs
	 	 	 	 	 	Title:	 	Authorised Signatory
	 	 
	 	 	 	By:	 	
        /s/ Nicola Elrin

	 	 	 	 	 	Name:	 	Nicola Elrin
	 	 	 	 	 	Title:	 	Authorised Signatory


 


	 	ELAVON FINANCIAL SERVICES DAC, as Registrar 
	 	 	 	 
	 	 	 	By:	 	
        /s/ Chris Hobbs

	 	 	 	 	 	Name:	 	Chris Hobbs
	 	 	 	 	 	Title:	 	Authorised Signatory
	 	 
	 	 	 	By:	 	
        /s/ Nicola Elrin

	 	 	 	 	 	Name:	 	Nicola Elrin
	 	 	 	 	 	Title:	 	Authorised Signatory


 


	 	
        ELAVON FINANCIAL SERVICES
        DAC, as Transfer Agent

	 	 	 	

	 	By:	 	
        /s/ Chris Hobbs

	 	 	 	Name:	 	Chris Hobbs
	 	 	 	Title:	 	Authorised Signatory
	 	 	 	 	 	 
	 	By:	 	
        /s/ Nicola Elrin

	 	 	 	Name:	 	Nicola Elrin
	 	 	 	Title:	 	Authorised Signatory


 




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