EX-10.2



 Exhibit 10.2 

AMENDMENT NO. 1 

AMENDMENT NO. 1, dated as of August 26, 2015 (this “Amendment”), to the Term Loan Agreement, dated as of
October 10, 2014 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the
“Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as each such term is defined
in the Term Loan Agreement), and each lender and issuing bank from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). 

WHEREAS, the Company has requested certain changes to the Term Loan Agreement as described herein (the “Proposed
Amendments”); 
 WHEREAS, Section 9.01 of the Term Loan Agreement provides that the Company and the Required Lenders
may amend the Loan Documents; 
 WHEREAS, the Lenders party hereto have agreed to approve the Proposed Amendments; and 

WHEREAS, in order to effect the foregoing, the Company and the other parties hereto desire to amend the Term Loan Agreement, subject to the
terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

ARTICLE I 
 Amendment

 SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein
shall have the meanings assigned to such terms in the Term Loan Agreement. The rules of construction specified in Section 1.04 of the Term Loan Agreement also apply to this Amendment. 

SECTION 1.02. Amendment of Term Loan Agreement. Effective as of the Amendment Effective Date, Section 6.01(a) of the Term
Loan Agreement is hereby amended and restated in its entirety as follows: 
 The U.S. Borrower shall maintain, on the last
day of each Fiscal Quarter ending on or following the Closing Date, a Leverage Ratio of not more than the applicable level set forth below adjacent to such Fiscal Quarter: 
  

			
	 Fiscal Quarter
	  	Maximum Leverage Ratio
	 June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015
	  	4.50 to 1.00
	 December 31, 2015
	  	4.50 to 1.00
	 March 31, 2016
	  	4.25 to 1.00
	 June 30, 2016
	  	4.25 to 1.00
	 September 30, 2016
	  	4.00 to 1.00
	 December 31, 2016
	  	3.75 to 1.00
	 March 31, 2017
	  	3.75 to 1.00
	 June 30, 2017
	  	3.75 to 1.00
	 September 30, 2017 and thereafter
	  	3.50 to 1.00








 SECTION 1.03. Effectiveness. Section 1.02 of this Amendment shall become
effective as of the first date (the “Amendment Effective Date”) on which the following conditions have been satisfied: 

(a) The Administrative Agent (or its counsel) shall have received from the Company and the Required Lenders either
(x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that
such parties have signed counterparts of this Amendment. 
 (b) The Administrative Agent shall have received, in immediately
available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent. 
 The Administrative Agent shall notify the Company and the Lenders of the Amendment Effective Date and such notice shall be
conclusive and binding. 
 ARTICLE II 

Miscellaneous 
 SECTION
2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Company represents and warrants to each of the Lenders and the Administrative Agent that, as of the Amendment Effective Date
and after giving effect to the transactions and amendments to occur on the Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by the Company and constitutes, and the Term Loan Agreement, as amended hereby on
the Amendment Effective Date, will constitute, legal, valid and binding obligations of the Borrowers, enforceable against each of the Borrowers in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity and the implied covenant of good faith and fair dealing. 

(b) Each of the representations and warranties made by each party to each Loan Document in or pursuant to this Amendment or any other Loan
Document, or contained in any certificate or financial statement (other than estimates and projections which are (x) identified as such and (y) contained in any financial statement) furnished at any time under or in connection


  
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with this Amendment or any other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date (except to the extent
that such representations and warranties relate to a particular date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date), both before and after giving effect to the this
Amendment. 
 (c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event
of Default has occurred and is continuing on the Amendment Effective Date. 
 SECTION 2.02. Effect of Amendment. (a) Except as
expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Administrative Agent, the Lenders, any other Agent and any of their
respective Affiliates under the Term Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement or any
other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Term Loan Agreement
or entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement or any other Loan Document in similar or
different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Term Loan Agreement and the other Loan Documents specifically referred to herein. 

(b) On and after the Amendment Effective Date, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import, and each reference to the Term Loan Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a
reference to the Term Loan Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Term Loan Agreement and the other Loan Documents. 

SECTION 2.03. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK. The other provisions of Article IX of the Term Loan Agreement shall apply to this Amendment to the same extent as if fully set forth herein. 

SECTION 2.04. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their officers as of the date first above written. 
  

					
	The U.S. Borrower
	
	FMC CORPORATION
		
	By:	 	 /s/ Thomas C. Deas, Jr.

		 	Name:	 	Thomas C. Deas, Jr.
		 	Title:	 	Vice President and Treasurer
	
	The Euro Borrowers
	
	FMC FINANCE B.V.
		
	By:	 	 /s/ Thomas C. Deas, Jr.

		 	Name:	 	Thomas C. Deas, Jr.
		 	Title:	 	Authorized Signatory, as Attorney-in-Fact
	
	FMC CHEMICALS NETHERLANDS B.V.
		
	By:	 	 /s/ Thomas C. Deas, Jr.

		 	Name:	 	Thomas C. Deas, Jr.
		 	Title:	 	Authorized Signatory, as Attorney-in-Fact
	
	FMC LUXEMBOURG HOLDINGS S.À R.L.
		
	By:	 	 /s/ Thomas C. Deas, Jr.

		 	Name:	 	Thomas C. Deas, Jr.
		 	Title:	 	Authorized Signatory, as Atorney-in-Fact
	
	FMC LUXEMBOURG S.À R.L.
		
	By:	 	 /s/ Thomas C. Deas, Jr.

		 	Name:	 	Thomas C. Deas, Jr.
		 	Title:	 	Authorized Signatory, as Attorney-in-Fact



  
 [SIGNATURE
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 TERM
LOAN AGREEMENT] 








 
					
	CITIBANK, N.A.,
	as Administrative Agent and Lender
		
	By:	 	 /s/ Michael Vondriska

		 	Name:	 	Michael Vondriska
		 	Title:	 	Vice President



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	BANK OF AMERICA, N.A.,
	as Syndication Agent and Lender
		
	By:	 	 /s/ Christopher DiBiase

		 	Name:	 	Christopher DiBiase
		 	Title:	 	Director



  
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	The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
	as a Lender
		
	By:	 	 /s/ Mustafa Khan

		 	Name:	 	Mustafa Khan
		 	Title:	 	Director



  
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LOAN AGREEMENT] 








 
					
	BNP Paribas,
	as a Lender
		
	By:	 	 /s/ Michael Hoffman

		 	Name:	 	Michael Hoffman
		 	Title:	 	Vice President
		
	By:	 	 /s/ Michael Pearce

		 	Name:	 	Michael Pearce
		 	Title:	 	Managing Director



  
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LOAN AGREEMENT] 








 
					
	Sumitomo Mitsui Banking Corp.,
	as a Lender
		
	By:	 	 /s/ James D. Weinstein

		 	Name:	 	James D. Weinstein
		 	Title:	 	Managing Director



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ James A. Knight

		 	Name:	 	James A. Knight
		 	Title:	 	Vice President



  
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	U.S. Bank National Association,
	as a Lender
		
	By:	 	 /s/ Michael E. Temnick

		 	Name:	 	Michael E. Temnick
		 	Title:	 	Vice President



  
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	HSBC Bank USA, National Association,
	as a Lender
		
	By:	 	 /s/ David A. Mandell

		 	Name:	 	David A. Mandell
		 	Title:	 	Managing Director



  
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LOAN AGREEMENT] 








 
					
	DNB Capital LLC,
	as a Lender
		
	By:	 	 /s/ Giacomo Landi

		 	Name:	 	Giacomo Landi
		 	Title:	 	President
		
	By:	 	 /s/ Cathleen Buckley

		 	Name:	 	Cathleen Buckley
		 	Title:	 	Senior Vice President



  
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LOAN AGREEMENT] 








 
					
	CoBank, ACB,
	as a Lender
		
	By:	 	 /s/ Hal Nelson

		 	Name:	 	Hal Nelson
		 	Title:	 	Vice President



  
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LOAN AGREEMENT] 








 
					
	TD BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Craig Welch

		 	Name:	 	Craig Welch
		 	Title:	 	Senior Vice President



  
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LOAN AGREEMENT] 








 
					
	THE BANK OF NEW YORK MELLON,
	as a Lender
		
	By:	 	 /s/ Mark W. Rogers

		 	Name:	 	Mark W. Rogers
		 	Title:	 	Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
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LOAN AGREEMENT] 








 
					
	KBC Bank N.V. New York Branch,
	as a Lender
		
	By:	 	 /s/ Sheila Bermejo

		 	Name:	 	Sheila Bermejo
		 	Title:	 	Vice President
		
	By:	 	 /s/ Raymond Murray

		 	Name:	 	Raymond Murray
		 	Title:	 	Managing Director



  
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LOAN AGREEMENT] 








 
					
	WELLS FARGO BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Joseph Gricco

		 	Name:	 	Joseph Gricco
		 	Title:	 	Vice President



  
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PAGE TO AMENDMENT NO. 1 TO 
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LOAN AGREEMENT] 








 
					
	BANK OF CHINA, NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Doug Yuan

		 	Name:	 	Doug Yuan
		 	Title:	 	Executive Vice President



  
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LOAN AGREEMENT] 








 
					
	Australia and New Zealand Banking Group Limited, as a Lender
		
	By:	 	 /s/ Robert Grillo

		 	Name:	 	Robert Grillo
		 	Title:	 	Director



  
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LOAN AGREEMENT] 








 
					
	Branch Banking and Trust Company,
	as a Lender
		
	By:	 	 /s/ Steven Thompson

		 	Name:	 	Steven Thompson
		 	Title:	 	Banking Officer



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	LLOYDS BANK, plc,
	as a Lender
		
	By:	 	 /s/ Erin Doherty

		 	Name:	 	Erin Doherty
		 	Title:	 	Assistant Vice President
		 		 	Transaction Execution
		 		 	Category A
		 		 	D006
		
	By:	 	 /s/ Daven Popat

		 	Name:	 	Daven Popat
		 	Title:	 	Senior Vice President
		 		 	Transaction Execution
		 		 	Category A
		 		 	P003



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	Citizens Bank of Pennsylvania,
	as a Lender
		
	By:	 	 /s/ Leslie D. Broderick

		 	Name:	 	Leslie D. Broderick
		 	Title:	 	Senior Vice President



  
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LOAN AGREEMENT] 








 
					
	Bayerische Landesbank, New York Branch,
	as a Lender
		
	By:	 	 /s/ Rolf Siebert

		 	Name:	 	Rolf Siebert
		 	Title:	 	Executive Director
		
	By:	 	 /s/ Elke Videgain

		 	Name:	 	Elke Videgain
		 	Title:	 	Vice President



  
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LOAN AGREEMENT] 








 
					
	Compass Bank,
	as a Lender
		
	By:	 	 /s/ Raj Nambiar

		 	Name:	 	Raj Nambiar
		 	Title:	 	Vice President



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	Nordea Bank Finland, Plc, New York Branch,
	as a Lender
		
	By:	 	 /s/ Urik Berg Andersen

		 	Name:	 	Urik Berg Andersen
		 	Title:	 	Vice President
		
	By:	 	 /s/ Gustaf Stael von Holstein

		 	Name:	 	Gustaf Stael von Holstein
		 	Title:	 	Head of Risk Management



  
 [SIGNATURE
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LOAN AGREEMENT] 








 
					
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ James Purky

		 	Name:	 	James Purky
		 	Title:	 	Vice President
		
	By:	 	 /s/ Peter Glawe

		 	Name:	 	Peter Glawe
		 	Title:	 	Executive Director



  
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LOAN AGREEMENT] 








 
					
	Santander Bank, N.A.,
	as a Lender
		
	By:	 	 /s/ Spencer Van Kirk

		 	Name:	 	Spencer Van Kirk
		 	Title:	 	Vice President



  
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LOAN AGREEMENT] 








 
					
	SunTrust Bank,
	as a Lender
		
	By:	 	 /s/ Chris Hursey

		 	Name:	 	Chris Hursey
		 	Title:	 	Director



  
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LOAN AGREEMENT]