EX-10.9



 Exhibit 10.9 
  

 
  

 
  

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 Trustee 
  

 
  







 TABLE OF CONTENTS 

 

							
	 		PAGE	 
		
	 ARTICLE I
		 	5	 
			
	 SECTION 1.01
		 Definitions
		 	5	 
	 SECTION 1.02
		 Other Definitions
		 	7	 
		
	 ARTICLE II DESIGNATION AND TERMS OF THE NOTES
		 	7	 
			
	 SECTION 2.01
		 Title and Aggregate Principal Amount
		 	7	 
	 SECTION 2.02
		 Execution
		 	7	 
	 SECTION 2.03
		 Other Terms and Form of the Notes
		 	8	 
	 SECTION 2.04
		 Further Issues
		 	8	 
	 SECTION 2.05
		 Interest and Principal
		 	8	 
	 SECTION 2.06
		 Place of Payment
		 	8	 
	 SECTION 2.07
		 Form and Dating
		 	8	 
	 SECTION 2.08
		 Euroclear and Clearstream Procedures Applicable
		 	9	 
	 SECTION 2.09
		 Depositary; Registrar
		 	9	 
	 SECTION 2.10
		 Optional Redemption
		 	9	 
	 SECTION 2.11
		 Special Mandatory Redemption
		 	10	 
		
	 ARTICLE III TRANSFER AND EXCHANGE
		 	11	 
			
	 SECTION 3.01
		 Transfer and Exchange of Global Notes
		 	11	 
	 SECTION 3.02
		 Transfer and Exchange of Beneficial Interests in the Global Notes
		 	11	 
	 SECTION 3.03
		 Transfer or Exchange of Beneficial Interests for Definitive Notes
		 	14	 
	 SECTION 3.04
		 Transfer and Exchange of Definitive Notes for Beneficial Interests
		 	17	 
	 SECTION 3.05
		 Transfer and Exchange of Definitive Notes for Definitive Notes
		 	19	 
	 SECTION 3.06
		 Registered Exchange Offer
		 	20	 
	 SECTION 3.07
		 Legends
		 	21	 
	 SECTION 3.08
		 Cancellation and/or Adjustment of Global Notes
		 	24	 
	 SECTION 3.09
		 General Provisions Relating to Transfers and Exchanges
		 	25	 
		
	 ARTICLE IV LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE
		 	26	 
			
	 SECTION 4.01
		 Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge
		 	26	 
		
	 ARTICLE V COVENANTS
		 	26	 
			
	 SECTION 5.01
		 Special Interest
		 	26	 


  
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	ARTICLE VI MISCELLANEOUS		 	27	 
			
	 SECTION 6.01
		 Ratification of Original Indenture; Supplemental Indenture Part of Original Indenture
		 	27	 
	 SECTION 6.02
		 Concerning the Trustee
		 	27	 
	 SECTION 6.03
		 Multiple Originals; Electronic Signatures
		 	27	 
	 SECTION 6.04
		 GOVERNING LAW
		 	27	 

  

			
	Exhibit A		Form of 7.000% Senior Note due 2025
	Exhibit B		Form of Certificate of Transfer
	Exhibit C		Form of Certificate of Exchange


  
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 SECOND SUPPLEMENTAL INDENTURE, dated as of May 12, 2015 (this “Second 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”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the
“Trustee”). 
 WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Original
Indenture to provide for the issuance from time to time of Notes (as defined in the Original Indenture) of the Company, to be issued in one or more Series; 

WHEREAS, the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of establishing the form and terms of Notes of any Series pursuant to the Original Indenture; 

WHEREAS, the Company (i) desires the issuance of a Series of Notes to be designated as hereinafter provided and (ii) has requested
the Trustee to enter into this Second Supplemental Indenture for the purpose of establishing the form and terms of the Notes of such Series; 

WHEREAS, the Company has duly authorized the creation of an issue of its 7.000% Senior Notes Due 2025 (the “Notes”), which
expression includes (i) any further Notes issued pursuant to Section 2.04 hereof and (ii) if and when issued pursuant to the Registration Rights Agreement (as defined herein), the Company’s Exchange Notes (as defined herein)
issued in the Exchange Offer (as defined herein) in exchange for any outstanding Notes previously issued hereunder, in each case, forming a single Series therewith of substantially the tenor and amount hereinafter set forth; and 

WHEREAS, all action on the part of the Company necessary to authorize the issuance of the Notes under the Original Indenture and this Second
Supplemental Indenture (the Original Indenture, as supplemented by this Second Supplemental Indenture, being hereinafter called the “Indenture”) has been duly taken. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

That, in order to establish the form and terms of the Notes and in consideration of the acceptance of the Notes by the Holders thereof and of
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

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

 (c) For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise
requires, the following terms shall have the following meanings: 
 “144A Global Note” means a Global Note substantially in
the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A. 
 “Applicable Procedures” means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and procedures of DTC, Euroclear and Clearstream that apply to such transfer or exchange. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Article III hereof substantially in the form of Exhibit A hereto, except that such Notes shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 

“Exchange Notes” means the exchange notes to be issued with respect to the Notes pursuant to the Registration Rights
Agreement. 
 “Exchange Offer” has the meaning given to the term “Registered Exchange Offer” set forth in the
Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration
Rights Agreement. 
 “Global Note Legend” means the legend set forth in Section 3.07(b), which is required to be
placed on all Global Notes issued hereunder. 
 “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A and that bears the Global Note Legend and
that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.14 of the Original Indenture and Section 2.07 hereof. 

  
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 “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant. 
 “Initial Purchaser” means any initial purchaser identified as such in the “Plan
of Distribution” section of the Offering Circular. 
 “Letter of Transmittal” means the letter of transmittal to be
prepared by the Company and sent to all Holders for use by such Holders in connection with the Exchange Offer. 
 “Non-U.S.
Person” means a Person who is not a “U.S. person”, as defined in Regulation S. 
 “Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Private Placement Legend” means the legend set forth in Section 3.07(a), to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means any “qualified
institutional buyer,” as defined in Rule 144A under the Securities Act. 
 “Registration Rights Agreement” means
the Registration Rights Agreement dated May 12, 2015, among the Company, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, J.P. Morgan Securities plc as representatives of the initial purchasers. 

“Regulation S” means Regulation S under the Securities Act. 

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Regulation S. 

“Restricted Definitive Note” means a Definitive Note bearing a Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing a Private Placement Legend. 

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Rule 144” means Rule 144 under the Securities Act. 

  
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 “Rule 144A” means Rule 144A under the Securities Act. 

“Rule 903” means Rule 903 under the Securities Act. 

“Rule 904” means Rule 904 under the Securities Act. 

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 

“Special Interest” means, at any time, all additional interest then owing pursuant to the Registration Rights Agreement. 

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear any Private
Placement Legend. 
 “Unrestricted Global Note” means a Global Note substantially in the form of Exhibit A attached hereto
that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a Series of
Notes that do not bear any Private Placement Legend. 
 SECTION 1.02. Other Definitions. 

 

					
	Term	  	Defined in Section	 
		
	 “Interest Payment Date”
	  	 	2.05	  
	 “Record Date”
	  	 	2.05	  
	 “Redemption Date”
	  	 	2.10	  
	 “Special Mandatory Redemption”
	  	 	2.11	  
	 “Special Mandatory Redemption Date”
	  	 	2.11	  
	 “Special Mandatory Redemption Event”
	  	 	2.11	  
	 “Special Mandatory Redemption Notice Date”
	  	 	2.11	  
	 “Special Mandatory Redemption Price”
	  	 	2.11	  

 ARTICLE II 

DESIGNATION AND TERMS OF THE NOTES 

SECTION 2.01. Title and Aggregate Principal Amount. There is hereby created one Series of Notes designated: 7.000% Senior Notes Due
2025 in an initial aggregate principal amount of $750,000,000. 
 SECTION 2.02. Execution. The Notes may forthwith be executed by the
Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.04 of the Original Indenture. 

  
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 SECTION 2.03. Other Terms and Form of the Notes. The Notes shall have and be subject to
such other terms as provided in the Original Indenture and this Second Supplemental Indenture and shall be evidenced by one or more Global Notes in the form of Exhibit A hereof and as set forth in Section 2.07 hereof. 

SECTION 2.04. Further Issues. The Company may from time to time, without the consent of the Holders of the Notes and in accordance with
the Original Indenture and this Second Supplemental Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single
Series with the Notes. The Notes, any such further notes and any Exchange Notes shall be treated as a single class for all purposes under this Indenture; provided that if any such further notes are not fungible with the Notes for U.S. federal
income tax purposes, such further notes will have a separate CUSIP number, if applicable. Unless the context otherwise requires, all references to the Notes shall include any such further notes and any Exchange Notes. 

SECTION 2.05. Interest and Principal. The Notes will mature on May 15, 2025 and will bear interest at the rate of 7.000% per
annum. The Company will pay interest on the Notes on each May 15 and November 15, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), beginning on
November 15, 2015, to the Holders of record on the immediately preceding May 1 or November 1 (each a “Record Date”), respectively. Interest on the Notes shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Notes shall be made in Dollars, and the Notes shall be denominated in Dollars. 

SECTION 2.06. Place of Payment. The place of payment where the Notes issued in the form of Definitive Notes may be presented or
surrendered for payment, where the principal of and interest and any other payments due on the Notes issued in the form of Definitive Notes are payable and where the Notes may be surrendered for registration of transfer or exchange shall be the
office or agency of the Company maintained for that purpose pursuant to Section 2.05 of the Original Indenture, and the office or agency maintained by the Company for such purpose shall initially be the office of the Trustee. All payments on
Notes issued in the form of Global Notes shall be made by wire transfer of immediately available funds to the Depositary and, at the option of the Company, payment of interest on the Notes issued in the form of Definitive Notes may be made by check
mailed to registered Holders. 
 SECTION 2.07. Form and Dating. 

(a) General. The Notes will be substantially in the form of Exhibit A hereto. The terms and provisions contained in the Notes will
constitute, and are hereby 

  
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expressly made, a part of this Second Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding principal amount of the Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Article III hereof. 
 SECTION 2.08.
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream, in each case, as in effect from time to time, shall be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through
Euroclear or Clearstream. The Trustee shall have no duty, responsibility, liability or obligation with respect to any such procedures. 

SECTION 2.09. Depositary; Registrar. The Company hereby appoints DTC to act as initial Depositary with respect to the
Global Notes. The Company hereby appoints the Trustee to act as the Registrar and the Paying Agent with respect to the Notes. 

SECTION 2.10. Optional Redemption. 

(a) Except as set forth in Section 2.11, the Company shall not be entitled to redeem the Notes at its option prior to May 15, 2020.

 (b) On and after May 15, 2020, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
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 date of redemption (the


  
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“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: 
  

					
	 Date
	  	Percentage	 
	 2020
	  	 	103.500	% 
	 2021
	  	 	102.333	% 
	 2022
	  	 	101.167	% 
	 2023 and thereafter
	  	 	100.000	% 

 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 30 nor more than 60 days’ prior notice, given not more than 30 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. 
 (c) Any redemption made pursuant to this Section 2.10 shall be made in accordance
with Article III of the Original Indenture, except as expressly set forth in this Section 2.10. 
 SECTION 2.11. Special Mandatory
Redemption. If (1) the separation and distribution have not been completed on or before November 30, 2015, or (2) prior to November 30, 2015, DuPont has delivered to the Trustee and the Company an Officer’s Certificate
indicating that it has abandoned the separation and distribution (the earlier to occur of (1) or (2), the “Special Mandatory Redemption Event”), then the Company will, on the Special Mandatory Redemption Date (as defined
below), redeem all Notes that are Outstanding (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to (a) 100% of the initial issue price of the Notes if
the Special Mandatory Redemption Date is on or before August 15, 2015, or (b) 101% of the principal amount of the Notes if the Special Mandatory Redemption Date is after August 15, 2015, in each case plus accrued and unpaid interest
from the Original Issue Date to, but not including, the Special Mandatory Redemption Date (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date). 

“Special Mandatory Redemption Date” means the date that is 30 days after the Special Mandatory Redemption Notice Date. 

  
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 Notice of the Special Mandatory Redemption will be delivered electronically or mailed by the
Company no later than three Business Days following a Special Mandatory Redemption Event to each Holder of Notes at its registered address and the Trustee (such date of mailing, the “Special Mandatory Redemption Notice Date”). On or
prior to the Special Mandatory Redemption Date, the Company shall pay to the applicable Paying Agent for payment to each Holder of Notes the Special Mandatory Redemption Price for such Holder’s Notes. 

ARTICLE III 
 TRANSFER AND
EXCHANGE 
 SECTION 3.01. Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Notes shall be exchangeable pursuant to Section 2.08 of the Original Indenture for Definitive Notes if: 
 (a) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 90 days after the date of such notice from the Depositary; 
 (b) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 

(c) an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing and the Holders of a
majority in principal amount of the Notes have requested the Company to issue Definitive Notes. 
 Upon the occurrence of any of the
preceding events in (a), (b) or (c) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Company and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.09 and 2.11 of the Original Indenture. A Global Note may not be exchanged for another Note other than as provided in this Section 3.01; however, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 3.02 or 3.03 hereof. 
 SECTION 3.02. Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Second Supplemental Indenture and the Applicable Procedures. Beneficial interests in


  
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the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the
Global Notes also will require compliance with either subparagraph (a) or (b) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(a) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in
this Section 3.02(a). 
 (b) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 3.02(a) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to
be credited with such increase; or 
 (B) both: 

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 
 Upon consummation of an Exchange
Offer by the Company in accordance with Section 3.06 hereof, the requirements of this Section 3.02(b) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letters of Transmittal
delivered by the Holders of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or 

  
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exchange of beneficial interests in Global Notes contained in this Indenture and the Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to
Section 3.08 hereof. 
 (c) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 3.02(b) above and the Registrar
receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global
Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 
 (d)
Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 3.02(b)
above and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company or any of the Guarantors; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
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 and, in the case of clauses (D)(1) and (D)(2), an Opinion of Counsel stating that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of a Company Order in accordance with Section 2.04 of the Original Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 

SECTION 3.03. Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(a) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. Subject to the terms hereof, if any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

  
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 (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial interest is
being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c), 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 3.08 hereof, and the
Company shall execute and the Trustee, upon a Company Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 3.03 shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 3.03(a) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(b) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Subject to the terms hereof, a holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company or any of the Guarantors; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 

  
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 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in the case of clauses (D)(1) and (D)(2), an Opinion of Counsel stating that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(c) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to the terms hereof, if any holder of a
beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 3.02(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 3.08 hereof, and the Company will execute
and the Trustee, upon a Company Order, will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 3.03(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 3.03(c)
will not bear the Private Placement Legend. 

  
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 SECTION 3.04. Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(a) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. Subject to the terms of hereof, if any Holder of a
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such Restricted
Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of the applicable Global Note. 

(b) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a 

  
 17 








 
broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company or any of the
Guarantors; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement
in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in the case of clauses (D)(1) and (D)(2), an Opinion of Counsel stating that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this
Section 3.04(b), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(c) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (b) or (c) above at a time
when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.04 of the Original Indenture, the Trustee will authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

  
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 SECTION 3.05. Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request
by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 3.05, the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly
authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 3.05. 

(a) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made
pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(b) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof
for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company or any of the Guarantors; 
 (B) any
such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

  
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 (C) any such transfer is effected by a broker-dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in the case of clauses (D)(1) and (D)(2), an Opinion of Counsel stating that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(c) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof. 
 SECTION 3.06. Registered Exchange Offer. 

(a) Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt
of a Company Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
 (A) one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (1) they are not broker-dealers, (2) they are not participating in a distribution of the Exchange Notes and (3) they are not affiliates (as defined in Rule 144) of the Company or any of the Guarantors; and 

(B) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (1) they are not broker-dealers, (2) they are not participating in a distribution of the Exchange Notes and
(3) they are not affiliates (as defined in Rule 144) of the Company or any of the Guarantors. 

  
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 Concurrently with the issuance of such Exchange Notes, the Trustee will cause the aggregate principal amount of
the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee, upon a Company Order, will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount. 
 SECTION 3.07. Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Second Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Second Supplemental Indenture. 

(a) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 (1) For Notes sold
in reliance on Rule 144A and other Notes bearing the Private Placement Legend not sold in reliance on Regulation S: 
 “THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD, ASSIGNED,
PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE
HEREOF OR THEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS ACQUIRED SECURITIES, TO OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF DEBT SECURITIES OF THE SAME SERIES AS THIS SECURITY AND THE LAST DATE ON WHICH THE CHEMOURS
COMPANY (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THEREOF), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT


  
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REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT IS ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

 BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT (1) IT IS (A) A QUALIFIED INSTITUTIONAL
BUYER THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) A NON-U.S. PERSON THAT IS
ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND (2) IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE AND OTHER TRANSFER
RESTRICTION REFERRED TO ABOVE AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THAT SUCH PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED AS TO THE MATTERS IN CLAUSE (1) OF THIS SENTENCE AND THAT SUCH PURCHASER SHALL BE DEEMED
TO HAVE AGREED TO NOTIFY ITS SUBSEQUENT TRANSFEREES AS TO THE FOREGOING.” 
 (2) For Notes sold in reliance on
Regulation S: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS ACQUIRED SECURITIES, TO OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, PRIOR TO THE DATE (THE “RESALE 

  
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RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF DEBT SECURITIES WHICH THIS SECURITY IS A PART AND THE ISSUE DATE HEREOF, ONLY
(A) TO THE CHEMOURS COMPANY (THE “COMPANY”) OR ANY SUBSIDIARY OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT IS ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE
TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 
 BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT (1) IT IS (A) A QUALIFIED INSTITUTIONAL BUYER THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A OR (B) A NON-U.S. PERSON THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND (2) IT WILL NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE AND OTHER TRANSFER RESTRICTION REFERRED TO ABOVE AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THAT SUCH PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED AS TO THE MATTERS IN CLAUSE (1) OF
THIS SENTENCE AND THAT SUCH PURCHASER SHALL BE DEEMED TO HAVE AGREED TO NOTIFY ITS SUBSEQUENT TRANSFEREES AS TO THE FOREGOING.” 

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Sections 3.02(d), 3.03(b), 3.03(c),
3.04(b), 3.04(c), 3.05(b), 3.05(c) or 3.06 of this Article III (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

  
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 (b) Global Note Legend. Each Global Note will bear a legend in substantially the following
form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO ARTICLE III OF THE SECOND SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 SECTION 3.08. Cancellation and/or Adjustment of Global Notes. 

At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 of the Original Indenture. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of 

  
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the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

SECTION 3.09. General Provisions Relating to Transfers and Exchanges. 

(a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of a Company Order in accordance with Section 2.04 of the Original Indenture. 
 (b) No service charge will be made
to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06 and 9.04 of the Original Indenture). 

(c) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part. 
 (d) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange. 
 (e) The Company will not be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 30 days
before the day of any selection of Notes for redemption under Section 3.02 of the Original Indenture and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a Record Date
and the next succeeding Interest Payment Date. 
 (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name 

  
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any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Company shall be affected by notice to the contrary. 
 (g) The Trustee will authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.04 of the Original Indenture. 
 (h) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to Article III to effect a registration of transfer or exchange may be submitted by facsimile. 

(i) Each Holder agrees to indemnify the Company, the Registrar and the Trustee (acting in any capacity hereunder) against any liability that
may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
 ARTICLE IV 

LEGAL DEFEASANCE, COVENANT DEFEASANCE 

AND SATISFACTION AND DISCHARGE 

SECTION 4.01. Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge. Article VIII of the Original Indenture shall be
applicable to the Notes. 
 ARTICLE V 

COVENANTS 
 SECTION 5.01.
Special Interest. The Company will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. In the event the Company is required to pay Special Interest pursuant to
the Registration Rights Agreement, the Company will provide written notice to the Trustee of the Company’s obligation to pay Special Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount
of Special Interest to be paid by the Company. The Trustee shall not at any time be under any duty or responsibility to the Company, any Holders or any other Person to determine whether any such Special Interest is payable or the amount thereof. In
the absence of such written notice from the Company, the Trustee shall be entitled to assume that no Special Interest is due. 

  
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 ARTICLE VI 

MISCELLANEOUS 
 SECTION 6.01.
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 Second 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 6.02. Concerning the Trustee. The recitals contained
herein and in the 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 Second Supplemental Indenture or of the Notes. 
 SECTION 6.03. Multiple
Originals; Electronic Signatures. This Second 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 Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto
and may be used in lieu of the original Second 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 6.04. GOVERNING LAW. THIS SECOND 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 Second 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
	
	THE CHEMOURS COMPANY TT, LLC
		
	By:		 /s/ Mark E. Newman

			Name:		Mark E. Newman
			Title:		Senior Vice President and Chief Financial Officer
	
	INTERNATIONAL DIOXCIDE, INC.
		
	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









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

					Name:		Stephanie Roche
					Title:		Vice President









 EXHIBIT A 

[Face of Note] 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the 144A or Regulation S Private Placement Legend, if applicable
pursuant to the provisions of the Indenture] 
  
  

 
 CUSIP/ISIN
[            ] 
 7.000% Senior Notes Due 2025 

 

			
	No. [    ]		$[        ]

 THE CHEMOURS COMPANY promises to pay to
[                    ] or registered assigns, the principal sum of [            ] Dollars
on May 15, 2025 or such greater or lesser amount as may be indicated in Schedule A hereto. 
 Interest Payment Dates: May 15 and November 15

 Record Dates: May 1 and November 1 
 Additional
provisions of this Note are set forth on the other side of this Note. 

  
 A-1 








 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

			
	THE CHEMOURS COMPANY
		
	By:		  

			Name:
			Title:



  
 A-2 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This Note is one of the 7.000% Senior Notes Due 2025 referred to in the within-mentioned Indenture. 

Dated:                      

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	by		  

			Authorized Signatory


  
 A-3 








 [Reverse of Note] 

7.000% Senior Notes Due 2025 
 1.
Indenture 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 7.000% Senior Notes Due 2025
(herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Second Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be
issued under an indenture, dated as of May 12, 2015 (herein called the “Original Indenture”), as supplemented by a second supplemental indenture, dated as of May 12, 2015 (the “Second Supplemental
Indenture,” and together with the Original Indenture, the “Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Company’s subsidiaries signatory thereto or that
becomes a Guarantor pursuant to the terms of the 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”) and the other agents party thereto. Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. 

Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder
of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To the extent that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of
the Indenture shall govern. 
 2. Interest 

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above plus Special Interest, if any,
payable pursuant to the Registration Rights Agreement. The Company will pay interest semiannually on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, commencing
November 15, 2015. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 12, 2015. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. 
 3. Paying Agent and
Registrar 
 Initially the Trustee will act as paying agent and registrar. The Company may appoint and change any paying agent or
registrar without notice. The Company or any of its Subsidiaries may act as paying agent or registrar. 

  
 A-4 








 4. Defaults and Remedies; Waiver 

Article VI of the Original Indenture sets forth the Events of Default and related remedies applicable to the Notes. 

5. Amendment 
 Article IX of the Original
Indenture sets forth the terms by which the Notes and the Indenture may be amended. 
 6. Change of Control 

Section 4.13 of the Original Indenture sets forth the terms by which the Company will be required to make an offer to purchase the Notes
if a Change of Control occurs. 
 7. Obligations Absolute 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company,
which are absolute and unconditional, to pay the principal of and any premium and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed. 

8. Sinking Fund 
 The Notes will not have
the benefit of any sinking fund. 
 9. Denominations; Transfer; Exchange 

The Notes are issuable in registered form without coupons in denominations of $2,000 principal amount and any integral multiple of $1,000 in
excess thereof. When Notes are presented to the Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of the same Series, the Registrar shall register the transfer or make the exchange in the
manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06 and 9.04 of the Original Indenture). 

The Company and the Registrar shall not be required (a) to issue, register the transfer of or to exchange any Notes during a period
beginning at the opening of business 30 days before the day of any selection of Notes for redemption under Section 3.02 of the Original Indenture and ending at the close of business on the day of selection; (b) to register the transfer of
or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (c) to register the transfer of or to exchange a Note between a Record Date and the next succeeding
Interest Payment Date. 

  
 A-5 








 10. Further Issues 

The Company may from time to time, without the consent of the Holders of the Notes and in accordance with the Indenture, create and issue
further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single Series with the Notes. 

11. Optional Redemption 
 The Notes are
subject to redemption at the option of the Company, as described in Section 2.10 of the Second Supplemental Indenture. 
 12. Special Mandatory
Redemption 
 The Notes are subject to Special Mandatory Redemption, as described in Section 2.11 of the Second Supplemental
Indenture. 
 13. Persons Deemed Owners 

The ownership of Notes shall be proved by the register maintained by the Registrar. 

14. No Personal Liability of Directors, Officers, Employees and Stockholders 

No present, past or future director, officer, employee, member, partner, incorporator or equityholder of the Company, any Guarantor or any
Subsidiary of the Company or any of their respective direct or indirect parent companies (except for the Company or any Subsidiary in its capacity as obligor or guarantor in respect of the Notes and not in its capacity as equityholder of any
Subsidiary Guarantor) shall have any liability for any obligations of the Company or any of the Guarantors under the Notes, the Guarantees, this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.
Each Holder by accepting the Notes waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. 

15. Discharge and Defeasance 
 Subject to
certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if it deposits with the Trustee money and/or certain specified government securities for the
payment of principal of, premium, if any, and interest on the Notes to redemption or maturity, as the case may be. 
 16. Unclaimed Money 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if 

  
 A-6 








 
any, or interest has become due and payable shall be paid to the Company on its request or, if then held by the Company, shall be discharged from such trust. Thereafter the Holder of such Note
shall look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

17. Trustee Dealings with the Company 

Subject to certain limitations imposed by the TIA, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may do the same with like rights. 

18. Abbreviations 
 Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act). 
 19. CUSIP Numbers 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and have directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 19. Additional Rights of Holders 

In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have
all the rights set forth in the Registration Rights Agreement dated as of May 12, 2015, among the Company, the Guarantors and the Initial Purchasers named therein. 

  
 A-7 








 20. Governing Law 

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

The Company will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture and/or the Registration
Rights Agreement. 

  
 A-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to		  

			(Insert assignee’s legal name)

  
  

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

 
  
  

 
  
  

 
  
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

  

			
	Date:		 

  

			
	Your Signature:		  

			(Sign exactly as your name appears on the face of this Note)


 Signature Guarantee*: 
  

 

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-9 








 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Original Indenture, check the
appropriate box below: 
  

					
	 ̈ Section 4.10		 ̈ Section 4.13		

 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.13
of the Original Indenture, state the amount you elect to have purchased: 

$             

Date:                      

 

					
	Your Signature:		  
		
			(Sign exactly as your name appears on the face of this Note)		

  

			
	Tax Identification No.:		  



  

			
	Signature Guarantee*:		  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-10 








 Schedule A 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of decrease in
Principal Amount of
this Global Note	  	Amount of increase
in Principal Amount
of this Global Note	  	Principal Amount
of this Global Note
following such
decrease or increase	  	Signature of
authorized signatory
of Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in Global Form. 


  
 A-11 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 The Chemours
Company 
 1007 Market Street 
 Wilmington, Delaware 19898 

Attention: General Counsel 
 U.S. Bank National Association 

Corporate Trust Services 
 Registered Transfers 

West Side Flats South-2nd N 
 Mail Code: EP-MN-WS2N 

60 Livingston Ave 
 Saint Paul, Minnesota 55107 

 

	Re:	The Chemours Company Senior Notes 

 7.000% Senior Notes Due 2025 

Reference is hereby made to the Indenture, dated as of May 12, 2015 (the “Original Indenture”), as supplemented by a second
supplemental indenture, dated as of May 12, 2015 (the “Second Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), as further amended from time to time, between, inter
alios, The Chemours Company (the “Company”), and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                     (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $          in such Note[s] or interests (the
“Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a
Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which 

  
 B-1 








 
such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 

2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global
Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed
and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes
and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act; 
 or 

(b)  ̈ such Transfer is being effected to Holdings or a Subsidiary thereof; 

or 
 (c)  ̈ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

  
 B-2 








 4.  ̈ Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) 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. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) 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. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any State of the United States and (ii) 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. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

  
 B-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

  

	
	  

	[Insert Name of Transferor]

  

			
	By:		  

			Name:
			Title:

 Dated: 

  
 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)]

  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP            ), or 


 

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or 


 

	 	(b)	 ̈ a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP             ), or 


 

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or 


 

	 	(iii)	 ̈ Unrestricted Global Note (CUSIP             ); or 


 

	 	(b)	 ̈ a Restricted Definitive Note; or 

  

	 	(c)	 ̈ an Unrestricted Definitive Note, 

 in accordance with the
terms of the Indenture. 

  
 B-5 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 The Chemours
Company 
 1007 Market Street 
 Wilmington, Delaware 19898 

Attention: General Counsel 
 U.S. Bank National Association 

Corporate Trust Services 
 Registered Transfers 

West Side Flats South-2nd N 
 Mail Code: EP-MN-WS2N 

60 Livingston Ave 
 Saint Paul, Minnesota 55107 

Re: The Chemours Company Senior Notes 

7.000% Senior Notes Due 2025 

Reference is hereby made to the Indenture, dated as of May 12, 2015 (the “Original Indenture”), as supplemented by a second
supplemental indenture, dated as of May 12, 2015 (the “Second Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), as further amended from time to time, between, inter
alios, The Chemours Company (the “Company”), and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                     (the “Owner”) owns
and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with
the Exchange, the Owner hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note 
 (a)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a 

  
 C-1 








 
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. 

(b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Restricted Global Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States. 
 (c)  ̈ Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, 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 Restricted Definitive Notes and pursuant to
and in accordance with 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 is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note 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
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain


  
 C-2 








 
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes 
 (a)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global
Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company. 
  

	
	  

	[Insert Name of Transferor]

  

			
	By:		  

			Name:
			Title:

 Dated 

  
 C-3