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HomeMy WebLinkAboutDEQ-CFW_00072073As filed with the U.S. Securities and Exchange Commission on April 21, 2015 File No. 001-36794 UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 COMMISSION AMENDMENT NO.2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Chemours Company, LLC (Exact name of registrant as specifie m its charter) Delaware 46-5484808 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1007 Market Street, Wilmington, Delaware 19898 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302) 774-1000 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered Common Stock, par value $0.01 per share Name of each exchange on which each class is to be registered New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non - accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ❑ Non -accelerated filer ❑X (Do not check if a smaller reporting company) Accelerated filer ❑ Smaller reporting company ❑ DEQ-CFW 00072073 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. The Chemours Company, LLC By: /s/ Nigel Pond Name: Nigel Pond Title: Vice President Date: April 21, 2015 DEQ-CFW 00072074 EXHIBIT INDEX Exhibit Number Exhibit Description 2.1 Form of Separation Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company. 3.1 Form of Certificate of Incorporation of The Chemours Company. 3.2 Form of By -Laws of The Chemours Company. * 10.1 Form of Transition Services Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company. 10.2 Form of Tax Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company. 10.3 Form of Employee Matters Agreement by and between E. 1. du Pont de Nemours and Company and The Chemours Company. 10.4 Amended and Restated Intellectual Property Cross -License Agreement by and among E. I. du Pont de Nemours and Company, The Chemours Company FC, LLC and The Chemours Company TT, LLC. 10.5 Offer of Employment Letter between Mark E. Newman and E.1. du Pont de Nemours and Company, dated October 14, 2014. 10.6 Offer of Employment Letter between Elizabeth Albright and E. I. du Pont de Nemours and Company, dated September 25, 2014. 21.1 Subsidiaries of The Chemours Company. 99.1 Information Statement of The Chemours Company, preliminary and subject to completion, dated April 21, 2015. * To be filed by amendment. DEQ-CFW 00072075 SEPARATION AGREEMENT by and between E. I. DU PONT DE NEMOURS AND COMPANY and THE CHEMOURS COMPANY Dated as of [•], 2015 Exhibit 2.1 DEQ-CFW 00072076 SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement"), dated as of [•], 2015, is entered into by and between E. I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, and The Chemours Company ("Chemours"), a Delaware corporation and a wholly owned subsidiary of DuPont. "Party" or "Parties" means DuPont or Chemours, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1. WITNESSETH: WHEREAS, DuPont, acting through its direct and indirect Subsidiaries, currently conducts the DuPont Retained Business and the Chemours Business; WHEREAS, the Board of Directors of DuPont (the "Board") has determined that it is appropriate, desirable and in the best interests of DuPont and its stockholders to separate DuPont into two separate, publicly traded companies, one for each of (i) the DuPont Retained Business, which shall be owned and conducted, directly or indirectly, by DuPont and its Subsidiaries and (ii) the Chemours Business, which shall be owned and conducted, directly or indirectly, by Chemours and its Subsidiaries; WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable and in the best interests of DuPont and its stockholders for DuPont to undertake the Internal Reorganization and, in connection therewith, effect the Contribution to Chemours which, in exchange therefor, Chemours shall (i) issue to DuPont shares of Chemours Common Stock and certain Indebtedness incurred by Chemours in connection with the Chemours Financing Arrangements that qualifies as "securities" for the purposes of Section 361 of the Code, (the "Debt -for -Debt Indebtedness") and (ii) agree to pay DuPont the Chemours Financing Cash Distribution (as defined herein); WHEREAS, following the Contribution, DuPont shall transfer the Debt -for -Debt Indebtedness to certain Persons (the "Debt -for - Debt Exchange Parties") in exchange for certain debt obligations of DuPont held by the Debt -for -Debt Exchange Parties as principals for their own account (the "Debt -for -Debt Exchange'); WHEREAS, following the Debt -for -Debt Exchange, the Debt -for -Debt Exchange Parties shall sell the Debt -for -Debt Indebtedness and Chemours shall sell the applicable Indebtedness incurred in the Chemours Financing Arrangements (other than the Debt -for -Debt Indebtedness); WHEREAS, following the completion of the Internal Reorganization, the Debt -for -Debt Exchange, and the Chemours Financing Cash Distribution, DuPont shall cause the Distribution Agent to issue pro rata to the Record Holders pursuant to the Distribution Ratio, all of the issued and outstanding shares of Chemours Common Stock (such issuance, the "Distribution") on the terms and conditions set forth in this Agreement; DEQ-CFW 00072077 Or WHEREAS, (i) the Board has (x) determined that the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements (as defined below) have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of DuPont and its stockholders and (y) approved this Agreement and each of the Ancillary Agreements and (ii) the board of directors of Chemours has approved this Agreement and each of the Ancillary Agreements (to the extent Chemours is a party thereto); WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Distribution and certain other agreements relating to the relationship of DuPont and Chemours and their respective Subsidiaries following the Distribution; WHEREAS, DuPont has received a private letter ruling from the U.S. Internal Revenue Service substantially to the effect that, among other things, the Contribution and the Distribution, taken together, will, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a transaction that is tax-free for U.S, federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, it is the intention of the Parties that the Contribution and the Distribution, taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code; and WHEREAS, this Agreement is intended to be a "plan of reorganization' within the meaning of Treas. Reg. Section 1.368-2(g). NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings: (1) "Action' shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal. (2) "Affiliate" shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, "control", when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or DEQ-CFW 00072078 any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof. ARTICLE II THE SEPARATION Section 2.1 General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which may have already been implemented prior to the date hereof, including the completion of the Internal Reorganization. Section 2.2 Restructuring: Transfer of Assets; Assumption of Liabilities. (a) Internal Reorganization. Prior to the Effective Time, except for the Transfers set forth on Schedule 2.2(a), the Parties shall complete the Internal Reorganization. (b) Transfer of Assets. At or prior to the Distribution (it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution: (i) DuPont shall, and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed ("Transfer') to (A) the respective DuPont Asset Transferees, all of the applicable Asset Transferors' right, title and interest in and to the DuPont Retained Assets and (B) Chemours and/or the respective Chemours Asset Transferees, all of its and the applicable Asset Transferors' right, title and interest in and to the Chemours Assets, and the applicable DuPont Asset Transferees and Chemours Asset Transferees shall accept from DuPont and the applicable members of the DuPont Group, all of DuPont's and the other members' of the DuPont Group's respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5(a). Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b). 28 DEQ-CFW 00072079 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. E. I. DU PONT DE NEMOURS AND COMPANY By: /s/ Name: Title: THE CHEMOURS COMPANY By: /s/ Name: Title: 85 DEQ-CFW 00072080 harmed if our trade secrets are not maintained in confidence. In our Titanium Technologies intellectual property portfolio, we consider our trademark Ti-Pure© to be a valuable asset and have registered this trademark in a number of countries. Our Fluoroproducts segment is the technology leader in the markets in which it participates. We have one of the largest patent portfolios in the fluorine derivatives industry. In our Fluoroproducts intellectual property portfolio, we consider our SuvaO, ISCEONO, Freon®, Opteon@, Teflon®, Tefzel®, VitonO, KrytoxO, Formacel®, Dymele, FM 2000, Nafion® and Capstone®, trademarks to be valuable assets. Our Chemical Solutions segment is a manufacturing and application development technology leader in a majority of the markets in which it participates. In our Chemical Solutions intellectual property portfolio, we consider our Virkon® and Oxone® trademarks to be valuable assets. Trade secrets are one of the key elements of our intellectual property security in Chemical Solutions as most of the segment's manufacturing and application development technologies are no longer under patent coverage. Please also see the section entitled "Our Relationship with DuPont Following the Distribution" for a description of the material terms of the intellectual property license arrangements that we intend to enter into with DuPont prior to the consummation of the separation and distribution. Chemours Production Facilities and Technical Centers Our corporate headquarters are in [01, [01, and we will maintain a global network of production facilities and technical centers located in cost-effective and strategic locations. We will also use contract manufacturing and joint venture partners in order to provide regional access or to lower manufacturing costs as appropriate. The following chart lists our production facilities: Titanium Technologies North America • Edge Moor, DE • DeLisle, MS • New Johnsonville, TN • Starke, FL (Mine) Production Facilities Fluoroproducts • El Dorado, ART • Elkton, MDT • Louisville, KY • Fayetteville, NC • Deepwater, NJ • Corpus Christi, TX • LaPorte, TX(2) • Washington, WV • Maitland, Canada Cheuucal Solutions • Red Lion, DEG) • Wurtland, KY • Burnside, LA • Morses Mill, NJ(') • Niagara, NY • Fort Hill, OH • N. Kingstown, RIM • Memphis, TN • Beaumont, TX • Borderland, TXG) • James River, VA • Mechelen, Sudbury, UK Belgium • Villers St. Paul, France(D • Dordrecht, Netherlands • Malmo, Sweden Latin America • Altamira, Mexico • Barra Mansa, Brazil(2) 99 Shared Locations • Pascagoula, MS (Chemical Solutions and Fluoroproduets)(3) • Belle, WV (Chemical Solutions and Fluoroproducts)(3) DEQ-CFW 00072081 Production Facilities Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations Asia Pacific Kuan Yin, • Changshu, China Taiwan . Chiba, Japan (Joint Venture) • Shimizu, Japan (Joint Venture) (1) Leased from third party. (2) Leased from DuPont. (3) Shared facility between the Chemical Solutions and Fluoroproducts segments. We have technical centers and R&D facilities located at number of our production facilities. We also maintain standalone technical centers to serve our customers and provide technical support. The following chart lists our standalone technical centers: Technical Centers Region Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations North America Akron, OHS'-} Wilmington, DE (All Segments)('--),(3) EMEA • Moscow, Russia(II • Mantes, France(O • Meyrin, Switzerland(2) Latin America • Paulinia, Brazil(2) • Mexico City, Mexico(') Asia Pacific • Utsonomyia, Japan(�) (1) Leased from third party. (2) Leased from DuPont. (3) There are two facilities in this location. • Shanghai, China(2) (All Segments) Chemours' plants and equipment are maintained and in good operating condition. Chemours believes it has sufficient production capacity for its primary products to meet demand in 2015..Properties are primarily owned by Chemours; however, certain properties are leased. No title examination of the properties has been made for the purpose of this report and certain properties are shared with other tenants under long-term leases. Chemours recognizes that the security and safety of its operations are critical to its employees, community, and to the future of Chemours. Physical security measures have been combined with process safety measures (including the use of inherently safer technology), administrative procedures and emergency response preparedness into an integrated security plan. Prior to the separation, DuPont conducted vulnerability assessments at operating facilities in the U.S. and high priority sites worldwide and identified and implemented appropriate measures to protect these facilities from physical and cyber-attacks. Chemours intends to conduct similar vulnerability assessments periodically post -separation. Chemours is partnering with carriers, including railroad, shipping and trucking companies, to secure chemicals in transit. Chemours Employees We have approximately 9,000 employees, approximately 32 percent of whom are represented by unions. Management believes its relations with its employees to be good. 100 DEQ-CFW 00072082 go 7487874/8 FtF cF—NE0 DENR-FP`(�TE�ELE REGIONAI.OFEICE This certifies that PIN 6/J"sa� is free of any delinquent ad valorem tax liens charged to the Bladen County Tax Collector but does not certify th theldeed de )tion atches this PIN t�s - A Collection Agent Signature Date NC(;S 161 31 FILED BLADEN COUNTY BEVERLY T. PARKS REGISTER OF DEEDS FILED Jan 30, 2015 AT 08:49:57 am BOOK 00729 START PAGE 0461 END PAGE 0468 INSTRUMENT # 00222 NORTH CAROLINA SPECIAL WARRANTY DEED Excise Tax - $0.00 Recording time, Book and Tract No. Page Tract 1 Tract 3 Parcel Identifier No. Tract 4 0440-12-4562 (Cumberland) Tract 4 0440-52-2431 (Cumberland) 0440-70-6707 (Cumberland) 034900751613 (Bladen) Prepared by and return to: Mayleng S. Watson McGuire Woods LLP 201 N. Tryon St., Ste. 300 Charlotte, NC 28202 Brief description for the Index: 2,093.82 acres, more or less in Cumberland and Bladen Counties, North Carolina 10.57 acres, more or less in Cumberland County, North Carolina THIS DEED, made this 23rd day of January, 2015, BY AND BETWEEN GRANTOR E. I. DU PONT DE NEMOURS AND COMPANY, a Delaware corporation 1007 Market Street Wilmington, Delaware 19898 GRANTEE THE CHEMOURS COMPANY FC, LLC, a Delaware limited liability company Du Pont Corporate Real Estate CRP 730/31152 974 Centre Road P.O. Box 2915 Wilmington, Delaware 19805 DEQ-CFW 00072083 7487874/8 BK:00729 PG:0462 The designation GRANTOR and GRANTEE as used herein shall include said parties, their successors and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the GRANTOR, for no or nominal consideration paid by the GRANTEE, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell, convey, and donate unto the GRANTEE in fee simple, ALL of GRANTOR's interest in and to that certain lot or parcel of land, with the improvements thereon (collectively, the "Property"), situated in Cumberland and Bladen Counties, North Carolina and more particularly described on Exhibit "A" attached hereto and made a part hereof. TOGETHER with all and singular the property, buildings, improvements, ways, streets, alleys, driveways, passages, waters, water -courses, rights, riparian grants and rights, liberties, privileges, hereditaments and appurtenances whatsoever thereunto belonging or in any wise appertaining, and the reversions and remainders, rents, issues, and profits thereof; and all the estate, rights, title, interest, property, claim and demand whatsoever of it, the said Grantor, as well at law as in equity or otherwise, howsoever, of, in, and to the same and every part thereof. A map showing the above -described property is recorded in Map/Cabinet 35, Page 59; Map/Cabinet 36, Page 50, Map/Cabinet 95 Page 191-193, Cumberland County Registry; Map/Cabinet 9, Page 32, Map/Cabinet 9, Page 57, Map/Cabinet A148, Pages 1488-1491, Bladen County Registry. All or a portion of the Property herein conveyed does not include the primary residence of Grantor. TO HAVE AND TO HOLD the Property, in fee simple, and all privileges and appurtenances thereto belonging to the Grantee. And the GRANTOR covenants with the GRANTEE, that GRANTOR has done nothing to impair such title as GRANTOR received, and GRANTOR will warrant and defend the title against the lawful claims of all persons claiming by, under or through GRANTOR, except for the exceptions hereinafter stated. Title to the Property is subject to ad valorem taxes for the lien of all taxes for the year 2014 and thereafter not yet due or payable. UNDER AND SUBJECT to all matters of record and any state of facts that is apparent or disclosed by a survey of the property. ALSO UNDER AND SUBJECT to the condition and restriction that that in no event shall the Property be used as a day care or child care facility or for residential purposes, or in violation of any environmental law. -2- DEQ-CFW 00072084 K= 7487874/8 BK:00729 PG:0463 SUBJECT TO ALL matters of record and any matters not of record, including but not limited to leases, covenants, conditions, restrictions, plans and easements with respect to the property described herein, this reference to which shall not be construed to re -impose any such covenants, conditions, restrictions, plans and easements which have otherwise lapsed, expired or have otherwise been terminated in accordance with their terms or otherwise, as applicable. Reserving, however, unto the Grantor and its successors and assigns, the right, exercisable on reasonable notice to the Grantee, to re-enter upon the hereinabove described lands and premises as may be required to perform and discharge legally binding obligations to third parties and/or authorities having jurisdiction. (Signature on following page) -3- DEQ-CFW 00072085 ti B K: 00729 P G: 0464 IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly authorized officer and its seal to be hereunto affixed by authority of its Board of Directors, the day and year first above written. liwt� � 4 �.✓/ Attest By: AVM OW L. , `JCMWZI'f� Print Name Title: - CAMP. `�—C•. STATE OF DELAWARE : : SS. NEW CASTLE COUNTY: E. I. DU PONT DE NEMOURS AND COMPANY By: 6%462=U44 (SEAL) Name: Karen Fletcher Title: Vice President, du Pont E Facilities Services & Real Estate & Chio �e� Ting,1 [CORPORATE SEAL] 1802 .0 •O SEAL t1 it I certify that the following person personally appeared before me on January 23rd, 2015 and acknowledged to me that he signed the foregoing document: Karen Fletcher, Vice President, du Pont Engineering, Facilities Services & Real Estate & Chief Engineer of E. I. du Pont de Nemours and Company, a Delaware corporation. (:� Not ry Pub is Name: 7487874/8 My commission expires: LOIS A. SMITH NOTARY -PUBLIC STATE OF DELAWARE• My wmiW slon eyolms July 18, 2015 -4- DEQ-CFW 00072086 BK:00729 PG:0465 The foregoing Certificate(s) of is/are certified to be correct. This instrument and this certificate are duly registered at the date and time and in the Book and Page shown on the first page hereof. REGISTER OF DEEDS FOR CUMBERLAND COUNTY By: Deputy/Assistant—Register of Deeds 7487874/8 -5- DEQ-CFW 00072087 BK:00729 PG:0466 EXHIBIT A LejZal Description FAYETTEVILLE WORKS MAIN SITE DESCRIPTION Tract 1 All of that piece, parcel or tract of land lying or situate in Cumberland County, North Carolina and being more particularly described as follows: Commencing at a concrete right of way monument on the east right of way line of NC Highway 87, having NC Grid Coordinates N=402727.67', E=2045199.49', thence N88-10-19W for 3127.32' to a found iron pipe and the Point of Beginning; thence S56-19-56W for 1252.30 feet to a point in a pond; thence N l0-00-48E for 850.36 feet to a found iron pin, passing a set iron pin at 97.51 feet; thence N87-26-48E for 826.50 feet to a found iron pipe, thence 520-53-46 E for 192.65 feet to the Point of Beginning. Containing 10.57 acres, more or less Composite Description of Tract 3 and 4 All of that piece, parcel or tract of land lying or situate in Bladen and Cumberland Counties, North Carolina and being more particularly described as follows: Beginning at a concrete right of way monument on the east right of way line of NC Highway 87, having NC Grid Coordinates N=402727.67', E=2045199.49; thence N52-02-1 OE for 309.70 feet to a concrete monument; thence 569-55- 43E for 140.29 feet to a concrete monument on the common tine with the North Carolina Coastal Land Trust line as recorded in Deed Book 4787 at page 497 of the Cumberland County, North Carolina Registry; thence with said common line the following three (3) courses to wit: 1) 531-08-52E for 2325.80 feet to an iron pin; 2) N76-44-32E for 636.68 feet to a concrete monument; 3) N20-07-44W for 981.87 feet to a point in the center of Willis Creek; thence following the centerline of Willis Creek the following seventy-two (72) calls to -wit: 1) N73-14-05E for 63.85 feet; 2) 588-05-55E for 86.79 feet; 3) S67-05-55E for 111.04 feet; 4) S78-33-55E for 41.20 feet; 5) N79-10-05E for 24.08 feet; 6) N76-14-05E for 115.18 feet; 7) N60-52-05E for 91.37 feet; 8) N37-47-05E for 86.12 feet; 9) N27-14-05E for 85.64 feet; 10) N33-23-05E for 98.82 feet; 11) N08-24-55W for 126.29 feet; 12) N06-22-05E for 57.76 feet; 13) N31-34-05E for 46.63 feet; 14) N66- 50-05E for 72.91 feet; 15) 572-58-55E for 43.31 feet; 16) 559-26-55E for 72.48 feet; 17) 564-21-55E for 81.87 feet; 18) S85-54-55E for 71.22 feet; 19) N29-37-05E for 63.98 feet; 20) N80-49-05E for 35.74 feet; 21) S79-57-55E for 93.85 feet; 22) S41-24-55E for 94.22 feet; 23) 574-30-55E for 64.75 feet; 24) S74-30-55E for 182.83 feet; 25) S66-33-55E for 117.82 feet; 26) N89-18-05E for 114.20 feet; 27) 543-41-55E for 87.54 feet; 28) 544-42-55E for 83.09 feet; 29) 566-44- 55E for 75.45 feet; 30) N34-22-05E for 181.59 feet; 31) N06-04-05E for 135.25 feet; 32) N08-27-05E for 53.89 feet; 33) N57-04-05E for 71.10 feet; 34) N67-16-05E for 57.32 feet; 35) N73-59-05E for 102.66 feet; 36) S56-14-55E for 198.99 feet; 37) N76-15-05E for 44.31 feet; 38) N45-53-05E for 288.10 feet; 39) 558-35-55E for 84.54 feet; 40) S12-23-05W for 42.12 feet; 41) S12-28-55E for 142.02 feet; 42) 502-39-05W for 69.72 feet; 43) 530-04-05W for 86.93 feet; 44) 538- 47-05W for 103.73 feet; 45) 510-09-55E for 32.56 feet; 46) S38-00-55E for 109.09 feet; 47) S34-54-05W for 68.03 feet; 48) 510-04-55E for 71.12 feet; 49) 580-19-55E for 52.25 feet; 50) N66-10-05E for 25.61 feet; 51) N11-06-05E for 7487874/8 -6- DEQ-CFW 00072088 BK:00729 PG:0467 75.05 feet; 52) N52-02-05E for 60.50 feet; 53) N80-32-05E for 26.00 feet; 54) S17-01-55E for 32.24 feet; 55) 552-52- 55E for 132.00 feet; 56) N57-09-05E for 83.50 feet; 57) S74-59-55E for 136.40 feet; 58) N79-00-05E for 141.30 feet; 59) N34-22-05E for 136.67 feet; 60) N74-15-OSE for 130.30 feet; 61) S59-49-55E for 53.90 feet; 62) S17-49-55E for 95.38 feet; 63) N77-52-05E for 240.43 feet; 64) S20-59-55E for 139.84 feet; 65) S67-02-55E for 164.58 feet; 66) N89- 40-05E for 218.05 feet; 67) S49-06-55E for 84.01 feet; 68) S06-16-05W for 143.06 feet; 69) S32-16-55E for 280.49 feet; 70) S20-49-05 W for 136.54 feet; 71) S03-32-05 W for 220.40 feet; 72) N66-22-21 E for 494.87 feet to an iron pin along the bank of the Cape Fear River; thence along the western bank of the Cape Fear River the following six courses to - wit: 1) SOO-18-22E for 724.77 feet to an iron pin; 2) SI8-07-22E for 533.36 feet to an iron pin; 3) S21-43-22E for 1345.33 feet to an iron pin; 4) SIO-12-22E for 897.65 feet to an iron pin; 5) S06-45-22E for 1236.75 feet to an iron pin; 6) 504-39-22E for 1215.79 feet to a point on the west bank of the Cape Fear River; thence leaving said west bank with the common line of United States Government property as recorded in Deed Book 95 at page 168 of the Bladen County, North Carolina Registry the following two (2) courses to wit: 1) S47-39-38W for 882.00 feet to a concrete monument, passing an iron pin at 15.29 feet; 2) S05-45-29E for 609.05 feet to an iron pin at the common corner with the North Carolina Coastal Land Trust as recorded in Deed Book 400 at page 537 in the Bladen County, North Carolina Registry; thence with said common line the following fifty-two (52) courses to wit: 1) S05-52-58E for 411.82 feet to an iron pin; 2) S05-39-3 I E for 1645.99 feet to an iron pin; 3) S05-22-50E for 1289.36 feet to an iron pin; 4) S03-33-38W for 265.97 feet to an iron pin; 5) S13-28-22W for 230.94 feet to an iron pin; 6) S24-41-36W for 342.03 feet to an iron pin; 7) 537-13- 54W for 326.43 feet to an iron pin; 8) S50-56-45W for 343.74 feet to an iron pin; 9) S62-06-19W for 246.76 feet to an iron pin; 10) S72-50-12W for 268.74 feet to an iron pin; 11) S82-49-54W for 283.34 feet to a concrete monument; 12) N87-48-22W for 890.86 feet to an iron pin; 13) N10-49-30W for 90.77 feet to an iron pin; 14) N15-43-12W for 63.26 feet to an iron pin; 15) N19-05-48W for 98.42 feet to an iron pin; 16) N22-19-34W for 98.61 feet to an iron pin; 17) N24-53- 16W for 98.74 feet to an iron pin; 18) N27-36-17W for 99.15 feet to an iron pin; 19) N28-32-55W for 28.20 feet to an iron pin; 20) N29-51-20W for 222.39 feet to an iron pill; 21) N30-12-48W for 717.53 feet to an iron pin; 22) S68-46-41 W for 400.93 feet to an iron pin; 23) N31-31-24W for 819.09 feet to an iron pin; 24) S82-31-24W for 271.79 feet to an iron pin; 25) N85-54-15W for.310.47 feet to an iron pin; 26) S86-38-13 W for 268.70 feet to an iron pin; 27) N31-14-37W for 496.12 feet to an iron pin; 28) S54-23-35W for 295.48 feet to an iron pin; 29) N58-35-17W for 357.14 feet to an iron pin; 30) S66-17-06W for 90.47 feet to an iron pin; 31) N40-08-15W for 403.73 feet to an iron pin; 32) S60-53-35W for 219.71 feet to an iron pin; 33) N64-26-58W for 276.79 feet to an iron pin; 34) N53-59-13W for 325.01 feet to an iron pin; 35) N35-04-37W for 473.50 feet to an iron pin; 36) S64-59-26W for 119.07 feet to an iron pin; 37) N61-09-44W for 389.46 feet to an iron pin; 38) N71-55-55W for 94.55 feet to an iron pin; 39) N51-06-53W for 464.09 feet to an iron pin; 40) N77-24-37W for 140.40 feet to an iron pin; 41) N42-43-OOW for 216.92 feet to an iron pin; 42) N43-16-24W for 548.57 feet to an iron pin; 43) N29-36-33 W for 358.46 feet to an iron pin; 44) S72-17-38W for 110.63 feet to an iron pin; 45) N08-04-33 W for 302.44 feet to an iron pin; 46) N13-43-08W for 409.55 feet to an iron pin; 47) N18-03-23W for 256.67 feet to an iron pin; 48) N53-39-47W for 268.16 feet to an iron pin; 49) N62-40-49W for 137.83 feet to an iron pin; 50) N46-25-43E for 36.90 feet to an iron pin; 51) N41-43-59W for 55.79 feet to an iron pin; 52) S80-34-54W for 261.00 feet to a concrete monument on the west right of way line of NC Highway 87; thence along said west right of way line the following fifteen (15) courses to wit: 1) along the are of a curve to the right having a radius of 3245.40 feet, an arc length of 1291.15 feet and being subtended by a chord bearing NO3-17-47W for 1282.65 feet to a concrete monument; 2) N05- 27-55E for 383.19 feet to a concrete monument; 3) N05-16-54E for 103.31 feet to a concrete monument; 4) N12-47-57E for 1075.02 feet to a concrete monument; 5) N23-25-54E for 496.57 feet to a concrete monument; 6) N27-55-22E for 250.32 feet to a concrete monument; 7) N64-30-12E for 155.71 feet to a concrete monument; 8) N89-35-52E for 128.91 feet to a concrete monument; 9) N05-20-03 W for 59.83 feet to a concrete monument; 10) S87-42-51 W for 71.91 feet to a concrete monument; 11) N62-21-05W for 126.98 feet to a concrete monument; 12) N23-14-12E for 450.36 feet to a 7487874/8 -7- DEQ-CFW 00072089 BK:00729 PG:0468 concrete monument; 13) N27-31-05E for 399.00 feet to a concrete monument; 14) N22-28-33E for 1697.29 feet to a point; 15) along the are of a curve to the left having a radius of 7865.97 feet, an are length of 1595.30 feet and being subtended by a chord bearing N13-56-15E for 1592.57 feet to the point of beginning. Containing 2,093.82 acres, more or less. 7487874/8 -8- DEQ-CFW 00072090 DIVISION AIR QUALITY CHECK CONTROL LOG DATE RECEIVED CHECK NUMBER CHECK DATE CASH/CHECK AMOUNT DEPOSIT NAME FACILITY / AGENCY / VENDOR FORWARDED TO FORWARD DATE 10::45 am 06-22-15 3000001298 04-16-15 $ 60.00 $ 60.00 The Chemours Company FC, LLC Chemours- r - The Chemo rc a n%, <, 0-4 46810 ._,JF Fluoroprodu _- chemours.com 22828NC ighway87�V Fayetteville, C 28306,7332 No\/ 5 CERTIFIED MAIL ARTICLE NUMBER 7002 0860 0006 9104 7620 RETURN RECEIPT REQUESTED October 29, 2015 Ms. Sheila Holman, Director NCDENR — Division of Air Quality 1641 Mail Service Center Raleigh, NC 27699-1641 Subject: Notice of RCRA Hazardous Waste Management Permit Class 1 Modification Revision to RCRA Part B Permit Application — Section D Chemours Company — Fayetteville Works Permit No. NCD 047 368 642 Dear Ms. Holman: Pursuant to 40 CFR 270.42(a)(1)(ii), the permittee of a RCRA Hazardous Waste Management Permit must send a notice of a Class 1 modification to all persons on the facility mailing list, and to the appropriate units of State and local government. This notification must be mad64vithin 90 calendar days after the change is put into effect. The Chemours Company — Fayetteville Works ("Chemours"), located in Bladen County, North Carolina, has implemented a Class 1 modification of its RCRA Hazardous Waste Management Permit, and as such is sending you this notice as required by § 270.42(a)(1)(ii). The subject modification was the replacement of the Waste DMSO Storage Tank's secondary containment coating from Plasite 5602 to a coating system of Derakane® 510 C-350 epoxy vinyl ester resin and Ceilcote® 242 Flakeline. DEQ-CFW 00072092 Ms. Sheila Holman, Director NCDENR — Division of Air Quality October 29, 2015 Page 2 of 2 The physical modification of the secondary containment's coating was completed on October 12, 2015. Since the two coating are functionally equivalent, this permit change qualified as a Class 1 modification per section (A)(3) of Appendix I to 40 CFR 270.42. If you have any questions about this notice, please contact me at (910) 678-1155. Michael E. Johnson, PE Environmental Manager DEQ-CFW 00072093